Common use of Indemnification Procedures Clause in Contracts

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity Person who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, including settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. 14.8.1 Whenever any a claim shall arise for indemnification hereunderunder this Section 14, the party entitled to indemnification (the “relevant Indemnified Party”) , as appropriate, shall promptly provide written notice notify the Indemnifying Party and request in writing the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of such claim any liability that the Indemnifying Party might have, except to the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity who is not a party to this Agreement, extent that such failure prejudices the Indemnifying Party’s ability to defend such claim. 14.8.2 The Indemnifying Party shall have the right to defend against such liability or assertion, at its sole cost and expense and upon in which event the Indemnifying Party shall give written notice to the Indemnified Party, may assume Party of acceptance of the defense of any such Action with claim and the identity of counsel reasonably satisfactory to selected by the Indemnified Indemnifying Party. The Indemnified . 14.8.3 Until such time as Indemnifying Party shall be entitled to participate in provides written notice of acceptance of the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Actionclaim, the Indemnified Party mayshall defend such claim, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice at the expense of it to the Indemnifying Party, on subject to any right of the Indemnifying Party to seek reimbursement for the costs of such terms as defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with for such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed)claim.

Indemnification Procedures. 16.8.1 Whenever any a claim shall arise for indemnification hereunderunder this Section 16, the party entitled to indemnification (the “relevant Indemnified Party”) , as appropriate, shall promptly provide written notice notify the Indemnifying Party and request in writing the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of such claim any liability that the Indemnifying Party might have, except to the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity who is not a party to this Agreement, extent that such failure prejudices the Indemnifying Party’s ability to defend such claim. 16.8.2 The Indemnifying Party shall have the right to defend against such liability or assertion, at its sole cost and expense and upon in which event the Indemnifying Party shall give written notice to the Indemnified Party, may assume Party of acceptance of the defense of any such Action with claim and the identity of counsel reasonably satisfactory to selected by the Indemnified Indemnifying Party. The Indemnified . 16.8.3 Until such time as Indemnifying Party shall be entitled to participate in provides written notice of acceptance of the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Actionclaim, the Indemnified Party mayshall defend such claim, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice at the expense of it to the Indemnifying Party, on subject to any right of the Indemnifying Party to seek reimbursement for the costs of such terms as defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with for such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed)claim.

Indemnification Procedures. Whenever any claim The party seeking indemnification shall arise for indemnification hereunder, the party entitled to indemnification (the “Indemnified Party”) shall promptly provide written give prompt notice of the claim and will tender the defense; provided, however, that such claim party’s failure to provide notification shall not affect the indemnifying party’s indemnification obligations except to the other extent that the failure to notify delays or prejudices the indemnifying party’s ability to defend the applicable claim. The indemnifying party (shall conduct the “Indemnifying Party”)defense and shall have control of the litigation, and the indemnified party shall cooperate in defending against the claim. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity who is not a The indemnified party to this Agreement, shall have the Indemnifying Partyright, at any time and at its sole cost and expense and upon written notice to the Indemnified Partyown expense, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, the claim with its counsel and at of its own cost and expensechoosing. The indemnifying party shall not make any settlement of the claim that results in any liability or imposes any obligation on the indemnified party without the prior written consent of the indemnified party. If the Indemnifying Party does not indemnifying party fails to (i) respond to the notice of a claim, or (ii) assume the defense of any such Actiona claim, the Indemnified Party may, but party seeking indemnification shall not be obligated to, have the right to defend against such Action the claim in such manner as it may deem appropriate, includingat the reasonable cost, but not limited toexpense, settling and risk of the indemnifying party, and the indemnifying shall promptly reimburse the indemnified party for all such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate costs and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed)expenses.

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the Each indemnified party entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim to notify the other indemnifying party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out in writing of any Action by a person action, claim or entity who is not a liability in respect of which the indemnified party intends to this Agreement, claim indemnification from the Indemnifying Partyindemnifying party. The indemnified party shall permit the indemnifying party, at its sole cost discretion, to settle any such action, claim or liability, and expense and upon written notice agrees to the Indemnified Partycomplete control of such defense or settlement by the indemnifying party, may assume provided however, that such settlement does not adversely affect the defense rights of the indemnified party hereunder or impose any obligations on the indemnified party in addition to those set forth herein in order for it to exercise such Action with counsel reasonably satisfactory to the Indemnified Partyrights. The Indemnified Party No such action, claim or liability shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken settled by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action indemnified party without the Indemnified Party’s prior written consent (of the indemnifying party, which consent shall not be unreasonably withheld or delayed), and the indemnifying party shall not be responsible for any legal fees or other costs incurred by the indemnified party other than as provided herein. The indemnified party and its directors, officers, employees and agents shall cooperate fully with the indemnifying party and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification, and shall have the right, but not the obligation, to be represented by counsel of their own selection and at their own expense.

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, To the extent a party may be entitled to indemnification under this Agreement (the an “Indemnified Party”), such Indemnified Party shall (i) shall promptly provide written notice of such claim to notify the other party Party (the “Indemnifying Party”). In connection with ) in writing of any pending or threatened claim giving or demand that the Indemnified Party has determined has given or would reasonably be expected to give rise to indemnity hereunder resulting from such right of indemnification (an “Action”) and (ii) cooperate in every reasonable way to facilitate the defense or arising out settlement of any Action by a person or entity who is not a party to this Agreement, the such Action. The Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may Party shall assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate may employ its own counsel in the defense of any such Actioncase, with its counsel and at its own cost shall pay such counsel’s fees and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefromexpenses. The Indemnifying Party shall not have the right to settle any Action without claim for which indemnification is available; provided, however, that to the extent that such settlement requires the Indemnified Party to take or refrain from taking any action or purports to obligate the Indemnified Party’s , then the Indemnifying Party shall not settle such claim without the prior written consent (of the Indemnified Party, which consent shall not be unreasonably withheld withheld, conditioned or delayed).

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the “"Indemnified Party”") shall promptly provide written notice of such claim to the other party (the “"Indemnifying Party”"). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s 's prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the “"Indemnified Party”") shall promptly provide written notice of such claim to the other party (the “"Indemnifying Party”"). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity Person who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, including settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s 's prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity Person who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, including settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s 's prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the If either party entitled to indemnification hereunder (the “an "Indemnified Party”") makes an indemnification request to the other, the Indemnified Party shall promptly provide written notice of such claim to permit the other party (the “"Indemnifying Party”). In connection with ") to control the defense, disposition or settlement of the matter at its own expense; provided that the Indemnifying Party shall not, without the consent of the Indemnified Party enter into any claim giving rise settlement or agree to indemnity hereunder resulting from or arising out of any Action by a person or entity who disposition that imposes an obligation on the Indemnified Party that is not a party to this Agreement, wholly discharged or dischargeable by the Indemnifying Party, at its sole cost and expense and upon written notice to or imposes any conditions or obligations on the Indemnified Party, may assume Party other than the defense payment of any such Action with counsel reasonably satisfactory to monies that are readily measurable for purposes of determining the Indemnified monetary indemnification or reimbursement obligations of Indemnifying Party. The Indemnified Party shall be entitled notify Indemnifying Party promptly of any claim for which Indemnifying Party is responsible and shall cooperate with Indemnifying Party in every commercially reasonable way to participate in the facilitate defense of any such Action, with claim; provided that the Indemnified Party's failure to notify Indemnifying Party shall not diminish Indemnifying Party's obligations under this Section except to the extent that Indemnifying Party is materially prejudiced as a result of such failure. An Indemnified Party shall at all times have the option to participate in any matter or litigation through counsel of its counsel own selection and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification The Party claiming indemnity under this Article 11 (the “Indemnified Party”) shall promptly provide give written notice of such claim to the other party Party from whom indemnity is being sought (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out ) promptly after learning of any Action by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified PartyClaim. The Indemnified Party shall be entitled to participate provide the Indemnifying Party with reasonable assistance, at the Indemnifying Party’s expense, in connection with the defense of the Claim for which indemnity is being sought. The Indemnified Party may participate in and monitor such defense with counsel of its own choosing at its sole expense; provided, however, the Indemnifying Party shall have the right to assume and conduct the defense of the Claim with counsel of its choice. The Indemnifying Party shall not settle any Claim without the prior written consent of the Indemnified Party, not to be unreasonably withheld, unless the settlement involves only the payment of money. So long as the Indemnifying Party is actively defending the Claim in good faith, the Indemnified Party shall not settle or compromise any such Action, with its counsel and at its own cost and expenseClaim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not assume and conduct the defense of any such Actionthe Claim as provided above, (a) the Indemnified Party maymay defend against, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it consent to the Indemnifying Partyentry of any judgment, on or enter into any settlement with respect to such terms as Claim in any manner the Indemnified Party may deem reasonably appropriate (and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve need not consult with, or obtain any consent from, the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The in connection therewith), and (b) the Indemnifying Party shall not settle any Action without remain responsible to indemnify the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed)Party as provided in this Article 11.

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party Party entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim to the other party Party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity Person who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, including settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever If any third Person (i.e., a Person other than a Party or any Affiliate of a Party) asserts any claim shall arise for indemnification hereunderagainst a Party which, if successful, would entitle the party entitled Party to indemnification under this Article XI (the “Indemnified Party”) ), it shall promptly provide written give notice of such claim to the other party Party from whom it intends to seek indemnification (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity who is not a party to this Agreement, ) and the Indemnifying Party, at its sole cost and expense and upon written notice Party shall have the right to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and claim at its own cost and expense. If the Indemnifying Party does assume such defense, it shall indemnify and hold the Indemnified Party harmless from and against any and all Losses caused by or arising out of any settlement or judgment of such claim. In addition, the Indemnified Party shall have the right to participate in the defense of such claim at its expense, in which case (a) the Indemnifying Party shall cooperate in providing information to and consulting with the Indemnified Party about the claim, and (b) the Indemnifying Party shall not consent to the entry of judgment or enter into any settlement without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. If the Indemnifying Party fails to assume the defense of any such Actionclaim, the Indemnified Party may, but shall not be obligated to, may defend against or settle such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate claim and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party shall be liable for any settlement of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed)such claim.

Indemnification Procedures. Whenever If any claim shall arise for indemnification hereunder, the party entitled to indemnification under this Section (the “an "Indemnified Party”") makes an indemnification request to the other, the Indemnified Party shall promptly provide written notice of such claim to permit the other party (the “"Indemnifying Party”). In connection with ") to control the defense, disposition or settlement of the matter at its own expense; provided that the Indemnifying Party shall not, without the consent of the Indemnified Party enter into any claim giving rise settlement or agree to indemnity hereunder resulting from or arising out of any Action by a person or entity who disposition that imposes an obligation on the Indemnified Party that is not a party to this Agreement, wholly discharged or dischargeable by the Indemnifying Party, at its sole cost and expense and upon written notice to or imposes any conditions or obligations on the Indemnified Party, may assume Party other than the defense payment of any such Action with counsel reasonably satisfactory to monies that are readily measurable for purposes of determining the Indemnified monetary indemnification or reimbursement obligations of Indemnifying Party. The Indemnified Party shall be entitled notify the Indemnifying Party promptly of any claim for which Indemnifying Party is responsible and shall cooperate with the Indemnifying Party in every commercially reasonable way to participate in the facilitate defense of any such Action, with claim; provided that the Indemnified Party's failure to notify Indemnifying Party shall not diminish Indemnifying Party's obligations under this Section except to the extent that Indemnifying Party is materially prejudiced as a result of such failure. An Indemnified Party shall at all times have the option to participate in any matter or litigation through counsel of its counsel own selection and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever If any claim shall arise for indemnification hereunderParty (or any of its affiliates, the party or their respective directors, officers, employees, agents and representatives) may be entitled to indemnification under this Section 13, such Party (the “Indemnified Party”) shall promptly provide written notice of such claim to notify in writing the other party Party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out ) thereof; provided, however, that the failure of any Action by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but to provide prompt notice shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification indemnity obligations herein provided with respect hereunder, except to any damages resulting therefromthe extent the failure to so notify prejudices the Indemnifying Party’s ability to defend against the Claim. The Indemnifying Party shall direct the defense and settlement of any such Claim, and shall have the right to employ counsel of its choice to defend any such claim, or to compromise, settle or otherwise dispose of the same, if the Indemnifying Party deems it advisable to do so, all at the expense of the Indemnifying Party, provided that the Indemnifying Party shall not settle be permitted to settle, compromise or admit any Action fault or wrongdoing in respect of any Claim, or any issue or matter therein, on behalf of any indemnitee, without the prior written consent of the Indemnified Party’s prior written consent , unless (which consent shall not be unreasonably withheld i) the Indemnifying Party assumes full and sole responsibility for such settlement, compromise or delayed)admission of fault and such settlement, compromise or admission of fault grants the Indemnitee a complete and unqualified release in respect of any potential or resulting liability, obligation or burden and (ii) the indemnitee is fully indemnified against all such liability.

