Common use of Procedures for Third Party Claims Clause in Contracts

Procedures for Third Party Claims. In the case of any claim for indemnification arising from a claim of a third-party other than an Infringement Claim subject to Section 13.3 above (a “Third-Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, to the party from which indemnity is sought (each an “Indemnifying Party”) of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights hereunder unless, and then solely to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlement.

Procedures for Third Party Claims. In Within twenty (20) days after the case assertion by any third party of any claim for indemnification arising from a claim of a third-party other than an Infringement Claim subject to Section 13.3 above (a “Third-Party Claim”)against any indemnitee that, a party seeking indemnification hereunder (each an “Indemnified Party”) shall give prompt written notice, following such Indemnified Party’s receipt in the judgment of such claim or demandindemnitee, may result in the incurrence by such indemnitee of Costs for which such indemnitee would be entitled to indemnification pursuant to this Agreement, such indemnitee shall deliver to the party from which indemnity is sought indemnitor a written notice (each an “Indemnifying Party”the "Indemnity Notice") of any claim or demand of which describing in reasonable detail such Indemnified Party has knowledge and as to which it may request indemnification hereunderclaim; provided, however, that any delay or failure to give such notice will notify the indemnitor of any claim shall not affect such Indemnified Party’s rights hereunder unless, and then solely relieve it from any liability except to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of indemnitor demonstrates that the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from is materially prejudiced by such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled delay or failure to assume control of such defense if (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claimnotify. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in In the case of any claim or demand described in clause third party claims, the indemnitor shall, within ten (i10) or (ii) days of receipt of notice of such claim, notify the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel indemnitee of its intention to assume the defense of such claim. If the indemnitor shall assume the defense of the claim, the indemnitor shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or demandliability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the reasonable indemnitee shall have the right to employ its own counsel in such action, and, in such event, the fees and disbursements expenses of such counsel shall be at borne by the expense indemnitor. If the indemnitor shall not assume the defense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be settled by the Indemnified Party without subject to the prior written consent of the Indemnifying Partyindemnitor, which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party Within ten (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability 10) days after final determination with respect to a third party claim, the matter indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in controversy that is bindingrespect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, valid and enforceable against all applicable Parties)payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. Notwithstanding A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the foregoingvalidity of a disputed claim, if no appeal is pending from such judgment or if the Indemnified Party fails time to object appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the settlement within five termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (5D) Business Days a written acknowledgment of receipt the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party disputed claim as shall be deemed to have consented acceptable to the settlementparties.

Procedures for Third Party Claims. In the case of any claim for indemnification arising from (a) If a claim or demand is made against a SpecCo Indemnitee, a MatCo Indemnitee or an AgCo Indemnitee (each, an “Indemnitee”) by any Person who is not a member of a third-party other than an Infringement Claim subject to Section 13.3 above the AgCo Group, SpecCo Group or MatCo Group (a “Third-Third Party Claim”)) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement, a party seeking such Indemnitee shall notify the Party (and, if applicable, the Contingent Claim Committee and/or the Shared Historical DuPont Claim Committee) which is or may be required pursuant to this Article VIII to make such indemnification hereunder (each an “Indemnified Party”) shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, to the party from which indemnity is sought (each an “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party Claim as promptly as practicable (and in any claim event within fifteen (15) days) after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or demand otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be a Specified DowDuPont Shared Liability or a Shared Historical DuPont Liability, such Indemnified Party, as appropriate, shall give the Contingent Claim Committee and/or the Shared Historical DuPont Claim Committee (as determined pursuant to Article VI or Article VII, as applicable) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party has knowledge and as to which it may request indemnification hereunderClaim; provided, however, that the failure to give provide notice of any such notice will Third Party Claim pursuant to this or the preceding sentence shall not affect such Indemnified Party’s rights hereunder unless, release the Indemnifying Party from any of its obligations under this Article VIII except and then solely to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are Party shall have been actually materially prejudiced as a result of such failure. The Thereafter, the Indemnitee shall deliver to the Indemnifying Party shall have (and, as applicable, to the right Managing Party, the Contingent Claim Committee and the Shared Historical DuPont Claim Committee), as promptly as practicable (and if it elects in any event within five (5) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to exercise such rightthe Third Party Claim. (b) Other than in the case of (i) Taxes addressed in the Tax Matters Agreement, which shall do so within twenty be addressed as set forth therein, (20ii) days after receiving such notice from the Indemnified Partyindemnification by a beneficiary Party of a guarantor Party pursuant to Section 2.10(c) to defend and to direct (the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected which shall be controlled by the Indemnifying beneficiary Party; provided), that (iii) a Specified DowDuPont Shared Liability (the defense of which shall be controlled by the Managing Party as provided for in Article VI) or (iv) a Shared Historical DuPont Liability (the defense of which shall be controlled by the Managing Party as provided for in Article VII), (A) an Indemnifying Party shall be entitled (but shall not be required) to assume and control the defense of any Third Party Claim, and (B) if it does not assume the defense of such action only Third Party Claim, to participate in the defense of such Third Party Claim, in each case, at such Indemnifying Party’s own cost and expense and by such Indemnifying Party’s own counsel that is reasonably acceptable to the applicable Indemnitees (after consultation in good faith with the applicable Indemnitees), if it gives notice of its intention to do so to the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds applicable Indemnitees within thirty (30) days of the Indemnified Party harmless from and against all Losses resulting receipt of such notice from such Third-Party ClaimIndemnitees; and provided further provided, however, that the Indemnifying Party shall not be entitled to assume control the defense of any Third Party Claim to the extent such Third Party Claim (x) is an allegation of a criminal violation, (y) seeks injunctive, equitable or other relief other than monetary damages against the Indemnitee (provided that such Indemnitee shall reasonably cooperate with the Indemnifying Party, at the request of the Indemnifying Party, in seeking to separate any such claims from any related claim for monetary damages if this clause (y) is the sole reason that such Third Party Claim is a Non-Assumable Third Party Claim) or (z) is made by a Governmental Entity (clauses (x), (y) and (z), the “Non-Assumable Third Party Claims”). After notice from an Indemnifying Party to an Indemnitee of the Indemnifying Party’s election to assume the defense of a Third Party Claim, such Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, at its own expense and, in any event, shall cooperate with the Indemnifying Party in such defense if and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent Information, materials and other information in such Indemnitee’s possession or under such Indemnitee’s control relating thereto as are reasonably required by the Indemnifying Party; provided, however, that in the event a conflict of interest exists, or is reasonably likely to exist, that would make it inappropriate in the reasonable judgment of the applicable Indemnitee(s) for the same counsel to represent both the Indemnifying Party and the applicable Indemnitee(s), such Indemnitee(s) shall be entitled to retain, at the Indemnifying Party’s expense, separate counsel as required by the applicable rules of professional conduct with respect to such matter. In the event that the Indemnifying Party exercises the right to assume and control the defense of a Third Party Claim as provided above, (i1) the Indemnifying Party shall keep the Indemnitee(s) apprised of all material developments in such defense, (2) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of withdraw from the defense of such claim or demand or (y) the Indemnified Third Party has one or more defenses not available Claim without providing advance notice to the Indemnifying Party, (ivIndemnitee(s) such claim relates reasonably sufficient to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (vallow the Indemnitee(s) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel prepare to assume the defense of such claim Third Party Claim, and (3) the Indemnifying Party shall conduct the defense of the Third Party Claim actively and diligently, including the posting of bonds or demandother security required in connection with the defense of such Third Party Claim. (c) Other than in the case of a Specified DowDuPont Shared Liability, a Shared Historical DuPont Liability or a Non-Assumable Third Party Claim, if an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim or fails to notify an Indemnitee of its election as provided in Section 8.5(b), or if the Indemnifying Party fails to actively and diligently defend the Third Party Claim (including by withdrawing or threatening to withdraw from the defense thereof), the reasonable fees and disbursements of applicable Indemnitee(s) may defend such counsel shall be Third Party Claim at the cost and expense of the Indemnifying Party. The If the Indemnitee is conducting the defense of any Third Party Claim, the Indemnifying Party shall have no indemnification obligations cooperate with the Indemnitee in such defense and make available to the Indemnitee, at the Indemnifying Party’s expense, all witnesses, pertinent Information, material and information in such Indemnifying Party’s possession or under such Indemnifying Party’s control relating thereto as are reasonably required by the Indemnitee. (d) Other than any Third Party Claim that is in respect to any such claim or demand of (x) a Specified DowDuPont Shared Liability, which shall be settled governed by the Indemnified Article VI or (y) a Shared Historical DuPont Liability, which shall be governed by Article VII, no Indemnitee may admit any liability with respect to, consent to entry of any judgment of, or settle, compromise or discharge any Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed conditioned or conditioned. The delayed. (e) In the case of a Third Party Claim (except for any Third Party Claim that is in respect of (x) a Specified DowDuPont Shared Liability which, with respect to the subject matter of this Section 8.5(e), shall be governed by Article VI or (y) a Shared Historical DuPont Liability which, with respect to the subject matter of this Section 8.5(e), shall be governed by Article VII), the Indemnifying Party shall not settle admit any such claim liability with respect to, consent to entry of any judgment of, or settle, compromise or discharge, the Third Party Claim without the prior written consent of the Indemnified Party Indemnitee (which consent shall not be unreasonably withheld, delayed conditioned or conditioned if delayed) unless such settlement is accompanied or judgment (A) completely and unconditionally releases the Indemnitee in connection with such matter, (B) provides relief consisting solely of money damages borne by a document releasing the Indemnified Indemnifying Party from and (C) does not involve any admission by the Indemnitee of any wrongdoing or violation of Law. (f) Notwithstanding anything herein or in any Ancillary Agreement or any Conveyancing and Assumption Instrument to the contrary, other than (x) as set forth in the Dow Captive Policies and (y) as provided in Section 12.19 with respect to this Agreement, (i) the indemnification provisions of this Article VIII shall be the sole and exclusive remedy of the Parties, the parties to the Conveyancing and Assumption Instruments and any Indemnitee for any breach of this Agreement or any Conveyancing and Assumption Instrument and for any failure to perform and comply with any covenant or agreement in this Agreement or in any Conveyancing and Assumption Instrument; (ii) each party hereto and each Indemnitee expressly waives and relinquishes any and all liability rights, claims or remedies it may have with respect to the foregoing other than under this Article VIII and the Dow Captive Policies against any Indemnifying Party; (iii) none of the Parties, the members of their respective Groups or any other Person may bring a claim under any Conveyancing and Assumption Instrument; (iv) any and all claims arising out of, resulting from, or in connection with the Internal Reorganization or the other transactions contemplated in this Agreement must be brought under and in accordance with the terms of this Agreement (or under an applicable Dow Captive Policy); and (v) no breach of this Agreement or any Conveyancing and Assumption Instrument shall give rise to any right on the part of any party hereto or thereto, after the consummation of the MatCo Distribution, to rescind this Agreement, any Conveyancing and Assumption Instrument or any of the transactions contemplated hereby or thereby, except as expressly provided in Section 2.6(a) and Section 2.6(b); provided, however, that with respect to the transactions contemplated by this Agreement (including the Internal Reorganization and Distributions), the Parties may also bring claims arising under the Tax Matters Agreement under and in accordance with the Tax Matters Agreement and claims arising under the Employee Matters Agreement under and in accordance with the Employee Matters Agreement. Each Party shall cause the members of its Group to comply with this Section 8.5(f). (g) The provisions of this Article VIII shall apply to Third Party Claims that are already pending or asserted as well as Third Party Claims brought or asserted after the date of this Agreement. There shall be no requirement under this Section 8.5 to give a notice with respect to any Third Party Claim that exists as of the Effective Time. Each Party on behalf of itself and each other member of its Group acknowledges that Liabilities for Actions (regardless of the parties to the Actions) may be partly Specialty Products Liabilities, partly Materials Science Liabilities and partly Agriculture Liabilities. If the Parties cannot agree on the allocation of any such Liabilities for Actions, they shall resolve the matter pursuant to the procedures set forth in controversy Article X. No Party shall, nor shall any Party permit the other members of its Group (or their respective then-Affiliates) to, file Third Party Claims or cross-claims against any other Party or any members of another Group in an Action in which a Third Party Claim is being resolved. (h) For purposes of this Section 8.5, any claim or demand that is bindingmade against any member of the SpecCo Group or AgCo Group or any of their respective then-Affiliates as to which any member of the SpecCo Group or AgCo Group or such then-Affiliate, valid as applicable, is or may be entitled to insurance coverage for more than 50% of the total related costs and enforceable against all liabilities by the Dow Insurer pursuant to Section 11.5, shall be considered a “Third Party Claim” and MatCo shall be considered the “Indemnifying Party” and the applicable Parties)member of the AgCo Group or SpecCo Group, or such applicable then-Affiliate, as applicable, shall be considered the “Indemnitee” with respect thereto, each with the rights and responsibilities set forth in this Section 8.5. Notwithstanding With respect to those claims or demands for which any member of the foregoingSpecCo Group or AgCo Group, if or any of their respective then-Affiliates, is or may be entitled to coverage for 50% or less of the Indemnified Party fails to object to total related costs and liabilities, their relationship with the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing Dow Insurer shall be governed by the terms and condition conditions of such settlementthe relevant insurance policy(ies), the Indemnified Party shall be deemed to have consented in accordance with historical claim-handling practices of said insurer, without regard to the settlementterms of this Section 8.5.

Procedures for Third Party Claims. In the case of any claim for indemnification arising from a claim of asserted by a third-third party other than an Infringement Claim subject to Section 13.3 above (a “Third-Third Party Claim”), a party the person or entity seeking indemnification hereunder pursuant to this Article V (each an the “Indemnified Party”) shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, notice to the party Party from which indemnity indemnification is sought pursuant to this Article V (each an the “Indemnifying Party”) of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that the failure of any Indemnified Party to give such notice will shall not affect such Indemnified Party’s rights hereunder unlessrelieve any Indemnifying Party of his or its obligations under this Article V, and then solely except to the extent that, the rights of the that such Indemnifying Parties from whom indemnity Party is sought are actually prejudiced as a result of by such failurefailure to give prompt written notice. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demandThird Party Claim, in his or its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled unless counsel to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between for such counsel in representing the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Third Party has one or more defenses not available to the Indemnifying PartyClaim; provided, (iv) such claim relates to or arises in connection with any criminal proceedinghowever, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or shall not be entitled to assume the defense of a Third Party Claim unless it has acknowledged and agreed in a separate writing that it is failing responsible, subject to vigorously prosecute or the limitations of this Article V, for the indemnity giving rise to such Third Party Claim and will defend such Third-Third Party Claim. Claim subject to the limitations of this Article V. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demandThird Party Claim. The Indemnified Party shall have the right to participate in the defense of any claim or demand Third Party Claim with counsel employed at his or its own expense; provided, however, that, in the case of any claim Third Party Claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demandThird Party Claim, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim Third Party Claim or demand which shall be is settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheldconditioned, delayed or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlement.

Procedures for Third Party Claims. (a) In order for a Person (the case "Indemnified Party") to be entitled to any indemnification provided for under Section 10.2 or 10.3 hereof in respect of, arising out of any claim for indemnification arising from or involving a claim of a third-party made by any Person (other than an Infringement Claim subject to Section 13.3 above another Party or its Affiliate) against the Indemnified Party (a “"Third-Party Claim”"), a party seeking indemnification hereunder (each an “Indemnified Party”) shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, to the party from which indemnity is sought (each an “Indemnifying Party”) of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereundermust notify the indemnifying party in writing of the Third-Party Claim promptly following receipt by such Indemnified Party of written notice of the Third-Party Claim; provided, however, that failure to give such notice will notification shall not affect such Indemnified Party’s rights the indemnification provided hereunder unless, and then solely except to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are indemnifying party shall have been actually materially prejudiced as a result of such failure. The Indemnifying Thereafter, the Indemnified Party shall have deliver to the right (and if it elects to exercise such rightindemnifying party, shall do so within twenty (20) days after receiving such notice from as promptly as practicable following the Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to defend and the Third-Party Claim that are not separately addressed to direct the defense indemnifying party. (b) If a Third-Party Claim is made against any such claim or demand, in its name or in the name of the an Indemnified Party, as the case may beindemnifying party shall be entitled to participate in the defense thereof and, at if it so chooses, to assume the expense of the Indemnifying Party, and defense thereof with counsel selected by the Indemnifying Partyindemnifying party; provided, however, that such counsel is not reasonably objected to by the Indemnifying Party shall be entitled Indemnified Party. Should the indemnifying party so elect to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such a Third-Party Claim; and provided further that , the Indemnifying Party indemnifying party shall not be entitled liable to assume control of such defense if (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) for any reasonable legal expenses subsequently incurred by the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that defense thereof. If the Indemnifying Party failed or is failing to vigorously prosecute or defend indemnifying party assumes such Third-Party Claim. Notwithstanding anything in this Agreement to the contrarydefense, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense; provided, however, thatthat the indemnifying party shall bear the reasonable fees and expenses of such separate counsel (i) if the Parties to any such action or proceeding (including impleaded parties) include other Parties and representation of both Parties would, in the case reasonable opinion of any claim or demand described in clause (i) counsel for the Indemnified Party, be inappropriate due to a conflict of interest or (ii) of if the second preceding sentence or as to which the Indemnifying Party indemnifying party shall not in fact have employed counsel (other than counsel that is reasonably objected to assume by the defense Indemnified Party) within a reasonable time after the Indemnified Party has given notice of such claim or demand, the institution of a Third-Party Claim in compliance with Section 10.4(a) hereof. The indemnifying party shall be liable for the reasonable fees and disbursements expenses of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled employed by the Indemnified Party for any period during which the indemnifying party has not assumed the defense thereof, provided, however, that such counsel is not reasonably objected to by the indemnifying party. If the indemnifying party chooses to defend or prosecute a Third-Party Claim, all the Indemnified Parties shall cooperate in the defense or prosecution thereof at the indemnifying party's expense. Such cooperation shall include the retention and (upon the indemnifying party's request) the provision to the indemnifying party of records and information that are reasonably relevant to such Third-Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. If the indemnifying party assumes the defense of a Third-Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third-Party Claim without the indemnifying party's prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding If the foregoing, if indemnifying party assumes the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt defense of a written notice from the Indemnifying Third-Party containing the terms and condition of such settlementClaim, the Indemnified Party shall be deemed agree to have consented any settlement, compromise or discharge of a Third-Party Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the settlementfull amount of the liability in connection with such Third-Party Claim, which releases the Indemnified Party completely in connection with such Third-Party Claim and that would not otherwise materially adversely affect the Indemnified Party.

Procedures for Third Party Claims. In the case (a) If any Indemnitee receives notice of assertion or commencement of any claim for indemnification arising from a claim of a third-party other than an Infringement Claim subject to Section 13.3 above (a “Third-Party Claim”)Claim against such Indemnitee in respect of which an Indemnitor may be obligated to provide indemnification under this Agreement, a party seeking indemnification hereunder (each an “Indemnified Party”) the Indemnitee shall give such Indemnitor reasonably prompt written notice, following such Indemnified Party’s receipt of such claim or demand, to the party from which indemnity is sought (each an “Indemnifying Party”) of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereundernotice thereof; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights no delay on the part of the Indemnitee in notifying any Indemnitor shall relieve the Indemnitor from any obligation hereunder unless, unless (and then solely to the extent that, extent) the rights of the Indemnifying Parties from whom indemnity Indemnitor is sought are actually prejudiced as a result of by such failure. The Indemnifying Party shall delay. (b) Any Indemnitor will have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense Indemnitee against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that Claim with counsel of its choice reasonably satisfactory to the Indemnifying Party shall not be entitled to assume control of such defense if Indemnitee so long as (i) the Indemnifying Party shall not have notified Indemnitor notifies the Indemnified Party Indemnitee in writing within ten (10) days after the Indemnitee has given notice of its exercise of its right to defend such the Third-Party claim within Claim that the Indemnitor will indemnify the Indemnitee from and against any such twenty (20) day period; Indemnifiable Losses, (ii) such claim or demand seeks the Indemnitor provides the Indemnitee with evidence reasonably acceptable to the Indemnitee that the Indemnitor will have the financial resources to defend against the Third-Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third-Party Claim involves only monetary damages and does not seek an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Partyrelief, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigationsettlement of, or an adverse judgment in respect of, the Third-Party Claim is not, in the good faith judgment of the Indemnitee, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnitee, and (v) the appropriate court rules that Indemnitor conducts the Indemnifying Party failed or is failing to vigorously prosecute or defend such defense of the Third-Party Claim. Notwithstanding anything in this Agreement to Claim actively and diligently. (c) So long as the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in Indemnitor is conducting the defense of such claim or demand. The Indemnified the Third-Party shall have Claim in accordance with Section 9.4(b), (i) the right to Indemnitee may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim, (ii) the Indemnitee will not consent to the entry of any claim judgment or demand with counsel employed at its own expenseenter into any compromise or settlement in respect of the Third-Party Claim without the prior written consent of the Indemnitor (which consent will not be unreasonably conditioned, delayed, or withheld), and (iii) the Indemnitor will not consent to the entry of any judgment or enter into any compromise or settlement in respect of the Third-Party Claim without the prior written consent of the Indemnitee (which consent will not be unreasonably conditioned, delayed, or withheld); provided, however, that, in respect of subsection (iii) above, the case Indemnitee may condition such consent upon the delivery by the claimant or plaintiff to the Indemnitee of a duly executed unconditional release of the Indemnitee from all liability in respect of such Third-Party Claim. (d) In the event any claim condition set forth in Section 9.4(b) is or demand described in clause becomes unsatisfied, however, (i) the Indemnitee may defend against, and consent to the entry of any judgment or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not enter into any settlement in fact have employed counsel to assume the defense of such claim or demandrespect of, the reasonable fees Third-Party Claim in any manner it reasonably may deem appropriate, provided that the Indemnitee will consult with and disbursements of such counsel shall be at obtain the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, Indemnitor in connection therewith which consent shall not be unreasonably conditioned, delayed, or withheld, delayed (ii) the Indemnitor will reimburse the Indemnitee promptly and periodically for the costs of defending against the Third-Party Claim (including reasonable attorneys’ fees and expenses), and (iii) the Indemnitor will remain responsible for any Indemnifiable Losses the Indemnitee may suffer resulting from, arising out of, relating to, in the nature of, or conditioned. The Indemnifying caused by, the Third-Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect Claim to the matter fullest extent provided in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementthis Section.

