Common use of Procedures for Indemnification Clause in Contracts

Procedures for Indemnification. Each party entitled to indemnification under Subsection (a) or (b) (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); and, provided further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement. The Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayed.

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

Procedures for Indemnification. Each party entitled to indemnification under Subsection (aSection 2.10(a) or (bSection 2.10(b) of this Agreement (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); and, and provided further, further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this AgreementAgreement unless the Indemnifying Party is materially prejudiced thereby. The Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense expenses if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayed.

Procedures for Indemnification. Each party entitled to indemnification under Subsection (aSection 9(a) or (b) (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed)Party; and, provided provided, further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement. The Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense expenses if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld withheld, delayed or delayedconditioned.

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

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

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

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

Procedures for Indemnification. Each party entitled to indemnification under Subsection (aSection 2.10(a) or (bSection 2.10(b) (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); and, and provided further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this AgreementAgreement unless the Indemnifying Party is materially prejudiced thereby. The Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense expenses if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayed.

Procedures for Indemnification. Each party entitled to indemnification under Subsection (aSections 9(a) or (b) (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed)Party; and, provided provided, further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement. The Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense expenses if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld withheld, delayed or delayedconditioned.

Procedures for Indemnification. Each party entitled to Whenever a claim shall arise for indemnification under Subsection (a) Section 10.1, the indemnified party or (b) parties, as appropriate (the “Indemnified PartyOther Parties”) ), shall give notice to promptly notify the party required to provide or parties from whom indemnification is sought for such claim (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit request the Indemnifying Party to assume defend the defense same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability which the Indemnifying Party might have, except to the extent that such claim or any litigation resulting therefrom; provided, that counsel for failure prejudices the Indemnifying Party, who ’s position. The Indemnifying Party shall conduct have the right to defend against such liability or assertion in which event the Indemnifying Party shall give written notice to the Other Parties of acceptance of the defense of such claim and the identity of counsel selected by the Indemnifying Party. (a) If the Indemnifying Party assumes the defense of an action: (A) no settlement or compromise thereof may be effected (i) by the Indemnifying Party without the written consent of the Other Parties (which consent shall not be unreasonably conditioned, withheld or delayed) unless (x) there is no finding or admission of any violation of law or any litigation resulting therefrom, shall violation of the rights of any Person by any Other Party and no adverse effect on any other claims that may be approved made against any Other Party and (y) all relief provided is paid or satisfied in full by the Indemnified Indemnifying Party, or (ii) by any Other Party without the consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed, and (whose approval B) the Other Parties may subsequently assume the defense of such action if a court of competent jurisdiction determines that the Indemnifying Party is not vigorously defending such action. In no event shall an Indemnifying Party be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld or delayed); and. (b) With respect to any defense accepted by the Indemnifying Party, provided further, that the failure of any Indemnified Party Other Parties shall be entitled to give notice as provided herein shall not relieve participate with the Indemnifying Party of its obligations under this Agreement. The Indemnified Party may participate in such defense and also shall be entitled to employ separate counsel for such defense at such party’s their own expense; provided, however, that . In the event the Indemnifying Party does not accept the defense of any indemnified claim as provided above or there otherwise exists a conflict of interest such that independent counsel for the Other Parties would be appropriate for the defense of any such indemnified claim, the Other Parties shall pay have the right to employ counsel for such defense at the expense if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due Party. Each Member agrees to actual or potential differing interests between cooperate and to cause the Indemnified Party and any Company to cooperate with the other party represented by such counsel in such proceeding. No Indemnifying Party, parties in the defense of any such claim or litigation shall, except with action and the consent relevant records of each Indemnified Party, consent party shall be available to entry of the other parties with respect to any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayeddefense.