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate appropriate, and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever Each party shall promptly notify the other of any claim shall arise for indemnification hereunder, the suit or threat of suit of which that party entitled becomes aware which may give rise to a right to indemnification (under this Agreement but in any event within 30 days of the “Indemnified Party”) shall promptly provide written notice discovery of such claim claim; provided, however, that the failure of a party alleging a right of indemnity hereunder to provide prompt notice to the other shall relieve the indemnifying party of its obligations hereunder only to the extent that the indemnifying party can prove that such failure to provide prompt notice actually and materially prejudiced the rights of such party. The indemnifying party shall promptly reimburse the indemnified party for all Damages incurred by the indemnified party (including Damages incurred in advance of the “Indemnifying Party”final disposition of the underlying claim). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of shall bear all expenses in defending any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party claim or matter, and shall be entitled to participate in the settlement or defense of any such Actionmatter for which the other party seeks indemnity hereunder and, with its counsel if the indemnifying party elects, to take over and at its own cost and expense. If the Indemnifying Party does not assume control the defense and settlement thereof utilizing counsel of its choice in consultation with the indemnified party (in which case the indemnified party shall have the right to employ separate counsel of its choice, but the fees and expenses of such counsel shall be at the expense of the indemnified party). In all cases, the indemnifying and indemnified parties shall cooperate and assist each other in all reasonable respects in the defense and settlement of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed)action.

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the A party entitled to indemnification (the “Indemnified PartyIndemnitee”) intending to claim indemnification under this Agreement shall promptly provide written notice of such claim to notify the other party (the “Indemnifying PartyIndemnitor”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out ) in writing of any Action by a person action, claim or entity who is not a party other matter in respect of which the Indemnitee or any of its directors, officers, employees or agents intend to this Agreementclaim such indemnification; provided, however, the Indemnifying Party, at failure to provide such notice within a reasonable period of time shall not relieve the Indemnitor of any of its sole cost and expense and upon written notice obligations hereunder except to the Indemnified Party, may assume extent the defense of any Indemnitor is materially prejudiced by such Action with counsel reasonably satisfactory to the Indemnified Partyfailure. The Indemnified Party Indemnitor shall be entitled to participate in control the defense of and/or settle any such Actionaction, claim or other matter. The Indemnitee agrees to the complete control of such defense or settlement by the Indemnitor, provided, however, any settlement of such claims shall require the Indemnitee’s prior written consent unless such settlement includes a full release of the Indemnitee, in which case no consent shall be required. The Indemnitee and its directors, officers, employees and agents shall co-operate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or other matter covered by this indemnification. The Indemnitee shall have the right, but not the obligation, to be represented by counsel of its own selection and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification The Party claiming indemnity under this Article 13 (the “Indemnified Party”) shall promptly provide give written notice of such claim to the other party Party from whom indemnity is being sought (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out ) promptly after learning of any Action by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified PartyClaim. The Indemnified Party shall be entitled to participate provide the Indemnifying Party with reasonable assistance, at the Indemnifying Party’s expense, in connection with the defense of the Claim for which indemnity is being sought. The Indemnified Party may participate in and monitor such defense with counsel of its own choosing at its sole expense; provided, that the Indemnifying Party shall have the right to assume and conduct the defense of the Claim with counsel of its choice. The Indemnifying Party shall not settle any Claim without the prior written consent of the Indemnified Party, not to be unreasonably withheld. So long as the Indemnifying Party is actively defending the Claim in good faith, the Indemnified Party shall not settle or compromise any such Action, with its counsel and at its own cost and expenseClaim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not assume and conduct the defense of any such Actionthe Claim as provided above, (a) the Indemnified Party maymay defend against, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it consent to the Indemnifying Partyentry of any judgment, on or enter into any settlement with respect to such terms as Claim in any manner the Indemnified Party may deem reasonably appropriate (and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve need not consult with, or obtain any consent from, the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The in connection therewith), and (b) the Indemnifying Party shall not settle any Action without remain responsible to indemnify the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed)Party as provided in this Article 13.

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, To the party extent a Party may be entitled to indemnification under this Agreement (the an “Indemnified Party”), such Indemnified Party shall (i) shall promptly provide written notice of such claim to notify the other party Party (the “Indemnifying Party”). In connection with ) in writing of any pending or threatened claim giving or demand that the Indemnified Party has determined has given or would reasonably be expected to give rise to indemnity hereunder resulting from such right of indemnification (an “Action”) and (ii) cooperate in every reasonable way to facilitate the defense or arising out settlement of any Action by a person or entity who is not a party to this Agreement, the such Action. The Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may Party shall assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate may employ its own counsel in the defense of any such Actioncase, with its counsel and at its own cost shall pay such counsel’s fees and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefromexpenses. The Indemnifying Party shall not have the right to settle any Action without claim for which indemnification is available; provided, however, that to the extent that such settlement requires the Indemnified Party to take or refrain from taking any action or purports to obligate the Indemnified Party’s , then the Indemnifying Party shall not settle such claim without the prior written consent (of the Indemnified Party, which consent shall not be unreasonably withheld withheld, conditioned or delayed).

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the “Indemnified Party”) Party shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity Person who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, including settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever any If a claim shall arise for indemnification hereunderis commenced against an Indemnified Party, the party entitled to indemnification (the “Indemnified Party”) Party shall promptly provide written give Sublicensee prompt notice of the claim. The failure to deliver such claim notice, however, shall not release Sublicensee from any of its obligations under this Article except to the other party (the “Indemnifying Party”)extent that Sublicensee is materially prejudiced by that failure. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole At Sublicensee’s cost and expense expense: (a) Sublicensee shall immediately take control of the defense of the claim and upon written notice shall engage attorneys acceptable to the Indemnified PartyParty to defend the claim, may assume and (b) the Indemnified Party shall cooperate with Sublicensee (and its attorneys) in the defense of any such Action with counsel reasonably satisfactory to the Indemnified Partyclaim. The Indemnified Party shall be entitled to participate in the defense of any such Actionmay, with its counsel and at its own cost and expense, participate (through its attorneys or otherwise) in the defense of the claim. Sublicensee shall not, without the Indemnified Party’s consent, enter into a settlement of the claim that (i) does not include a full release of the Indemnified Party or (ii) involves a remedy other than the payment of money. If the Indemnifying Party Sublicensee does not assume control over the defense of any such Actiona claim as provided in this Section, the Indemnified Party may, but shall not be obligated to, may defend against such Action the claim in such manner as it may deem appropriate, includingat the cost and expense of Sublicensee. Notwithstanding the preceding sentence, but Sublicensee shall not limited to, settling such Action, after giving notice be entitled to assume control of it to the Indemnifying defense of any claim that could impose criminal liability on the Indemnified Party, on such terms as and unless otherwise agreed by the Parties, the Indemnified Party may deem appropriate shall have the right (but not the obligation) to defend any such claim at the cost and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party expense of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed)Sublicensee.

Indemnification Procedures. Whenever If any claim shall arise for indemnification hereunder, the party entitled to indemnification under this Section (the “an "Indemnified Party”") makes an indemnification request to the other, the Indemnified Party shall promptly provide written notice of such claim to permit the other party (the “"Indemnifying Party”). In connection with ") to control the defense, disposition or settlement of the matter at its own expense; provided that the Indemnifying Party shall not, without the consent of the Indemnified Party enter into any claim giving rise settlement or agree to indemnity hereunder resulting from or arising out of any Action by a person or entity who disposition that imposes an obligation on the Indemnified Party that is not a party to this Agreement, wholly discharged or dischargeable by the Indemnifying Party, at its sole cost and expense and upon written notice to or imposes any conditions or obligations on the Indemnified Party, may assume Party other than the defense payment of any such Action with counsel reasonably satisfactory to monies that are readily measurable for purposes of determining the Indemnified monetary indemnification or reimbursement obligations of Indemnifying Party. The Indemnified Party shall be entitled notify Indemnifying Party promptly of any claim for which Indemnifying Party is responsible and shall cooperate with Indemnifying Party in every commercially reasonable way to participate in the facilitate defense of any such Action, with claim; provided that the Indemnified Party's failure to notify Indemnifying Party shall not diminish Indemnifying Party's obligations under this Section except to the extent that Indemnifying Party is materially prejudiced as a result of such failure. An Indemnified Party shall at all times have the option to participate in any matter or litigation through counsel of its counsel own selection and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever Any Party entitled to indemnification under Section 11.1 or 11.2 shall promptly give notice to the indemnifying Party of any claim shall arise for actual or potential Losses of which it becomes aware that may be subject to indemnification hereunder, but the party entitled failure or delay to indemnification (so notify the “Indemnified indemnifying Party shall not relieve the indemnifying Party from any liability under Section 11.1 or 11.2 except to the extent that the indemnifying Party”) shall promptly provide written notice ’s ability to defend against such Losses was actually prejudiced as a result of such claim failure or delay. The indemnifying Party shall have the right to the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost assume and expense and upon written notice to the Indemnified Party, may assume control the defense of any such Action Losses (at its own expense) with outside counsel of its choice and reasonably satisfactory to the Indemnified indemnified Party. The Indemnified ; provided, however, that the indemnified Party shall have the right to retain and be entitled to participate in the defense of any such Action, with represented by its own counsel and (at its own cost expense) in connection therewith. The indemnified Party shall, upon request, cooperate with the indemnifying Party and expense. If its legal representatives in connection with the Indemnifying Party does not assume the investigation and defense of any such ActionLosses, the Indemnified Party may, but shall not be obligated to, defend against such Action including by providing or otherwise making available information in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided possession with respect thereto. Neither Party shall settle or otherwise resolve any claim, suit, action, or demand related to any damages resulting therefrom. The Indemnifying Party shall not settle any Action Losses without the Indemnified Party’s prior written consent of the other Party, if such settlement or other resolution would (which consent shall not be unreasonably withheld a) result in the admission of any liability or delayed)fault on behalf of the other Party or its indemnitees, (b) result in or impose any payment obligations upon the other Party or its indemnitees, (c) or subject the other Party to an injunction or otherwise limit the other Party’s ability to take any actions or refrain from taking any actions under this Agreement or otherwise.