Procedures for Third Party Claims. In the case (a) Promptly after receipt by an Indemnified Party of any claim for indemnification arising from a claim notice of a third-party other than an Infringement Claim subject to Section 13.3 above (a “Third-Third Party Claim”), such Indemnified Party shall provide a party seeking indemnification hereunder Claim Notice to the Indemnifier within five (each an “Indemnified Party”5) shall give prompt written notice, following such days after the Indemnified Party’s receipt of such claim or demandnotice of the Third Party Claim. (b) The Indemnifier shall have the right, upon written notice delivered to the Indemnified Party within thirty (30) days after receipt of the Claim Notice, to assume the party from which indemnity is sought (each an “Indemnifying Party”) defence of any claim or demand such Third Party Claim, including the employment of which such counsel reasonably satisfactory to the Indemnified Party and the payment of the reasonable fees and disbursements of such counsel. The Indemnified Party shall co-operate in good faith in the defence of each Third Party Claim, even if the defence has knowledge been assumed by the Indemnifier and as may participate in such defence assisted by counsel of its own choice at its own expense. (c) If the Indemnifier declines or fails to assume the defence of the Third Party Claim on the terms provided above within such thirty (30) day period, the Indemnified Party may, at its option, employ counsel to represent or defend it in any such Third Party Claim and, if such Third Party Claim is a matter with respect to which it may request indemnification hereunderthe Indemnified Party is entitled to receive payment from the Indemnifier for the Loss in question, the Indemnifier will pay the reasonable fees and disbursements of such counsel as incurred; provided, however, that failure to give such notice the Indemnifier will not affect such be required to pay the fees and disbursements of more than one (1) counsel for all Indemnified Party’s rights hereunder unless, and then solely Parties in any jurisdiction in any single Third Party Claim. (d) In any Third Party Claim with respect to the extent thatwhich indemnification is being sought hereunder, the rights of Indemnified Party or the Indemnifying Parties from whom indemnity Indemnifier, whichever is sought are prejudiced as a result not assuming the defence of such failure. The Indemnifying Party action, shall have the right (and if it elects to exercise participate in such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend matter and to direct the defense against any retain its own counsel at such claim or demand, in its name or in the name of Party’s own expense. The Indemnifier and the Indemnified Party, as the case may be, shall at the expense all times use all reasonable efforts to keep each other reasonably apprised of the Indemnifying Party, status of any matter the defence of which they are maintaining and to co-operate in good faith with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or each other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available with respect to the Indemnifying Party, defence of any such matter. (ive) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have may not make any admission of liability or settle or compromise any Third Party Claim or consent to the right to participate in the defense entry of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations judgement with respect to any such claim or demand which shall be settled by the Indemnified Third Party Claim without the prior written consent of the Indemnifying PartyIndemnifier, which such consent shall not to be unreasonably withheld, delayed withheld or conditioneddelayed. The Indemnifying Party shall not settle any such claim without Without the prior written consent of the Indemnified Party (which consent Party, the Indemnifier shall not be unreasonably withheld, delayed enter into any compromise or conditioned if such settlement is accompanied by a document releasing of any Third Party Claim which would lead to liability or create any financial or other material obligation on the part of the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementParty.

Procedures for Third Party Claims. In the case (a) If any Indemnitee receives notice of assertion or commencement of any claim for indemnification arising from a claim of a third-party other than an Infringement Claim subject to Section 13.3 above (a “Third-Party Claim”)Claim against such Indemnitee in respect of which an Indemnitor may be obligated to provide indemnification under this Agreement, a party seeking indemnification hereunder (each an “Indemnified Party”) the Indemnitee shall give such Indemnitor reasonably prompt written notice, following such Indemnified Party’s receipt of such claim or demand, to the party from which indemnity is sought (each an “Indemnifying Party”) of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereundernotice thereof; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights no delay on the part of the Indemnitee in notifying any Indemnitor shall relieve the Indemnitor from any obligation hereunder unless, unless (and then solely to the extent that, extent) the rights of the Indemnifying Parties from whom indemnity Indemnitor is sought are actually prejudiced as a result of by such failure. The Indemnifying Party shall delay. (b) Any Indemnitor will have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense Indemnitee against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that Claim with counsel of its choice reasonably satisfactory to the Indemnifying Party shall not be entitled to assume control of such defense if Indemnitee so long as (i) the Indemnifying Party shall not have notified Indemnitor notifies the Indemnified Party Indemnitee in writing within ten (10) days after the Indemnitee has given notice of its exercise of its right to defend such the Third-Party claim within Claim that the Indemnitor will indemnify the Indemnitee from and against any such twenty (20) day period; Losses, (ii) such claim or demand seeks the Indemnitor provides the Indemnitee with evidence reasonably acceptable to the Indemnitee that the Indemnitor will have the financial resources to defend against the Third-Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third-Party Claim involves only monetary damages and does not seek an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Partyrelief, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigationsettlement of, or an adverse judgment in respect of, the Third-Party Claim is not, in the good faith judgment of the Indemnitee, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnitee, and (v) the appropriate court rules that Indemnitor conducts the Indemnifying Party failed or is failing to vigorously prosecute or defend such defense of the Third-Party Claim. Notwithstanding anything in this Agreement to Claim actively and diligently. (c) So long as the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in Indemnitor is conducting the defense of such claim or demand. The Indemnified the Third-Party shall have Claim in accordance with Section 10.3(b), (i) the right to Indemnitee may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim, (ii) the Indemnitee will not consent to the entry of any claim judgment or demand with counsel employed at its own expenseenter into any compromise or settlement in respect of the Third-Party Claim without the prior written consent of the Indemnitor (which consent will not be unreasonably conditioned, delayed, or withheld), and (iii) the Indemnitor will not consent to the entry of any judgment or enter into any compromise or settlement in respect of the Third-Party Claim without the prior written consent of the Indemnitee (which consent will not be unreasonably conditioned, delayed, or withheld); provided, however, that, in respect of clause (iii) above, the case Indemnitee may condition such consent upon the delivery by the claimant or plaintiff to the Indemnitee of a duly executed unconditional release of the Indemnitee from all liability in respect of such Third-Party Claim. (d) In the event any claim condition set forth in Section 10.3(b) is or demand described in clause becomes unsatisfied, however, (i) the Indemnitee may defend against, and consent to the entry of any judgment or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not enter into any settlement in fact have employed counsel to assume the defense of such claim or demandrespect of, the reasonable fees Third-Party Claim in any manner it reasonably may deem appropriate, provided that the Indemnitee will consult with and disbursements of such counsel shall be at obtain the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, Indemnitor in connection therewith which consent shall not be unreasonably conditioned, delayed, or withheld, delayed (ii) the Indemnitor will reimburse the Indemnitee promptly and periodically for the costs of defending against the Third-Party Claim (including reasonable attorneys’ fees and expenses), and (iii) the Indemnitor will remain responsible for any Losses the Indemnitee may suffer resulting from, arising out of, relating to, in the nature of, or conditioned. The Indemnifying caused by, the Third-Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect Claim to the matter fullest extent provided in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementthis Section 10.3.

Procedures for Third Party Claims. In the case of any claim The following procedures shall apply with respect to claims that may be made for indemnification arising from hereunder except to the extent that a claim of a thirdwith respect to Reinsurer Extra-party other than an Infringement Claim subject Contractual Obligations is resolved in accordance with Article VII. No Person that may be entitled to Section 13.3 above be indemnified under this Agreement (a “Third-Party Claim”), a party seeking indemnification hereunder (each an the “Indemnified Party”) shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, be entitled to indemnification against any Losses unless it has given to the party from which indemnity whom indemnification is sought (each an the “Indemnifying Party”) of any a written claim or demand of which notice relating to such Losses (a “Claim Notice”). The Claim Notice shall be given reasonably promptly after the Indemnified Party has knowledge becomes aware of the facts indicating that a claim for indemnification may be warranted and as shall state in reasonable detail, to the extent reasonably available at such time, the nature of the claim, identify the sections of this Agreement which it form the basis for such claim, attach copies of all material written evidence thereof received from a third party to the date of such notice and set forth the estimated amount of the Losses that have been or may request indemnification hereunder; providedbe sustained by an Indemnified Party relating to such claim to the extent reasonably estimable. The failure of an Indemnified Party to give a Claim Notice shall not relieve the Indemnifying Party of its obligations under this Article XI, however, except to the extent that the Indemnifying Party is prejudiced by such failure to give such notice will not affect such Indemnified Party’s rights hereunder unless, and then solely to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failureClaim Notice. The Indemnifying Party shall have the right (and if it elects no Liability with respect to exercise such right, shall do so within twenty (20) days after receiving such notice from any unreasonable expenses incurred by the Indemnified Party) Party prior to defend and to direct the defense against any such claim or demand, in its name or in time the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected Claim Notice is received by the Indemnifying Party; provided. If a Claim Notice relates to a Third Party Claim, that the Indemnifying Party may, through counsel of its own choosing (provided that in the event of any Third Party Claim asserted by any Governmental Authority, such counsel shall be reasonably acceptable to the Indemnified Party), assume the defense and investigation of such Third Party Claim; provided that any Indemnified Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges participate in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of any such defense if (i) the Indemnifying Party shall not have notified the Indemnified Party with counsel of its exercise of own choice at its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demandown expense. The Indemnified Party shall have the right to employ one (1) separate counsel in any such Third Party Claim and to participate (but not control) in the defense of any claim or demand with counsel employed at its own expense; providedthereof, however, that, in but the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements expenses of such counsel shall not be at the expense of the Indemnifying Party unless (i) the employment of such counsel has been specifically authorized in writing by the Indemnifying Party, (ii) in the reasonable opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between the Indemnified Party and the Indemnifying Party that would make such separate representation advisable or (iii) one or more defenses are available to the Indemnified Party that are not available to the Indemnifying Party. If the Indemnifying Party elects to assume the defense and investigation of such Third Party Claim, it shall, no later than thirty (30) days following its receipt of the Claim Notice notify the Indemnified Party in writing of its assumption of the defense and investigation of such Third Party Claim. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Partynot, which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed conditioned or conditioned if delayed), settle or compromise any pending or threatened Third Party Claim in respect of which indemnification may be sought hereunder (whether or not the Indemnified Party is an actual or potential party to such settlement action or claim) or consent to the entry of any judgment, except to the extent (i) it includes as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all Liability in respect of such Third Party Claim and (ii) any such action or claim is accompanied limited solely to monetary damages against the Indemnified Party that are recoverable in full by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties)Indemnifying Party. Notwithstanding If the foregoing, if Indemnifying Party does not notify the Indemnified Party fails to object to the settlement within five thirty (530) Business Days of days following its receipt of a written notice from the Claim Notice that it desires to assume the defense and investigation of such Third Party Claim, then the Indemnifying Party containing shall have the terms right to participate in any such defense at its sole cost and condition expense. The Indemnified Party shall not, without the prior written consent of such settlementthe Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed), settle or compromise any pending or threatened Third Party Claim or consent to the entry of any judgment, except to the extent the sole relief granted is equitable relief for which the Indemnifying Party would have no Liability or to which the Indemnifying Party would not be subject. The Indemnified Party and the Indemnifying Party shall make reasonably available to each other and their respective Representatives all relevant business records and other documents available to them that are necessary or appropriate for the defense of any Third Party Claim, subject to any bona fide claims of attorney-client privilege, and each of the Indemnifying Party and the Indemnified Party shall use its reasonable efforts to assist, and to cause the employees and counsel of such party to assist, in the defense of such Third Party Claim. Direct Claims. The Indemnitor will have a period of thirty (30) days within which to respond in writing to any claim by an Indemnitee on account of a Loss that does not result from a Third Party Claim. If the Indemnitor does not so respond within such thirty (30)-day period, the Indemnitor will be deemed to have consented rejected such claim, in which event the Indemnitee will be entitled to pursue such remedies as may be available to the settlementIndemnitee. No Duplication of Indemnity. Any payment arising under this Article XI shall be made by wire transfer of immediately available funds to such account or accounts as the Indemnitee shall designate to the Indemnitor in writing. To the extent that an Administrator Indemnified Party or a Company Indemnified Party has received payment in respect of a Loss pursuant to the provisions of any other Transaction Agreement, such Administrator Indemnified Party or Company Indemnified Party shall not be entitled to indemnification for such Loss under this Agreement. In no event shall any Indemnitee (i) be entitled to duplicate Losses under this Agreement and any other Transaction Agreement attributable to the same underlying event giving rise to such Loss or Losses, or (ii) initiate duplicate proceedings under two (2) or more Transaction Agreements seeking recovery for the same Loss or Losses.

Procedures for Third Party Claims. In the case (a) Any Indemnified Party seeking indemnification pursuant to this Article V in respect of any legal proceeding, action, claim for indemnification arising from or demand instituted by a claim of a third-party other than an Infringement Claim subject to Section 13.3 above third Person (a “Third-Third Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) shall give prompt written notice, following such Indemnified Party’s receipt of the Indemnifying Party from whom indemnification with respect to such claim or demand, to the party from which indemnity is sought (each an “Indemnifying Party”i) of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to give such prompt written notice will not affect such Indemnified Party’s rights hereunder unless, and then solely to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty but in no event more than fifteen (2015) days after receiving such notice from the Indemnified PartyParty acquires knowledge thereof) of such Third Party Claim and (ii) copies of all documents and information relating to defend and to direct the defense against any such claim or demand, in its name or in the name Third Party Claim within fifteen (15) days of their being obtained by the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds failure by the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that to so notify or provide copies to the Indemnifying Party shall not be entitled to assume control of such defense if (i) relieve the Indemnifying Party shall not have notified of any liability to the Indemnified Party of its exercise of its right hereunder except to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded extent that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of demonstrates that the defense of such claim or demand or (y) Third Party Claim is prejudiced by the Indemnified Party has one Party’s failure to give such notice or more defenses not available to the Indemnifying Party, provide such copies. (ivb) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations thirty (30) days (or such lesser time as may be necessary to comply with respect statutory response requirements for litigation claims that are included in any Third Party Claim) from receipt of the notice contemplated in Section 5.3(a) to any such claim or demand which shall be settled by notify the Indemnified Party whether or not the Indemnifying Party will, at its sole cost and expense, defend the Indemnified Party against such claim. If the Indemnifying Party timely gives notice that it intends to defend the Third Party Claim, it shall have the right, except as hereafter provided, to defend against, negotiate, settle or otherwise deal with the Third Party Claim and to be represented by counsel of its own choice, and the Indemnified Party will not admit any liability with respect thereto or settle, compromise, pay or discharge the same without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheldwithheld or delayed, delayed or conditioned. The so long as the Indemnifying Party shall is contesting or defending the same with reasonable diligence and in good faith; provided, that the Indemnified Party may participate in any proceeding with counsel of its choice and at its expense; provided further, that the Indemnifying Party may not settle enter into a settlement of any such claim Third Party Claim without the prior written consent of the Indemnified Party (Party, which consent shall be not be unreasonably withheld, delayed or conditioned if unless such settlement is accompanied by requires no more than a document releasing monetary payment for which the Indemnified Party from is fully indemnified by the Indemnifying Party or involves other matters not binding upon the Indemnified Party; and provided further that, in the event the Indemnifying Party does not agree in writing to accept the defense of, and assume all liability with respect to the matter responsibility for, such Third Party Claim as provided above in controversy that is bindingthis Section 5.3(b), valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if then the Indemnified Party fails shall have the right to object to defend against, negotiate, settle or otherwise deal with the settlement within five (5) Business Days of receipt of a written notice from Third Party Claim in such manner as the Indemnifying Indemnified Party containing the terms deems appropriate, in its sole discretion, and condition of such settlement, the Indemnified Party shall be deemed entitled to have consented indemnification therefor from the Indemnifying Party to the settlement.extent provided under this Article V.

Procedures for Third Party Claims. (a) In the case of any claim Claim for indemnification arising from a claim Claim of a third-third party other than against an Infringement Claim subject to Section 13.3 above Indemnified Party arising under paragraph 8.2(a) or 8.2(b) as the case may be (a “Third-Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) Party shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, notice to the party from which indemnity is sought (each an “Indemnifying Party”) Party of any claim Claim or demand of which such Indemnified Party has knowledge knowledge, and as to which it may request indemnification hereunder, specifying (to the extent known) the amount of such Claim and any relevant facts and circumstances relating thereto; provided, however, that any failure to give such prompt notice or to provide any such facts and circumstances will not affect such waive any rights of the Indemnified Party’s rights hereunder unless, and then solely except to the extent that, that the rights of the Indemnifying Parties from whom indemnity is sought Party are actually materially prejudiced as a result of such failurethereby. The Indemnifying Party shall have the right (and and, if it elects to exercise such right, shall to do so by written notice within twenty thirty (2030) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demandThird-Party Claim, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled and reasonably satisfactory to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if Party, unless (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right taken any action to defend such Third-Party claim Claim within such twenty thirty (2030) day period; , or (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrarycontrary (other than the last sentence of this Section 8.4(a)), the Indemnified Party shallParty, at the expense of the Indemnifying PartyParty (which shall include only reasonable out-of-pocket expenses actually incurred), shall cooperate with the Indemnifying Party, Party and keep the Indemnifying Party fully informed, informed in the defense of such claim or demandThird-Party Claim. The Indemnified Party shall have the right to participate in the defense of any claim or demand Third-Party Claim with counsel employed at its own expense; provided, however, that, that in the case of any claim or demand Third-Party Claim (A) described in clause (iii) above, or (iiB) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim Third-Party Claim within such thirty-day (30-day) period, or demand(C) that involves assertion of criminal liability on the Indemnified Party, or (D) seeks to force the Indemnified Party to take (or prevent the Indemnified Party from taking) any action, then in each such case the Indemnified Party shall have the right, but not the obligation, to conduct and control the defense thereof for the account of, and at the risk of, the Indemnifying Party, and the reasonable fees and disbursements of such Indemnified Party’s counsel shall be at the expense of the Indemnifying Party. The Except as provided in the last sentence of Section 8.4(b), the Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand Third-Party Claim which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. . (b) The Indemnifying Party, if it has assumed the defense of any Third Party Claim as provided in this Agreement, shall not settle consent to a settlement of, or the entry of any judgment arising from, any such claim Third-Party Claim without the Indemnified Party’s prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if conditioned) unless (i) such settlement is accompanied by a document releasing or judgment relates solely to monetary damages, and (ii) prior to consenting to such settlement or such entry of judgment, the Indemnifying Party delivers to the Indemnified Party from all liability with respect a writing (in form reasonably acceptable to the matter Indemnified Party) which unconditionally provides that, subject to the provisions of Section 8.2(d) or Section 8.2(e), as appropriate, relating to the Minimum Claim Amount, the Threshold Amount and the Cap Amount, the Damages represented thereby are the responsibility of the Indemnifying Party pursuant to the terms of this Agreement and that, subject to the provisions of the Threshold Amount, the Indemnifying Party shall pay all Damages associated therewith in controversy accordance with the terms of this Agreement. The Indemnifying Party shall not, without the Indemnified Party’s prior written consent, enter into any compromise or settlement that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if (x) commits the Indemnified Party fails to object take, or to forbear to take, any action or (y) involves a reasonable likelihood of an imposition of criminal liability on the settlement within five Indemnified Party, or (5z) Business Days does not provide for a complete release by such third party of receipt the Indemnified Party. With the written consent of a written notice from the Indemnifying Party containing the terms and condition of such settlementParty, which consent shall not be unreasonably withheld, conditioned or delayed, the Indemnified Party shall be deemed have the sole and exclusive right to have consented settle any Third-Party Claim, on such terms and conditions as it deems reasonably appropriate, to the settlementextent such Third-Party Claim involves equitable or other nonmonetary relief against the Indemnified Party or involves a reasonable likelihood of an imposition of criminal liability on the Indemnified Party, and shall have the right to settle any Third-Party Claim involving money damages for which the Indemnifying Party has not assumed the defense pursuant to this Section 8.4.

Procedures for Third Party Claims. In the case (a) If any Indemnitee receives notice of assertion or commencement of any claim for Third Party Claim against such Indemnitee in respect of which an Indemnitor may be obligated to provide indemnification arising from a claim of a third-party other than an Infringement Claim subject to Section 13.3 above (a “Third-Party Claim”)under this Agreement, a party seeking indemnification hereunder (each an “Indemnified Party”) the Indemnitee shall give such Indemnitor reasonably prompt written notice, following notice (but in no event later than thirty (30) calendar days after becoming aware) thereof and such Indemnified Party’s receipt notice shall include a reasonable description of the claim and any documents relating to the claim and an estimate of the Indemnifiable Loss and shall reference the specific sections of this Agreement that form the basis of such claim or demand, to claim; provided that no delay on the party part of the Indemnitee in notifying any Indemnitor shall relieve the Indemnitor from which indemnity is sought any obligation hereunder unless (each an “Indemnifying Party”) of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights hereunder unless, and then solely to the extent thatextent) the Indemnitor is actually prejudiced by such delay (except that the Indemnitor shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). Thereafter, the rights Indemnitee shall deliver to the Indemnitor, within five calendar days after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnifying Parties from whom indemnity is sought are prejudiced as a result Indemnitee relating to the Third Party Claim. (b) The Indemnitor shall be entitled to participate in the defense of such failure. The Indemnifying any Third Party shall have the right (and Claim and, if it elects so chooses, to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct assume the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and thereof with counsel selected by the Indemnifying Party; provided, that Indemnitor. Any election by the Indemnifying Party shall be entitled Indemnitor to assume control of the defense of such action only if a Third Party Claim must be delivered by the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds Indemnitor to the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that Indemnitee within fifteen (15) Business Days after receipt by the Indemnifying Party Indemnitor of the Indemnitee’s notice delivered pursuant to Section 7.4(a). Such assumption of defense shall not be entitled deemed to be an admission or assumption of liability by the Indemnitor. Should the Indemnitor so elect to assume control of such defense if (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of a Third Party Claim, the Indemnitor shall not as long as it conducts such claim or demand or (y) the Indemnified Party has one or more defenses not available defense be liable to the Indemnifying Party, (iv) such claim relates to or arises Indemnitee for legal expenses subsequently incurred by the Indemnitee in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that defense thereof. If the Indemnifying Party failed or is failing to vigorously prosecute or defend Indemnitor assumes such Third-Party Claim. Notwithstanding anything in this Agreement to the contrarydefense, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party Indemnitee shall have the right to participate in the defense of any claim or demand with counsel employed thereof and to employ counsel, at its own expense; provided, howeverseparate from the counsel employed by the Indemnitor, that, in it being understood that the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party Indemnitor shall not in fact have employed counsel to assume the defense of control such claim or demand, defense. The Indemnitor shall be liable for the reasonable fees and disbursements expenses of such counsel employed by the Indemnitee for any period during which the Indemnitor has not assumed the defense thereof (other than during any period in which the Indemnitee shall be have not yet given notice of the Third Party Claim as provided above). If the Indemnitor chooses to defend any Third Party Claim, all of the parties hereto shall, and shall cause their respective Affiliates to, cooperate in the defense thereof. Such cooperation shall include the retention and (upon the Indemnitor’s request at the expense Indemnitor’s expense) the provision to the Indemnitor of records and information that are relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the Indemnifying Party. The Indemnifying Party Indemnitor shall have no indemnification obligations assumed the defense of a Third Party Claim, the Indemnitee shall not admit any liability with respect to to, or pay, settle, compromise, or discharge, such Third Party Claim without the Indemnitor’s prior written consent, and any such claim admission, payment, settlement, compromise, or demand which shall be settled by the Indemnified Party discharge without the Indemnitor’s prior written consent shall be deemed to be a waiver by the Indemnitee of any right to indemnity for all Indemnifiable Losses related to such Third Party Claim. If the Indemnifying PartyIndemnitor has assumed the defense of a Third Party Claim, which consent shall not be unreasonably withheldthe Indemnitor may only pay, delayed settle, compromise, or conditioned. The Indemnifying discharge a Third Party shall not settle any such claim without Claim with the Indemnitee’s prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed conditioned, or conditioned delayed); provided that the Indemnitor may pay, settle, compromise, or discharge such a Third Party Claim without the written consent of the Indemnitee if such settlement is accompanied by (i) includes a document releasing release of the Indemnified Party Indemnitee from all liability in respect of such Third Party Claim, (ii) does not subject the Indemnitee to any injunctive relief or other equitable remedy, and (iii) does not include a statement or admission of fault, culpability, or failure to act by or on behalf of the Indemnitee. If the Indemnitor submits to the Indemnitee a bona fide settlement offer that satisfies the requirements set forth in the proviso of the immediately preceding sentence and the Indemnitee refuses to consent to such settlement, then thereafter the Indemnitor’s liability to the Indemnitee with respect to such Third Party Claim shall not exceed the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to Indemnitor’s portion of the settlement within five (5) Business Days of receipt of a written notice from amount included in such settlement offer, and the Indemnifying Party containing Indemnitee shall either assume the terms and condition defense of such settlement, Third Party Claim or pay the Indemnified Indemnitor’s attorney’s fees and other out-of-pocket costs incurred thereafter in continuing the defense of such Third Party shall be deemed to have consented to the settlementClaim.