Procedures for Indemnification. Each party entitled to indemnification under Subsection (a) or (b) (the “Each Indemnified Party”) Party shall promptly give notice hereunder to the party required to provide indemnification (the “Indemnifying Party”) promptly indemnifying Party after such Indemnified Party has actual knowledge becoming aware of any claim as to which indemnity recovery may be soughtsought against the indemnifying Party because of the indemnity in this Article 15, and and, if such indemnity shall arise from the claim of a third party, shall permit the Indemnifying indemnifying Party to assume the defense of any such claim or and any litigation or other proceeding resulting therefromfrom such claim; provided, that counsel any Indemnified Party may, in any event, at its own expense, monitor and participate in, but not control, the defense of any such claim or litigation. Notwithstanding the foregoing, the right to indemnification hereunder shall not be affected by any failure of an Indemnified Party to give such notice (or by delay by an Indemnified Party in giving such notice) unless, and then only to the extent that, the rights and remedies of the indemnifying Party shall have been prejudiced as a result of the failure to give, or delay in giving, such notice. The notice required hereunder shall specify the basis for the Indemnifying Partyclaim for indemnification to the extent ascertainable at the time of the notice. Failure by the indemnifying Party to notify an Indemnified Party of its election to defend any such claim or action by a third party within 5 Business Days after notice thereof shall have been given to the indemnifying Party shall be deemed a waiver by the indemnifying Party of its right to defend such claim or action and the Indemnified Party may defend against such claim or litigation in such manner as it deems appropriate. Nothing herein shall be deemed to prevent an Indemnified Party from making a contingent claim for indemnification hereunder, who provided the Indemnified Party has reasonable grounds to believe that the claim or demand for indemnification will be made and sets forth the estimated amount of such claim to the extent then ascertainable. (b) The indemnifying Party shall conduct not, in the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); and, provided further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement. The Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment (other than a judgment of dismissal on the merits without costs) or enter into any settlement settlement, except with the written consent, which consent shall not be unreasonably withheld, of the Indemnified Party, which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to such the Indemnified Party of a release from all liability in respect of such claim or litigation. (c) If the indemnifying Party shall not, within thirty (30) days after its receipt of the notice required by Section 15.6(a) hereof, advise the 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 shall be deemed to be finally determined between the Parties hereto. If the indemnifying Party shall notify the Indemnified Party that it disputes any claim made by the Indemnified Party, then the Parties hereto shall endeavor to settle and compromise such claim, and no Indemnified Party shall consent if unable to entry of agree on any judgment settlement or settle compromise, such claim for indemnification shall be settled by appropriate litigation, and any liability established by reason of such settlement, compromise or litigation without shall be deemed to be finally determined. Any claim that is finally determined in the prior written consent of manner set forth above shall be paid promptly by the Indemnifying Party, which consent will not be unreasonably withheld or delayedindemnifying Party in cash.