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party Party entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim to the other party Party from whom indemnification is being sought (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice obtaining the prior consent of it to the Indemnifying PartyParty (which shall not be unreasonably withheld or delayed), on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefromhereunder. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the Each party entitled to indemnification under Section 4.5(g) of this Agreement (the “"Indemnified Party”") shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified PartyParty has actual knowledge of any claim as to which indemnity may be sought, may and (if the claim is made by a third party) shall permit the Indemnifying Party to assume the defense of any such Action with claim or any litigation resulting therefrom, provided that counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to for the Indemnifying Party, on who shall conduct the defense of such terms as claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may deem appropriate participate in such defense at such party's expense, and no action taken by provided further that the failure of any Indemnified Party in accordance with such defense and settlement to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligations herein provided to the extent such failure is not prejudicial. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the consent of the Indemnified Party’s prior written , consent (which consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall not furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be unreasonably withheld or delayed)reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action action by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Actionaction, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Actionaction, the Indemnified Party may, but shall not be obligated to, defend against such Action action in such manner as it may deem appropriate, including, but not limited to, settling such Actionaction, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification The Party claiming indemnity under this Section 8 (the “Indemnified Party”) shall promptly provide give written notice of such claim to the other party Party from whom indemnity is being sought (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out ) promptly after learning of any Action by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified PartyClaim. The Indemnified Party shall be entitled to participate provide the Indemnifying Party with reasonable assistance, at the Indemnifying Party’s expense, in connection with the defense of the Claim for which indemnity is being sought. The Indemnified Party may participate in and monitor such defense with counsel of its own choosing at its sole expense; provided, however, the Indemnifying Party shall have the right to assume and conduct the defense of the Claim with counsel of its choice. The Indemnifying Party shall not settle any Claim without the prior written consent of the Indemnified Party, not to be unreasonably withheld, unless the settlement involves only the payment of money. So long as the Indemnifying Party is actively defending the Claim in good faith, the Indemnified Party shall not settle or compromise any such Action, with its counsel and at its own cost and expenseClaim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not assume and conduct the defense of any such Actionthe Claim as provided above, (a) the Indemnified Party maymay defend against, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it consent to the Indemnifying Partyentry of any judgment, on or enter into any settlement with respect to such terms as Claim in any manner the Indemnified Party may deem reasonably appropriate (and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve need not consult with, or obtain any consent from, the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The in connection therewith), and (b) the Indemnifying Party shall not settle any Action without remain responsible to indemnify the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed)Party as provided in this Article 8.

Indemnification Procedures. Whenever any In the event that a Party intends to claim shall arise for indemnification hereunderunder this Article V, the party entitled to indemnification (the “Indemnified Party”) such Party shall promptly provide written notice of such claim to notify the other party (indemnifying Party thereof, and the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may indemnifying Party shall assume the defense of any such Action thereof with counsel reasonably mutually satisfactory to the Indemnified Parties; provided, however, that an indemnified Party shall have the right to retain its own counsel, with the fees and expenses to be paid by indemnifying Party, if representation of such indemnified Party by the counsel retained by the indemnifying Party would be inappropriate due to actual or potential differing interests between such indemnified Party and any other party represented by such counsel in such proceedings. The Indemnified Party indemnity obligation set forth in this Section 5.4 shall be entitled not apply to participate amounts paid in the defense settlement of any claims, suits, actions, demands or judgments if such Action, with its counsel and at its own cost and expense. If settlement is effected without the Indemnifying Party does not assume consent of the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed)withheld. The failure to deliver notice to the indemnifying Party within a reasonable time after the commencement of such action, if prejudicial to its ability to defend such action, shall relieve the indemnifying Party of any liability to the indemnified Party under this Article V, but the omission to so deliver notice to the indemnifying Party will not relieve it of any liability that it may have to any indemnified Party otherwise than under this Article V. The indemnified Party under this Article V shall cooperate fully with the indemnifying Party and its legal representatives in the investigation of any claim for which indemnification is sought hereunder.

Indemnification Procedures. Whenever If any claim shall arise for indemnification hereunder, the party entitled to indemnification under this section (the “an "Indemnified Party”") makes an indemnification request to the other, the Indemnified Party shall promptly provide written notice of such claim to permit the other party (the “"Indemnifying Party”). In connection with ") to control the defense, disposition or settlement of the matter at its own expense; provided that the Indemnifying Party shall not, without the consent of the Indemnified Party enter into any claim giving rise settlement or agree to indemnity hereunder resulting from or arising out of any Action by a person or entity who disposition that imposes an obligation on the Indemnified Party that is not a party to this Agreement, wholly discharged or dischargeable by the Indemnifying Party, at its sole cost and expense and upon written notice to or imposes any conditions or obligations on the Indemnified Party, may assume Party other than the defense payment of any such Action with counsel reasonably satisfactory to monies that are readily measurable for purposes of determining the Indemnified monetary indemnification or reimbursement obligations of Indemnifying Party. The Indemnified Party shall be entitled notify Indemnifying Party promptly of any claim for which Indemnifying Party is responsible and shall cooperate with Indemnifying Party in every commercially reasonable way to participate in the facilitate defense of any such Action, with claim; provided that the Indemnified Party's failure to notify Indemnifying Party shall not diminish Indemnifying Party's obligations under this Section except to the extent that Indemnifying Party is materially prejudiced as a result of such failure. An Indemnified Party shall at all times have the option to participate in any matter or litigation through counsel of its counsel own selection and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. 14.7.1 Whenever any a claim shall arise for indemnification hereunderunder this Section 14, the party entitled to indemnification (the “relevant Indemnified Party”) , as appropriate, shall promptly provide written notice notify the Indemnifying Party and request in writing the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of such claim any liability that the Indemnifying Party might have, except to the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity who is not a party to this Agreement, extent that such failure prejudices the Indemnifying Party’s ability to defend such claim. 14.7.2 The Indemnifying Party shall have the right to defend against such liability or assertion, at its sole cost and expense and upon in which event the Indemnifying Party shall give written notice to the Indemnified Party, may assume Party of acceptance of the defense of any such Action with claim and the identity of counsel reasonably satisfactory to selected by the Indemnified Indemnifying Party. The Indemnified . 14.7.3 Until such time as Indemnifying Party shall be entitled to participate in provides written notice of acceptance of the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Actionclaim, the Indemnified Party mayshall defend such claim, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice at the expense of it to the Indemnifying Party, on subject to any right of the Indemnifying Party to seek reimbursement for the costs of such terms as defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with for such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed)claim.

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification The Party claiming indemnity under this Article 11 (the “Indemnified Party”) shall promptly provide give written notice of such claim to the other party Party from whom indemnity is being sought (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out ) promptly after learning of any Action by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost such Third Party Claim and expense and upon written notice to the Indemnified Party, may assume shall offer control of the defense of any such Action with counsel reasonably satisfactory Third Party Claim to the Indemnified Indemnifying Party. The Indemnified Party shall be entitled to participate provide the Indemnifying Party with reasonable assistance, at the Indemnifying Party’s expense, in connection with the defense of any the Third Party Claim for which indemnity is being sought. The Indemnified Party may participate in and monitor such Action, defense with counsel of its counsel and own choosing at its own cost and sole expense. If ; provided, however, the Indemnifying Party does not shall have the right to assume and conduct the defense of any such Action, the Indemnified Third Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance Claim with such defense and settlement shall relieve the Indemnifying Party counsel of its indemnification obligations herein provided with respect to any damages resulting therefromchoice. The Indemnifying Party shall not settle any Action Third Party Claim without the prior written consent of the Indemnified Party’s , not to be unreasonably withheld, unless the settlement involves only the payment of money. The Indemnified Party shall not settle or compromise any such Third Party Claim without the prior written consent (which consent of the Indemnifying Party, and the Indemnifying Party shall not be unreasonably withheld have no obligation to indemnify the Indemnified Party with respect to any Third Party Claim settled or delayed)compromised without the Indemnifying Party’s consent.

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the (a) Each party entitled to claiming indemnification (the “"Indemnified Party”") shall promptly provide written give notice hereunder to the party from which such Indemnified Party is claiming Indemnification ("Indemnifying Party") after becoming aware of any claim as to which recovery may be sought against the Indemnifying Party as a result of the terms of Section 8.1 above. (b) If the Indemnifying Party shall not, within 30-calendar days after its receipt of the notice required by Section 8.2(a) above, advise Indemnified Party that the Indemnifying Party denies the right of the Indemnified Party to indemnity in respect of the claim, then the amount of such claim to the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled deemed to participate in be finally determined between the defense of any such Action, with its counsel and at its own cost and expenseparties hereto. If the Indemnifying Party does not assume the defense of any such Action, shall notify the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as that it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken disputes any claim made by the Indemnified Party in accordance with Party, then the parties hereto shall endeavor to settle and compromise such defense claim, and if unable to agree on any settlement or compromise, such claim for indemnification shall relieve the Indemnifying Party be settled by appropriate litigation, and any liability established by reason of its indemnification obligations herein provided with respect such settlement, compromise or litigation shall be deemed to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed)finally determined.

Indemnification Procedures. Whenever any claim shall arise for Upon the occurrence of an event that requires indemnification hereunder, the party entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity who is not a party to under this Agreement, the Indemnifying Party, at its sole cost and expense and upon Indemnified Party shall give prompt written notice to the Indemnified PartyIndemnifying Party providing reasonable details of the nature of the event and basis of the indemnity claim. The Indemnifying Party shall then have the right, may assume the defense at its expense and with counsel of its choice, to defend, contest, or otherwise protect against any such Action with counsel reasonably satisfactory to the Indemnified PartyAction. The Indemnified Party shall be entitled also have the right, but not the obligation, to participate participate, at its own expense in the defense thereof with counsel of its choice. The Indemnified Party shall cooperate to the extent reasonably necessary to assist the Indemnifying Party in defending, contesting or otherwise protesting against any such Action, with its counsel and at its own Action provided that the Indemnifying Party shall pay the reasonable cost and expensein doing so. If the Indemnifying Party does not assume fails within thirty (30) days after receipt of such notice (a) to notify the Indemnified Party of its intent to defend, or (b) to defend, contest or otherwise protect against such suit, action, investigation, claim or proceeding or fails to diligently continue to provide such defense of any such Actionafter undertaking to do so, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving have the right upon ten (10) days prior written notice of it to the Indemnifying PartyParty to defend, on settle and satisfy any such terms as suit, action claim, investigation or proceeding and recover the Indemnified Party may deem appropriate and no action taken by costs of the Indemnified Party in accordance with such defense and settlement shall relieve same from the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity indemnify hereunder resulting from or arising out of any Action by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense defence of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense defence of any such Action, Action with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense defence of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense defence and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any an Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification The Party claiming indemnity under this Article 10 (the “Indemnified Party”) shall promptly provide give written notice of such claim to the other party Party from whom indemnity is being sought (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out ) promptly after learning of any Action by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified PartyClaim. The Indemnified Party shall be entitled to participate provide the Indemnifying Party with reasonable assistance, at the Indemnifying Party’s expense, in connection with the defense of the Claim for which indemnity is being sought. The Indemnified Party may participate in and monitor such defense with counsel of its own choosing at its sole expense; provided, however, the Indemnifying Party may assume and conduct the defense of the Claim with counsel of its choice. The Indemnifying Party shall not settle any Claim without the prior written consent of the Indemnified Party, not to be unreasonably withheld, conditioned or delayed, unless the settlement involves only the payment of money. So long as the Indemnifying Party is actively defending the Claim in good faith, the Indemnified Party shall not settle or compromise any such Action, with its counsel and at its own cost and expenseClaim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not assume and conduct the defense of any such Actionthe Claim as provided above, (a) the Indemnified Party maymay defend against, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it consent to the Indemnifying Partyentry of any judgment, on or enter into any settlement with respect to such terms as Claim in any manner the Indemnified Party may deem reasonably appropriate (and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve need not consult with, or obtain any consent from, the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The in connection therewith), and (b) the Indemnifying Party shall not settle any Action without will remain responsible to indemnify the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed)Party as provided in this Article 10.

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunderwithin the Survival Period, the party entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim (a ”Claim Notice”) to the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification The Party claiming indemnity under this Article 7 (the “Indemnified Party”) shall promptly provide give written notice of such claim to the other party Party from whom indemnity is being sought (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out ) promptly after learning of any Action by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified PartyClaim. The Indemnified Party shall be entitled to participate provide the Indemnifying Party with reasonable assistance, at the Indemnifying Party’s expense, in connection with the defense of the Claim for which indemnity is being sought. The Indemnified Party may participate in and monitor such defense with counsel of its own choosing at its sole expense; provided, however, the Indemnifying Party shall have the right to assume and conduct the defense of the Claim with counsel of its choice. The Indemnifying Party shall not settle any Claim without the prior written consent of the Indemnified Party, not to be unreasonably withheld, unless the settlement involves only the payment of money. So long as the Indemnifying Party is actively defending the Claim in good faith, the Indemnified Party shall not settle or compromise any such Action, with its counsel and at its own cost and expenseClaim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not assume and conduct the defense of any such Actionthe Claim as provided above, (a) the Indemnified Party maymay defend against, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it consent to the Indemnifying Partyentry of any judgment, on or enter into any settlement with respect to such terms as Claim in any manner the Indemnified Party may deem reasonably appropriate (and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve need not consult with, or obtain any consent from, the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The in connection therewith), and (b) the Indemnifying Party shall not settle any Action without remain responsible to indemnify the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed)Party as provided in this Article 7.