Procedures for Third Party Claims. In the case of any claim for indemnification arising from a claim of a third-(a) The party other than an Infringement Claim subject to Section 13.3 above (a “Third-Party Claim”), a party or parties seeking indemnification hereunder recovery under Article IV and this Article VII (each an a Claimant and, collectively, the “Indemnified PartyClaimants”) shall agree to give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, notice to the party parties from which indemnity whom recovery is sought (each an a “Indemnifying PartyRespondent” and, collectively, the “Respondents”) of the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which recovery may be sought (each a “Third Party Claim” and, collectively, the “Third Party Claims”). The failure by any Claimant so to notify the Respondent in accordance with this Section 7.04(a) shall not relieve any Respondent from any liability that it may have to such Claimant with respect to any claim or demand of which such Indemnified Party has knowledge and as made pursuant to which it may request indemnification hereunder; providedthis Section 7.04, however, that failure to give such notice will not affect such Indemnified Party’s rights hereunder unless, and then solely except to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as such failure shall actually prejudice a result of such failure. Respondent. (b) The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party Respondent shall be entitled to assume control contest and defend any Third Party Claim with counsel of its choice reasonably satisfactory to the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if Claimant, so long as (i) the Indemnifying Respondent notifies the Claimant in writing within fifteen (15) days after the Claimant has given notice of the Third Party shall not have notified Claim that the Indemnified Respondent will indemnify the Claimant from and against any Losses the Claimant may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; Claim, (ii) such claim or demand seeks the Respondent provides the Claimant with evidence reasonably acceptable to the Claimant that the Respondent will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Partyrelief, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigationsettlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Claimant, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Claimant and (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in Respondent conducts the defense of such claim or demandthe Third Party Claim actively and diligently. The Indemnified Party shall have In the right to event the Respondent conducts a defense under this Section 7.04(b) above, (i) the Claimant may retain separate co-counsel at its sole cost and expense and participate in the defense of any claim or demand with counsel employed at its own expense; providedthe Third Party Claim, however, that, in the case of any claim or demand described in clause (i) or (ii) the Claimant will not consent to the entry of the second preceding sentence any judgment or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations entry into any settlement with respect to any such claim or demand which shall be settled by the Indemnified Third Party Claim without the prior written consent of the Indemnifying Party, which Respondent (not to be withheld unreasonably) and (iii) the Respondent will not consent shall not be unreasonably withheld, delayed to the entry of any judgment or conditioned. The Indemnifying enter into any settlement with respect to the Third Party shall not settle any such claim Claim without the prior written consent of the Indemnified Party Claimant (which consent shall not to be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Partieswithheld unreasonably). Notwithstanding the foregoing, if the Indemnified subject matter of a Third Party fails to object Claim relates to the settlement within five ongoing business of any of the Claimants, which Third Party Claim, if decided against any of the Claimants, would have a material and adverse affect on the ongoing business or reputation of the Company, its Subsidiaries or any of its Affiliates, then the Claimant alone shall be entitled to contest, defend and settle such Third Party Claim in the first instance (5subject to the right of the Respondent to participate in such defense at the Respondent’s expense) Business Days of receipt of a written notice from and, if the Indemnifying Claimant does not contest, defend or settle such Third Party containing the terms and condition of such settlementClaim, the Indemnified Respondent shall then have the right to contest and defend (but not settle) such Third Party shall be deemed to have consented to the settlementClaim.

Procedures for Third Party Claims. In the case of any claim for indemnification arising from (a) If a claim or demand is made against a Remainco Indemnitee or a Spinco Indemnitee (each, an “Indemnitee”) by any Person who is not a member of a third-party other than an Infringement Claim subject to Section 13.3 above the Remainco Group, Spinco Group or RMT Partner and its Affiliates (a “Third-Third Party Claim”)) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement, a party seeking such Indemnitee shall notify the Party which is or may be required pursuant to this Article V to make such indemnification hereunder (each an “Indemnified Party”) shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, to the party from which indemnity is sought (each an “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party Claim as promptly as practicable (and in any claim or demand event within thirty (30) days) after receipt by such Indemnitee of which such Indemnified written notice of the Third Party has knowledge and as to which it may request indemnification hereunderClaim; provided, however, that the failure to give provide notice of any such notice will Third Party Claim pursuant to this sentence shall not affect such Indemnified Party’s rights hereunder unless, release the Indemnifying Party from any of its obligations under this Article V except and then solely to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are Party shall have been actually materially prejudiced as a result of such failure. The Indemnifying Party Thereafter, the Indemnitee shall have the right (and if it elects deliver to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, as promptly as practicable (and in any event within ten (10) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim. (b) Other than in the case of indemnification by a beneficiary Party of a guarantor Party pursuant to Section 1.10(c) (the defense of which shall be controlled by the beneficiary Party), an Indemnifying Party shall be entitled (but shall not be required) to assume and control the defense of any Third Party Claim at such Indemnifying Party’s own expense and with counsel selected by the Indemnifying Party with the consent of the applicable Indemnitees (such consent not to be unreasonably withheld, conditioned or delayed) if it gives prior written notice of its intention to do so to the applicable Indemnitees within thirty (30) days of the Indemnifying Party; provided’s receipt of notice of the relevant Third Party Claim from the applicable Indemnitees pursuant to Section 5.4(a). Within thirty (30) days after the receipt of notice from an Indemnitee (or sooner, that if the nature of such Third-Party Claim so requires), the Indemnifying Party shall be entitled notify the Indemnitee of its election as to assume control of the defense of such action only if whether the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from will assume responsibility for defending such Third-Party Claim; and provided further that , which election shall specify any reservations or exceptions to its defense. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume control the defense of any Third Party Claim to the extent such Third Party Claim (x) is an allegation of a criminal violation, (y) seeks injunctive, equitable or other relief other than monetary damages against the Indemnitee (provided that such Indemnitee shall reasonably cooperate with the Indemnifying Party, at the request of the Indemnifying Party, in seeking to separate any such claims from any related claim for monetary damages if this clause (y) is the sole reason that such Third Party Claim is a Non-Assumable Third Party Claim) or (z) is made by a Governmental Entity (clauses (x), (y) and (z), the “Non-Assumable Third Party Claims”). After notice from an Indemnifying Party to an Indemnitee of the Indemnifying Party’s election to assume the defense of a Third Party Claim, such Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, at its own expense and, in any event, shall reasonably cooperate with the Indemnifying Party in such defense if and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent and material Information, materials and other information in such Indemnitee’s possession or under such Indemnitee’s control relating thereto as may be reasonably required by the Indemnifying Party; provided, however, that in the event a conflict of interest exists, or is reasonably likely to exist, that would make it inappropriate in the reasonable judgment of counsel to the applicable Indemnitee(s) for the same counsel to represent both the Indemnifying Party and the applicable Indemnitee(s), such Indemnitee(s) shall be entitled to retain, at the Indemnifying Party’s expense, one separate counsel (iand any necessary local counsel) as required by the applicable rules of professional conduct with respect to such matter. In the event that the Indemnifying Party exercises the right to assume and control the defense of a Third Party Claim as provided above, (1) the Indemnifying Party shall keep the Indemnitee(s) reasonably apprised of all material developments in such defense, (2) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of withdraw from the defense of such claim or demand or Third Party Claim without providing advance notice to the Indemnitee(s) reasonably sufficient to allow the Indemnitee(s) to prepare to assume the defense of such Third Party Claim, and (y3) the Indemnified Indemnifying Party has one or more defenses not available to shall conduct the defense of the Third Party Claim actively and diligently. (c) If the Indemnifying PartyParty elects not to assume the defense of such Third Party Claim, (iv) such fails to notify an Indemnitee of its election or if the claim relates to or arises in connection with any criminal proceedinga Non-Assumable Third Party Claim, action, indictment, allegation or investigation, or (v) then the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or applicable Indemnitee may defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, Claim at the cost and expense of the Indemnifying Party, cooperate with Party to the extent indemnification is available hereunder and the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand such Third Party Claim at such Indemnifying Party’s own cost and expense with counsel employed selected by the Indemnifying Party that is reasonably acceptable to the applicable Indemnitees. Other than in the case of a Non-Assumable Third Party Claim, if an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim or fails to notify an Indemnitee of its election as provided in Section 5.4(b), or if the Indemnifying Party fails to actively and diligently defend the Third Party Claim, the applicable Indemnitee(s) may defend such Third Party Claim. If the Indemnitee is conducting the defense of any Third Party Claim, the Indemnifying Party shall reasonably cooperate with the Indemnitee in such defense and make available to the Indemnitee, at its own the Indemnifying Party’s expense, all witnesses, pertinent and material Information, material and information in such Indemnifying Party’s possession or under such Indemnifying Party’s control relating thereto as may be reasonably required by the Indemnitee pursuant to a joint defense agreement to be entered into by Indemnitee and the Indemnifying Party; provided, however, thatthat such access shall not require the Indemnifying Party to disclose any information the disclosure of which would, in the case reasonable judgment of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations , result in the loss of any existing attorney-client privilege with respect to such information or violate any applicable Law or such claim Person’s contractual obligations. (d) No Indemnitee may admit any liability with respect to, consent to entry of any judgment of, or demand which shall be settled by the Indemnified settle, compromise or discharge any Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed. The If an Indemnifying Party has failed to assume the defense of a Third Party Claim, it shall not be a defense to any obligation to pay any amount in respect of such Third Party Claim that the Indemnifying Party was not consulted in the defense thereof, that such Indemnifying Party’s views or opinions as to the conduct of such defense were not accepted or adopted or that such Indemnifying Party does not approve of the quality or manner of the defense thereof. (e) In the case of a Third Party Claim, the Indemnifying Party shall not settle admit any such claim liability with respect to, consent to entry of any judgment of, or settle, compromise or discharge, the Third Party Claim without the prior written consent of the Indemnified Party Indemnitee (which consent shall not be unreasonably withheld, delayed conditioned or conditioned if delayed) unless such settlement is accompanied or judgment (A) completely and unconditionally releases the Indemnitee in connection with such matter, (B) provides relief consisting solely of money damages borne by a document releasing the Indemnified Indemnifying Party from and (C) does not involve any admission by the Indemnitee of any wrongdoing or violation of Law. (f) Notwithstanding anything herein or, subject to Section 5.9, in any Ancillary Agreement or any Conveyancing and Assumption Instrument to the contrary, other than (i) the indemnification provisions in Section 1.7 and Section 1.10, (ii) the Spinco Special Cash Payment adjustment mechanism in Section 1.3 and (iii) actions for specific performance or injunctive or other equitable relief pursuant to Section 9.6, the indemnification provisions of this Article V shall be the sole and exclusive remedy of the Parties, the parties to the Conveyancing and Assumption Instruments, RMT Partner and any Indemnitee for any breach of this Agreement or, subject to Section 5.9, any Ancillary Agreement or any Conveyancing and Assumption Instrument and for any failure to perform and comply with any covenant or agreement in this Agreement or in any Conveyancing and Assumption Instrument; (B) each Party, RMT Partner and each Indemnitee expressly waives and relinquishes any and all liability rights, claims or remedies it may have with respect to the matter foregoing other than under this Article V against any Indemnifying Party; (C) none of the Parties, the members of their respective Groups, RMT Partner or any other Person may bring a claim under any Conveyancing and Assumption Instrument; (D) any and all claims arising out of, resulting from, or in controversy connection with the Separation or the other transactions contemplated in this Agreement must be brought under and in accordance with the terms of this Agreement; and (E) no breach of this Agreement or any Conveyancing and Assumption Instrument shall give rise to any right on the part of any party hereto or thereto, after the consummation of the Spinco Distribution, to rescind this Agreement, any Conveyancing and Assumption Instrument or any of the transactions contemplated hereby or thereby (except as expressly provided in Section 1.8); provided, however, that is bindingindemnification for Tax matters shall be governed by the terms, valid provisions and enforceable against all applicable Partiesprocedures of the Tax Matters Agreement and not by this Article V. Each Party shall cause the members of its Group to comply with this Section 5.4(f) and RMT Partner shall cause its Subsidiaries to comply with this Section 5.4(f). (g) The provisions of this Article V shall apply to Third Party Claims that are already pending or asserted as well as Third Party Claims brought or asserted after the date of this Agreement. Notwithstanding the foregoing, if the Indemnified Party fails There shall be no requirement under this Section 5.4 to object give a notice with respect to the settlement within five existence of any Third Party Claim that exists as of the Spinco Distribution. Each Party on behalf of itself and each other member of its Group, and RMT Partner on behalf of itself and its Subsidiaries acknowledges that Liabilities for Proceedings (5regardless of the parties to the Proceedings) Business Days may be partly Liabilities of receipt Spinco and partly Liabilities of a written notice from Remainco. If the Indemnifying Party containing Parties cannot agree on the terms and condition allocation of any such Liabilities for Proceedings, they shall resolve the matter of such settlementallocation pursuant to the procedures set forth in Article VII. No Party shall, nor shall any Party permit the Indemnified other members of its Group (or their respective then-Affiliates) to, file Third Party Claims or cross-claims against any other Party or any members of another Group in a Proceeding in which a Third Party Claim is being resolved. RMT Partner shall not, and shall not permit any of its Subsidiaries to, file Third Party Claims or cross-claims against Remainco or any members of the Remainco Group in a Proceeding in which a Third Party Claim is being resolved. (h) This Section 5.4, Section 5.5, Section 5.6 and Section 5.7 shall not apply to Tax Contests, which shall be deemed to have consented to governed exclusively by the settlementTax Matters Agreement.

Procedures for Third Party Claims. In If any Indemnitee receives written notice of the case of any claim for indemnification arising from a claim of a third-party other than an Infringement Claim subject to Section 13.3 above (a “Third-Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, to the party from which indemnity is sought (each an “Indemnifying Party”) assertion of any claim or demand of which the commencement of any action or proceeding by any Governmental Authority or any person or entity who is not a party to this Agreement (a "Third Party Claim") against or affecting such Indemnified Indemnitee, and if such assertion were presumed to be true (regardless of the actual outcome) then a party could be obligated to provide indemnification under this Agreement as a result of or in connection with such claim, action or proceeding, such Indemnitee will give such Indemnifying Party has knowledge and as to which it may request indemnification hereunderreasonably prompt written notice thereof, but in any event no later than thirty (30) calendar days after receipt of such written notice of such Third Party Claim; provided, provided however, that failure to give such notice will as provided in this paragraph (a) shall not affect such Indemnified Party’s rights hereunder unless, and then solely relieve the Indemnifying Party of its indemnification obligations under this Article XI except to the extent that, that such Indemnifying Party is actually prejudiced by such failure. Said written notice to the rights Indemnifying Party shall set forth the basis of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result Third Party Claim in reasonable detail and include copies of all pertinent correspondence relating to such failureThird Party Claim. The Indemnifying Party (which, in the case of any matter for which the Stockholders are severally liable and for purposes of this Section 11.3 shall act as a single group) will have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume and control of the defense of any Third Party Claim at such action only if Indemnifying Party's sole expense and by such Indemnifying Party's own counsel (which counsel must be reasonably satisfactory to the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds Indemnitee), by giving written notice to the Indemnified Party harmless from and against all Losses resulting from such ThirdIndemnitee (the "Notice to Defend") no later than thirty (30) calendar days after receipt of the above-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control described notice of such defense if (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Third Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall Indemnitee also will have the right to participate in the defense of any claim or demand with Third Party Claim assisted by counsel employed at of its own expense; providedchoosing, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable but all fees and disbursements expenses of such counsel shall be at paid by the expense of the Indemnifying PartyIndemnitee. The Indemnifying Party shall have no indemnification obligations and the Indemnitee will reasonably cooperate with each other in good faith in such defense and make available all employees and books and records in its control as reasonably deemed necessary with respect to any such claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall defense (but not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy extent that is binding, valid and enforceable against all applicable Partieswould require waiver of any privilege). Notwithstanding If the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice Indemnitee does not receive from the Indemnifying Party containing a Notice to Defend with respect to a Third Party Claim or a written notice of objection to the terms and condition of such settlementclaim for indemnification specifying in reasonable detail the basis for the objection within the thirty (30) day period described above, the Indemnified Indemnitee may, at its option, elect to solely defend the Third Party shall Claim assisted by counsel of its own choosing, and the Indemnifying Party will be deemed liable for all reasonable costs and expenses, and all settlement amounts (subject to have consented and in accordance with paragraph (c) below of this Section 11.3) or other liabilities, losses, damages and injuries paid or incurred in connection therewith to the settlementextent such claim is or would have been indemnifiable under this Agreement if such claim is or had been proved.

Procedures for Third Party Claims. In the case of any claim for indemnification arising from (i) If a claim by a third party is made against a Purchaser Indemnitee or a Seller Indemnitee (each, an “Indemnitee”) arising out of a third-party other than an Infringement Claim subject matter for which the Indemnitee is entitled to Section 13.3 above be indemnified pursuant to this Article VIII (a “Third-Party Claim”), the Indemnitee shall promptly, but in any event no later than 30 days after it has knowledge of a written assertion of liability with respect to such Third-Party Claim, notify the indemnifying party seeking indemnification hereunder (each an “Indemnified Party”) shall give prompt written notice, following such Indemnified Party’s receipt in writing of such claim or demand, Third-Party Claim (the “Third-Party Claim Notice”). The failure of the Indemnitee to promptly notify the indemnifying party hereunder shall not relieve the indemnifying party of its obligations hereunder except to the extent that the indemnifying party from is actually or reasonably likely to be prejudiced by such failure (and except that the indemnifying party shall not be liable for any expenses incurred during the period in which indemnity is sought (each an “Indemnifying Party”) of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure the Indemnitee failed to give such notice will not affect notice). The Indemnitee shall supply the indemnifying party and at such Indemnified Partyindemnifying party’s rights hereunder unlesselection, its representatives, agents or assigns, with such information and documents as it has in its possession regarding such Third-Party Claim, and then solely will allow reasonable access to relevant personnel, auditors and other representatives of the Indemnitee (subject to customary exceptions for legal privilege) together with all pertinent information in its possession regarding the amount of the Loss that it asserts it has sustained or incurred (or reasonably expects to sustain or incur), and will permit the indemnifying party (as well as such indemnifying party’s representatives, agents or assigns) to inspect such other records and books in the possession of the Indemnitee and relating to the extent thatThird-Party Claim and asserted Loss as the indemnifying party shall reasonably request, and the Indemnitee shall cooperate with the indemnifying party with respect to matters relating to any Third-Party Claims. (ii) If a Third-Party Claim is made against an Indemnitee, the rights of indemnifying party shall be entitled to participate in the Indemnifying Parties from whom indemnity is sought are prejudiced as a result defense thereof and, subject to the limitations contained in this Section 8.04(a), to assume and control the defense thereof of such failure. The Indemnifying Third-Party shall have the right (and Claim if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and chooses with counsel selected by the Indemnifying Party; provided, that indemnifying party by delivering notice of assumption and control of such defense to the Indemnifying Indemnitee within 15 business days of receipt of the Third-Party shall be entitled Claim Notice. Should the indemnifying party so elect to assume and control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such a Third-Party Claim; and provided further that , the Indemnifying Party indemnifying party shall not be entitled liable to assume the Indemnitee for legal expenses subsequently incurred by the Indemnitee in connection with the defense thereof, unless (A) the employment of such counsel has been specifically authorized in writing by the indemnifying party, (B) the Indemnitee shall have been advised by counsel that the assumption and control of such defense if (i) by the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right indemnifying party would be inappropriate due to defend such Third-Party claim within such twenty (20) day period; (ii) such claim an actual or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a potential conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (yC) the Indemnified Party has Indemnitee shall have been advised by counsel that one or more defenses are available to the Indemnitee that are not available to the Indemnifying Party, indemnifying party (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules provided that the Indemnifying Party failed or is failing to vigorously prosecute or defend indemnifying party shall not be liable for the fees and expenses of more than one firm of counsel for all Indemnitees, other than one local counsel in each relevant jurisdiction). If the indemnifying party assumes such Third-Party Claim. Notwithstanding anything in this Agreement to the contrarydefense, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party Indemnitee shall have the right to participate in the defense of any claim or demand with counsel employed thereof and to employ at its own expense; providedexpense counsel not reasonably objected to by the indemnifying party, howeverseparate from the counsel employed by the indemnifying party, thatit being understood that the indemnifying party shall control such defense and shall be empowered to make any settlement with respect to such Third-Party Claim, in subject to the case remaining terms of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party this Section 8.04(a). The indemnifying party shall not in fact have employed counsel to assume the defense of such claim or demand, be liable for the reasonable fees and disbursements expenses of such counsel employed by the Indemnitee for any period during which the indemnifying party has not assumed the defense thereof. If the indemnifying party chooses to defend or prosecute any Third-Party Claim, all the parties shall be at cooperate and shall cause their affiliates to cooperate in the expense defense or prosecution thereof. Whether or not the indemnifying party assumes the defense of a Third-Party Claim, the Indemnifying Party. The Indemnifying Party Indemnitee shall have no indemnification obligations not admit any liability with respect to any to, or settle, compromise or discharge, such claim or demand which shall be settled by the Indemnified Third-Party Claim without the indemnifying party’s prior written consent (such consent not to be unreasonably withheld or delayed), except if (x) the Indemnitee is reasonably expected to be liable for Losses in an amount materially in excess of amounts reasonably expected to be received from the indemnifying party or (y) such settlement or compromise is in respect of a proceeding that seeks an injunction or equitable relief against the Indemnitee. If the indemnifying party assumes the defense of a Third-Party Claim, the Indemnitee shall agree to any settlement, compromise or discharge of such Third-Party Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the Indemnifying Partyliability in connection with such Third-Party Claim and which releases the Indemnitee completely in connection with such Third-Party Claim, which consent shall does not be unreasonably withheld, delayed contain any admission of wrongdoing or conditioned. The Indemnifying Party shall misconduct by the Indemnitee and which does not settle involve any such claim without the prior written consent of the Indemnified Party non-monetary relief (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Partiesother than customary confidentiality terms). Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume and control the defense of any Third-Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the Indemnitee in defending such Third-Party Claim) if (x) the Indemnified Third-Party fails Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnitee that the Indemnitee reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages or (y) in the event the Third-Party Claim were to object be unfavorably decided, the Indemnitee would be reasonably likely to be liable for Losses in an amount materially in excess of amounts reasonably expected to be received from the indemnifying party. If such equitable relief or other relief portion of the Third-Party Claim can be so separated from that for money damages, the indemnifying party shall be entitled to assume and control the defense of the portion relating to money damages. (iii) Notwithstanding anything to the settlement within five (5contrary contained in this Section 8.04 or elsewhere in this Agreement, in the event of the assertion or commencement by any Taxing Authority of any claim or proceeding with respect to which any Seller may become obligated to hold harmless, indemnify, compensate or reimburse any Purchaser Indemnitee pursuant to Section 8.02(a)(iii) Business Days of receipt of a written notice from and Section 8.02(a)(i)(C), the Indemnifying Party containing the terms and condition defense of such settlement, the Indemnified Party claim shall be deemed to have consented to the settlementconducted in accordance with Schedule 10.