Procedures for Indemnification. Each party entitled to indemnification under Subsection (a) or In the event of a dispute between the parties, the parties shall refer all indemnification matters with regard to Sections 17.1(b) and 17.2(b) hereof for dispute resolution pursuant to Section 20.9 below. (b) (the “Indemnified Party”) With respect to any third-party claims, either party shall give the other party prompt notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as third-party claim, that may give rise to which indemnity may be soughtany indemnification obligation under this Article 17, together with the estimated amount of such claim. Failure to give such notice shall not affect the indemnification obligations hereunder in the absence of actual and material prejudice. The indemnifying party shall permit have the Indemnifying Party right to assume the defense (at its own expense) of any such claim or any litigation resulting therefrom; provided, that through counsel for of its own choosing by so notifying the Indemnifying Party, who shall conduct party seeking indemnification within thirty (30) calendar days of the defense first receipt of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); and, provided further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement. The Indemnified Party may participate in such defense at such party’s expensenotice; provided, however, that any such counsel shall be reasonably satisfactory to the Indemnifying Party shall pay such expense if party seeking indemnification. If, under applicable standards of professional conduct, a conflict with respect to any significant issue between any indemnitee and the Indemnified Party shall believe reasonably and indemnifying party exists in good faith that representation respect of such Indemnified Party by third-party claim, the indemnifying party shall also pay the reasonable fees and expense of such additional counsel as may be required to be retained by in order to eliminate such conflict. If the Indemnifying Party would be inappropriate due indemnifying party assumes such defense, the party seeking indemnification shall have the right to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying party. If the indemnifying party chooses to defend or prosecute a third-party claim, the other party shall cooperate in the defense or prosecution thereof, which cooperation shall include, to the extent reasonably requested, the retention, and the provision to the indemnifying party, of any records and information reasonably relevant to such claim or litigation shallthird-party claim. The indemnifying party shall not, except with without the prior written consent of each Indemnified Partythe indemnified party, agree to the settlement, compromise or discharge of such third-party claim unless, by its terms, such settlement, compromise or discharge actually discharges the indemnified party from the full amount of liability in connection with such third-party claim. In addition, the indemnifying party shall not consent to, and the indemnified party in no event be required to agree to, the entry of any judgment or enter into any settlement which that (i) provides for injunctive or other non-monetary relief affecting the indemnified party or (ii) does not include as an unconditional term thereof the giving of a release for all liability with respect to such claim by the each claimant or plaintiff to such Indemnified Party of a release from all liability in respect each indemnified party that is the subject of such claim or litigationthird-party claim. Notwithstanding the foregoing, the provisions of Section 6.7(b) hereof and no Indemnified Party not the provisions of this Section 17.4 shall consent apply to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party, Assessment by any governmental authority to which consent will not be unreasonably withheld or delayedsaid Section 6.7(b) applies.

Procedures for Indemnification. Each (a) Whenever a claim shall arise for indemnification under Section 10.1, with the exception of claims for litigation expenses in respect of litigation as to which a notice of claim, as provided in this Section 10.2, has previously been given, which expenses shall be funded on an ongoing basis, the party entitled to indemnification under Subsection (a) or (b) (the “"Indemnified Party”") shall give notice to promptly notify the party required to provide from which indemnification is sought (the “"Indemnifying Party”") promptly after of such Indemnified Party has actual knowledge claim and, when known, the facts constituting the basis for such claim; provided, however, that in the event of any claim as for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party, the Indemnified Party shall give such notice thereof to which indemnity may be sought, and shall permit the Indemnifying Party not later than ten business days prior to assume the defense time any response to the asserted claim is required, if possible, and in any event within five business days following receipt of notice thereof. Failure to give timely notice or to include any specified information in any notice required by this Section 10.2 will not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such failure, any party which was entitled to receive such notice was deprived of its right to recover any payment under its applicable insurance coverage or was otherwise damaged as a result of such failure. In the event of any such claim for indemnification resulting from or any litigation resulting therefrom; provided, that counsel for the Indemnifying Party, who shall conduct the defense of such in connection with a claim or any litigation resulting therefromlegal proceeding by a third party, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); and, provided further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of may, at its obligations under this Agreement. The sole cost and expense, assume the defense thereof using counsel who is reasonably satisfactory to the Indemnified Party may participate in such defense at such party’s expenseParty; provided, however, that the Indemnifying Party shall pay such expense if the Indemnified Party shall believe reasonably and first have agreed in good faith writing that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which it does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayed.contest its responsibility for indemnifying the Indemnified

Procedures for Indemnification. Each party entitled to indemnification under Subsection (aSections 10(a) or (b10(b) (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); and, provided provided, further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this AgreementAgreement unless the Indemnifying Party is materially prejudiced thereby. The Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense expenses if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayed.