Indemnification Procedures. Whenever If any claim shall arise for indemnification hereunder, the party is commenced against a Party entitled to indemnification under Section 14.1(a) or Section 14.1(b) (the “Indemnified Party”) ), prompt notice thereof shall promptly provide written notice of such claim be given by the Indemnified Party to the other party Party (the “Indemnifying Party”). In connection with any claim giving rise ; provided, however, that failure by the Indemnified Party to indemnity hereunder resulting from or arising out of any Action by a person or entity who is not a party provide prompt notice to the Indemnifying Party pursuant to this Agreement, Section 14.1 shall not affect the right of the Indemnified Party to be indemnified hereunder except to the extent the Indemnifying Party is prejudiced by such delay. At the Indemnifying Party, at its sole cost ’s cost: (i) the Indemnifying Party may immediately take control of the defense of such claim and expense and upon written notice engage attorneys acceptable to the Indemnified Party, may assume Party to defend such claim; and (ii) the Indemnified Party shall cooperate with the Indemnifying Party (and its attorneys) in the defense of any such Action with counsel reasonably satisfactory to the Indemnified Partyclaim. The Indemnified Party shall be entitled to participate in the defense of any such Actionmay, with its counsel and at its own cost and expensecost, participate (through its attorneys or otherwise) in such defense. No settlement of a claim that involves a remedy other than the payment of money by the Indemnifying Party shall be entered into without the consent of the Indemnified Party. If the Indemnifying Party does not assume control over the defense of any such Actiona claim as provided in this Section 14.1(c), the Indemnified Party may, but shall not be obligated to, may engage attorneys acceptable to the Indemnifying Party and defend against such Action the claim in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice at the cost of it to the Indemnifying Party; provided, on however, that in any such terms as event, the Indemnified Party shall not, without the Indemnifying Party’s consent (which it may deem appropriate and no action taken by withhold in its sole discretion), enter into a settlement regarding the Indemnified Party in accordance with such defense and settlement shall relieve applicable claim that requires the Indemnifying Party to admit fault or perform any action other than the payment of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed)money.

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the Each party entitled to indemnification seeking indemnity hereunder -------------------------- (the “"Indemnified Party”") shall promptly provide give prompt written notice of such claim to the other party (the “"Indemnifying Party”). In connection with ") of any claim giving circumstances which may give rise to indemnity hereunder resulting from any Loss or arising out Expense as soon as the Indemnified Party knows of any Action by a person or entity who is such circumstances; provided, however, that the failure to give such notice shall not a party to this Agreement, relieve the Indemnifying PartyParty of its obligation to indemnify the Indemnified Party the Indemnifying Party shall, at its sole own cost and expense and upon written notice using counsel acceptable to the Indemnified Party, may contest and assume responsibility for the defense of any such Action with counsel reasonably satisfactory to litigation, provided that the Indemnified Party may, at the Indemnifying Party. The Indemnified Party shall be entitled to 's own cost and expense, participate in the defense of any such Actionclaim, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefromor suit. The Indemnifying Party shall not settle have the right to control the defense and any Action without settlement of such claim, action or suit. The Indemnifying Party shall pay all expenses and satisfy all judgments, including reasonable attorneys' fees and litigation expenses, which may be incurred by or rendered against the Indemnified Party’s prior written consent (which consent Party in connection therewith. The indemnification obligations of the parties under the foregoing provisions shall not be unreasonably withheld survive the expiration or delayed)termination of this Agreement.

Indemnification Procedures. Whenever any claim shall arise for indemnification or reimbursement hereunder, the party entitled to indemnification or reimbursement (the “Indemnified Party”) shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification or reimbursement obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed)consent.

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the If a party reasonably believes it is entitled to indemnification under this Agreement, such party (the “Indemnified Party”) shall promptly provide written notice of such claim to must give the other party (the “Indemnifying Party”) written notice of the claim of indemnification, provided that an Indemnified Party’s failure to notify the Indemnifying Party will not diminish the Indemnifying Party’s indemnification obligations except to the extent the Indemnifying Party is materially prejudiced as a result of such failure. Any such notice shall set forth in reasonable details the facts, circumstances and basis of the applicable Claim. Upon receipt of notice of the assertion of a Claim, the Indemnifying Party will have the right to control the defense or settlement of the matter at its own expense and with counsel of its choice, provided that the Indemnifying Party shall not enter into any settlement of the relevant Claim without written consent of the Indemnified Party (not to be unreasonably withheld). In connection The Indemnified Party must cooperate reasonably with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice the Indemnifying Party’s expense, to facilitate the Indemnified Partydefense, may assume the defense compromise or settlement of any such Action with counsel reasonably satisfactory to the Indemnified PartyClaims. The Indemnified Party shall be entitled to may employ separate counsel and participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party mayindemnified Claim, but shall not the fees and expenses of such counsel will be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice at the expense of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the The party entitled to indemnification seeking defense and indemnity (the “Indemnified Party”) shall will promptly provide written notice (and in any event no later than thirty (30) days after becoming aware of such claim facts or circumstances that could reasonably give rise to any Claim) notify the other party (the “Indemnifying Party”). In connection ) of the Claim for which indemnity is being sought and will reasonably cooperate with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its Party in the defense and/or settlement thereof. The Indemnifying Party will have the sole cost and expense and upon written notice right to the Indemnified Party, may assume conduct the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If Claim for which the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve is responsible hereunder (provided that the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall may not settle any Action Claim without the Indemnified Party’s prior written consent (which consent shall approval unless the settlement is for a monetary amount, unconditionally releases the Indemnified Party from all liability without prejudice, does not be unreasonably withheld require any admission by the Indemnified Party, and does not place restrictions upon the Indemnified Party’s business, products or delayedservices). The Indemnified Party may participate in the defense or settlement of any such Claim at its own expense and with its own choice of counsel or, if the Indemnifying Party refuses to fulfill its obligation of defense, the Indemnified Party may defend itself and seek reimbursement from the Indemnifying Party.

Indemnification Procedures. Whenever any claim shall arise for In the event that either ▇▇▇▇▇ seeks indemnification hereunder, under the party entitled to indemnification terms of Sections 13.1 or 13.2 (the “"Indemnified Party”"), it shall promptly, but in any event within fifteen (15) shall promptly provide written notice of such claim to days, inform the other party (the “"Indemnifying Party”). In connection with any ") of the claim giving rise to indemnity hereunder resulting from or arising out liability of which the Indemnified Party becomes aware (including a copy of any Action by a person related complaint, summons, notice or entity who is other instrument ), provided that failure to provide such notice shall not a party to this Agreement, eliminate the Indemnifying Party, at its sole cost and expense and upon written notice 's obligation under this Section 13 except to the Indemnified Party, may extent the Indemnifying Party has been prejudiced by such failure. The Indemnifying Party shall have the right to assume direction and control of the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Actionindemnified claim, with its counsel and at its own cost and expense. If provided that if the Indemnifying Party does not assume direction and control of the defense of any such Actiondefense, the Indemnified Party mayshall do so, but provided that such defense shall not be obligated tobe, defend against such Action in such manner both cases, solely at the Indemnifying Party's cost. The Indemnified Party shall cooperate as it may deem appropriaterequested by, includingand at the expense of, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as in the Indemnified Party may deem appropriate and no action taken by defense of the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefromclaim. The Indemnifying Party shall not settle or otherwise compromise any Action claim or suit in any manner which requires the Indemnified Party to provide any consideration, admit fault or take any other action that would be binding on such Indemnified Party without the prior written consent of the Indemnified Party’s . The Indemnifying Party shall not have any obligation to the Indemnified Party under this Section 13 for any claim settled by the Indemnified Party without the Indemnifying Party's prior written consent (which consent shall not be unreasonably withheld or delayed)consent.

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the 20.1 If an indemnified party entitled asserts that an indemnifying party has become obligated to indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity who is not a party indemnify pursuant to this Agreement, or if any third-party action is begun, made or instituted as a result of which the Indemnifying Partyindemnifying party may become obligated to an indemnified party hereunder, at its sole cost and expense and upon the indemnified party shall promptly give written notice to the Indemnified Party, may assume indemnifying party (but the defense of any such Action with counsel reasonably satisfactory failure to so promptly notify the indemnifying party shall not relieve the indemnifying party from its obligation to indemnify the indemnified party to the Indemnified Partyextent it is not actually prejudiced thereby), specifying in reasonable detail the facts upon which the claimed right to indemnification is based. The Indemnified Party shall be entitled to participate in the defense of any such Actionindemnifying party shall, with its counsel and at its own cost and expensecost, defend any third-party action against the indemnified party. If No party shall admit liability, consent to the Indemnifying Party does not assume the defense entry of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice judgment or enter into any settlement of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no any third-party action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (of the other party, which consent shall not be unreasonably withheld or delayed)withheld. The indemnified party shall provide all information, assistance and cooperation as may be reasonably requested by the indemnifying party and shall take all reasonable action to mitigate any Loss suffered by it.

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunderWithin a reasonable period of time after a Terra Indemnified Person or a Methanex Indemnified Person (whether one or more, the party entitled to indemnification (the an “Indemnified Party”) shall promptly provide written establishes a basis for or receives actual notice of such claim to any Claim covered by Subsection 11.2 or Subsection 11.3, as the other party case may be, the Indemnified Person shall notify the Party from whom indemnification is sought (the “Indemnifying Party”). In connection with any claim giving rise ) in writing of such Claim, provided, however, that the failure to indemnity hereunder resulting from or arising out of any Action by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If so notify the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party from any liability which it may have to the Indemnified Person pursuant to Subsection 11.2 or Subsection 11.3, as the case may be, except to the extent of its indemnification obligations herein provided material detriment suffered by the Indemnifying Party as a result of such failure. In the event that a Claim arises out of or results from matters with respect to any damages resulting therefrom. The third parties (a “Third Party Claim”), the Indemnifying Party shall undertake the defence thereof by attorneys chosen by it, which are reasonably acceptable to the Indemnified Person. So long as the Indemnifying Party is defending any Third Party Claim actively and in good faith, the Indemnified Person shall not settle any Action such Third Party Claim without the Indemnified consent of the Indemnifying Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, With respect to a Party's obligation to indemnify (the party entitled to indemnification “Indemnifying Party”) the other Party (the “Indemnified Party”) shall promptly shall: (a) provide the Indemnifying Party with prompt written notice of any such claim claim, action, or demand for which indemnity is sought; (b) allow the Indemnifying Party to control the other party defense and related settlement negotiations, provided, however, that the Indemnified Party shall have the right to participate in such defense with counsel of its own choosing at its own expense; (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity who is not a party to this Agreement, c) provide the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Indemnifying Party's request, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate reasonable assistance in the defense of any such Actionclaim, with its counsel and at its own cost and expense. If action or demand, so long as the Indemnifying Party does not assume the defense of any such Action, reimburses the Indemnified Party mayfor the Indemnified Party's reasonable out-of-pocket expenses associated therewith; and (d) not settle a claim without the Indemnified Party's written consent, but which consent shall not unreasonably be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefromwithheld. The Indemnifying Party shall not settle any Action without be relieved of its indemnification obligations herein for the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld 's failure to comply with such requirements, except to the extent that the Indemnifying Party has been prejudiced by the Indemnified Party's actions or delayed)inactions.