Procedures for Third Party Claims. (i) In the case of event that any claim Third Party asserts a Claim with respect to any matter for indemnification arising from which a claim of a third-party other than an Infringement Claim subject Party (the "Indemnified Party") is entitled to Section 13.3 above (a “Third-Party Claim”), a party seeking indemnification hereunder (each an “a "Third Party Claim"), then the Indemnified Party”) Party shall give prompt written notice, following such promptly notify the Party obligated to indemnify the Indemnified Party’s receipt of such claim or demand, to Party (the party from which indemnity is sought (each an “"Indemnifying Party”") of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunderthereof in writing; provided, however, that failure to give such notice will not affect such no delay on the part of the Indemnified Party’s rights Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless, unless (and then solely only to the extent that, the rights of ) the Indemnifying Parties from whom indemnity Party is sought are prejudiced as a result of such failure. thereby. (ii) The Indemnifying Party shall have the right right, exercisable by written notice to the Indemnified Party within ten (10) days of receipt of notice from the Indemnified Party of the commencement of or assertion of any Third Party Claim, to assume the defense of such Third Party Claim; provided, however, that (A) the Third Party Claim seeks (and if it elects continues to exercise seek) solely monetary damages and the Indemnifying Party expressly agrees in such rightnotice that, as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall do so be solely obligated to satisfy and discharge the Third Party Claim (or, in the case of matters which are the subject of Article 12.4, such amounts as required in accordance with Article 12.4), (B) the defense of such Third Party Claim by the counsel representing the Indemnifying Party does not, in the reasonable judgment of the Indemnified Party, constitute a conflict of interest under the applicable cannons or rules of legal professional ethics, (C) in such case as Pfizer or another of the Pfizer Parties is the Indemnified Party, such Third Party Claim does not relate, directly or indirectly, to Geodon, Xanax, or any other product under development by Pfizer, its Affiliates or licensees, and (D) the Indemnifying Party makes reasonably adequate provision to ensure the Indemnified Party of the ability of the Indemnifying Party to satisfy the full amount of any adverse monetary judgment that would reasonably be expected to result therefrom (the conditions set forth in clauses (A), (B), (C) and (D) are collectively referred to as the "Litigation Conditions"). In no event shall Organon have the right to control any Third Party Claim to the extent such Third Party Claim relates, directly or indirectly, to Geodon, Xanax, or any other product (other than the Product) being developed or commercialized by Pfizer, its Affiliates or licensees. If both Parties are Indemnifying Parties pursuant to co- indemnification obligations under Article 12.4 with respect to the same Third Party Claim, the Parties shall determine by mutual agreement, within twenty (20) days following their receipt of notice of commencement or assertion of such Third Party Claim (or such lesser period of time as may be required to properly respond to such claim), which Party shall assume the lead role in the defense thereof. Should the Parties be unable to mutually agree on which Party shall assume the lead role in the defense of such Third Party Claim, both Parties shall be entitled to participate in such defense through counsel of their respective choosing; provided that in the case of any Third Party Claim with respect to which (i) both Parties are Indemnifying Parties pursuant to co-indemnification obligations under Article 12.4 and (ii) the Parties are unable to agree upon which Party shall assume the lead role in the defense of such claim, then the Parties agree to discuss strategies for defending such claim and will, to the extent reasonably practicable, coordinate such defense through their respective counsel. (iii) Within ten (10) days after receiving the Indemnifying Party has given notice to the Indemnified Party of its intended exercise of its right to defend a Third Party Claim, the Indemnified Party shall give notice to the Indemnifying Party of any objection thereto based upon the Litigation Conditions. If the Indemnified Party reasonably so objects, the Indemnified Party shall continue to defend the Third Party Claim, at the expense of the Indemnifying Party, until such time as such objection is withdrawn. If no such notice from is given, or if any such objection is withdrawn, the Indemnifying Party shall be entitled, at its sole cost and expense, to assume and conduct such defense, with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party) to defend and to direct , until such time as the defense against Indemnified Party shall give notice that any such claim or demandof the Litigation Conditions, in its name or reasonable judgment, are no longer satisfied. (iv) During such time as the Indemnifying Party is controlling the defense of such Third Party Claim, the Indemnified Party shall cooperate, and cause its Affiliates and agents to cooperate, to the extent commercially reasonable, upon request of the Indemnifying Party in the name defense or prosecution of the Third Party Claim, including by furnishing such records, information and testimony and attending such conferences, discovery proceedings, hearings, trials or appeals as may reasonably be requested by the Indemnifying Party. (v) In the event that the Indemnifying Party fails to satisfy the Litigation Conditions or does not notify the Indemnified Party in writing of the Indemnifying Party's intent to defend any Third Party Claim within ten (10) days after notice thereof, the Indemnified Party may (without further notice to the Indemnifying Party) undertake the defense thereof with counsel of its choice and at the Indemnifying Party's expense (including attorneys' fees and costs and expenses of enforcement or defense). (vi) The Indemnifying Party or the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to join in (including the right to conduct discovery, interview and examine witnesses and participate in all settlement conferences), but not control, at its own expense, the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to Third Party Claim which the other Party is defending as provided in this Agreement. (vii) The Indemnifying Party Party, if it shall not in fact have employed counsel to assume assumed the defense of such claim any Third Party Claim as provided in this Agreement, shall not consent to a settlement of, or demandthe entry of any judgment arising from, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled by the Indemnified Third Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle any such claim Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheldwithheld or delayed). The Indemnifying Party shall not, delayed without the prior written consent of the Indemnified Party, enter into any compromise or conditioned if such settlement is accompanied by a document releasing which commits the Indemnified Party from all liability with respect to take, or to forbear to take, any action. The Indemnified Party shall have the sole and exclusive right to settle any Third Party Claim, on such terms and conditions as it deems reasonably appropriate, to the matter in controversy that is bindingextent such Third Party Claim involves equitable or other non-monetary relief, valid and enforceable against all applicable Parties). Notwithstanding shall not have the foregoing, if the Indemnified right to settle such Third Party fails to object Claim to the settlement within five (5) Business Days extent such Third Party Claim involves monetary damages without the prior written consent of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Party. (viii) The Indemnified Party shall be deemed entitled to have consented to reimbursement for all costs and expenses, including attorneys' fees and costs and expenses of enforcement or defense, on an "as incurred" basis. The Indemnifying Party will reimburse the settlementIndemnified Party for such amounts within fifteen (15) days after receiving an invoice from the Indemnified Party therefor.

Procedures for Third Party Claims. In the case (a) If any Indemnitee receives notice of assertion or commencement of any claim for indemnification arising from a claim of a third-party other than an Infringement Claim subject to Section 13.3 above (a “Third-Party Claim”)Claim against such Indemnitee in respect of which an Indemnitor may be obligated to provide indemnification under this Agreement, a party seeking indemnification hereunder (each an “Indemnified Party”) the Indemnitee shall give such Indemnitor reasonably prompt written notice, following such Indemnified Party’s receipt of such claim or demand, to the party from which indemnity is sought notice (each an “Indemnifying Party”but in no event later than 30 days after becoming aware) of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunderthereof; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights no delay on the part of the Indemnitee in notifying any Indemnitor shall relieve the Indemnitor from any obligation hereunder unless, unless (and then solely to the extent that, extent) the rights of the Indemnifying Parties from whom indemnity Indemnitor is sought are actually prejudiced as a result of by such failure. The Indemnifying Party shall delay. (b) Any Indemnitor will have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense Indemnitee against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that Claim with counsel of its choice reasonably satisfactory to the Indemnifying Party shall not be entitled to assume control of such defense if Indemnitee so long as (i) the Indemnifying Party shall not have notified Indemnitor notifies the Indemnified Party Indemnitee in writing within thirty (30) days after the Indemnitee has given notice of its exercise of its right to defend such the Third-Party claim within Claim that the Indemnitor will indemnify the Indemnitee from and against any such twenty (20) day period; Indemnifiable Losses, (ii) such claim or demand seeks an injunction or other equitable relief the Indemnitor provides the Indemnitee with evidence reasonably acceptable to the Indemnitee that the Indemnitor will have the financial resources to defend against the Indemnified PartyThird-Party Claim and, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of Indemnitor conducts the defense of such claim or demand or (y) the Indemnified Third-Party has one or more defenses not available to Claim actively and diligently; provided, that, in the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigationevent settlement of, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such an adverse judgment in respect of, a Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informedis likely, in the defense good faith judgment of a Purchaser who is an Indemnitee hereunder, to adversely affect the reputation or business of such claim Purchaser or demand. The Indemnified Party its Affiliates, such Purchaser shall have the right to defend, at its expense, against such Third-Party Claim with the counsel of its choice. The Purchasers may also participate in defense of any other Third-Party Claim at their expense. (c) So long as the Indemnitor is conducting the defense of the Third-Party Claim in accordance with Section 8.5(b), (i) the Indemnitee may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim, (ii) the Indemnitee will not consent to the entry of any claim judgment or demand with counsel employed at its own expenseenter into any compromise or settlement in respect of the Third-Party Claim without the prior written consent of the Indemnitor (which consent will not be unreasonably conditioned, delayed, or withheld), and (iii) the Indemnitor will not consent to the entry of any judgment or enter into any compromise or settlement in respect of the Third-Party Claim without the prior written consent of the Indemnitee (which consent will not be unreasonably conditioned, delayed, or withheld); provided, however, that, in respect of clause (iii) above, the case Indemnitee may condition such consent upon the delivery by the claimant or plaintiff to the Indemnitee of a duly executed unconditional release of the Indemnitee from all liability in respect of such Third-Party Claim. (d) In the event any claim condition set forth in Section 8.5(b) is or demand described in clause becomes unsatisfied, however, (i) the Indemnitee may defend against, and consent to the entry of any judgment or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not enter into any settlement in fact have employed counsel to assume the defense of such claim or demandrespect of, the reasonable fees Third-Party Claim in any manner it reasonably may deem appropriate, provided that the Indemnitee will consult with and disbursements of such counsel shall be at obtain the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, Indemnitor in connection therewith which consent shall not be unreasonably conditioned, delayed, or withheld, delayed (ii) the Indemnitor will reimburse the Indemnitee promptly and periodically for the costs of defending against the Third-Party Claim (including reasonable attorneys' fees and expenses), and (iii) the Indemnitor will remain responsible for any Indemnifiable Losses the Indemnitee may suffer resulting from, arising out of, relating to, in the nature of, or conditioned. The Indemnifying caused by, the Third-Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect Claim to the matter fullest extent provided in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementthis Section 8.5.

Procedures for Third Party Claims. In the case If any Third Party Claim shall be brought or alleged against an indemnified party in respect of any claim for indemnification arising from a claim of a third-party other than an Infringement Claim subject to Section 13.3 above (a “Third-Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, to the party from which indemnity is to be sought (each against an “Indemnifying Party”) indemnifying party pursuant to Section 6.1 or Section 6.2, the indemnified party shall, promptly after receipt of any claim or demand notice of which the commencement of such Indemnified Third Party has knowledge and as to which it may request indemnification hereunderClaim, notify the indemnifying party in writing of the commencement thereof, enclosing a copy of all papers served, if any; provided, however, that failure the omission to give so notify such notice indemnifying party will not affect such Indemnified Party’s rights hereunder relieve the indemnifying party from any liability that it may have to any indemnified party under Section 6.1 or Section 6.2 unless, and then solely only to the extent that, the rights indemnifying party is actually prejudiced or harmed by such omission. In the event that any Third Party Claim is brought against an indemnified party and it notifies the indemnifying party of the Indemnifying Parties commencement thereof in accordance with this Section 6.3, the indemnifying party will be entitled, at the indemnifying party’s sole cost and expense, to participate therein and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and, after notice from whom indemnity is sought are prejudiced as a result the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such failureindemnified party under this Article VI for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. The Indemnifying In any such Third Party Claim, an indemnified party shall have the right to retain its own counsel, but the reasonable fees and expenses of such counsel shall be at the sole cost and expense of such indemnified party unless (a) the indemnifying party and if it elects the indemnified party shall have mutually agreed to exercise the retention of such rightcounsel, shall do so within twenty (20b) days after receiving such notice from the Indemnified Party) to defend and to direct indemnifying party has assumed the defense of such proceeding and has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) the named parties to any such Third Party Claim (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual conflicts of interests between them based on the advice of counsel to the indemnifying party. It is agreed that the indemnifying party shall not, in connection with any Third Party Claim or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate law firm (in addition to local counsel where necessary) for all such indemnified parties. The indemnifying party shall not be liable for any settlement of any Third Party Claim effected without its written consent, but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any Loss by reason of such claim settlement or demandjudgment. No indemnifying party shall, in its name or in without the name prior written consent of the Indemnified Partyindemnified party (which consent will not be unreasonably withheld, conditioned or delayed), effect any settlement, compromise or discharge of any pending or threatened Third Party Claim in respect of which any indemnified party is or could have been a party and indemnity could be sought hereunder by such indemnified party, unless such settlement, compromise or discharge, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if (i) includes an unconditional written release of such indemnified party, in form and substance reasonably satisfactory to the Indemnifying Party shall not have notified indemnified party, from all liability on claims that are the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense subject matter of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or does not include any statement as to which the Indemnifying Party shall an admission of fault, culpability or failure to act by or on behalf of any indemnified party and (iii) does not in fact have employed counsel to assume the defense of such claim impose any continuing material obligation or demand, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to restrictions on any such claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementindemnified party.

Procedures for Third Party Claims. In the case (a) If any Indemnitee receives notice of assertion or commencement of any claim for Third Party Claim against such Indemnitee in respect of which an Indemnitor may be obligated to provide indemnification arising from a claim of a third-party other than an Infringement Claim subject to Section 13.3 above (a “Third-Party Claim”)under this Agreement, a party seeking indemnification hereunder (each an “Indemnified Party”) the Indemnitee shall give such Indemnitor reasonably prompt written notice, following notice (but in no event later than 30 calendar days after becoming aware) thereof and such Indemnified Party’s receipt notice shall include a reasonable description of the claim and any documents relating to the claim and an estimate of the Indemnifiable Loss and shall reference the specific sections of this Agreement that form the basis of such claim or demand, to the party from which indemnity is sought (each an “Indemnifying Party”) of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunderclaim; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights no delay on the part of the Indemnitee in notifying any Indemnitor shall relieve the Indemnitor from any obligation hereunder unless, unless (and then solely to the extent thatextent) the Indemnitor is actually prejudiced by such delay (except that the Indemnitor shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). Thereafter, the rights Indemnitee shall deliver to the Indemnitor, within five calendar days after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnifying Parties from whom indemnity is sought are prejudiced as a result Indemnitee relating to the Third Party Claim. (b) The Indemnitor shall be entitled to participate in the defense of such failure. The Indemnifying any Third Party shall have the right (and Claim and, if it elects so chooses, to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct assume the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and thereof with counsel selected by the Indemnifying Party; provided, that Indemnitor. Should the Indemnifying Party shall be entitled Indemnitor so elect to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-a Third Party Claim; and provided further that , the Indemnifying Party Indemnitor shall not (as long as it conducts such defense) be entitled to assume control of such defense if (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available liable to the Indemnifying Party, (iv) such claim relates to or arises Indemnitee for legal expenses subsequently incurred by the Indemnitee in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that defense thereof. If the Indemnifying Party failed or is failing to vigorously prosecute or defend Indemnitor assumes such Third-Party Claim. Notwithstanding anything in this Agreement to the contrarydefense, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party Indemnitee shall have the right to participate in the defense of any claim or demand with counsel employed thereof and to employ counsel, at its own expense; provided, howeverseparate from the counsel employed by the Indemnitor, that, in it being understood that the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party Indemnitor shall not in fact have employed counsel to assume the defense of control such claim or demand, defense. The Indemnitor shall be liable for the reasonable fees and disbursements expenses of such counsel employed by the Indemnitee for any period during which the Indemnitor has not assumed the defense thereof (other than during any period in which the Indemnitee shall be at the expense have not yet given notice of the Indemnifying PartyThird Party Claim as provided above). The Indemnifying If the Indemnitor chooses to defend any Third Party Claim, all of the parties hereto shall, and shall cause their respective Affiliates to, cooperate in the defense thereof. Such cooperation shall include the retention and (upon the Indemnitor’s request) the provision to the Indemnitor of records and information that are relevant to such Third Party Claim, and making employees and directors available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the Indemnitor shall have no indemnification obligations assumed the defense of a Third Party Claim, the Indemnitee shall not admit any liability with respect to any to, or pay, settle, compromise or discharge, such claim or demand which shall be settled by the Indemnified Third Party Claim without the Indemnitor’s prior written consent. If the Indemnitor has assumed the defense of a Third Party Claim, the Indemnitor may only pay, settle, compromise or discharge a Third Party Claim with the Indemnitee’s prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed conditioned or conditioned delayed); provided, that the Indemnitor may pay, settle, compromise or discharge such a Third Party Claim without the written consent of the Indemnitee if such settlement is accompanied by (i) includes a document releasing release of the Indemnified Party Indemnitee from all liability in respect of such Third Party Claim, (ii) does not subject the Indemnitee to any injunctive relief or other equitable remedy and (iii) does not include a statement or admission of fault, culpability or failure to act by or on behalf of the Indemnitee. If the Indemnitor submits to the Indemnitee a bona fide settlement offer that satisfies the requirements set forth in the proviso of the immediately preceding sentence and the Indemnitee refuses to consent to such settlement, then thereafter the Indemnitor’s liability to the Indemnitee with respect to such Third Party Claim shall not exceed the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to Indemnitor’s portion of the settlement within five (5) Business Days of receipt of a written notice from amount included in such settlement offer, and the Indemnifying Party containing Indemnitee shall either assume the terms and condition defense of such settlement, Third Party Claim or pay the Indemnified Indemnitor’s attorney’s fees and other out-of-pocket costs incurred thereafter in continuing the defense of such Third Party shall be deemed to have consented to the settlementClaim.

Procedures for Third Party Claims. In the case of any claim for indemnification arising from a claim of a third-party other than third party, an Infringement Claim subject to Section 13.3 above (a “Third-Indemnified Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, to the party from which indemnity is sought (each an “Indemnifying Party”) Party of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights furnished hereunder unless, and then solely to the extent that, the rights of the Indemnifying Parties parties from whom indemnity is sought are materially prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, Party provided that the Indemnifying Party shall be entitled have provided the Indemnified Party with the prior written assumption, in form and substance reasonably acceptable to assume control of the defense of such action only if Indemnified Party, by the Indemnifying Party acknowledges of any and all liability with respect to the matter in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if controversy, unless (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an order, injunction or other equitable relief against the Indemnified Party, or (iiiii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheldParty, delayed or conditioned if unless such claim solely involves a claim for monetary Damages and such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementcontroversy.

Procedures for Third Party Claims. (a) In the case of event that any claim or demand, or other circumstance or state of facts that could give rise to any claim or demand, for indemnification arising from a claim of which an Indemnitor may be liable to an Indemnified Party hereunder is asserted or sought to be collected, in each case, in writing, by a third-party other than an Infringement Claim subject to Section 13.3 above (a “Third-Party Claim”), a party seeking indemnification hereunder the Indemnified Party shall promptly, but in no event more than ten (each an “Indemnified Party”10) shall give prompt written notice, days following such Indemnified Party’s receipt of a Third-Party Claim, notify the Indemnitor in writing of such claim or demand, to the party from which indemnity is sought Third-Party Claim (each an “Indemnifying PartyNotice of Claim”) of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder); provided, however, that a failure by an Indemnified Party to give such provide timely notice will shall not affect the rights or obligations of such Indemnified Party’s rights hereunder unless, and then solely to Party other than if the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are Indemnitor shall have been actually prejudiced as a result of such failure. The Indemnifying Notice of Claim shall (i) state that the Indemnified Party has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which such Indemnified Party is entitled to indemnification pursuant to this Agreement, and (ii) specify in reasonable detail each individual item of Loss included in the amount so stated, the date such item was paid or properly accrued, the basis for any anticipated Loss and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related and the computation of the amount to which such Indemnified Party claims to be entitled hereunder. The Indemnified Party shall enclose with the Notice of Claim a copy of all papers served with respect to such Third-Party Claim, if any, and any other documents evidencing such Third-Party Claim. (b) The Indemnitor shall have the right (and if it elects to exercise such right, shall do so within twenty but not the obligation, to assume the defense or prosecution of such Third-Party Claim and any litigation resulting therefrom with counsel of its choice and at its sole cost and expense (20a “Third-Party Defense”). If the Indemnitor assumes the Third-Party Defense in accordance herewith, (i) days after receiving such notice from the Indemnified Party) to defend Party may retain separate co-counsel at its sole cost and to direct expense and participate in the defense against of the Third-Party Claim, but the Indemnitor shall control the investigation, defense and settlement thereof, (ii) the Indemnified Party shall not file any papers or consent to the entry of any judgment or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnitor and (iii) the Indemnitor shall not consent to the entry of any judgment or enter into any settlement with respect to the Third-Party Claim to the extent such claim judgment or demand, in its name settlement provides for equitable relief or in includes an admission of liability or fault without the name prior written consent of the Indemnified Party, as such consent not to be unreasonably withheld, conditioned or delayed. The Parties shall act in good faith in responding to, defending against, settling or otherwise dealing with such claims. The Parties shall also cooperate in any such defense and give each other reasonable access to all information relevant thereto. Whether or not the case may beIndemnitor has assumed the Third-Party Defense, such Indemnitor shall not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into or any judgment that was consented to without the Indemnitor’s prior written consent. (c) If the Indemnitor does not assume the Third-Party Defense, the Indemnified Party shall be entitled to assume the Third-Party Defense, at the expense of the Indemnifying PartyIndemnitor, and with counsel selected by upon delivery of notice to such effect to the Indemnifying PartyIndemnitor; provided, provided that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party Indemnitor shall have the right to participate in the defense of any claim or demand with counsel employed Third-Party Defense at its own sole cost and expense; provided, howeverbut the Indemnified Party shall control the investigation, thatdefense and settlement thereof, in the case of any claim or demand described in clause (i) or (ii) the Indemnitor may at any time thereafter assume the Third-Party Defense, in which event the Indemnitor shall bear the reasonable fees, costs and expenses of the second preceding sentence or as Indemnified Party’s counsel incurred prior to which the Indemnifying assumption by the Indemnitor of the Third-Party Defense and (iii) the Indemnitor shall not in fact have employed counsel be obligated to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled by indemnify the Indemnified Party hereunder for any settlement entered into or any judgment that was consented to without the Indemnitor’s prior written consent, such consent of the Indemnifying Party, which consent shall not to be unreasonably withheld, delayed conditioned or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementdelayed.