Procedures for Indemnification. Each With respect to any third-party entitled to indemnification under Subsection (a) or (b) (the “Indemnified Party”) claims, each party shall give the other party prompt notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any third-party claim as to which indemnity may be sought, and cooperate with the indemnifying party at the indemnifying party’s expense. The indemnifying party shall permit have the Indemnifying Party right to assume the defense (at the indemnifying party’s own expense) of any such claim through counsel of its own choosing by so notifying the party seeking indemnification within [***] of the first receipt of such notice. A party given notice of a claim for which the other party expects to be defended and indemnified shall have [***] in which to either assume control of the defense or any litigation resulting therefromprovide a reasonable explanation of why such party is not obligated to defend the claim pursuant to this Agreement; providedthe party seeking indemnification in such instance may begin to defend the claim on its own, subject to reimbursement of all such expenses by the other party upon the other party’s admission that counsel such claim is that party’s responsibility, or upon the determination by a judge or arbiter (in accordance with the dispute resolution provisions below) that the party was responsible for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); and, provided further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreementclaim. The Indemnified Party may party seeking indemnification shall have the right to participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shallthereof and to employ counsel, except with at its own expense, separate from the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving counsel employed by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigationindemnifying party. The indemnifying party shall not, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Partyindemnified party, which consent will agree to the settlement, compromise or discharge of such third-party claim if such settlement, compromise or discharge would require that the indemnified party: (a) enter into any license agreement, cross-license agreement, settlement, covenant-not-to-sue or similar arrangement with the indemnifying party or any third party; (b) admit to infringement, misappropriation or misuse of any third party’s intellectual property; or (c) otherwise undertake or agree not be unreasonably withheld to undertake any activity or delayed.business of the indemnified party. Flextronics - MSA - G-3 -7- FLEXTRONICS CONFIDENTIAL

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

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

Procedures for Indemnification. 14.4.1 Each party entitled to indemnification under Subsection (a) or (b) (the “Indemnified Party”) Party shall promptly give notice hereunder to the party required to provide indemnification (the “Indemnifying Party”) promptly indemnifying Party after such Indemnified Party has actual knowledge becoming aware of any claim as to which indemnity recovery may be soughtsought against the indemnifying Party because of the indemnity in this Article XIV, and and, if such indemnity shall arise from the claim of a third party, shall permit the Indemnifying indemnifying Party to assume the defense of any such claim or and any litigation or other proceeding resulting therefromfrom such claim; provided, that counsel any Indemnified Party may, in any event, at its own expense, monitor and participate in, but not control, the defense of any such claim or litigation. Notwithstanding the foregoing, the right to indemnification hereunder shall not be affected by any failure of an Indemnified Party to give such notice (or by delay by an Indemnified Party in giving such notice) unless, and then only to the extent that, the rights and remedies of the indemnifying Party shall have been prejudiced as a result of the failure to give, or delay in giving, such notice. The notice required hereunder shall specify the basis for the Indemnifying Partyclaim for indemnification to the extent ascertainable at the time of the notice. Failure by the indemnifying Party to notify an Indemnified Party of its election to defend any such claim or action by a third party within thirty (30) days after notice thereof shall have been given to the indemnifying Party shall be deemed a waiver by the indemnifying Party of its right to defend such claim or action. Nothing herein shall be deemed to prevent an Indemnified Party from making a contingent claim for indemnification hereunder, who provided the Indemnified Party has reasonable grounds to believe that the claim or demand for indemnification will be made and sets forth the estimated amount of such claim to the extent then ascertainable. 14.4.2 The indemnifying Party shall conduct not, in the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); and, provided further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement. The Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment (other than a judgment of dismissal on the merits without costs) or enter into any settlement settlement, except with the written consent, which consent shall not be unreasonably withheld, of the Indemnified Party, which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to such the Indemnified Party of a release from all liability in respect of such claim or litigation. 14.4.3 If the indemnifying Party shall not assume the defense of any such claim by a third party, and no or litigation resulting therefrom, after receipt of notice from the Indemnified Party, the Indemnified Party shall consent to entry of any judgment or settle may defend against such claim or litigation without in such manner as it deems appropriate. 14.4.4 If the prior written consent indemnifying Party shall not, within thirty (30) days after its receipt of the Indemnifying notice required by Section 14.4.1 hereof, advise the 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 shall be deemed to be finally determined between the Parties hereto. If the indemnifying Party shall notify the Indemnified Party that it disputes any claim made by the Indemnified Party, which consent will not then the Parties hereto shall endeavor to settle and compromise such claim, and if unable to agree on any settlement or compromise, such claim for indemnification shall be unreasonably withheld settled by appropriate litigation, and any liability established by reason of such settlement, compromise or delayedlitigation shall be deemed to be finally determined. Any claim that is finally determined in the manner set forth above shall be paid promptly by the indemnifying Party in cash.