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person Person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action action by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Actionaction, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Actionaction, the Indemnified Party may, but shall not be obligated to, defend against such Action action in such manner as it may deem appropriate, including, but not limited to, including settling such Actionaction, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever A Party seeking indemnification under this Article 9 shall promptly notify the other Party in writing of any action, claim or liability in respect of which such Party or any related indemnified party intends to claim such indemnification. The Party seeking indemnification shall arise for indemnification hereunderpermit, and shall cause its related indemnified parties to permit, the party entitled indemnifying Party to indemnification (settle any such action, claim or liability and agrees to the “Indemnified Party”) shall promptly provide written notice control of such claim defense or settlement by the indemnifying Party; provided, however, that such settlement does not adversely affect the indemnified Party’s (or any related indemnified party’s) rights hereunder or impose any obligations on the indemnified Party or any related indemnified party in addition to the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Partythose set forth herein. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying indemnified Party shall not settle any Action such action, claim or liability without the Indemnified Party’s prior written consent (which consent of the indemnifying Party, and the indemnifying Party shall not be unreasonably withheld responsible for any attorneys’ fees or delayed)other costs incurred other than as provided herein. The indemnified Party and its related indemnified parties and their respective employees and agents, shall cooperate fully with the indemnifying Party and its legal representatives in the investigation and defense of any action, claim or liability covered by this Article 9. An indemnified Party shall have the right, but not the obligation, to be represented by counsel of its own selection and at its own expense.

Indemnification Procedures. Whenever (a) If any claim shall arise for third party brings a Claim against a Party and such Party reasonably believes that such Claim is or may be covered by the indemnification hereunder, the party entitled to indemnification obligations under this Agreement (the “"Indemnified Party”) "), such Indemnified Party shall promptly provide written notice of such claim deliver to the other party Party (the “"Indemnifying Party”") a written notice (a "Claims Notice"). In connection with any claim giving rise , including a brief description of the amount and basis of the Claim, if known; provided, however, that the failure of the Indemnified Party to indemnity hereunder resulting from or arising out give prompt notice shall not relieve the Indemnifying Party of any Action by a person or entity who is not a party of its obligations hereunder, except to this Agreement, the extent such failure materially prejudices the Indemnifying Party. (b) The Indemnifying Party shall, at its sole cost own expense, be entitled to assume and expense and upon control the defense of any such Claim on the Indemnified Party's behalf by written notice to the Indemnified Party, may Party within fifteen (15) days after receipt of a Claims Notice. To assume the defense of any such Action with counsel reasonably satisfactory Claim, the Indemnifying Party shall first have acknowledged (via the foregoing notice) to the Indemnified Party the Indemnifying Party. The 's unconditional obligation to indemnify fully the Indemnified Party shall be entitled to participate for the matter in accordance with this Agreement. In the defense absence of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Actionassurance, the Indemnified Party mayshall control the defense of such claim, but shall not be obligated to, defend against such Action without prejudicing in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it any way its right to the Indemnifying Party, on such terms as the recover Indemnified Party may deem appropriate and no action taken by the Indemnified Party Damages under this Section in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).this

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification The Party claiming indemnity under this Article 11 (the “Indemnified Party”) shall promptly provide give written notice of such claim to the other party Party from whom indemnity is being sought (the “Indemnifying Party”) promptly after learning of the claim, suit, proceeding or cause of action for which indemnity is being sought (“Claim”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate provide the Indemnifying Party with reasonable assistance, at the Indemnifying Party’s expense, in connection with the defense of the Claim for which indemnity is being sought. The Indemnified Party may participate in and monitor such defense with counsel of its own choosing at its sole expense; provided, however, the Indemnifying Party shall have the right to assume and conduct the defense of the Claim with counsel of its choice. The Indemnifying Party shall not settle any Claim without the prior written consent of the Indemnified Party, not to be unreasonably withheld, unless the settlement involves only the payment of money. So long as the Indemnifying Party is actively defending the Claim in good faith, the Indemnified Party shall not settle any such Action, with its counsel and at its own cost and expenseClaim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not assume and conduct the defense of any such Actionthe Claim as provided above, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as (a) the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).defend

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification The Party claiming indemnity under this Article 9 (the “Indemnified Party”) shall promptly provide give written notice of such claim to the other party Party from whom indemnity is being sought (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out ) promptly after learning of any Action by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost such Claim and expense and upon written notice to the Indemnified Party, may assume shall offer control of the defense of any such Action with counsel reasonably satisfactory Claim to the Indemnified Indemnifying Party. The Indemnified Party shall be entitled to participate provide the Indemnifying Party with reasonable assistance, at the Indemnifying Party’s expense, in connection with the defense of the Claim for which indemnity is being sought. The Indemnified Party may participate in and monitor such defense with counsel of its own choosing at its sole expense; provided, however, that the Indemnifying Party shall have the right to assume and conduct the defense of such Claim with counsel of its choice. The Indemnifying Party shall not settle any Claim without the prior written consent of the Indemnified Party, not to be unreasonably withheld, unless the settlement involves only the payment of money. So long as the Indemnifying Party is actively defending the Claim in good faith, the Indemnified Party shall not settle or compromise any such Action, with its counsel and at its own cost and expenseClaim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not assume and conduct the defense of any such Actionthe Claim as provided above, (a) the Indemnified Party maymay defend against, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it consent to the Indemnifying Partyentry of any judgment, on or enter into any settlement with respect to such terms as Claim in any manner the Indemnified Party may deem reasonably appropriate (and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve need not consult with, or obtain any consent from, the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The in connection therewith), and (b) the Indemnifying Party shall not settle any Action without remain responsible to indemnify the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed)Party as provided in this Article 9.

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity Person who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, including settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no appropriate. No action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever any claim shall arise for Upon the occurrence of an event that requires indemnification hereunder, the party entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity who is not a party to under this Agreement, the Indemnifying Party, at its sole cost and expense and upon Indemnified Party shall give prompt written notice to the Indemnified PartyIndemnifying Party providing reasonable details of the nature of the event and basis of the indemnity claim. The Indemnifying Party shall then have the right, may assume the defense at its expense and with counsel of its choice, to defend, contest, or otherwise protect against any such Action with counsel reasonably satisfactory to the Indemnified PartyAction. The Indemnified Party shall be entitled also have the right, but not the obligation, to participate participate, at its own expense in the defense thereof with counsel of its choice. The Indemnified Party shall cooperate to the extent reasonably necessary to assist the Indemnifying Party in defending, contesting or otherwise protesting against any such Action, with its counsel and at its own Action provided that the Indemnifying Party shall pay the reasonable cost and expensein doing so. If the Indemnifying Party does not assume fails within thirty (30) days after receipt of such notice (a) to notify the Indemnified Party of its intent to defend, or (b) to defend, contest or otherwise protect against such suit, action, investigation, claim or proceeding or fails to diligently continue to provide such defense of any such Actionafter undertaking to do so, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving have the right upon ten (10) days prior written notice of it to the Indemnifying Partyparty to defend, on settle and satisfy any such terms as suit, action claim, investigation or proceeding and recover the Indemnified Party may deem appropriate and no action taken by costs of the Indemnified Party in accordance with such defense and settlement shall relieve same from the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, As a condition to either Party’s (“Indemnifying Party”) obligation to indemnify the party entitled to indemnification other Party (the “Indemnified Party”) shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity who is not a party to under this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If will: (i) provide the Indemnifying Party does not assume the defense with prompt written notice of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice Claim that would give rise to liability of it to the Indemnifying PartyParty under this Agreement, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall provided that failure to give timely notice will not relieve the Indemnifying Party of its indemnification obligations herein to the extent that such failure does not materially prejudice the Indemnifying Party’s ability to defend or settle such Claim without liability; (ii) tender sole control of the defense and settlement of such Claim to the Indemnifying Party, provided that the Indemnifying Party will not settle any such Claim in a manner that does not fully discharge the Claim or imposes obligations on the Indemnified Party, without the written consent of the Indemnified Party; (iii) provide the Indemnifying Party, at the Indemnifying Party’s expense, with such assistance with respect to any damages resulting therefrom. The the Claim as the Indemnifying Party shall may reasonably request; and (iv) not settle disclose the terms of any Action settlement with respect to the Claim unless required to do so by judicial or other government order, and will not publicize, or permit any third party to publicize, any such settlement without the Indemnified Indemnifying Party’s prior written consent (which consent shall not be unreasonably withheld consent. Further, the Indemnified Party may participate in the defense or delayed)settlement of a Claim with its own counsel at its expense.

Indemnification Procedures. No claim for indemnification may be asserted after the date that is eighteen (18) months after the Closing Date. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity Person who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefromhereunder. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (consent, which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever If any claim action shall arise for indemnification hereunder, the party entitled to indemnification (the “be brought against any Indemnified Party”) shall promptly provide written notice Party in respect of such claim to the other party (the “Indemnifying Party”). In connection with any claim giving rise to which indemnity hereunder resulting from or arising out of any Action by a person or entity who is not a party may be sought pursuant to this Agreement, such Indemnified Party shall promptly notify the Indemnifying PartyParty in writing, at its sole cost and expense and upon written notice the Indemnifying Party shall have the right to the Indemnified Party, may assume the defense thereof with counsel of its own choosing. Any Indemnified Party shall have the right to employ separate counsel in any such Action with action and participate in the defense thereof, but the fees and expenses of such counsel reasonably satisfactory shall be at the expense of such Indemnified Party except to the extent that the employment thereof has been specifically authorized by the Indemnifying Party in writing, the Indemnifying Party has failed after a reasonable period of time to assume such defense and to employ counsel or in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Indemnifying Party and the position of such Indemnified Party. The Indemnifying Party will not be liable to any Indemnified Party shall be entitled to participate in the defense of under this Article 4 for any such Action, with its counsel and at its own cost and expense. If settlement by an Indemnified Party effected without the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (consent, which consent shall not be unreasonably withheld or delayed); or to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Indemnified Party’s indemnification pursuant to this Article 4.

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the Each party entitled to indemnification under this Section 8.5 (the “"Indemnified Party”") shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified PartyParty has actual knowledge of any claim as to which indemnity may be sought, may and shall permit the Indemnifying Party to assume the defense of any such Action with claim or any litigation resulting therefrom; provided that counsel reasonably satisfactory for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be approved by the Indemnified Party (which approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at such party's expense; provided, further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations hereunder, except to the Indemnified extent such failure resulted in actual detriment to the Indemnifying Party. The Indemnified Party shall be entitled to participate No Indemnifying Party, in the defense of any such Actionclaim or litigation, shall, except with its counsel and at its own cost and expense. If the Indemnifying Party consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not assume include as an unconditional term thereof the defense of any giving by the claimant or plaintiff to such Action, the Indemnified Party may, but shall not be obligated to, defend against of a release from all liability in respect of such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld claim or delayed)litigation.

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party Person entitled to indemnification under this Article VI (the “Indemnified Party”) shall promptly provide written notice of such claim to the other party Party against whom such claims are asserted under this Article VI (the “Indemnifying Party”). The failure to give prompt notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity Person who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Partyits counsel. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense, subject to the Indemnifying Party’s right to control the defense thereof. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Neither Party shall not settle any Action without the Indemnified other Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the “"Indemnified Party”") shall promptly provide written notice of such claim to the other party (the “"Indemnifying Party”"). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity Person who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s 's prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld withheld, conditioned, or delayed).

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action action by a person or entity Person who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Actionaction, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Actionaction, the Indemnified Party may, but shall not be obligated to, defend against such Action action in such manner as it may deem appropriate, including, but not limited to, including settling such Actionaction, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever any claim A party seeking indemnification pursuant to this Article shall arise for indemnification hereundernotify, the party entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim to in writing, the other party within thirty (30) days of the “Indemnifying Party”). In connection with assertion of any claim giving rise to indemnity hereunder resulting from or arising out discovery of any Action by fact upon which the party intends to base a person or entity who is not a claim for indemnification. A party's failure to so notify the indemnifying party to shall not, however, relieve such indemnifying party from any liability under this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice Agreement to the Indemnified Partyindemnified party with respect to such claim except to the extent that such indemnifying party is actually prejudiced by such failure. The party from whom indemnification is being sought, may assume while reserving the right to contest its obligation to indemnify, shall be responsible for the defense of any such Action claim, demand, lawsuit or other proceeding in connection with counsel reasonably satisfactory to which the Indemnified Partyother party claims indemnification hereunder. The Indemnified Party indemnified party shall be entitled have the right at its own expense to participate jointly with the indemnifying party in the defense of any such Actionclaim, demand, lawsuit or other proceeding, but with respect to any issue involved in such claim, demand, lawsuit or other proceeding with respect to which the indemnifying party has acknowledged its counsel and at its own cost and expense. If obligation to indemnify the Indemnifying Party does not assume the defense of any such Actionother party hereunder, the Indemnified Party mayindemnifying party shall have the sole right to select counsel, but shall not be obligated tosettle, defend against try or otherwise dispose of or handle such Action in such manner as it may deem appropriateclaim, includingdemand, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, lawsuit or other proceeding on such terms as the Indemnified Party may indemnifying party, in its sole discretion shall deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed)appropriate.