Procedures for Third Party Claims. In the case If any Third Party Claim shall be brought or alleged against an indemnified party in respect of any claim for indemnification arising from a claim of a third-party other than an Infringement Claim subject to Section 13.3 above (a “Third-Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, to the party from which indemnity is to be sought (each against an “Indemnifying Party”) indemnifying party pursuant to Section 7.1 or Section 7.2, the indemnified party shall, promptly after receipt of any claim or demand notice of which the commencement of such Indemnified Third Party has knowledge and as to which it may request indemnification hereunderClaim, notify the indemnifying party in writing of the commencement thereof, enclosing a copy of all papers served, if any; provided, however, that failure the omission to give so notify such notice indemnifying party will not affect such Indemnified Party’s rights hereunder relieve the indemnifying party from any liability that it may have to any indemnified party under Section 7.1 or Section 7.2 unless, and then solely only to the extent that, the rights indemnifying party is actually prejudiced by such omission. In the event that any Third Party Claim is brought against an indemnified party and it notifies the indemnifying party of the Indemnifying Parties commencement thereof in accordance with this Section 7.3, the indemnifying party will be entitled, at the indemnifying party’s sole cost and expense, to participate therein and, to the extent that it may wish, to assume the defense thereof, with counsel selected by such indemnifying party, but reasonably satisfactory to such indemnified party (which counsel shall not, except with the consent of the indemnified party, be the current counsel to the indemnified party with respect to such Third Party Claim), and, after notice from whom indemnity is sought are prejudiced as a result the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not, subject to the immediately succeeding sentence, be liable to such failureindemnified party under this ARTICLE VII for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. The Indemnifying In any such Third Party Claim, an indemnified party shall have the right to retain its own counsel, but the reasonable fees and expenses of such counsel shall be at the sole cost and expense of such indemnified party unless (a) the indemnifying party and if it elects the indemnified party shall have mutually agreed to exercise the retention of such rightcounsel, shall do so within twenty (20b) days after receiving such notice from the Indemnified Party) to defend and to direct indemnifying party has assumed the defense of such proceeding and has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) the named parties to any such Third Party Claim (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interests between them based on the advice of counsel to the indemnified party. It is agreed that the indemnifying party shall not, in connection with any Third Party Claim or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate law firm (in addition to local counsel where necessary) for all such indemnified parties. The indemnifying party shall not be liable for any settlement of any Third Party Claim effected without its prior written consent (which shall not be unreasonably withheld, conditioned or delayed), but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any Loss by reason of such claim settlement or demandjudgment. No indemnifying party shall, in its name or in without the name prior written consent of the Indemnified Partyindemnified party, effect any settlement, compromise or discharge of any pending or threatened Third Party Claim in respect of which any indemnified party is or could have been a party and indemnity could be sought hereunder by such indemnified party, unless such settlement, compromise or discharge, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if (i) includes an unconditional, full written release of such indemnified party, in form and substance reasonably satisfactory to the Indemnifying Party shall not have notified indemnified party, from all liability on claims that are the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense subject matter of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of any indemnified party and (iii) does not impose on such indemnified party any continuing obligations or restrictions other than customary and reasonable confidentiality obligations relating to such claim, settlement or compromise. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the second preceding sentence or Securities Exchange Act of 1934, as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementamended.

Procedures for Third Party Claims. In the case of any claim for indemnification arising from a claim of a third-third party other than an Infringement Claim subject to Section 13.3 above (a “Third-Third Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) Party shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, to the party from which indemnity is sought (each an “Indemnifying Party”) Party of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights furnished hereunder unless, and then solely to the extent that, the rights of the Indemnifying Parties parties from whom indemnity is sought are materially prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects they elect to exercise such right, shall to do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall only be entitled to assume control of the defense of such action only if to the extent the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses the full amount of any Damages resulting from such Third-therefrom to which the Indemnified Party Claimis entitled to indemnification hereunder; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if if: (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right taken any action to defend such Third-Party third party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, ; (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, ; (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, ; or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claimthird party claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause clauses (i) or through (iiv) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have timely employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements of such one firm of counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheldParty, delayed or conditioned if unless such claim solely involves a claim for monetary Damages and such settlement is accompanied by a document releasing the Indemnified Party from all liability Liability with respect to the matter in controversy that is bindingcontroversy, valid in form and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object substance reasonably satisfactory to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementInvestors.

Procedures for Third Party Claims. In the case of any claim Claim for indemnification arising from a claim of a third-party other than third party, an Infringement Claim subject to Section 13.3 above (a “Third-Indemnified Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, to the party from which indemnity is sought (each an “Indemnifying Party”) Party of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights furnished hereunder unless, and then solely to the extent that, the rights of the Indemnifying Parties parties from whom indemnity is sought are materially prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, Party provided that the Indemnifying Party shall be entitled have provided the Indemnified Party with the prior written assumption, in form and substance reasonably acceptable to assume control of the defense of such action only if Indemnified Party, by the Indemnifying Party acknowledges of any and all liability with respect to the matter in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if controversy, unless (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an order, injunction or other equitable relief against the Indemnified Party, or (iiiii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheldParty, delayed or conditioned if unless such claim solely involves a claim for monetary Damages and such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementcontroversy.

Procedures for Third Party Claims. In the case (a) Any Indemnified Party seeking indemnification pursuant to this Article VIII in respect of any Third-Party Claim shall give the Indemnifying Party from whom indemnification with respect to such claim is sought (i) prompt written notice of such Third-Party Claim and (ii) copies of all documents and information relating to any such Third- Party Claim; provided, that the failure by the Indemnified Party to so notify or provide copies to the Indemnifying Party shall not relieve the Indemnifying Party from any liability to the Indemnified Party for indemnification arising from a claim any liability hereunder except to the extent that such failure shall have materially and actually prejudiced the defense of a third-party other than an Infringement Claim subject to Section 13.3 above (a “such Third-Party Claim”), a party seeking indemnification hereunder . (each an “Indemnified Party”b) shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, to the party from which indemnity is sought (each an “Indemnifying Party”) of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights hereunder unless, and then solely to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) at its option, and expense, to defend and against, negotiate, settle or otherwise deal with any Third-Party Claim with respect to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that which it is the Indemnifying Party shall and to be entitled to assume control represented by counsel of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations own choice, and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall will not be entitled to assume control of such defense if (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with admit any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations liability with respect to any such claim thereto or demand which shall be settled by settle, compromise, pay or discharge the Indemnified Party same without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. The so long as the Indemnifying Party shall is contesting or defending the same with reasonable diligence and in good faith; provided, that the Indemnified Party may participate in any proceeding with counsel of its choice and at its expense; provided further, that the Indemnifying Party may not settle enter into a settlement of any such claim Third-Party Claim without the prior written consent of the Indemnified Party (Party, which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlement.

Procedures for Third Party Claims. In the case of any claim for indemnification arising from a claim of a third-third party other than an Infringement Claim subject to Section 13.3 above (a “Third-Third Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) Party shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, notice to the party from which indemnity is sought (each an “Indemnifying Party”) Party of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights hereunder unless, and then solely to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demandThird Party Claim, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if unless (i) the Indemnifying such Third Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand Claim seeks an order, injunction or other equitable relief against the Indemnified Party, or (iiiii) the Indemnified Party shall have reasonably concluded that (xiii) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand Third Party Claim or (yiv) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demandThird Party Claim. The Indemnified Party shall have the right to participate in the defense of any claim or demand Third Party Claim with counsel employed at its own expense; provided, however, that, in the case of any claim or demand Third Party Claim described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demandThird Party Claim, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand Third Party Claim which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheldwithheld or delayed. Promptly following the final determination of any Third Party Claim, delayed or conditioned. The after exhausting all appeals if the matter was appealed, the Indemnifying Party shall not settle pay any such claim without Losses to the prior written consent Indemnified Party by wire transfer or check made payable to the order of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementParty.

Procedures for Third Party Claims. In the case of any claim for indemnification arising from a claim of a third-third party other than an Infringement Claim subject to Section 13.3 above (a “Third-Third Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) Party shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, notice to the party from which indemnity is sought (each an “Indemnifying Party”) Party of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights hereunder unless, and then solely to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demandThird Party Claim, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if unless (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (iia) such claim or demand Third Party Claim seeks an order, injunction or other equitable relief against the Indemnified Party, or (iiib) the Indemnified Party shall have reasonably concluded that (xi) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand Third Party Claim or (yii) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demandThird Party Claim. The Indemnified Party shall have the right to participate in the defense of any claim or demand Third Party Claim with counsel employed at its own expense; provided, however, that, in the case of any claim or demand Third Party Claim described in clause (ia) or (iib) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demandThird Party Claim, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand Third Party Claim which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed withheld or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementdelayed.

Procedures for Third Party Claims. In the case (a) Any Indemnified Party seeking indemnification pursuant to this Article 8 in respect of any Third-Party Claim shall give the Indemnifying Party from whom indemnification with respect to such claim for indemnification arising from a claim is sought: (i) prompt written notice (but in no event more than ten (10) Business Days after the Indemnified Party acquires knowledge thereof and in no event after the expiration of a third-party other than an Infringement Claim subject to Section 13.3 above (a “the applicable Survival Period) of such Third-Party Claim”), a party seeking indemnification hereunder ; and (each an “ii) copies of all material documents and information (including court papers) relating to any such Third-Party Claim within ten (10) Business Days of their being obtained by the Indemnified Party”) shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, to the party from which indemnity is sought (each an “Indemnifying Party”) of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that the failure by the Indemnified Party to give so notify or provide copies within either such notice will ten (10) Business Day period to the Indemnifying Party shall not affect such relieve the Indemnifying Party from any liability to the Indemnified Party’s rights Party for any liability hereunder unless, and then solely except to the extent thatthat such failure shall have actually and materially prejudiced the defense of such Third-Party Claim and then only to the extent of such prejudice. (b) In the event of a Third-Party Claim, the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such upon written notice from to the Indemnified Party) , to investigate, contest, defend or settle any Third-Party Claim that may result in Losses with respect to which the Indemnified Party is entitled to indemnification pursuant to this Article 8 and select legal counsel of its choosing in connection therewith (provided that such notice shall include an irrevocable acknowledgment of the Indemnifying Party that the Third-Party Claim may result in Losses, and that if such Losses do so result, then the Indemnified Party shall be entitled to direct indemnification by the Indemnifying Party pursuant to this Article 8); provided, however, that the Indemnified Party may, at its option and at its own expense, participate in the investigation, contesting, defense against or settlement of any such Third-Party Claim through Representatives of its own choosing; provided, further, that the Indemnifying Party shall not settle or compromise any Third-Party Claim unless the terms of such settlement or compromise (i) call only for a payment to the Indemnified Party (or of the Third-Party Claim directly), the full amount of which is indemnified hereunder, (ii) does not impose an injunction or other equitable relief upon the Indemnified Party, (iii) does not require an admission or acknowledgment of fault, wrongdoing or violation of Law by the Indemnified Party, (iv) contains an unconditional release of the Indemnified Party in respect of such claim or demandand (v) would not be reasonably expected, in its name or in the name good faith judgment of the Indemnified Party, as to establish a precedent, custom or practice materially adverse to the case may becontinuing business interests or prospects of the Indemnified Party or its Affiliates. If requested in writing by the Indemnifying Party, the Indemnified Party shall reasonably cooperate with the Indemnifying Party and its counsel in contesting any Third-Party Claim or, if appropriate and related to the Third-Party Claim in question, in making any reasonable counterclaim against the Person making such Third-Party Claim, or any cross-complaint against any Person (other than the Indemnified Party or its Affiliates) or similar action. If the Indemnifying Party shall not have elected to assume the defense of such Third-Party Claim within ten (10) Business Days of receipt of the Claim Notice, the Indemnified Party shall have the right, at its option and at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Partyto do so in such manner as it deems appropriate; provided, that however, the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demandThird-Party Claim at any time thereafter if it acknowledges in writing that such Third-Party Claim may result in Losses, and that if such Losses do so result, then the reasonable fees and disbursements of such counsel Indemnified Party shall be at the expense of entitled to indemnification by the Indemnifying PartyParty pursuant to this Article 8. The Indemnifying In the event any Indemnified Party shall have no indemnification obligations settles or compromises or consents to the entry of any judgment with respect to any such claim or demand which shall be settled by Third-Party Claim the Indemnified defense of which, the Indemnifying Party has properly assumed hereunder without the prior written consent of the Indemnifying Party, which consent such Indemnified Party shall not be unreasonably withheld, delayed or conditioneddeemed to have irrevocably waived all rights to make a claim for indemnification pursuant to this Agreement with respect to such Third-Party Claim. The Indemnifying Party shall be entitled to participate in (but not settle to control) the defense of any Third-Party Claim which it has not elected to defend with its own counsel and at its expense. Notwithstanding anything herein to the contrary, in no event shall the Indemnifying Party be entitled to conduct or control the defense, compromise and settlement of any Third-Party Claim if (i) such claim without seeks as the prior written consent sole remedy an injunction, other equitable relief or any other non-monetary relief against the Indemnified Party, (ii) in the event such claim were to be decided adversely to the Indemnified Party, the aggregate amount of Losses associated therewith, together with all other outstanding claims would reasonably be expected to exceed the aggregate liability limitations set forth in this Article 8, (iii) such claim relates to or arises out of any allegedly criminal activity or quasicriminal activity, (iv) the Indemnifying Party is also a party or has an interest in such Third-Party Claim, which interest conflicts with the interests of the Indemnified Party (as determined by outside counsel applying the conflict-of-interest rules restricting attorney conduct in the applicable jurisdiction if counsel for the Indemnifying Party were to act as counsel for the Indemnified Party) or (v) indemnification in respect of such Third-Party Claim is being sought pursuant to the Specific Indemnity in respect of an Excluded Contract of the type described in clause (ii) of the definition thereof (provided, that in the case of this clause (v), the Indemnified Party shall not settle or compromise any such Third-Party Claim without the Indemnifying Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed (it being agreed and understood that the determination as to whether it is reasonable to withhold, condition or conditioned if delay such consent, shall take into account various factors, including costs associated with such settlement or compromise, expediency in resolving such Third-Party Claim and the totality of the other circumstances related to any such Third-Party Claim), unless (w) such settlement or compromise provides for a cash payment to the applicable third party of greater than $3,000,000, (x) the applicable Excluded Contract has previously been terminated, or the applicable settlement or compromise includes as a term thereof, or otherwise results in, the termination of the applicable Excluded Contract and (y) the Indemnifying Party is accompanied by a document releasing not entitled to reimbursement of its indemnification obligations pursuant to Section 8.11(c) hereof, in which event such consent may be withheld, conditioned or delayed in the Indemnifying Party’s sole discretion)). In the event of any Third-Party Claim for which indemnification is being sought pursuant to the Specific Indemnity in respect of an Excluded Contract of the type described in clause (ii) of the definition thereof, (A) the Indemnifying Party shall at its own expense have the opportunity to participate in (but, for the avoidance of doubt, not control) the defense thereof, (B) the Indemnified Party from all liability will consult in good faith with the Indemnifying Party on a periodic basis with respect to the matter in controversy that is binding, valid litigation strategy and enforceable against all applicable Parties). Notwithstanding the foregoing, if accrual of litigation costs and (C) the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from will consider in good faith any comments or requests reasonably proposed by the Indemnifying Party containing with respect thereto. (c) Notwithstanding anything to the terms and condition contrary herein, the Indemnifying Party may only investigate, contest, defend or settle such Third-Party Claim if the insurer under the R&W Policy is not entitled, or if entitled does not elect, to assume the defense of such settlement, the Indemnified Third-Party shall be deemed to have consented to the settlementClaim.

Procedures for Third Party Claims. In the case of any claim ------------------------------------ for indemnification arising from a claim of a third-third party other than an Infringement Claim subject to Section 13.3 above (a “Third-"Third Party Claim”"), a party seeking indemnification hereunder (each an “Indemnified Party”) Party shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, notice to the party from which indemnity is sought (each an “Indemnifying Party”) Party of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights hereunder unless, and then solely to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demandThird Party Claim, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if unless (i) the Indemnifying such Third Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand Claim seeks an order, injunction or other equitable relief against the Indemnified Party, or (iiiii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand Third Party Claim or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demandThird Party Claim. The Indemnified Party shall have the right to participate in the defense of any claim or demand Third Party Claim with counsel employed at its own expense; provided, however, that, in the case of any claim or demand Third Party Claim described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demandThird Party Claim, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand Third Party Claim which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed withheld or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementdelayed.

Procedures for Third Party Claims. In Subject to the case Access and Support Agreement, the obligations of any claim Indemnifying Party to indemnify any Indemnified Party under this Article VIII with respect to Claim for indemnification arising from a claim of a third-party other than an Infringement Claim subject to Section 13.3 above Damages by third parties (including Governmental Entities) (a “Third-Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, be subject to the party from which indemnity is sought following terms and conditions: (each an “Indemnifying Party”a) of any claim or demand of which such The Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to shall give such notice will not affect such Indemnified Party’s rights hereunder unless, and then solely to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control written notice of the defense any such Third-Party Claim promptly after learning of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; , and provided further the Indemnifying Party may, at its option, undertake the defense thereof by representatives of its own choosing and shall provide written notice of any such undertaking to the Indemnified Party. Failure to give prompt written notice of a Third-Party Claim hereunder shall not affect the Indemnifying Party’s obligations under this Article VIII, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give prompt written notice. The Indemnified Party shall, and shall not be entitled to assume control of such defense if (i) cause its employees and representatives to, cooperate with the Indemnifying Party shall not have notified in connection with the Indemnified Party settlement or defense of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party Claim and shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and provide the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not with all available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend information and documents concerning such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, The Indemnifying Party shall provide the Indemnified Party shall, at with copies of all non-privileged communications and other information in respect of the expense of Third-Party Claim. If the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense within thirty (30) days after written notice of any claim or demand with counsel employed at its own expense; providedsuch Third-Party Claim, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel fails to assume the defense of such claim or demandThird-Party Claim or, after assuming defense, negligently fails to defend and fails to call after reasonable written notice of the same, the reasonable fees and disbursements Indemnified Party against whom such Third-Party Claim has been made shall (upon further written notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such counsel shall be Third-Party Claim on behalf of and for the account and risk, and at the expense expense, of the Indemnifying Party. The , subject to the right of the Indemnifying Party shall have no indemnification obligations with respect to assume the defense of such Third-Party Claim at any such claim time prior to settlement, compromise or demand which shall be settled by final determination thereof upon written notice to the Indemnified Party. (b) Anything in this Section 8.4 to the contrary notwithstanding, (i) the Indemnified Party shall not settle a Third-Party Claim for which it is indemnified without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed or conditioned. The and (ii) the Indemnifying Party shall not settle enter into any such claim settlement or compromise of any action, suit or proceeding, or consent to the entry of any judgment for relief other than monetary damages to be borne by the Indemnifying Party, without the prior written consent of the Indemnified Party (Party, which consent shall not be unreasonably withheld, delayed conditioned or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementdelayed.

Procedures for Third Party Claims. In the case of any claim for indemnification arising from a claim of a third-third party other than an Infringement Claim subject to Section 13.3 above (a “Third-Third Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) Party shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, notice to the party from which indemnity is sought (each an “Indemnifying Party”) Party of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights hereunder unless, and then solely to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demandThird Party Claim, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if unless (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (iia) such claim or demand Third Party Claim seeks an order, injunction or other equitable relief against the Indemnified Party, or (iiib) the Indemnified Party shall have reasonably concluded that (xi) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand Third Party Claim or (yii) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demandThird Party Claim. The Indemnified Party shall have the right to participate in the defense of any claim or demand Third Party Claim with counsel employed at its own expense; provided, however, that, in the case of any claim or demand Third Party Claim described in clause (ia) or (iib) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demandThird Party Claim, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand Third Party Claim which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed withheld or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementdelayed.

Procedures for Third Party Claims. In the case (a) If any Indemnitee receives notice of assertion or commencement of any claim for indemnification arising from a claim of a third-party other than an Infringement Claim subject to Section 13.3 above (a “Third-Party Claim”)Claim against such Indemnitee in respect of which an Indemnitor may be obligated to provide indemnification under this Article VII, a party seeking indemnification hereunder (each an “Indemnified Party”) the Indemnitee shall give such Indemnitor reasonably prompt written noticenotice thereof and such notice shall include a reasonable description of the claim and any documents relating to the claim and an estimate of the Indemnifiable Loss or the Specific Indemnifiable Loss, following such Indemnified Party’s receipt as applicable, and shall reference the specific sections of this Agreement that form the basis of such claim or demand, to the party from which indemnity is sought (each an “Indemnifying Party”) of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunderclaim; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights no delay on the part of the Indemnitee in notifying any Indemnitor shall relieve the Indemnitor from any obligation hereunder unless, unless (and then solely to the extent thatextent) the Indemnitor is actually prejudiced by such delay (except that the Indemnitor shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). Thereafter, the rights Indemnitee shall deliver to the Indemnitor, reasonably promptly after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnifying Parties from whom indemnity is sought are prejudiced as a result Indemnitee relating to the Third-Party Claim. (b) The Indemnitor shall be entitled to participate in the defense of such failure. The Indemnifying any Third-Party shall have the right (and Claim and, if it elects so chooses, to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct assume the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and thereof with counsel selected by the Indemnifying PartyIndemnitor and reasonably acceptable to the Indemnitee; provided, however, that as a condition to assuming such defense, the Indemnifying Indemnitor shall acknowledge its responsibility for Indemnifiable Losses (subject to the limits set forth herein) resulting from such Third Party shall be entitled Claim. Should the Indemnitor so elect to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such a Third-Party Claim; and provided further that , the Indemnifying Party Indemnitor shall not not, for as long as it conducts such defense, be entitled to assume control of such defense if (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available liable to the Indemnifying Party, (iv) such claim relates to or arises Indemnitee for legal expenses subsequently incurred by the Indemnitee in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that defense thereof. If the Indemnifying Party failed or is failing to vigorously prosecute or defend Indemnitor assumes such Third-Party Claim. Notwithstanding anything in this Agreement to the contrarydefense, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party Indemnitee shall have the right to participate in the defense of any claim or demand with counsel employed thereof and to employ counsel, at its own expense; provided, howeverseparate from the counsel employed by the Indemnitor, that, in it being understood that the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party Indemnitor shall not in fact have employed counsel to assume the defense of control such claim or demand, defense. The Indemnitor shall be liable for the reasonable fees and disbursements expenses of such counsel employed by the Indemnitee for any period during which the Indemnitor has not assumed the defense thereof (other than during any period in which the Indemnitee shall be at the expense have not yet given notice of the Indemnifying PartyThird-Party Claim as provided above). The Indemnifying If the Indemnitor chooses to defend any Third-Party Claim, all of the parties hereto shall cooperate in the defense thereof. Such cooperation shall include the retention and (upon the Indemnitor’s request) the provision to the Indemnitor of records and information which are relevant to such Third-Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the Indemnitor shall have no indemnification obligations assumed the defense of a Third-Party Claim, the Indemnitee shall not admit any liability with respect to any to, or pay, settle, compromise or discharge, such claim or demand which shall be settled by the Indemnified Third-Party Claim without the Indemnitor’s prior written consent of the Indemnifying Party, (which consent shall not be unreasonably withheld, delayed or conditioned). The Indemnifying If the Indemnitor has assumed the defense of a Third-Party shall not settle any such claim without Claim, the Indemnitor may only pay, settle, compromise or discharge a Third-Party Claim with the Indemnitee’s prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned conditioned); provided, however, that the Indemnitor may pay, settle, compromise or discharge such Third-Party Claim without the written consent of the Indemnitee if such settlement is accompanied by (i) includes a document releasing complete and unconditional release of the Indemnified Party Indemnitee from all liability in respect of such Third-Party Claim, (ii) involves a cash payment only and does not subject the Indemnitee to any injunctive relief or other equitable remedy and (iii) does not include a statement or admission of fault, culpability or failure to act by or on behalf of the Indemnitee. If the Indemnitor submits to the Indemnitee a bona fide settlement offer that satisfies the requirements set forth in the proviso of the immediately preceding sentence and the Indemnitee refuses to consent to such settlement, then thereafter the Indemnitor’s liability to the Indemnitee with respect to such Third-Party Claim shall not exceed the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to Indemnitor’s portion of the settlement within five (5) Business Days of receipt of a written notice from amount included in such settlement offer, and the Indemnifying Party containing Indemnitee shall thereafter assume the terms and condition defense of such settlement, Third-Party Claim and pay attorney’s fees and other out-of-pocket costs incurred thereafter in continuing the Indemnified defense of such Third-Party shall be deemed to have consented to the settlementClaim.