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

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

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

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

Procedures for Indemnification. Each party entitled to indemnification under Subsection (a) or (b) (the “Indemnified Party”"INDEMNIFIED PARTY") shall give notice to the party required to provide indemnification (the “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; providedPROVIDED, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayedwithheld); and, provided furtherPROVIDED, FURTHER, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this AgreementAgreement except to the extent the indemnifying party is prejudiced thereby. The Indemnified Party may participate in such defense at such party’s 's expense; providedPROVIDED, howeverHOWEVER, that the Indemnifying Party shall pay such expense the reasonable fees and expenses of not more than one counsel selected by the Indemnified Parties and reasonably acceptable to the Indemnifying Party, if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayed.

Procedures for Indemnification. Each If a Company Event of Breach or a Wexford Event of Breach (a "Party's Event of Breach") occurs or is alleged and either the Company or the Wexford Indemnitees (a "Party Indemnitee") asserts that the other party entitled has become obligated to indemnification under Subsection (a) it pursuant to Section 7.1 or (b) (7.2, or if any claim is begun, made or instituted as a result of which the “Indemnified Party”) other party may become obligated to a Party Indemnitee hereunder, such Party Indemnitee shall give prompt notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified other party. The Party has actual knowledge of any claim as to which indemnity may be sought, and Indemnitee shall permit the Indemnifying Party other party (at its expense) to assume the defense of any such claim or any litigation resulting therefromclaim; provided, however, that (a) the counsel for the Indemnifying Party, other party who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved reasonably satisfactory to the Party Indemnitee, (b) the Party Indemnitee may participate in such defense at its expense, and (c) the omission by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); and, provided further, that the failure of any Indemnified Party Indemnitee to give notice as provided herein shall not relieve the Indemnifying Party other party of its obligations under this Agreement. The Indemnified Party may participate indemnification obligation except to the extent that such omission results in such defense at such party’s expense; provided, however, that a failure of actual notice to the Indemnifying Party shall pay such expense if other party and the Indemnified Party shall believe reasonably and in good faith that representation other party is materially damaged as a result of such Indemnified failure to give notice. Except with the prior written consent of the Party by Indemnitee, the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Partyshall not, in the defense of any such claim or litigation shall, except with the consent of each Indemnified Partyclaim, consent to entry of any judgment or enter into any settlement which that provides for injunctive or other non- monetary relief affecting the Party Indemnitee or that does not include as an unconditional term thereof the giving by the each claimant or plaintiff to such Indemnified Party Indemnitee of a release from all liability with respect to such claim or litigation. In the event that the Party Indemnitee shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the other party might be expected to affect adversely the ability of the Party Indemnitee to conduct its business, or that the Party Indemnitee may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the other party in respect of such claim relating thereto, the Party Indemnitee shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigationlitigation relating to any such claim at the sole cost of the other party (including without limitation reasonable attorneys' fees and disbursements and other amounts paid as the result of such claim); provided, however, that if the Party Indemnitee does so take over and no Indemnified assume control, the Party Indemnitee shall consent to entry of any judgment or not settle such claim or litigation without the prior written consent of the Indemnifying Partyevery other party, which such consent will not to be unreasonably withheld withheld. In the event that every other party does not accept and continue the defense of any matter as provided above, the Party Indemnitee shall have the full right to defend against any such claim and shall be entitled to settle or delayedagree to pay in full such claim.