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunderNotwithstanding the foregoing Sections 2.1 and 2.2, the each party entitled to indemnification under this Section (the “Indemnified Party”) shall promptly provide written give notice of such claim to the other party required to provide indemnification (the “Indemnifying Party”). In connection with ) promptly after such Indemnified Party has actual knowledge of any claim giving rise as to which indemnity hereunder resulting from or arising out of any Action by a person or entity who is not a party to this Agreementmay be sought, and shall permit the Indemnifying Party, at its sole cost and expense and upon written notice Party to the Indemnified Party, may assume the defense of any such Action claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action and provided further, that the Indemnifying Party shall not assume the defense for matters as to which there is a conflict of interest or as to which the Indemnifying Party is asserting separate or different defenses, which defenses are inconsistent with counsel reasonably satisfactory to the defenses of the Indemnified Party. The Indemnified Party shall be entitled to participate No Indemnifying Party, in the defense of any such Actionclaim or litigation, shall, except with its counsel and at its own cost and expense. If the Indemnifying Party consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not assume include as an unconditional term thereof the defense giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnified Party shall consent to entry of any such Action, judgment or enter into any settlement without the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice consent of it to the each Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever In the event of any claim shall arise for that may be subject to indemnification hereunderunder this Article 11, the party entitled to indemnification indemnified Party shall (a) promptly notify the “Indemnified Party”) shall promptly provide written notice indemnifying Party of such claim to claim; (b) at indemnifying Party expense, reasonably cooperate with the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified indemnifying Party shall be entitled to participate in the defense of such claim; and (c) not settle any such Actionclaim without the indemnifying Party’s written consent, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but which shall not be obligated tounreasonably withheld, defend against such Action in such manner conditioned or delayed. The indemnifying Party shall keep the indemnified Party informed at all times as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party status of its indemnification obligations herein provided with respect to any damages resulting therefromefforts. The Indemnifying indemnifying Party shall not settle any Action such claim without the Indemnified Party’s prior written consent (of the indemnified Party, which consent shall not be unreasonably withheld withheld, conditioned or delayed), unless (x) such settlement includes an unconditional release of the indemnified Party from all liability arising out of such claim, (y) does not contain any admission or statement suggesting any wrongdoing or liability on behalf of the indemnified Party and (z) does not contain any equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the indemnified Party. The indemnified Party may participate in proceedings relating to any indemnified claim with counsel of its own choosing at its own expense.

Indemnification Procedures. Whenever any (a) In the event the facts giving rise to the claim shall arise for indemnification hereunderunder this Article IX shall involve any action, or threatened claim or demand by any third party (a “Third Party Claim”), the party entitled to indemnification indemnified Party (the “Indemnified Party”) shall shall, promptly provide after obtaining knowledge of such Third Party Claim or demand giving rise to the claim for indemnification, send written notice of intent to seek indemnity, describing such action or claim in reasonable detail (a “Claim Notice”) to the other party indemnifying Party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity who is not a party to this Agreement, the The Indemnifying Party, Party may at its sole cost and expense and upon written notice to the Indemnified Party, may option assume the defense of any such Action the Third Party Claim with counsel reasonably satisfactory to of its choice approved by the Indemnified Party. The Indemnified Party shall (which approval may not be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If unreasonably withheld). (b) Whenever the Indemnifying Party does not assume the defense of elects to defend any such ActionThird Party Claim hereunder, the Indemnified Party maymay elect, but shall not be obligated to, defend against such Action by notice in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it writing to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve to continue to participate through its own counsel, at its expense, but the Indemnifying Party shall have the right to control the defense of its indemnification obligations herein provided with respect to the Third Party Claim. (c) Notwithstanding any damages resulting therefrom. The Indemnifying other provision contained in this Agreement, the Party controlling the defense of the Third Party Claim shall not settle any Action such claim without the Indemnified Party’s prior written consent (of the other Party, which consent shall not be unreasonably withheld or delayed)withheld. The Indemnified Party shall cooperate fully with the Indemnifying Party, and offer such assistance, personnel, witnesses and materials as are reasonably needed, in order to ensure the proper and adequate defense of any Third Party Claim.

Indemnification Procedures. Whenever any claim The party seeking indemnification shall arise for indemnification hereunder, the party entitled to indemnification (the “Indemnified Party”) shall promptly provide written give prompt notice of the claim and will tender the defense; provided, however, that such claim party’s failure to provide notification shall not affect the indemnifying party’s indemnification obligations except to the other extent that the failure to notify delays or prejudices the indemnifying party’s ability to defend the applicable claim. The indemnifying party (shall conduct the “Indemnifying Party”)defense and shall have control of the litigation, and the indemnified party shall cooperate in defending against the claim. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity who is not a The indemnified party to this Agreement, shall have the Indemnifying Partyright, at any time and at its sole cost and expense and upon written notice to the Indemnified Partyown expense, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, the claim with its counsel and at of its own cost and expensechoosing. The indemnifying party shall not make any settlement of the claim that results in any liability or imposes any obligation on the indemnified party without the prior written consent of the indemnified party. If the Indemnifying Party does not indemnifying party fails to: (i) respond to the notice of a claim, or (ii) assume the defense of any such Actiona claim, the Indemnified Party may, but party seeking indemnification shall not be obligated to, have the right to defend against such Action the claim in such manner as it may deem appropriate, includingat the reasonable cost, but not limited toexpense, settling and risk of the indemnifying party, and the indemnifying shall promptly reimburse the indemnified party for all such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate costs and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed)expenses.

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the “Indemnified Party”) Party shall promptly provide written notice of such claim to the other party Party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity Person who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity Person who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, including settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld withheld, denied, conditioned, or delayed).

Indemnification Procedures. Whenever any The Indemnified Party shall give prompt notice of the claim shall arise for indemnification hereunderand will tender the defense; provided, however, that the party entitled to indemnification (the “Indemnified Party”) ’s failure to provide notification shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity who is not a party to this Agreement, affect the Indemnifying Party, at its sole cost and expense and upon written notice ’s indemnification obligations except to the Indemnified extent that the failure to notify delays or prejudices the Indemnifying Party, may assume ’s ability to defend the applicable claim. The Indemnifying Party shall conduct the defense and shall have control of any such Action with counsel reasonably satisfactory to the litigation, and the Indemnified PartyParty shall cooperate in defending against the claim. The Indemnified Party shall be entitled have the right, at any time and at its own expense, to participate in the defense of any such Action, the claim with its counsel and at of its own cost and expensechoosing. The Indemnifying Party shall not make any settlement of the claim that results in any liability or imposes any obligation on the Indemnified Party without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, delayed, or conditioned. If the Indemnifying Party does not fails to (i) respond to the notice of a claim, or (ii) assume the defense of any such Actiona claim, the Indemnified Party may, but shall not be obligated to, have the right to defend against such Action the claim in such manner as it may deem appropriate, includingat the reasonable cost, but not limited toexpense, settling such Action, after giving notice and risk of it to the Indemnifying Party, on such terms as and the Indemnifying Party shall promptly reimburse the Indemnified Party may deem appropriate for all such costs and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed)expenses.

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity for indemnification hereunder resulting from or arising out of any Action by a person or entity Person who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed). This Section 7.04 shall not apply to Tax Claims, the procedures for which are set forth in Section 5.05(e).

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, In the event a party entitled to indemnification (the “Indemnified Party”) seeks indemnification under Section 12.1 or Section 12.2, it shall promptly provide written notice of such claim to inform the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out ) of any Action a Claim as soon as reasonably practicable after it receives notice of the Claim (it being understood and agreed, however, that the failure by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The an Indemnified Party shall be entitled to participate give notice of a claim as provided in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but this Section 12.3 shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect under this Agreement except and only to the extent that such Indemnifying Party is actually damaged as a result of such failure to give notice), shall permit the Indemnifying Party to assume direction and control of the defense of the Claim (including the right to settle the Claim solely for monetary consideration) using counsel reasonably satisfactory to the Indemnified Party, and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the Claim. The Indemnified Party may participate in the defense of the Claim at its own expense. The Indemnifying Party shall keep the Indemnified Party advised of the status of such action, suit, proceeding or claim and the defense thereof. The Indemnified Party shall not agree to any damages resulting therefromsettlement of such action, suit, proceeding or claim without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle agree to any Action without the Indemnified Party’s prior written settlement of such action, suit, proceeding or claim or consent (which consent shall not be unreasonably withheld or delayed).to any judgment in respect thereof that does not

Indemnification Procedures. Whenever The party seeking indemnification under this Article IX (the "Indemnified Party") shall not settle any claim shall arise for indemnification hereunderclaim, demand, expense or liability to which it may seek indemnity (each, and "Indemnifiable Claim") without the express written consent of the party entitled to from which indemnification is sought (the “Indemnified Party”) shall promptly provide written notice of such claim to the other party (the “"Indemnifying Party”"). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will notify the Indemnifying Party promptly after receipt of notification of an Indemnifiable Claim, provided that the failure to furnish such notification shall be entitled not impair the Indemnified Party's right to participate in seek indemnification unless the defense Indemnifying Party is unable to adequately defend the Indemnifiable Claim as a result of such failure. The Indemnifying Party shall have the right to defend any such Action, with its counsel and Indemnifiable Claim at its own cost expense, provided that such defense shall be conducted by counsel chosen by the Indemnifying Party and approved by Indemnified Party in its reasonable discretion. The Indemnified Party may join in such defense at its own expense, but to the extent that it shall so desire the Indemnifying Party shall direct such defense. If the Indemnifying Party does not assume the defense of any such Actionshall fail or refuse to defend an Indemnifiable Claim, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice provide its own defense at the cost and expense of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party obligations of the parties under the Sections 9.02, 9.03 and 9.04 shall not settle any Action without survive the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed)termination of this Agreement.

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the “"Indemnified Party”") shall promptly provide written notice of such claim to the other party (the “"Indemnifying Party”"). In connection with any claim giving rise to indemnity indemnify hereunder resulting from or arising out of any Action by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense defence of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense defence of any such Action, Action with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense defence of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate appropriate, and no action taken by the Indemnified Party in accordance with such defense defence and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any an Action without the Indemnified Party’s 's prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever any a claim shall arise for indemnification hereunderunder this Section 10.2, the party entitled to indemnification (the “relevant Indemnified Party”) , as appropriate, shall promptly provide written notice notify the Indemnifying Party and request in writing the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of such claim any liability that the Indemnifying Party might have, except to the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity who is not a party to this Agreement, extent that such failure prejudices the Indemnifying Party’s ability to defend such claim. The Indemnifying Party shall have the right to defend against such liability or assertion, at its sole cost and expense and upon in which event the Indemnifying Party shall give written notice to the Indemnified Party, may assume Party of acceptance of the defense of any such Action with claim and the identity of counsel reasonably satisfactory to selected by the Indemnified Indemnifying Party. The Indemnified Until such time as Indemnifying Party shall be entitled to participate in provides written notice of acceptance of the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Actionclaim, the Indemnified Party mayshall defend such claim, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice at the expense of it to the Indemnifying Party, on subject to any right of the Indemnifying Party to seek reimbursement for the costs of such terms as defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).for such

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification The Party claiming indemnity under this Article 11 (the “"Indemnified Party”") shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon give written notice to the Indemnified Party from whom indemnity is being sought (the "Indemnifying Party, may assume the defense ") promptly after learning of any such Action with counsel reasonably satisfactory to the Indemnified PartyClaim. The Indemnified Party shall be entitled to participate provide the Indemnifying Party with reasonable assistance, at the Indemnifying Party's expense, in connection with the defense of the Claim for which indemnity is being sought. The Indemnified Party may participate in and monitor such defense with counsel of its own choosing at its sole expense; provided, however, the Indemnifying Party shall have the right to assume and conduct the defense of the Claim with counsel of its choice. The Indemnifying Party shall not settle any claim without the prior written consent of the Indemnified Party, not to be unreasonably withheld, unless the settlement involves only the payment of money. So long as the Indemnifying Party is actively defending the Claim in good faith, the Indemnified Party shall not settle any such Action, with its counsel and at its own cost and expenseClaim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not assume and conduct the defense of any such Actionthe Claim as provided above, (a) the Indemnified Party maymay defend against, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it and consent to the Indemnifying Party, on such terms as entry of any judgment or enter into any settlement with respect to the claim in any manner the Indemnified Party may deem reasonably appropriate (and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve need not consult with, or obtain any consent from, the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The in connection therewith), and (b) the Indemnifying Party shall not settle any Action without remain responsible to indemnify the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed)Party as provided in this Article 11.