Procedures for Third Party Claims. In the case (a) Any Indemnified Party seeking indemnification pursuant to this Section 9 in respect of any claim for indemnification arising from a claim of a third-party other than an Infringement Claim subject to Section 13.3 above Proceeding instituted by any third Person (in each case, a “Third-Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) shall give prompt written notice, following such Indemnified Party’s receipt of the Indemnifying Party from whom indemnification with respect to such claim or demand, to the party from which indemnity is sought (each an “Indemnifying Party”i) prompt written notice (but in no event more than ten (10) days after the Indemnified Party acquires knowledge thereof) of such Third-Party Claim and (ii) copies of all documents and information relating to any claim or demand such Third-Party Claim within ten (10) days of which such their being obtained by the Indemnified Party has knowledge and as to which it may request indemnification hereunderParty; provided, however, that the failure by the Indemnified Party to give such notice will so notify or provide copies to the Indemnifying Party shall not affect such relieve the Indemnifying Party from any liability to the Indemnified Party’s rights Party for any liability hereunder unless, and then solely except to the extent that, that such failure shall have actually prejudiced the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result defense of such failure. Third-Party Claim. (b) The Indemnifying Party shall have the right (and if it elects to exercise such right, at its option and expense, to defend against, negotiate, settle or otherwise deal with any Third-Party Claim with respect to which it is the Indemnifying Party and to be represented by counsel reasonably acceptable to the Indemnified Party (unless (i) the Indemnifying Party is also party to such Proceeding and the Indemnified Party determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding). The Indemnifying Party shall do so notify the Indemnified Party of its election to assume the defense of such Proceeding and thereafter neither the Indemnifying Party nor the Indemnified Party will admit any liability with respect thereto or settle, compromise, pay or discharge the same without the written consent of the other party. The Indemnified Party may participate in any Third-Party Claim with counsel of its choice and at its expense. If notice is given to an Indemnifying Party of the commencement of any Proceeding and the Indemnifying Party does not, within twenty (20) days after receiving such notice from is given, give notice to the Indemnified Party of its election to assume the defense of such Proceeding, the Indemnified party (upon further notice to the Indemnifying Party) will have the right to undertake the defense, compromise or settlement of such Proceeding and the Indemnifying Party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the Indemnified Party) . Notwithstanding the foregoing, if an Indemnified Party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to defend and to direct the defense against any such claim or demandindemnification under this Agreement, in its name or in the name of the Indemnified PartyParty may, as the case may be, at the expense of by written notice to the Indemnifying Party, and with counsel selected by assume the Indemnifying Party; providedexclusive right to defend, that compromise or settle such Proceeding, but the Indemnifying Party shall will not be entitled bound by any determination of a Proceeding so defended or any compromise or settlement effected without its written consent. (c) If a firm good faith written offer is made to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from settle any such Third-Party Claim; Claim and provided further that the Indemnifying Party shall not be entitled proposes to assume control of accept such defense if settlement and the Indemnified Party refuses to consent to such settlement, then: (i) the Indemnifying Party shall not have notified be excused from, and the Indemnified Party shall be solely responsible for, all further defense of its exercise of its right to defend such Third-Party claim within such twenty (20) day periodClaim; (ii) the maximum liability of the Indemnifying Party relating to such claim or demand seeks an injunction or other equitable relief against Third-Party Claim shall be the amount of the proposed settlement if the amount thereafter recovered from the Indemnified Party, Party on such Third-Party Claim is greater; and (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict pay all attorneys’ fees and legal costs and expenses incurred after rejection of interest between such settlement by the Indemnified Party, but if the amount thereafter recovered by such third party from the Indemnified Party and is less than the Indemnifying Party in the conduct amount of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such proposed settlement, the Indemnified Party shall be deemed reimbursed by the Indemnifying Party for such attorneys’ fees and legal costs and expenses up to have consented a maximum amount equal to the difference between the amount recovered by such third party and the amount of the proposed settlement. (d) Purchaser and Sellers shall make available to each other, their counsel and accountants all information and documents reasonably available to them which relate to any claim subject to indemnity hereunder and to render to each other such assistance as may reasonably be required in order to ensure the proper and adequate defense of any such claim. (e) If required for joinder purposes, the Sellers and Purchaser hereby consent to the non-exclusive jurisdiction in which a Proceeding is brought against any Indemnified Party for purposes of any claim that an Indemnified Party may have under this Agreement with respect to such Proceeding or the matters alleged therein and agree that process may be served on the Sellers and Purchaser with respect to such claim anywhere in the world.

Procedures for Third Party Claims. (a) In the case of event that any claim or demand, or other circumstance or state of facts that could give rise to any claim or demand, for indemnification arising from which an Indemnitor may be liable to an Indemnified Party hereunder is asserted or sought to be collected, in each case, in writing, by a claim of a third-third party other than an Infringement Claim subject to Section 13.3 above (a “Third-Party Claim”), a party seeking indemnification hereunder the Indemnified Party shall promptly, but in no event more than ten (each an “Indemnified Party”10) shall give prompt written notice, days following such Indemnified Party’s receipt of a Third-Party Claim, notify the Indemnitor in writing of such claim or demand, to the party from which indemnity is sought Third-Party Claim (each an “Indemnifying PartyNotice of Claim”) of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder); provided, however, that a failure by an Indemnified Party to give such provide timely notice will shall not affect the rights or obligations of such Indemnified Party’s rights hereunder unless, and then solely to Party other than if the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are Indemnitor shall have been actually prejudiced as a result of such failure. The Indemnifying Notice of Claim shall (i) state that the Indemnified Party has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which such Indemnified Party is entitled to indemnification pursuant to this Agreement, and (ii) specify in reasonable detail each individual item of Loss included in the amount so stated, the date such item was paid or properly accrued, the basis for any anticipated Loss and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related and the computation of the amount to which such Indemnified Party claims to be entitled hereunder. The Indemnified Party shall enclose with the Notice of Claim a copy of all papers served with respect to such Third-Party Claim, if any, and any other documents evidencing such Third-Party Claim. (b) The Indemnitor shall have the right (and if it elects to exercise such right, shall do so within twenty but not the obligation, to assume the defense or prosecution of such Third-Party Claim and any litigation resulting therefrom with counsel of its choice and at its sole cost and expense (20a “Third-Party Defense”). If the Indemnitor assumes the Third-Party Defense in accordance herewith, (i) days after receiving such notice from the Indemnified Party) to defend Party may retain separate co-counsel at its sole cost and to direct expense and participate in the defense against of the Third-Party Claim, but the Indemnitor shall control the investigation, defense and settlement thereof, (ii) the Indemnified Party shall not file any papers or consent to the entry of any judgment or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnitor and (iii) the Indemnitor shall not consent to the entry of any judgment or enter into any settlement with respect to the Third-Party Claim to the extent such claim judgment or demand, in its name settlement provides for equitable relief or in includes an admission of liability or fault without the name prior written consent of the Indemnified Party, as such consent not to be unreasonably withheld, conditioned or delayed. The Parties shall act in good faith in responding to, defending against, settling or otherwise dealing with such claims. The Parties shall also cooperate in any such defense and give each other reasonable access to all information relevant thereto. Whether or not the case may beIndemnitor has assumed the Third-Party Defense, such Indemnitor shall not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into or any judgment that was consented to without the Indemnitor’s prior written consent. (c) If the Indemnitor does not assume the Third-Party Defense, the Indemnified Party shall be entitled to assume the Third-Party Defense, at the expense of the Indemnifying PartyIndemnitor, and with counsel selected by upon delivery of notice to such effect to the Indemnifying PartyIndemnitor; provided, provided that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party Indemnitor shall have the right to participate in the defense of any claim or demand with counsel employed Third-Party Defense at its own sole cost and expense; provided, howeverbut the Indemnified Party shall control the investigation, thatdefense and settlement thereof, in the case of any claim or demand described in clause (i) or (ii) the Indemnitor may at any time thereafter assume the Third-Party Defense, in which event the Indemnitor shall bear the reasonable fees, costs and expenses of the second preceding sentence or as Indemnified Party’s counsel incurred prior to which the Indemnifying assumption by the Indemnitor of the Third-Party Defense and (iii) the Indemnitor shall not in fact have employed counsel be obligated to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled by indemnify the Indemnified Party hereunder for any settlement entered into or any judgment that was consented to without the Indemnitor’s prior written consent, such consent of the Indemnifying Party, which consent shall not to be unreasonably withheld, delayed conditioned or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementdelayed.

Procedures for Third Party Claims. In the case of any claim for indemnification arising from a claim of a third-party other than an Infringement Claim subject to Section 13.3 above (a “Third-Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”a) shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, to the party from which indemnity is sought (each an “Indemnifying Party”) of If any claim or demand made by any Person other than Purchaser or Seller against a Purchaser Indemnified Party or a Seller Indemnified Party, as applicable (a “Third Party Claim”) shall be brought or alleged against an indemnified party in respect of which indemnity is to be sought against an indemnifying party pursuant to Section 7.1 or Section 7.2, the indemnified party shall, promptly after receipt of notice of the commencement of such Indemnified Third Party has knowledge and as to which it may request indemnification hereunderClaim, notify the indemnifying party in writing of the commencement thereof, enclosing a copy of all papers served, if any; provided, however, that the failure to give so notify such notice indemnifying party will not affect such Indemnified Party’s rights hereunder relieve the indemnifying party from any liability that it may have to any indemnified party under Section 7.1 or Section 7.2 unless, and then solely only to the extent that, the rights indemnifying party is actually materially prejudiced by such failure. (b) In the event that any Third Party Claim is brought against an indemnified party and it notifies the indemnifying party of the Indemnifying Parties commencement thereof in accordance with this Section 7.3, the indemnifying party will be entitled, at the indemnifying party’s sole cost and expense, to participate therein and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and, after notice from whom indemnity is sought are prejudiced as a result the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such failure. The Indemnifying indemnified party under this Article VII for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. (c) In any such Third Party Claim, an indemnified party shall have the right to retain its own counsel, but the reasonable fees and expenses of such counsel shall be at the sole cost and expense of such indemnified party unless (a) the indemnifying party and if it elects the indemnified party shall have mutually agreed to exercise the retention of such rightcounsel, shall do so within twenty (20b) days after receiving such notice from the Indemnified Party) to defend and to direct indemnifying party has assumed the defense of such proceeding and has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party, or (c) the named parties to any such Third Party Claim (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interests between them based on the advice of counsel to the indemnified party. (d) The indemnifying party shall not be liable for any settlement of any Third Party Claim effected without its written consent, but, if settled with such consent or if there is a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any Loss indemnifiable pursuant to Section 7.1 or Section 7.2 by reason of such claim settlement or demandjudgment. No indemnifying party shall, in its name or in without the name prior written consent of the Indemnified Partyindemnified party, effect any settlement, compromise or discharge of any pending or threatened Third Party Claim in respect of which any indemnified party is or could have been a party and indemnity could be sought hereunder by such indemnified party, unless such settlement, compromise or discharge, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if (i) includes an unconditional written release of such indemnified party and its Affiliates, in form and substance reasonably satisfactory to the Indemnifying Party shall not have notified indemnified party, from all liability on claims that are the Indemnified Party subject matter of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; or proceeding, (ii) such claim does not include any statement as to an admission of fault, culpability or demand seeks an injunction failure to act or other equitable relief against the Indemnified Partyviolation of Law or rights of any Person by or on behalf of any indemnified party or its Affiliates, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party does not impose any continuing material obligation or restrictions on any indemnified party, and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to does not involve any injunctive relief binding on the indemnified party or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementAffiliates.

Procedures for Third Party Claims. In the case of any claim for indemnification arising from a claim of a third-third party other than an Infringement Claim subject to Section 13.3 above (a “Third-"Third Party Claim”"), a party seeking indemnification hereunder (each an “Indemnified Party”) Party shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, notice to the party from which indemnity is sought (each an “Indemnifying Party”) Party of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided. Notwithstanding the provisions of this Section 8.3, however, that failure to give the Indemnifying Party's and its Affiliates' aggregate liability for any such notice will not affect such Indemnified Party’s rights hereunder unless, and then solely Third Party Claim shall in any event be limited to the extent that, the rights amount set forth in Section 8.4 of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failurethis Agreement. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demandThird Party Claim, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if unless (i) the Indemnifying such Third Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand Claim seeks an order, injunction or other equitable relief against the Indemnified Party, or (iiiii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand Third Party Claim or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demandThird Party Claim. The Indemnified Party shall have the right to participate in the defense of any claim or demand Third Party Claim with counsel employed at its own expense; providedPROVIDED, howeverHOWEVER, that, in the case of any claim or demand Third Party Claim described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demandThird Party Claim, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand Third Party Claim which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed withheld or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementdelayed.

Procedures for Third Party Claims. In the case (a) Any Indemnified Party seeking indemnification pursuant to this Article V in respect of any legal proceeding, action, claim for indemnification arising from or demand instituted by a claim of a third-party other than an Infringement Claim subject to Section 13.3 above third Person (a “Third-Third Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) shall give prompt written notice, following such Indemnified Party’s receipt of the Indemnifying Party from whom indemnification with respect to such claim or demand, to the party from which indemnity is sought (each an “Indemnifying Party”i) of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to give such prompt written notice will not affect such Indemnified Party’s rights hereunder unless, and then solely to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty but in no event more than ten (2010) days after receiving such notice from the Indemnified PartyParty acquires knowledge thereof) of such Third Party Claim and (ii) copies of all documents and information in its possession relating to defend and to direct the defense against any such claim or demand, in its name or in the name Third Party Claim within ten (10) days of their being obtained by the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds failure by the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that to so notify or provide copies to the Indemnifying Party shall not be entitled to assume control of such defense if (i) relieve the Indemnifying Party shall not have notified of any liability to the Indemnified Party of its exercise of its right hereunder except to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded extent that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of demonstrates that the defense of such claim or demand or (y) Third Party Claim is prejudiced by the Indemnified Party has one Party’s failure to give such notice or more defenses not available to the Indemnifying Party, provide such copies. (ivb) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations thirty (30) days (or such lesser time as may be necessary to comply with statutory response requirements for litigation claims that are included in any Third Party Claim) from receipt of the notice contemplated in Section 5.3(a) to notify the Indemnified Party whether or not the Indemnifying Party will, at its sole cost and expense, defend the Indemnified Party against the Third Party Claim in question. If the Indemnifying Party timely gives notice that it intends to defend such Third Party Claim, it shall have the right, except as hereafter provided, to defend against, negotiate, settle or otherwise deal with the Third Party Claim and to be represented by counsel of its own choice; provided, that (i) the Indemnified Party will not admit any liability with respect to any such claim the Third Party Claim in question or demand which shall be settled by settle, compromise, pay or discharge the Indemnified Party same without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheldwithheld or delayed, delayed or conditioned. The so long as the Indemnifying Party shall is contesting or defending the same with reasonable diligence and in good faith; (ii) the Indemnifying Party may not settle enter into a settlement of any such claim Third Party Claim without the prior written consent of the Indemnified Party (Party, which consent shall be not be unreasonably withheld, delayed withheld unless such admission or conditioned if such settlement is accompanied by requires no more than a document releasing monetary payment for which the Indemnified Party from all is fully indemnified by the Indemnifying Party or involves other matters not binding upon the Indemnified Party; (iii) the Indemnified Party may participate in any proceeding with counsel of its choice and at its expense; and (iv) notwithstanding the foregoing, any Indemnifying Party will not be entitled to assume the defense of any Third Party Claim if, in the reasonable opinion of such Indemnified Party, such Third Party Claim, or the litigation or resolution of such Third Party Claim, (x) could result in criminal liability of, or equitable remedies against, the Indemnified Party, (y) the Indemnified Party reasonably believes that the interests of the Indemnifying Party and the Indemnified Party with respect to the matter such claim are in controversy conflict with one another, and as a result, the Indemnifying Party could not adequately represent the interests of the Indemnified Party in such claim or (z) such Third Party Claim involves a dispute with a significant supplier or customer of the Indemnified Party. In the event that is bindingthe Indemnifying Party does not agree in writing to accept the defense of, valid and enforceable against assume all applicable Partiesresponsibility for, such Third Party Claim as provided above in this Section 5.3(b). , then the Indemnified Party shall have the right to defend against, negotiate, settle or otherwise deal with the Third Party Claim in such manner as the Indemnified Party deems appropriate, in its sole discretion, and the Indemnified Party shall be entitled to indemnification therefor from the Indemnifying Party to the extent provided under this Article V. Notwithstanding the foregoing, if in the reasonable opinion of the Indemnified Party fails to object to such Third Party Claim, or the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition litigation or resolution of such settlementThird Party Claim, involves an issue or matter that could have a Material Adverse Effect on the Indemnified Party, including the administration of Tax Returns of the Indemnified Party or a dispute with a significant supplier or customer of the Indemnified Party, the Indemnified Party shall have the right to control the defense or settlement of any such claim or demand and its reasonable costs and expenses shall be deemed included as part of the indemnification obligations of the Indemnifying Party. If the Indemnified Party elects to exercise such right, the Indemnifying Party shall have consented the right to participate in, but not control, the settlementdefense or settlement of such claim at its sole cost and expense.

Procedures for Third Party Claims. In the case of any claim for indemnification arising from a claim of a third-party other than an Infringement Claim subject to Section 13.3 above (a “Third-Any Party Claim”), a party seeking indemnification hereunder under this Section 7 (each an “Indemnified Party”the "INDEMNIFIED PARTY") shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, notice to the party from which Party against whom indemnity is sought (each an “Indemnifying Party”the "INDEMNIFYING PARTY") of the assertion of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunderthird party claim; provided, however, that failure to give such notice will not affect such no delay on the part of the Indemnified Party’s rights hereunder unlessParty in notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder, and then solely except to the extent that, the rights of that the Indemnifying Parties from whom indemnity is sought are Party has been prejudiced as a result of such failurethereby. The Indemnifying Party shall have may, and at the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demand, in its name or in the name request of the Indemnified PartyParty shall, as participate in and control the case may be, defense of any third party claim at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that its own expense. If the Indemnifying Party shall be entitled to assume assumes control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that any third party claim, the Indemnifying Party shall not be entitled to assume control liable under this Section 7 for any settlement effected by the Indemnified Party without its consent of such defense if (i) any third party claim. Notwithstanding the foregoing, whether or not the Indemnifying Party shall not have notified assumes the defense of a third party claim, if the Indemnified Party of determines in good faith that a third party claim is likely to materially adversely affect it or its exercise of its right business (it being understood that any third party claim related to defend such Third-Party claim within such twenty (20) day period; (ii) such claim taxes or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party Intellectual Property shall be deemed to have reasonably concluded that (x) there is a conflict of interest between material adverse effect on the Indemnified Party and the Indemnifying Party its business) in the conduct of the defense of such claim or demand or (y) a manner that may not be adequately compensated by money damages, then the Indemnified Party has one or more defenses not available may, by written notice to the Indemnifying Party, (iv) such claim relates assume the exclusive right to or arises in connection with any criminal proceedingdefend, action, indictment, allegation or investigationcompromise, or (v) the appropriate court rules settle such third party claim; provided that in such case the Indemnifying Party failed or will not be liable for any money damages related to a settlement that is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demandeffected without its consent. The Indemnified Party shall have the right to participate in party controlling the defense of any claim third party suit, action or demand with counsel employed at its own expense; provided, however, that, in proceeding shall keep the case of any claim or demand described in clause (i) or (ii) other party advised of the second preceding sentence status of such action, suit or as to which the Indemnifying Party shall not in fact have employed counsel to assume proceeding and the defense of such claim or demand, thereof and shall consider in good faith recommendations made by the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations other party with respect to any such claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementthereto.

Procedures for Third Party Claims. In With respect to a Claim, the case of any claim for indemnification arising from a claim of a third-party other than an Infringement Claim subject to Section 13.3 above indemnified Party (a “Third-Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, to promptly notify the party from which indemnity is sought indemnifying Party (each an “Indemnifying Party”) of any claim or demand of Claim with respect in which such the Indemnified Party has knowledge and as to which it may request is seeking indemnification hereunder; under this Section (provided, however, that failure to give such notice will not affect such no delay or deficiency on the part of the Indemnified Party’s rights hereunder unless, and then solely Party in so notifying the Indemnifying Party shall relieved the Indemnifying Party of any liability or obligation under this Agreement except to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Party has suffered actual prejudice directly caused by the delay or other deficiency), and the Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct assume full control over the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; settlement thereof provided, however, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to retain its own counsel and to participate in the defense of any claim or demand thereof, with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of fees and expenses to be paid by the second preceding sentence or as to which Indemnified Party unless the Indemnifying Party does not assume the defense. The Indemnifying Party shall not in fact have employed counsel be liable for the indemnification of any Claim settled (or resolved by consent to assume the defense entry of such claim or demand, judgment) without the reasonable fees and disbursements of such counsel shall be at the expense written consent of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled by the Indemnified Party without obtain the prior written consent of the Indemnifying Party, (which consent shall not be unreasonably withheld, delayed withheld or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent delayed) of the Indemnified Party before entering into any settlement of (which or resolving by consent shall not be unreasonably withheldto the entry of judgment upon) such Claim unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person by an Indemnified Party, delayed or conditioned if such settlement is accompanied by a document releasing no requirement that the Indemnified Party from all liability with respect to admit negligence, fault or culpability, and no adverse effect on any of the matter claims that may be made by or against the Indemnified Party, and (ii) the sole relief provided is monetary damages that are paid in controversy that is binding, valid full by the Indemnifying Party and enforceable against all applicable Parties). Notwithstanding the foregoing, if such settlement does not require the Indemnified Party fails to object to the settlement within five take (5or refrain from taking) Business Days of receipt of a written notice from any action. The Indemnified Party, and its employees and agents, shall cooperate fully with the Indemnifying Party containing and its legal representatives in the terms and condition investigation of such settlementany Claim. Regardless of who control the defense, each Party hereto shall reasonably cooperate in the Indemnified Party shall defense as may be deemed to have consented to the settlementrequested.