Procedures for Indemnification. Each party entitled to indemnification under Subsection (a) or (b) (the “"Indemnified Party”") shall give notice to the party required to provide indemnification (the “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayedwithheld); and, provided provided, further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this AgreementAgreement except to the extent the Indemnifying Party is prejudiced thereby. The Indemnified Party may participate in such defense at such party’s 's expense; provided, however, that the Indemnifying Party shall pay such expense the reasonable fees and expenses of not more than one counsel selected by the Indemnified Parties and reasonably acceptable to the Indemnifying Party, if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayed.

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

Procedures for Indemnification. Each party entitled to indemnification under Subsection (a) or (b) of this Section 9 (the “Indemnified Party”"INDEMNIFIED PARTY") shall give notice to the party required to provide indemnification (the “Indemnifying Party”"INDEMNIFYING PARTY") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; providedPROVIDED, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayedwithheld); and, provided furtherPROVIDED, FURTHER, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement. The Indemnified Party may participate in such defense at such party’s 's expense; providedPROVIDED, howeverHOWEVER, that the Indemnifying Party shall pay such expense if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayed.

Procedures for Indemnification. Each party entitled to ------------------------------ indemnification under Subsection (a) or (b) (the “"Indemnified Party”") shall give ----------------- notice to the party required to provide indemnification (the “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided, that counsel for the Indemnifying Party, who shall conduct the defense -------- of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayedwithheld); and, provided provided, further, that the failure of any Indemnified Party to give notice as -------- ------- provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement. The Indemnified Party may participate in such defense at such party’s 's expense; provided, however, that the Indemnifying Party shall pay -------- ------- such expense if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayed.

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

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

Procedures for Indemnification. Each party entitled to indemnification under Subsection (a) or (b) (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayedwithheld); and, provided provided, further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement. The Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense expenses if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. All expenses of an Indemnified Party hereunder shall be paid in advance by the Indemnifying Party, subject to receipt by the Indemnifying Party of an undertaking from the Indemnified Party to return such amounts if the Indemnified Party is subsequently finally determined not to have been entitled to indemnification with respect to such expenses in accordance with this Agreement. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayed.

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

Procedures for Indemnification. Each party entitled to indemnification under Subsection (a) or (b) (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayedwithheld); and, provided provided, further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement. The Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if the Indemnified Party shall believe reasonably and in good faith that its representation of such Indemnified Party by the counsel retained by the Indemnifying Party Party’s counsel would be inappropriate due to cause an actual or potential differing interests conflict of interest between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include include, as an unconditional term thereof thereof, the giving full release, by the claimant or plaintiff to such plaintiff, of the Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayed.

Procedures for Indemnification. Each party entitled to ------------------------------ indemnification under Subsection (a) or (b) (the “"Indemnified Party”") shall give notice to the party required to provide indemnification (the “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); and, provided provided, further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement. The Indemnified Party may participate in such defense at such party’s 's expense; provided, however, that the Indemnifying Party shall pay such expense if in the written opinion of counsel to the Indemnified Party reasonably acceptable to the Indemnifying Party, such counsel shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel to the Indemnifying Party in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle for monetary amounts such claim or litigation without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayed.

Procedures for Indemnification. Each party entitled to indemnification under Subsection (ai) or (bii) (the “Indemnified Party”"INDEMNIFIED PARTY") shall give notice to the party required to provide indemnification (the “Indemnifying Party”"INDEMNIFYING PARTY") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayedwithheld); and, provided provided, further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement. The Indemnified Party may participate in such defense at such party’s 's expense; provided, however, that the Indemnifying Party shall pay such expense if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayed.

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