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity who is not a party Party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld withheld, conditioned or delayed).

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, In the party entitled to indemnification event that either Party (the an “Indemnified Party”) shall promptly provide written notice of such claim to seeks indemnification from the other party Party (the “Indemnifying Party”). In connection ) under the terms of this Article 8 with respect to any claim giving rise to indemnity hereunder resulting from or arising out of any Action made by a person or entity who is not a party to this Agreementthird party, it shall inform the Indemnifying Party of the claim as soon as reasonably practicable after it receives notice thereof, shall permit the Indemnifying Party, at its sole cost the Indemnifying Party’s cost, to assume direction and control of the defense of the claim, and shall co-operate as requested (at the expense and upon written of the Indemnifying Party), in the defense of the claim. After notice to the Indemnified Party of the Indemnifying Party, may ’s election to assume the defense of any such Action with counsel reasonably satisfactory claim, the Indemnifying Party shall be liable to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any only for such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken legal or other expenses subsequently incurred by the Indemnified Party in accordance connection with such the defense and settlement shall relieve thereof at the request of the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefromParty. The Indemnifying Party shall not settle or otherwise compromise any Action claim or suit without the prior written consent of the Indemnified Party’s prior written consent (, which consent shall not be unreasonably withheld withheld. As to those third party claims with respect to the which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense, at the Indemnifying Party’s own cost and expense, and will not consent to the entry of any judgment, settle or delayed)otherwise dispose of any of the same without the consent of the Indemnifying Party, which shall not be unreasonably withheld.

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party Each Person entitled to indemnification under this Section 5.7 (the each, a “Securities Indemnified Party”) shall promptly provide written give notice of such claim to the other party Person required to provide indemnification (the “Securities Indemnifying Party”). In connection with ) promptly (but in any event within thirty (30) days) after such Securities Indemnified Party has actual knowledge of any claim giving rise as to which indemnity hereunder resulting from or arising out of any Action by a person or entity who is not a party may be sought, and shall permit the Securities Indemnifying Party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with claim or any litigation resulting therefrom; provided, that counsel reasonably satisfactory to for the Securities Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Securities Indemnified Party. The Party (whose approval shall not unreasonably be withheld) and the Securities Indemnified Party may participate in such defense at such Person’s expense (unless the Securities Indemnified Party shall be entitled to participate in have reasonably concluded, and shall have informed the defense of any such Action, with its counsel and at its own cost and expense. If the Securities Indemnifying Party does not assume of such conclusion, that there may be a conflict of interest between the defense of any such Action, Securities Indemnifying Party and the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Securities Indemnified Party in accordance with such defense action, in which case the fees and settlement expenses of counsel shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).at the

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, whether pursuant to an action or some other matter (a "Claim"), the party entitled to indemnification (the “"Indemnified Party”") shall promptly provide prompt written notice of such claim Claim to the other party (the “"Indemnifying Party”"); provided, however, that the failure to provide prompt written notice shall affect the rights of the applicable Indemnified Party only if and to the extent such failure has a materially prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect to such Claim. In connection with any claim Claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action Claim with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such ActionClaim, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such ActionClaim, the Indemnified Party may, but shall not be obligated to, defend against such Action Claim in such manner as it may deem appropriate, including, but not limited to, settling such ActionClaim, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate appropriate, and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action Claim without the Indemnified Party’s 's prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification The Party claiming indemnity under this Section 9.3 (the “Indemnified Party”) shall promptly provide give written notice of such claim to the other party Party from whom indemnity is being sought (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out ) promptly after learning of any Action by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified PartyClaim. The Indemnified Party shall be entitled to participate provide the Indemnifying Party with reasonable assistance, at the Indemnifying Party’s expense, in connection with the defense of the Claim for which indemnity is being sought. The Indemnified Party may participate in and monitor such defense with counsel of its own choosing at its sole expense; provided, however, the Indemnifying Party shall have the right to assume and conduct the defense of the Claim with counsel of its choice. The Indemnifying Party shall not settle any Claim without the prior written consent of the Indemnified Party, not to be unreasonably withheld, unless the settlement involves only the payment of money. So long as the Indemnifying Party is actively defending the Claim in good faith, the Indemnified Party shall not settle or compromise any such Action, with its counsel and at its own cost and expenseClaim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not assume and conduct the defense of any such Actionthe Claim as provided above, (a) the Indemnified Party maymay defend against, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it consent to the Indemnifying Partyentry of any judgment, on or enter into any settlement with respect to such terms as Claim in any manner the Indemnified Party may deem reasonably appropriate (and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve need not consult with, or obtain any consent from, the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The in connection therewith), and (b) the Indemnifying Party shall not settle any Action without remain responsible to indemnify the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed)Party as provided in this Section 9.3.

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity Person who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party Any Purchaser Indemnified Party or Seller Indemnified Party who may be entitled to indemnification be indemnified and held harmless under Section 9.1 or Section 9.2 (the “Indemnified Party”) ), shall promptly provide written notice of notify the party obligated to indemnify such claim to the other party Indemnified Party (the “Indemnifying Party”). In connection with ) in writing of any claim giving pending or threatened claim, demand or allegation by a third party that the Indemnified Party has determined has given or could reasonably give rise to indemnity hereunder resulting from such a right under this Agreement (including a pending or arising out of any Action threatened claim, demand or allegation asserted by a person or entity who is not a third party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to against the Indemnified Party, may assume such claim, demand or allegation, a “Third-Party Claim”), describing in reasonable detail the defense of any such Action facts and circumstances with counsel reasonably satisfactory respect to the Indemnified Party. The Indemnified Party subject matter of such claim or demand and the specific allegations thereof; provided, that the failure to provide such notice shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If not release the Indemnifying Party does not assume from any of its obligations under this Article IX except to the defense extent the Indemnifying Party is prejudiced by such failure. Following delivery of any such Actiona notice of a Third-Party Claim, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it deliver to the Indemnifying Party, on such terms as promptly (and in any event within two (2) Business Days) after the Indemnified Party may deem appropriate Party’s receipt thereof, copies of all notices and no action taken documents (including court papers) received by the Indemnified Party in accordance with relating to such defense and settlement shall relieve the Indemnifying Third- Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed)Claim.

Indemnification Procedures. Whenever any claim shall arise for If a party seeking indemnification hereunderpursuant to this Section (each, an "INDEMNITEE") receives notice or otherwise learns of the party entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action assertion by a person or entity Person (including, without limitation, any governmental entity) who is not a party to this AgreementAgreement or an Affiliate thereof, of any claim or of the commencement by any such Person of any Action (a "THIRD PARTY CLAIM") with respect to which the party from whom indemnification is sought (each, an "INDEMNIFYING PARTY") may be obligated to provide indemnification pursuant to the Indemnification by Retrocedant and the Indemnification by Retrocessionaire subsections of this Section, such Indemnitee shall give such Indemnifying Party, at its sole cost and expense and upon Party written notice to thereof promptly after becoming aware of such Third Party Claim; PROVIDED that the Indemnified Party, may assume the defense failure of any such Action with counsel reasonably satisfactory Indemnitee to the Indemnified Party. The Indemnified Party shall be entitled to participate give notice as provided in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but this Section shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect under this Section, except to any damages resulting therefrom. The the extent that such Indemnifying Party is prejudiced by such failure to give notice. Such notice shall not settle any Action without describe the Indemnified Party’s prior written consent Third Party Claim in as much detail as is reasonably possible and, if ascertainable, shall indicate the amount (which consent shall not estimated if necessary) of the Loss that has been or may be unreasonably withheld or delayed)sustained by such Indemnitee.

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification The Party claiming indemnity under this Article 11 (the “Indemnified Party”) shall promptly provide give written notice of such claim to the other party Party from whom indemnity is being sought (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out ) promptly after learning of any Action by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified PartyClaim. The Indemnified Party shall be entitled to participate provide the Indemnifying Party with reasonable assistance, at the Indemnifying Party’s expense, in connection with the defense of the Claim for which indemnity is being sought. The Indemnified Party may participate in and monitor such defense with counsel of its own choosing at its sole expense; provided, however, the Indemnifying Party shall have the right to assume and conduct the defense of the Claim with counsel of its choice. The Indemnifying Party shall not settle any Claim without the prior written consent of the Indemnified Party, not to be unreasonably withheld. So long as the Indemnifying Party is actively defending the Claim in good faith, the Indemnified Party shall not settle or compromise any such Action, with its counsel and at its own cost and expenseClaim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not assume and conduct the defense of any such Actionthe Claim as provided above, (a) the Indemnified Party maymay defend against, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it consent to the Indemnifying Partyentry of any judgment, on or enter into any settlement with respect to such terms as Claim in any manner the Indemnified Party may deem reasonably appropriate (and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve need not consult with, or obtain any consent from, the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The in connection therewith), and (b) the Indemnifying Party shall not settle any Action without remain responsible to indemnify the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed)Party as provided in this Article 11.

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, As a condition to either Party’s (“Indemnifying Party”) obligation to indemnify the party entitled to indemnification other Party (the “Indemnified Party”) shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity who is not a party to under this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If will: (i) provide the Indemnifying Party does not assume the defense with prompt written notice of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice Claim that would give rise to liability of it to the Indemnifying PartyParty under this Agreement, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall provided that failure to give timely notice will not relieve the Indemnifying Party of its indemnification obligations herein to the extent that such failure does not materially prejudice the Indemnifying Party’s ability to defend or settle such Claim without liability, (ii) tender sole control of the defense and settlement of such Claim to the Indemnifying Party, provided that the Indemnifying Party will not settle any such Claim in a manner that does not fully discharge the Claim or imposes obligations on the Indemnified Party, without the written consent of the Indemnified Party, (iii) provide the Indemnifying Party, at the Indemnifying Party’s expense, with such assistance with respect to any damages resulting therefrom. The the Claim as the Indemnifying Party shall may reasonably request, and (iv) not settle disclose the terms of any Action settlement with respect to the Claim unless required to do so by judicial or other government order, and will not publicize, or permit any third party to publicize, any such settlement without the Indemnified Indemnifying Party’s prior written consent (which consent shall not be unreasonably withheld consent. Further, the Indemnified Party may participate in the defense or delayed)settlement of a Claim with its own counsel at its expense.

Indemnification Procedures. No claim for indemnification may be asserted after the date that is 24 months after the date hereof. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity Person who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefromhereunder. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (consent, which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party Buyer Party or Seller Party, as the case may be, entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim to Seller or Buyer, as the other party case may be (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever Promptly upon becoming aware of any claim shall arise for indemnification hereundermatter which is subject to the provisions of Sections 12.4 or 12.5 (a “Claim”), the party entitled to any Person seeking indemnification (the an “Indemnified Party”) shall promptly provide written must give notice of such claim the Claim to the other party Party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out , accompanied by a copy of any Action written documentation regarding the Claim received by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled also provide reasonable cooperation and information to participate assist the Indemnifying Party in the defense or settlement of any such Action, with its counsel and at its own cost and expenseClaim. If the Indemnified Party fails to notify the Indemnifying Party does of the Claim promptly or to provide reasonable cooperation and information to defend or settle the Claim, the Indemnifying Party shall not assume the defense of any such Action, be required to indemnify the Indemnified Party may, but shall not be obligated to, defend against to the extent that such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to failure prejudices the Indemnifying Party’s ability to defend or settle the Claim. The Indemnifying Party, on such at its sole option, may take whatever action it deems reasonable and appropriate in the handling, defense, or settlement of any Claim, subject to the terms as the Indemnified of any applicable insurance policy. The Indemnifying Party may deem appropriate and no action taken by will notify the Indemnified Party in accordance with writing of any proposed settlement of a Claim, and shall not settle any Claim without the prior written consent of the Indemnified Party, which such defense and settlement consent shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefromnot be unreasonably withheld, conditioned or delayed. The Indemnifying Indemnified Party shall not settle any Action Claim without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed)of the Indemnifying Party.