Procedures for Third Party Claims. (i) In the case of event that any written claim or demand for indemnification arising which the Transaction Shareholders may have liability to any Parent Indemnified Party hereunder is asserted against or sought to be collected from any Parent Indemnified Party by a claim of a third-third party other than an Infringement Claim subject to Section 13.3 above (a “Third-Party Claim”), the Parent Indemnified Party shall deliver a party seeking indemnification hereunder Parent Claim Certificate to the Shareholder Representative, with a copy to the Escrow Agent, specifying (each an “Indemnified Party”A) the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall give prompt written notice, following such Indemnified Party’s receipt not be conclusive of the final amount of such claim or demandThird-Party Claim), (B) to the party from which indemnity is extent known, any other remedy sought thereunder and any relevant time constraints relating thereto and (each an “Indemnifying Party”C) of to the extent practicable, any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunderother material details pertaining thereto; provided, however, that the failure to give such notice will not timely deliver a Parent Claim Certificate shall affect such the rights of a Parent Indemnified Party’s rights Party hereunder unless, and then solely only to the extent that, that such failure has a material prejudicial effect on the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction defenses or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not rights available to the Indemnifying Party, (iv) such claim relates Transaction Shareholders with respect to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything The Shareholder Representative shall have the shorter of thirty (30) days or the number of days set forth in this Agreement the Parent Claim Certificate as may be required by court proceeding in the event of a litigated matter (the “Notice Period”) after receipt of the Parent Claim Certificate to notify the contraryParent Indemnified Party that the Shareholder Representative desires to assume the defense of the Parent Indemnified Party against such Third-Party Claim. (ii) In the event that the Shareholder Representative notifies the Parent Indemnified Party within the Notice Period that he desires to defend the Parent Indemnified Party against a Third-Party Claim, the Shareholder Representative, on behalf of the Transaction Shareholders, shall have the right to defend the Parent Indemnified Party shall, by appropriate proceedings and shall have the sole power to direct and control such defense at the expense of the Indemnifying PartyTransaction Shareholders; provided, cooperate with however, that prior to the Indemnifying PartyShareholder Representative assuming control of such defense, the Shareholder Representative shall first confirm to the Parent Indemnified Party in writing that the Transaction Shareholders shall be responsible and keep liable for such Third-Party Claim giving rise to such claim for indemnification hereunder. Once the Indemnifying Party fully informed, in Shareholder Representative has duly assumed the defense of such claim or demand. The a Third-Party Claim, the Parent Indemnified Party shall have the right right, but not the obligation, to participate in the any such defense and to employ separate counsel of its choosing. The Parent Indemnified Party shall participate in any claim or demand with counsel employed such defense at its own expense; provided, however, that, in expense unless one or more Transaction Shareholders and the case of any claim or demand described in clause (i) or (ii) of Parent Indemnified Party are both named parties to the second preceding sentence or as to which proceedings and the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Parent Indemnified Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled reasonably concluded, based on the written advice of counsel, that representation of both parties by the Indemnified Party same counsel would be inappropriate due to actual or potential differing material interests between them. The Shareholder Representative shall not, without the prior written consent of the Indemnifying Parent Indemnified Party, settle, compromise or offer to settle or compromise any Third-Party Claim, which consent shall not be unreasonably withheld, delayed conditioned or conditioned. The Indemnifying delayed; provided, however, that the Parent Indemnified Party shall not settle may withhold its consent in its sole discretion if the judgment or settlement includes the imposition of any such claim without criminal or regulatory or equitable remedy upon the prior written consent Parent Indemnified Party or would lead to any liability on the part of the Parent Indemnified Party (for which consent shall it is not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties)indemnified hereunder. Notwithstanding the foregoing, if the Shareholder Representative shall not be entitled to assume the defense of any claim (but the Transaction Shareholders shall be liable for the fees and expenses of counsel incurred by the Parent Indemnified Party fails in defending such claim) if (x) the claim seeks an injunction or other equitable relief or relief other than monetary damages for which the Parent Indemnified Party would be entitled to object indemnification under this Agreement that the Parent Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for monetary damages for which it would be entitled to indemnification under this Agreement, (y) the claim is a criminal, civil, regulatory or administrative action brought by a Governmental Authority or (z) settlement of, or an adverse judgment with respect to, the claim is, in the good faith judgment of the Parent Indemnified Party, likely to establish a precedential custom or practice materially adverse to the settlement within five (5) Business Days continuing business interests or the reputation of receipt the Parent Indemnified Party. If such equitable relief or other relief portion of a written notice the claim can be so separated from that for monetary damages for which the Indemnifying Parent Indemnified Party containing the terms and condition of such settlementwould be entitled to indemnification under this Agreement, the Shareholder Representative shall be entitled to assume the defense of the portion relating to monetary damages for which the Parent Indemnified Party would be entitled to indemnification under this Agreement. (iii) If the Shareholder Representative elects not to defend the Parent Indemnified Party against a Third-Party Claim, whether by not giving the Parent Indemnified Party timely notice of its willingness to so defend or otherwise, the Parent Indemnified Party shall have the right, but not the obligation, to assume its own defense, it being understood that the Parent Indemnified Party’s right to indemnification for a Third-Party Claim shall not be deemed adversely affected by assuming the defense of such Third-Party Claim. (iv) The Parent Indemnified Party and the Shareholder Representative shall cooperate in order to have ensure the proper and adequate defense of a Third-Party Claim, including by providing reasonable access to relevant business records and other documents and employees. (v) The Parent Indemnified Party and the Shareholder Representative shall use commercially reasonable efforts to avoid production of confidential information (consistent with applicable Law), and to cause all communications among employees, counsel and others representing any party to a Third-Party Claim to be made so as to preserve any applicable attorney-client or work-product privileges. (vi) In the event that the Shareholder Representative has consented to any settlement pursuant to this Section 10.04(c), the Transaction Shareholders shall have no power or authority to object under any provision of this Article X to the amount of any claim by the Parent Indemnified Party against the Transaction Shares in the Indemnity Escrow Account with respect to such settlement.

Procedures for Third Party Claims. (a) In order for a Person (the case “Indemnified Party”) to be entitled to any indemnification provided for under Section 10.2 or 10.3 in respect of, arising out of any claim for indemnification arising from or involving a claim of a third-party made by any Person (other than an Infringement Claim subject to Section 13.3 above another Party or its Affiliate) against the Indemnified Party (a “Third-Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, to the party from which indemnity is sought (each an “Indemnifying Party”) of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereundermust notify the indemnifying party in writing of the Third-Party Claim promptly (but in any event not later than the second Business Day in the case of any litigation, arbitration or other adversary proceedings) following receipt by such Indemnified Party of written notice of the Third-Party Claim; provided, however, that failure to give such notice will notification shall not affect such Indemnified Party’s rights the indemnification provided hereunder unless, and then solely except to the extent that, the rights indemnifying party shall have been actually materially prejudiced (including with respect to the defense of the Indemnifying Parties from whom indemnity is sought are prejudiced such Third Party-Claim) as a result of such failure. The Indemnifying Thereafter, the Indemnified Party shall have deliver to the right (and if it elects to exercise such rightindemnifying party, shall do so within twenty (20) days after receiving such notice from as promptly as practicable following the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to defend and the Third-Party Claim that are not separately addressed to direct the defense indemnifying party. (b) If a Third-Party Claim is made against any such claim or demand, in its name or in the name of the an Indemnified Party, as the case may beindemnifying party shall be entitled to participate in the defense thereof and, at if it so chooses, to assume the expense of the Indemnifying Party, and defense thereof with counsel selected by the Indemnifying Partyindemnifying party; provided, however, that such counsel is not reasonably objected to by the Indemnifying Party shall be entitled Indemnified Party. Should the indemnifying party so elect to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such a Third-Party Claim; and provided further that , the Indemnifying Party indemnifying party shall not be entitled liable to assume control of such defense if (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) for any reasonable legal expenses subsequently incurred by the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that defense thereof. If the Indemnifying Party failed or is failing to vigorously prosecute or defend indemnifying party assumes such Third-Party Claim. Notwithstanding anything in this Agreement to the contrarydefense, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense; provided, however, thatthat the indemnifying party shall bear the reasonable fees and expenses of such separate counsel (i) if the Parties to any such action or proceeding (including impleaded parties) include other Parties and representation of both Parties would, in the case reasonable opinion of any claim or demand described in clause (i) counsel for the Indemnified Party, be inappropriate due to a conflict of interest, or (ii) of if the second preceding sentence or as to which the Indemnifying Party indemnifying party shall not in fact have employed counsel (other than counsel that is reasonably objected to assume by the defense Indemnified Party) within a reasonable time after the Indemnified Party has given notice of such claim or demand, the institution of a Third-Party Claim in compliance with Section 10.4(a). The indemnifying party shall be liable for the reasonable fees and disbursements expenses of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled employed by the Indemnified Party for any period during which the indemnifying party has not assumed the defense thereof, provided, however, that such counsel is not reasonably objected to by the indemnifying party. If the indemnifying party chooses to defend or prosecute a Third-Party Claim, all the Indemnified Parties shall cooperate in the defense or prosecution thereof at the indemnifying party’s expense. Such cooperation shall include the retention and (upon the indemnifying party’s request) the provision to the indemnifying party of records and information that are reasonably relevant to such Third-Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. If the indemnifying party assumes the defense of a Third-Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third-Party Claim without the indemnifying party’s prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed withheld or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Partiesdelayed). Notwithstanding If the foregoing, if indemnifying party assumes the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt defense of a written notice from the Indemnifying Third-Party containing the terms and condition of such settlementClaim, the Indemnified Party shall be deemed agree to have consented any settlement, compromise or discharge of a Third-Party Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the settlementfull amount of the liability in connection with such Third-Party Claim, which releases the Indemnified Party completely in connection with such Third-Party Claim and that would not otherwise materially adversely affect the Indemnified Party.

Procedures for Third Party Claims. In the case (a) If any Indemnitee receives notice of assertion or commencement of any claim for indemnification arising from a claim of a third-party other than an Infringement Claim subject to Section 13.3 above (a “Third-Party Claim”)Claim against such Indemnitee in respect of which an Indemnitor may be obligated to provide indemnification under this Agreement, a party seeking indemnification hereunder (each an “Indemnified Party”) the Indemnitee shall give such Indemnitor reasonably prompt written notice, following such Indemnified Party’s receipt of such claim or demand, to the party from which indemnity is sought (each an “Indemnifying Party”) of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereundernotice thereof; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights no delay on the part of the Indemnitee in notifying any Indemnitor shall relieve the Indemnitor from any obligation hereunder unless, unless (and then solely to the extent that, extent) the rights of the Indemnifying Parties from whom indemnity Indemnitor is sought are actually prejudiced as a result of by such failure. The Indemnifying Party shall delay. (b) Any Indemnitor will have the right to defend the Indemnitee against the Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnitee as long as (and if it elects to exercise such right, shall do so i) the Indemnitor notifies the Indemnitee in writing within twenty ten (2010) days after receiving such the Indemnitee has given notice of the Third-Party Claim that the Indemnitor will indemnify the Indemnitee from the Indemnified Party) to defend and to direct the defense against any such claim Losses; (ii) the Indemnitor provides the Indemnitee with evidence reasonably acceptable to the Indemnitee that the Indemnitor will have the financial resources to defend against the Third-Party Claim and fulfill its indemnification obligations hereunder; (iii) the Third-Party Claim involves only monetary damages and does not seek an injunction or demandother equitable relief; (iv) settlement of, or an adverse judgment in respect of, the Third-Party Claim is not, in its name or in the name good faith judgment of the Indemnified PartyIndemnitee, as likely to establish a precedential custom or practice adverse to the case may be, at the expense continuing business interests of the Indemnifying Party, Indemnitee; and with counsel selected by (v) the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of Indemnitor conducts the defense of such action only if the Indemnifying Third-Party acknowledges Claim actively and diligently. (c) As long as the Indemnitor is conducting the defense of the Third-Party Claim in writing accordance with Section 9.3(b), (i) the Indemnitee may retain separate co-counsel at its indemnity obligations sole cost and assumes expense and holds participate in the Indemnified Party harmless from and against all Losses resulting from such defense of the Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if (iii) the Indemnifying Party shall Indemnitee will not have notified consent to the Indemnified Party entry of its exercise any judgment or enter into any compromise or settlement in respect of its right to defend such the Third-Party claim within such twenty Claim without the prior written consent of the Indemnitor (20) day periodwhich consent will not be unreasonably conditioned, delayed, or withheld); (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, and (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict Indemnitor will not consent to the entry of interest between the Indemnified Party and the Indemnifying Party any judgment or enter into any compromise or settlement in the conduct respect of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to Claim without the contrary, the Indemnified Party shall, at the expense prior written consent of the Indemnifying PartyIndemnitee (which consent will not be unreasonably conditioned, cooperate with the Indemnifying Partydelayed, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed at its own expensewithheld); provided, however, that, in respect of clause (iii) above, the case Indemnitee may condition such consent upon the delivery by the claimant or plaintiff to the Indemnitee of a duly executed unconditional release of the Indemnitee from all liability in respect of such Third-Party Claim. (d) In the event any claim condition set forth in Section 9.3(b) is or demand described in clause becomes unsatisfied, however, (i) the Indemnitee may defend against, and consent to the entry of any judgment or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not enter into any settlement in fact have employed counsel to assume the defense of such claim or demandrespect of, the reasonable fees Third-Party Claim in any manner it reasonably may deem appropriate; provided that the Indemnitee will consult with and disbursements of such counsel shall be at obtain the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, Indemnitor in connection therewith which consent shall not be unreasonably conditioned, delayed, or withheld; (ii) the Indemnitor will reimburse the Indemnitee promptly and periodically for the costs of defending against the Third-Party Claim (including reasonable attorneys’ fees and expenses); and (iii) the Indemnitor will remain responsible for any Losses the Indemnitee may suffer resulting from, delayed arising out of, relating to, in the nature of, or conditioned. The Indemnifying caused by, the Third-Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect Claim to the matter fullest extent provided in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementthis Section 9.3.

Procedures for Third Party Claims. In the case of any claim for indemnification arising from (a) If a claim or demand is made against a RemainCo Indemnitee or an ElectronicsCo Indemnitee (each, an “Indemnitee”) by any Person who is not a member of a third-party other than an Infringement Claim subject to Section 13.3 above the ElectronicsCo Group or RemainCo Group (a “Third-Third Party Claim”)) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement, a party seeking such Indemnitee shall notify the Party which is or may be required pursuant to this Article VIII to make such indemnification hereunder (each an “Indemnified Party”) shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, to the party from which indemnity is sought (each an “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party Claim as promptly as practicable (and in any claim event within ten (10) days) after receipt by such Indemnitee of written notice of the Third Party Claim. If ElectronicsCo shall receive notice or demand otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be a Legacy Liability, ElectronicsCo shall give RemainCo (in accordance with Article VII) written notice thereof within ten (10) days after such Indemnified Person becomes aware of such Third Party has knowledge and as to which it may request indemnification hereunderClaim; provided, however, that the failure to give provide notice of any such notice will Third Party Claim pursuant to this or the preceding sentence shall not affect such Indemnified Party’s rights hereunder unless, release the Indemnifying Party from any of its obligations under this Article VIII except and then solely to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are Party shall have been actually materially prejudiced as a result of such failure. The Thereafter, the Indemnitee shall deliver to the Indemnifying Party shall have the right (and, as applicable, to RemainCo for a Third Party Claim which may reasonably be determined to be a Legacy Liability), as promptly as practicable (and if it elects in any event within five (5) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to exercise such rightthe Third Party Claim. (b) Other than in the case of (i) Taxes addressed in the Tax Matters Agreement, which shall do so within twenty be addressed as set forth therein, (20ii) days after receiving such notice from the Indemnified Partyindemnification by a beneficiary Party of a guarantor Party pursuant to Section 2.10(c) to defend and to direct (the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected which shall be controlled by the Indemnifying beneficiary Party; provided), that (iii) a Legacy Liability (the defense of which shall be controlled by RemainCo as provided for in Article VII) or (iv) any Liabilities relating to, arising out of or resulting from any Specified Transaction Expenses or the matters related thereto (the defense of which shall be controlled by RemainCo), (A) an Indemnifying Party shall be entitled (but shall not be required) to assume and control the defense of any Third Party Claim, and (B) if it does not assume the defense of such action only Third Party Claim, to participate in the defense of such Third Party Claim, in each case, at such Indemnifying Party’s own cost and expense and by such Indemnifying Party’s own counsel that is reasonably acceptable to the applicable Indemnitees (after consultation in good faith with the applicable Indemnitees), if it gives prior written notice of its intention to do so to the applicable Indemnitees within thirty (30) days of the Indemnifying Party’s receipt of notice of the relevant Third Party acknowledges in writing its indemnity obligations and assumes and holds Claim from the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claimapplicable Indemnitees pursuant to Section 8.4(a); and provided further provided, however, that the Indemnifying Party shall not be entitled to assume control the defense of any Third Party Claim pursuant to this Section 8.4(b) to the extent such Third Party Claim (x) is an allegation of a criminal violation, (y) seeks injunctive, equitable or other relief other than monetary damages against the Indemnitee (provided that such Indemnitee shall reasonably cooperate with the Indemnifying Party, at the request of the Indemnifying Party, in seeking to separate any such claims from any related claim for monetary damages if this clause (y) is the sole reason that such Third Party Claim is a Non-Assumable Third Party Claim) or (z) is made by a Governmental Entity (clauses (x), (y) and (z), the “Non-Assumable Third Party Claims”). After notice from an Indemnifying Party to an Indemnitee of the Indemnifying Party’s election to assume the defense of a Third Party Claim, such Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, at its own expense and, in any event, shall cooperate with the Indemnifying Party in such defense if and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent Information, materials and other information in such Indemnitee’s possession or under such Indemnitee’s control relating thereto as are reasonably required by the Indemnifying Party; provided, however, that in the event a conflict of interest exists, or is reasonably likely to exist, that would make it inappropriate in the reasonable judgment of the applicable Indemnitee(s) for the same counsel to represent both the Indemnifying Party and the applicable Indemnitee(s), such Indemnitee(s) shall be entitled to retain, at the Indemnifying Party’s expense, separate counsel as required by the applicable rules of professional conduct with respect to such matter. In the event that the Indemnifying Party exercises the right to assume and control the defense of a Third Party Claim as provided above, (iI) the Indemnifying Party shall keep the Indemnitee(s) apprised of all material developments in such defense, (II) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of withdraw from the defense of such claim or demand or Third Party Claim without providing advance notice to the Indemnitee(s) reasonably sufficient to allow the Indemnitee(s) to prepare to assume the defense of such Third Party Claim, and (yIII) the Indemnified Indemnifying Party has one shall conduct the defense of the Third Party Claim actively and diligently, including the posting of any bonds or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises other security required in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend defense of such Third-Third Party Claim. Notwithstanding anything in this Agreement Section 8.4 to the contrary, for the Indemnified Party shallavoidance of doubt, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand Third Party Claims in respect of Legacy Liabilities shall be controlled by RemainCo in accordance with counsel employed at its own expense; provided, however, that, Article VII. (c) Other than in the case of any claim a Legacy Liability or demand described a Non-Assumable Third Party Claim, if an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim or fails to notify an Indemnitee of its election as provided in clause (i) Section 8.4(b), or (ii) of the second preceding sentence or as to which if the Indemnifying Party shall not in fact have employed counsel fails to assume actively and diligently defend the Third Party Claim (including by withdrawing or threatening to withdraw from the defense of such claim or demandthereof), the reasonable fees and disbursements of applicable Indemnitee(s) may defend such counsel shall be Third Party Claim at the cost and expense of the Indemnifying Party. The If the Indemnitee is conducting the defense of any Third Party Claim, the Indemnifying Party shall have no indemnification obligations cooperate with the Indemnitee in such defense and make available to the Indemnitee, at the Indemnifying Party’s expense, all witnesses, pertinent Information, material and information in such Indemnifying Party’s possession or under such Indemnifying Party’s control relating thereto as are reasonably required by the Indemnitee pursuant to a joint defense agreement to be entered into by Indemnitee and the Indemnifying Party; provided, however, that such access shall not require the Indemnifying Party to disclose any information the disclosure of which would, in the reasonable judgment of the Indemnifying Party, result in the loss of any existing attorney-client privilege with respect to such information or violate any such claim or demand applicable Law. (d) Other than any Third Party Claim that is in respect of a Legacy Liability, which shall be settled governed by the Indemnified Article VII, no Indemnitee may admit any liability with respect to, consent to entry of any judgment of, or settle, compromise or discharge any Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed. The If an Indemnifying Party has failed to assume the defense of a Third Party Claim, it shall not be a defense to any obligation to pay any amount in respect of such Third Party Claim that the Indemnifying Party was not consulted in the defense thereof, that such Indemnifying Party’s views or opinions as to the conduct of such defense were not accepted or adopted, that such Indemnifying Party does not approve of the quality or manner of the defense thereof or that such Third Party Claim was incurred by reason of a settlement rather than by a judgment or other determination of liability. (e) In the case of a Third Party Claim (except for any Third Party Claim that is in respect of a Legacy Liability, which with respect to the subject matter of this Section 8.4(e), shall be governed by Article VII), the Indemnifying Party shall not settle admit any such claim liability with respect to, consent to entry of any judgment of, or settle, compromise or discharge, the Third Party Claim without the prior written consent of the Indemnified Party Indemnitee (which consent shall not be unreasonably withheld, delayed conditioned or conditioned if delayed) unless such settlement is accompanied or judgment (i) completely and unconditionally releases the Indemnitee in connection with such matter, (ii) provides relief consisting solely of money damages borne by a document releasing the Indemnified Indemnifying Party from and (iii) does not involve any admission by the Indemnitee of any wrongdoing or violation of Law. (f) Notwithstanding anything herein or in any Ancillary Agreement or any Conveyancing and Assumption Instrument to the contrary, other than (x) actions for specific performance or injunctive or other equitable relief pursuant to Section 12.19, and (y) the indemnification provisions in Section 2.2(d), Section 2.5(c), Section 2.10, Section 5.5, Section 6.2 and Section 6.4, (i) the indemnification provisions of this Article VIII shall be the sole and exclusive remedy of the Parties, the parties to the Conveyancing and Assumption Instruments and any Indemnitee for any breach of this Agreement or any Conveyancing and Assumption Instrument and for any failure to perform and comply with any covenant or agreement in this Agreement or in any Conveyancing and Assumption Instrument; (ii) each Party and each Indemnitee expressly waives and relinquishes any and all liability rights, claims or remedies it may have with respect to the matter foregoing other than under this Article VIII against any Indemnifying Party; (iii) none of the Parties, the members of their respective Groups or any other Person may bring a claim under any Conveyancing and Assumption Instrument; (iv) any and all claims arising out of, resulting from, or in controversy connection with the Internal Reorganization or the other transactions contemplated in this Agreement must be brought under and in accordance with the terms of this Agreement; and (v) no breach of this Agreement or any Conveyancing and Assumption Instrument shall give rise to any right on the part of any Party or party thereto, after the consummation of the Distribution, to rescind this Agreement, any Conveyancing and Assumption Instrument or any of the transactions contemplated hereby or thereby, except as expressly provided in Section 2.6(a) and Section 2.6(b); provided, however, that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object with respect to the settlement within five transactions contemplated by this Agreement (5including the Internal Reorganization and Distribution), the Parties may also bring claims arising under the Tax Matters Agreement under and in accordance with the Tax Matters Agreement and claims arising under the Employee Matters Agreement under and in accordance with the Employee Matters Agreement. Each Party shall cause the members of its Group to comply with this Section 8.4(f). (g) Business Days The provisions of receipt this Article VIII shall apply to Third Party Claims that are already pending or asserted as well as Third Party Claims brought or asserted after the date of this Agreement. There shall be no requirement under this Section 8.4 to give a written notice from with respect to the Indemnifying existence of any Third Party containing Claim that exists as of the terms Effective Time. Each Party on behalf of itself and condition each other member of its Group acknowledges that Liabilities for Actions (regardless of the parties to the Actions) may be partly RemainCo Liabilities and partly ElectronicsCo Liabilities. If the Parties cannot agree on the allocation of any such Liabilities for Actions, they shall resolve the matter of such settlementallocation pursuant to the procedures set forth in Article X. No Party shall, nor shall any Party permit the Indemnified other members of its Group (or their respective then-Affiliates) to, file Third Party Claims or cross-claims against the other Party or any members of the other Group in an Action in which a Third Party Claim is being resolved. (h) This Section 8.4, Section 8.5 and Section 8.6 shall not apply to Tax Contests, which shall be deemed to have consented to governed exclusively by the settlementTax Matters Agreement, or Legacy Liabilities, which shall be governed exclusively by Article VII.