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to (a) Any Party seeking indemnification (the “Indemnified Party”) shall promptly agrees to provide written notice of such claim Prompt Notice to the applicable other party Party (the “Indemnifying Party”) if the Indemnified Party believes that it has incurred or may incur Damages for which indemnification may be asserted under this Article VIII (the “Indemnification Claim”). In connection Such notice shall specify the circumstances of such asserted Indemnification Claim in reasonable detail to the extent practicable. Failure to provide Prompt Notice in accordance with any claim giving rise this Section 8.3(a) shall not be deemed a waiver of an Indemnified Party’s right to seek indemnity hereunder resulting from under Section 8.1 or arising out 8.2 other than to the extent that such failure substantially prejudices the defense of any Action the Indemnification Claim by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may . (b) The Indemnifying Party shall assume the defense of any such Action the Indemnification Claim with counsel reasonably satisfactory to the Indemnified PartyParty and shall pay all costs of such defense. The Indemnified Party shall be entitled to participate may participate, at its expense, in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefromIndemnification Claim. The Indemnifying Party shall not settle keep the Indemnified Party informed of the status of any Action without such Indemnification Claim. Except as otherwise expressly set forth herein, the Indemnifying Party shall not, in the defense of such Indemnification Claim, take any substantive position regarding the Covered Contracts, consent to entry of any judgment or enter into any settlement, except with the prior written consent of the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever any claim third-party claim, suit, action, or proceeding (“Third-Party Claim”) shall arise for indemnification hereunder, the party entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity who is not a party to this AgreementThird-Party Claim, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action Third-Party Claim with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such ActionThird-Party Claim, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such ActionThird-Party Claim, the Indemnified Party may, but shall not be obligated to, defend against such Action Third Party Claim in such manner as it may deem appropriate, including, but not limited to, including settling such ActionThird-Party Claim, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action Third-Party Claim without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party Any entity entitled to indemnification (the “Indemnified Party”) under this Section 8 shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon give written notice to the Indemnified Partyindemnifying party of any Claims that may be subject to indemnification, promptly after learning of such Claim. Within a reasonable time after receiving such notice, the indemnifying party may assume the defense of any such Action Claims with counsel reasonably satisfactory to the Indemnified Partyindemnified party. Subject to the terms of the parties’ respective professional liability and malpractice insurance policies, the indemnified party shall cooperate with the indemnifying party in such defense at the indemnifying party’s expense. The Indemnified Party shall be entitled to participate in the defense of any such Actionindemnified party may, with its counsel and at its own cost option and expense, be represented by counsel of its choice in any action or proceeding with respect to such Claim. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but The indemnifying party shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken liable for any litigation costs or expenses incurred by the Indemnified Party in accordance with indemnified party without the indemnifying party’s written consent, such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect consent not to any damages resulting therefrombe unreasonably withheld. The Indemnifying Party indemnifying party shall not settle any Action without such Claim if such settlement (i) does not fully and unconditionally release the Indemnified Party’s prior written consent indemnified party from all liability relating thereto or (which consent shall not be unreasonably withheld or delayed)ii) adversely impacts the rights granted to the indemnified party under this Agreement, unless the indemnified party otherwise agrees in writing.

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party (a) A Party which becomes entitled to indemnification under this Agreement (the “"Indemnified Party”") shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon give written notice to the other Party (the "Indemnifying Party") of the occurrence of the events which give rise to such right of indemnification within 30 Days of the Indemnified Party becoming aware of the occurrence thereof. Such notice shall describe the claim, the basis thereof and shall indicate an estimate of the amount of the claim. To the extent that the Indemnifying Party is prejudiced by any failure of the Indemnified Party to provide such notice, such notice shall be a condition precedent to the liability of the Indemnifying Party under this Article XIV. (b) At the Indemnified Party's request, may assume the defense of any such Action Indemnifying Party shall, at its cost and expense, defend (with counsel reasonably satisfactory acceptable to the Indemnified Party) any suit asserting a claim against the Indemnified Party with respect to which the Indemnified Party is entitled to indemnification hereunder, and shall pay all costs and expenses incurred by the Indemnified Party to enforce its right to indemnification. The Indemnified Party shall be entitled to may, at its own expense, retain ***CONFIDENTIAL TREATMENT REQUESTED*** separate counsel and participate in the defense of any such Action, with its counsel and at its own cost and expensesuit. If Neither Party may settle or compromise a claim or suit without the Indemnifying Party does not assume the defense consent of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever A. Any person seeking indemnification under this Agreement (the "Indemnified Party") from or against the assertion of any claim shall arise for indemnification hereunder, the party entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity who is not a third party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written will give prompt notice to the Indemnified party from whom such indemnification is sought (the "Indemnifying Party"); provided, may assume however, that failure to give prompt notice will not relieve the Indemnifying Party of any liability hereunder (except when the Indemnifying Party suffers actual material prejudice in the defense of the claim or increased liability for damages by reason of such failure). The Indemnifying Party and the Indemnified Party will cooperate in the defense or prosecution of any such Action with third party claims. The Indemnifying Party shall assume and will have control over the defense and/or settlement of the claim; provided that (i) defense counsel retained by the Indemnifying Party shall be reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled , and (ii) subject to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Actioncontrol, the Indemnified Party may, but shall not be obligated to, defend against such Action may participate in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice defense with counsel of it to its choosing at its own expense. Neither the Indemnifying Party, on such terms as Party nor the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with will enter into any settlement of any such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action claim or legal proceeding relating thereto without the Indemnified Party’s prior written consent (which of the other party, such consent shall not to be unreasonably withheld or delayed). The obligations of the parties under the Sections 9.02 and 9.03 shall survive the termination of this Agreement.

Indemnification Procedures. Whenever any If a Party intends to claim indemnification under this ARTICLE XIII ("Indemnified Party"), it shall arise for indemnification hereunder, promptly notify the party entitled to indemnification other Party (the “"Indemnifying Party") in writing of such alleged Losses. The Indemnifying Party shall have the right to control the defense thereof with counsel of its choice as long as such counsel is reasonably acceptable to the Indemnified Party”) ; provided, however, that any Indemnified Party shall promptly provide written notice of such claim have the right to retain its own counsel at its own expense for any reason. The Indemnified Party, its employees and agents, shall reasonably cooperate with the other party (Indemnifying Party and its PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE EXCHANGE ACT. legal representatives in the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from investigation or arising out defense of any Action Losses or Third Party Claims covered by a person or entity who is not a party this ARTICLE XIII. The failure to this Agreement, the Indemnifying Party, at its sole cost and expense and upon deliver written notice to the Indemnified Party, may assume Indemnifying Party within a reasonable time after the defense commencement of any such Action with counsel reasonably satisfactory action, to the Indemnified Party. The Indemnified Party shall be entitled extent prejudicial to participate in the defense of any its ability to defend such Actionaction, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect any obligation to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent Party under this Section 13.3. It is understood that only Altus or Genentech may claim indemnity under this ARTICLE XIII (which consent shall on its own behalf or on behalf of its Altus Parties or Genentech Parties, respectively), and Altus Parties or Genentech Parties may not be unreasonably withheld or delayed)directly claim indemnity hereunder.

Indemnification Procedures. Whenever If any action, claim or demand shall arise for indemnification hereunderbe brought or asserted against any party to this Agreement in respect of which indemnity may be sought pursuant to this Section 14, the party entitled to seeking indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim to notify in writing the other party from which indemnification is sought (the “Indemnifying Party”). In connection with any claim giving rise , stating, to indemnity hereunder resulting from or arising out of any Action the extent applicable and known by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense name and address of any each claimant, the nature of the claim, and the provision or provisions of this Agreement under which such Action with counsel reasonably satisfactory to the Indemnified Partyclaim for indemnity is asserted. The Indemnified Indemnifying Party shall be entitled have the right to participate in the defense of any such Action, with third-party claims by counsel of its counsel choosing and at its own cost expense. No third-party claim may be settled without the written consent of the Indemnified Party and expensethe Indemnifying Party. If the Indemnified Party declines to accept a bona fide offer of settlement of a third-party claim which is recommended by the Indemnifying Party, the maximum liability of the Indemnifying Party shall not exceed the amount it would have been liable for had such settlement been accepted. If the Indemnifying Party does not assume the defense declines to accept a bona fide offer of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken settlement recommended by the Indemnified Party in accordance with such defense and settlement shall relieve Party, the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed)liable for whatever outcome results from such third-party claim.

Indemnification Procedures. Whenever any claim shall arise for All indemnification hereunder, obligations in this Agreement are conditioned upon the party entitled to Party seeking indemnification (the “Indemnified Party”): (a) shall promptly provide written notice of such claim to notifying the other party Party (the “Indemnifying Party”). In connection with ) of any claim giving rise to indemnity hereunder resulting from or arising out liability of which the Party seeking indemnification becomes aware (including a copy of any Action by related complaint, summons, notice or other instrument); provided, however, that failure to provide such notice within a person or entity who is reasonable period of time shall not a party to this Agreement, relieve the Indemnifying Party, at Party of any of its sole cost and expense and upon written notice obligations hereunder except to the Indemnified Party, may assume extent the defense of any Indemnifying Party is prejudiced by such Action failure; (b) cooperating with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Indemnifying Party shall be entitled to participate in the defense of any such Action, with its counsel claim or liability; and at its own cost and expense. If the Indemnifying Party does (c) not assume the defense compromising or settling any claim or liability without prior written consent of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle have the sole and exclusive right to select counsel to defend any Action such claim and final decision-making authority regarding all aspects of the defense of such claim. Notwithstanding the foregoing, (1) the Indemnified Party shall have the right to retain its own separate counsel in connection with any such claim at its own expense, (2) no admission of liability and no settlement of any claim in a manner adverse to the Indemnified Party shall be made without the approval of the Indemnified Party’s prior written consent , acting reasonably, and (which consent 3) no admission of liability shall be made by the Indemnified Party without the approval of the Indemnifying Party, acting reasonably, and the Indemnifying Party shall not be unreasonably withheld or delayed)liable for any settlement of any claim made without such approval.

Indemnification Procedures. Whenever If any claim action shall arise for indemnification hereunder, the party entitled to indemnification (the “be brought against any Indemnified Party”) shall promptly provide written notice Party in respect of such claim to the other party (the “Indemnifying Party”). In connection with any claim giving rise to which indemnity hereunder resulting from or arising out of any Action by a person or entity who is not a party may be sought pursuant to this Agreement, such Indemnified Party shall promptly notify Fortress Financial in writing, and Fortress Finaical shall have the Indemnifying Party, at its sole cost and expense and upon written notice right to the Indemnified Party, may assume the defense of any such Action thereof with counsel reasonably satisfactory to the Indemnified Partyof his own choosing. The Any Indemnified Party shall be entitled have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of any such Action, with its counsel and shall be at its own cost and expense. If the Indemnifying Party does not assume the defense expense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it except to the Indemnifying Party, on such terms as extent that the Indemnified Party may deem appropriate and no action taken employment thereof has been specifically authorized by the Indemnified Party in accordance with writing, the Indemnified Party has failed after a reasonable period of time to assume such defense and settlement shall relieve to employ counsel or in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Indemnifying Party and the position of its indemnification obligations herein provided with respect to any damages resulting therefromsuch Indemnified Party. The Indemnifying Party shall will not settle be liable to any Action Indemnified Party under this Article VII for any settlement by an Indemnified Party effected without the Indemnified Indemnifying Party’s prior written consent (consent, which consent shall not be unreasonably withheld or delayed); or to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Indemnified Party’s indemnification pursuant to this Article VII.