Procedures for Third Party Claims. In the case of any claim for indemnification arising from a claim of a third-third party other than an Infringement Claim subject to Section 13.3 above (a “Third-Third Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) Party shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, notice to the party from which indemnity is sought (each an “Indemnifying Party”) Party of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights hereunder unless, and then solely to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demandThird Party Claim, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if unless (i) the Indemnifying such Third Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand Claim seeks an order, injunction or other equitable relief against the Indemnified Party, Party or (iiiii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand Third Party Claim or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the . The Indemnifying Party failed or is failing to vigorously prosecute or defend shall not settle any such Third-Third Party ClaimClaim without the prior written consent of the Indemnified Party. Notwithstanding anything in this Agreement to the contrary, (i) the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, Party and keep (ii) the Indemnifying Party shall keep the Indemnified Party fully informed, in informed of the defense of such claim or demandthe Third Party Claim. The Indemnified Party shall have the right to participate in the defense of any claim or demand Third Party Claim with counsel employed at its own expense; provided, however, that, in the case of any claim Third Party Claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demandThird Party Claim, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations or liability whatsoever with respect to any such claim Third Party Claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed withheld or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementdelayed.

Procedures for Third Party Claims. In the case of any claim for indemnification arising from (a) If a claim or demand is made against an IP RemainCo Indemnitee or a Product SpinCo Indemnitee (each, an “Indemnitee”) by any Person who is not a member of a third-party other than an Infringement Claim subject to Section 13.3 above the Product SpinCo Group or IP RemainCo Group (a “Third-Third Party Claim”)) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement, a party seeking such Indemnitee shall notify the Party (and, if applicable, the Contingent Claim Committee) which is or may be required pursuant to this Article VII to make such indemnification hereunder (each an “Indemnified Party”) shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, to the party from which indemnity is sought (each an “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party Claim as promptly as practicable (and in any claim event within fifteen (15) days) after receipt by such Indemnitee of written notice of the Third Party Claim. If either Party shall receive notice or demand otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be a Specified Shared Liability, such Indemnified Party, as appropriate, shall give the Contingent Claim Committee (as determined pursuant to Article VI) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party has knowledge and as to which it may request indemnification hereunderClaim; provided, however, that the failure to give provide notice of any such notice will Third Party Claim pursuant to this or the preceding sentence shall not affect such Indemnified Party’s rights hereunder unless, release the Indemnifying Party from any of its obligations under this Article VII except and then solely to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are Party shall have been actually materially prejudiced as a result of such failure. The Thereafter, the Indemnitee shall deliver to the Indemnifying Party shall have (and, as applicable, to the right Managing Party and the Contingent Claim Committee), as promptly as practicable (and if it elects in any event within five (5) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to exercise such rightthe Third Party Claim. (b) Other than in the case of (i) Taxes addressed in the Tax Matters Agreement, which shall do so within twenty be addressed as set forth therein, (20ii) days after receiving such notice from the Indemnified Partyindemnification by a beneficiary Party of a guarantor Party pursuant to Section 2.3(b)(iii) to defend and to direct (the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected which shall be controlled by the Indemnifying beneficiary Party; provided), that or (iii) a Specified Shared Liability (the defense of which shall be controlled by the Managing Party as provided for in Article VI), an Indemnifying Party shall be entitled (but shall not be required) (A) to assume and control the defense of any Third Party Claim, and (B) if it does not assume the defense of such action only Third Party Claim, to participate in the defense of such Third Party Claim, in each case, at such Indemnifying Party’s own cost and expense and by such Indemnifying Party’s own counsel that is reasonably acceptable to the applicable Indemnitees (after consultation in good faith with the applicable Indemnitees), if it gives notice of its intention to do so to the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds applicable Indemnitees within thirty (30) days of the Indemnified Party harmless from and against all Losses resulting receipt of such notice from such Third-Party ClaimIndemnitees; and provided further provided, however, that the Indemnifying Party shall not be entitled to assume control the defense of any Third Party Claim to the extent such Third Party Claim (x) is an allegation of a criminal violation, (y) seeks injunctive, equitable or other relief other than monetary damages against the Indemnitee (provided that such Indemnitee shall reasonably cooperate with the Indemnifying Party, at the request of the Indemnifying Party, in seeking to separate any such claims from any related claim for monetary damages if this clause (y) is the sole reason that such Third Party Claim is a Non-Assumable Third Party Claim) or (z) is made by a Governmental Entity (clauses (x), (y) and (z), the “Non-Assumable Third Party Claims”). After notice from an Indemnifying Party to an Indemnitee of the Indemnifying Party’s election to assume the defense of a Third Party Claim, such Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, at its own expense and, in any event, shall cooperate with the Indemnifying Party in such defense if and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent Information, materials and other information in such Indemnitee’s possession or under such Indemnitee’s control relating thereto as are reasonably required by the Indemnifying Party; provided, however, that in the event a conflict of interest exists, or is reasonably likely to exist, that would make it inappropriate in the reasonable judgment of the applicable Indemnitee(s) for the same counsel to represent both the Indemnifying Party and the applicable Indemnitee(s), such Indemnitee(s) shall be entitled to retain, at the Indemnifying Party’s expense, separate counsel as required by the applicable rules of professional conduct with respect to such matter. In the event that the Indemnifying Party exercises the right to assume and control the defense of a Third Party Claim as provided above, (i1) the Indemnifying Party shall keep the Indemnitee(s) apprised of all material developments in such defense, (2) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of withdraw from the defense of such claim or demand or (y) the Indemnified Third Party has one or more defenses not available Claim without providing advance notice to the Indemnifying Party, (ivIndemnitee(s) such claim relates reasonably sufficient to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (vallow the Indemnitee(s) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel prepare to assume the defense of such claim Third Party Claim, and (3) the Indemnifying Party shall conduct the defense of the Third Party Claim actively and diligently, including the posting of bonds or demandother security required in connection with the defense of such Third Party Claim. (c) Other than in the case of a Specified Shared Liability or a Non-Assumable Third Party Claim, if an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim or fails to notify an Indemnitee of its election as provided in Section 7.4(b), or if the Indemnifying Party fails to actively and diligently defend the Third Party Claim (including by withdrawing or threatening to withdraw from the defense thereof), the reasonable fees and disbursements of applicable Indemnitee(s) may defend such counsel shall be Third Party Claim at the cost and expense of the Indemnifying Party. The If the Indemnitee is conducting the defense of any Third Party Claim, the Indemnifying Party shall have no indemnification obligations cooperate with the Indemnitee in such defense and make available to the Indemnitee, at the Indemnifying Party’s expense, all witnesses, pertinent Information, material and other information in such Indemnifying Party’s possession or under such Indemnifying Party’s control relating thereto as are reasonably required by the Indemnitee. (d) Other than any Third Party Claim that is in respect to any such claim or demand of a Specified Shared Liability, which shall be settled governed by the Indemnified Article VI, no Indemnitee may admit any liability with respect to, consent to entry of any judgment of, or settle, compromise or discharge any Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed conditioned or conditioned. The delayed. (e) In the case of a Third Party Claim (except for any Third Party Claim that is in respect of a Specified Shared Liability which, with respect to the subject matter of this Section 7.4(e), shall be governed by Article VI), the Indemnifying Party shall not settle admit any such claim liability with respect to, consent to entry of any judgment of, or settle, compromise or discharge the Third Party Claim without the prior written consent of the Indemnified Party Indemnitee (which consent shall not be unreasonably withheld, delayed conditioned or conditioned if delayed) unless such settlement is accompanied or judgment (A) completely and unconditionally releases the Indemnitee in connection with such matter, (B) provides relief consisting solely of money damages borne by a document releasing the Indemnified Indemnifying Party from and (C) does not involve any admission by the Indemnitee of any wrongdoing or violation of Law. (f) Notwithstanding anything herein or in any Ancillary Agreement or any Conveyancing and Assumption Instrument to the contrary, other than as provided in Section 11.18 with respect to this Agreement, (i) the indemnification provisions of this Article VII shall be the sole and exclusive remedy of the Parties, the parties to the Conveyancing and Assumption Instruments and any Indemnitee for any breach of this Agreement or any Conveyancing and Assumption Instrument and for any failure to perform and comply with any covenant or agreement in this Agreement or in any Conveyancing and Assumption Instrument; (ii) each party hereto and each Indemnitee expressly waives and relinquishes any and all liability rights, claims or remedies it may have with respect to the matter foregoing other than under this Article VII against any Indemnifying Party; (iii) neither Party, the members of their respective Groups or any other Person may bring a claim under any Conveyancing and Assumption Instrument; (iv) any and all claims arising out of, resulting from, or in controversy connection with the Internal Reorganization, the Business Realignment or the other transactions contemplated in this Agreement must be brought under and in accordance with the terms of this Agreement; and (v) no breach of this Agreement or any Conveyancing and Assumption Instrument shall give rise to any right on the part of either party hereto or thereto, after the consummation of the Distribution, to rescind this Agreement, any Conveyancing and Assumption Instrument or any of the transactions contemplated hereby or thereby, except as expressly provided in Section 2.6(a) and Section 2.6(b); provided, however, that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object with respect to the settlement within five transactions contemplated by this Agreement (5) Business Days of receipt of a written notice from including the Indemnifying Party containing the terms and condition of such settlementInternal Reorganization, the Indemnified Business Realignment and the Distribution), the Parties may also bring claims arising under the Tax Matters Agreement under and in accordance with the Tax Matters Agreement and claims arising under the Employee Matters Agreement under and in accordance with the Employee Matters Agreement. Each Party shall cause the members of its Group to comply with this Section 7.4(f). (g) The provisions of this Article VII shall apply to Third Party Claims that are already pending or asserted as well as Third Party Claims brought or asserted after the date of this Agreement. There shall be deemed no requirement under this Section 7.4 to have consented give a notice with respect to any Third Party Claim that exists as of the Effective Time. Each Party on behalf of itself and each other member of its Group acknowledges that Liabilities for Actions (regardless of the parties to the settlement.Actions) may be partly IP

Procedures for Third Party Claims. In the case of any claim for indemnification arising from a claim of a third-party other than an Infringement Claim subject to Section 13.3 above (a “Third-Party Claim”), a a) The party seeking indemnification hereunder under Section 12.2 (each an the “Indemnified Party”) shall agrees to give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, notice (in accordance with Section 13.11) to the party from which against whom indemnity is sought (each an the “Indemnifying Party”) of the assertion of any third party claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought under Section 12.2 (the “Third Party Claims”). Such notice referred to in the preceding sentence shall state the relevant facts and include therewith relevant documents and a statement in reasonable detail as to the basis for the indemnification sought. The failure by any Indemnified Party so to notify the Indemnifying Party shall not relieve any Indemnifying Party from any Liability which it may have to such Indemnified Party with respect to any claim made pursuant to this Section 12.3, except to the extent such failure shall actually prejudice an Indemnifying Party. In the event of the assertion of any claim or demand the commencement of any suit, action or proceeding in respect of which such indemnity would be sought by the Indemnified Party has knowledge and as to which it may request indemnification hereunder; providedbut for the fact that the notice of such claim, howeversuit, that failure to give such notice will not affect such Indemnified Party’s rights hereunder unless, and then solely action or proceeding was sent to the extent thatIndemnifying Party, the rights Indemnifying Party shall give prompt notice to the Indemnified Party of such claim, suit, action or proceeding. (b) Upon receipt of notice from the Indemnified Party pursuant to Section 12.3(a), the Indemnifying Parties from whom indemnity is sought are prejudiced as a result Party will have the right to, subject to the provisions of Section 12.3, assume the defense and control of such failureThird Party Claims. The In the event the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall have the right (and if it elects but not the obligation to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct participate in the defense against any of such claim or demand, in Third Party Claim with its name or in the name of the Indemnified Party, as the case may be, own counsel and at the its own expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, (provided that the Indemnifying Party shall be entitled to assume control pay the reasonable attorneys’ fees of the Indemnified Party if (i) the employment of separate counsel shall have been authorized in writing by such Indemnifying Party in connection with the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Third Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if , (iii) the Indemnifying Party shall not have notified employed counsel reasonably satisfactory to the Indemnified Party of its exercise of its right to defend such Third-Third Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified PartyClaim, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict concluded, upon advice of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of Party’s counsel, that there may be material defenses available to such claim or demand or (y) the Indemnified Party has one that are different from or more defenses not additional to those available to the Indemnifying Party, (iv) such claim relates the Indemnifying Party’s counsel shall have advised the Indemnifying Party in writing, with a copy delivered to or arises in connection with any criminal proceedingthe Indemnified Party, action, indictment, allegation or investigationthat there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel, or (v) such Third Party Claim shall seek injunctive or equitable relief that if granted would materially interfere with the appropriate court rules that conduct of the Business) and the Indemnifying Party failed will cooperate with the Indemnified Party. Any election by an Indemnifying Party not to assume the defense of a Third Party Claim must be received by the Indemnified Party reasonably promptly following its receipt of the Indemnified Party’s notice delivered pursuant to Section 12.3(a). If the Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnifying Party shall select counsel reasonably acceptable to the Indemnified Party; shall take all steps necessary in the defense or is failing to vigorously prosecute or defend settlement of such Third-Third Party Claim; and shall at all times diligently and promptly pursue the resolution of such Third Party Claim. Notwithstanding anything in this Agreement to the contrary, the The Indemnified Party shall, at the expense and shall cause each of the Indemnifying Partyits Affiliates and Representatives to, cooperate fully with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim Third Party Claim defended by the Indemnifying Party. (c) The Indemnifying Party shall be authorized to consent to a settlement of, or demand with counsel employed at its own expense; provided, however, that, in the case entry of any claim or demand described in clause (i) or (ii) of the second preceding sentence or judgment arising from, any Third Party Claim as to which the Indemnifying Party shall not in fact have employed counsel to assume has assumed the defense in accordance with the terms of Section 12.3, without the consent of any Indemnified Party, but only to the extent that such claim settlement or demandentry of judgment (i) provides solely for the payment of money by the Indemnifying Party or imposes an obligation of confidentiality, and (ii) provides a complete release of any Indemnified Party potentially affected by such Third Party Claim from all matters that were or could have been asserted in connection with such claims. Except as provided in the reasonable fees and disbursements foregoing sentence, settlement or consent to entry of such counsel judgment shall be at require the expense prior approval of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall such approval not to be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlement.

Procedures for Third Party Claims. In (a) The Sellers acknowledge that they have received notice from the case Company of the Third Party Claims. The Company, as the Indemnified Party with respect to the Third Party Claims, shall give the Sellers, as the Indemnifying Parties with respect to such Third Party Claims, copies of all documents and information (including court papers) relating to any claim for indemnification arising from a claim of a third-party other than an Infringement Claim subject to Section 13.3 above (a “such Third-Party Claim”), a party seeking indemnification hereunder Claim within ten (each an “10) days of their being obtained by the Indemnified Party”) shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, to the party from which indemnity is sought (each an “Indemnifying Party”) of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that the failure by the Indemnified Party to give provide copies within such notice will ten (10)-day period to the Indemnifying Party shall not affect such relieve the Indemnifying Party from any liability to the Indemnified Party’s rights Party for any liability hereunder unless, and then solely except to the extent that, that such failure shall have materially prejudiced the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result defense of such failure. Third-Party Claim. (b) The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such upon written notice from the Indemnified Party) to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as to assume the case defense and control of a Third-Party Claim, to investigate, contest, defend or settle any Third-Party Claim that may beresult in Losses with respect to which the Indemnified Party is entitled to indemnification pursuant to this Article 7 and select legal counsel of its choosing reasonably satisfactory to the Indemnified Party in connection therewith; provided, however, that the Indemnified Party may, at its option and at its own expense, participate in the expense investigation, contesting, defense or settlement of any such Third-Party Claim through representatives of its own choosing. Notwithstanding anything to the contrary herein, the Indemnifying Party may only investigate, contest, defend or settle such Third-Party Claim if (x) it acknowledges in writing to the Indemnified Party that any Losses that may be assessed against the Indemnified Party in connection with such Third-Party Claim shall constitute Losses for which the Indemnified Party shall be indemnified by the Indemnifying Party pursuant to this Article 7 and (y) such Third-Party Claim does not involve criminal or quasi-criminal liability or equitable relief sought against the Indemnified Party. Notwithstanding anything to the contrary herein, the Indemnifying Party shall not settle or compromise, or agree to the entering of any judgment in respect of, any Third-Party Claim without the consent to the terms of such settlement, compromise or judgment by the Indemnified Party, which consent shall not unreasonably be withheld, conditioned or delayed unless (i) the terms of such settlement, compromise or judgment calls only for a monetary payment to the Indemnified Party (or of the Third-Party Claim directly) and (ii) the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement, compromise or judgment and such settlement, compromise or judgment includes a complete release of the Indemnified Party from further liability and has no other adverse effect on the Indemnified Party. If requested in writing by the Indemnifying Party, and with counsel selected by the Indemnified Party shall, at the Indemnifying Party; provided’s expense, that cooperate with the Indemnifying Party shall be entitled and its counsel in contesting any Third-Party Claim or, if appropriate and related to assume control of the defense of such action only if Third-Party Claim in question, in making any reasonable counterclaim against the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from Person making such Third-Party Claim; and provided further that , or any cross complaint against any Person (other than the Indemnified Party or its Affiliates) or similar action. Notwithstanding the foregoing, if the Indemnifying Party shall not be entitled to assume control of such defense if (i) the Indemnifying Party shall not have notified directs the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of assume the defense of such claim Third Party Claim or demand or (y) shall not have promptly elected to assume the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend defense of such Third-Party Claim. Notwithstanding anything in , or is not permitted to assume the defense of such Third-Party Claim pursuant to this Agreement to the contrarySection 7.5(b), the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate do so in such manner as it deems appropriate in consultation with the Indemnifying Party; provided, and keep however, the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in assume the defense (including the selection or substitution of legal counsel of its choosing reasonably satisfactory to the Indemnified Party) of such Third-Party Claim at any claim or demand time thereafter in compliance with counsel employed at its own expense; the other provisions of this Section 7.5(b) and provided, howeverfurther, that, in that the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Indemnified Party shall not settle or compromise, or agree to the entering of any judgment in fact have employed counsel respect of, any Third-Party Claim for which it seeks to assume the defense of such make a claim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no for indemnification obligations with respect pursuant to any such claim or demand which shall be settled by the Indemnified Party this Article 7 without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed. The Indemnifying Party shall be entitled to participate in (but not settle to control) the defense of any such claim without Third-Party Claim which it has not elected to defend or has not otherwise subsequently assumed the prior written consent defense of or which it is not entitled to defend, with its own counsel and at its expense. (c) From and after the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability delivery of notice with respect to a Third-Party Claim pursuant to Section 7.5(a), at the matter in controversy reasonable request of the Person that is bindingassumes the control of such Third-Party Claim, valid the Company and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails its representatives shall grant to object such Person and its representatives reasonable access to the settlement within five (5) Business Days personnel, books, records and properties of receipt of a written notice from the Indemnifying Party containing Company and its Subsidiaries and their representatives to the terms and condition of extent reasonably related to the matters to which the claim relates. All such settlement, the Indemnified Party access shall be deemed granted upon reasonable advance notice, during normal business hours and shall be granted under conditions designed to have consented minimize the disruption to the settlementbusinesses of the Company and its representatives, as the case may be. The Person receiving such access shall not, and shall use its commercially reasonable efforts to cause its representatives not to, use or disclose to any third person other than its representatives (except as may be required by Applicable Laws) any confidential information obtained pursuant to this Section 7.5(c).

Procedures for Third Party Claims. In the case (a) If any Indemnitee receives notice of assertion or commencement of any claim for Third Party Claim against such Indemnitee in respect of which an Indemnitor may be obligated to provide indemnification arising from a claim under this Agreement, the Indemnitee shall give such Indemnitor reasonably prompt written notice (but in no event later than 30 days after becoming aware of a third-party other than an Infringement Claim subject to Section 13.3 above (a “Third-such Third Party Claim”), ) thereof and such notice shall include a party seeking indemnification hereunder (each reasonable description of the claim based on the facts known at the time and any documents relating to the claim and an “Indemnified Party”) estimate of the Indemnifiable Loss and shall give prompt written notice, following such Indemnified Party’s receipt reference the specific sections of this Agreement that form the basis of such claim or demand, to the party from which indemnity is sought (each an “Indemnifying Party”) of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunderextent reasonably ascertainable; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights no delay on the part of the Indemnitee in notifying any Indemnitor shall relieve the Indemnitor from any obligation hereunder unless, unless (and then solely to the extent that) the Indemnitor is actually prejudiced by such delay (except that the Indemnitor shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). Thereafter, the rights Indemnitee shall deliver to the Indemnitor, within five Business Days after the Indemnitee’s receipt thereof, copies of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Indemnifying Party shall have the right all notices and documents (and if it elects to exercise such right, shall do so within twenty (20including court papers) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected received by the Indemnifying Party; provided, that Indemnitee relating to the Indemnifying Third Party Claim. (b) The Indemnitor shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed at its own expense; providedThird Party Claim and, howeverif it so chooses, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements of such thereof with counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled selected by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlement.the

Procedures for Third Party Claims. In (a) Promptly after receipt by an Indemnified Party of notice of the case commencement of any claim for indemnification arising from Action by a claim of a third-third party other than an Infringement Claim subject to Section 13.3 above (a “Third-Third Party Claim”)) with respect to any matter for which indemnification is or may be owing pursuant to Section 9.2 or 9.3 hereof, a party seeking indemnification hereunder (each an “the Indemnified Party”) shall Party will give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, notice thereof to the party from which indemnity is sought (each an “Indemnifying Party”) of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; , provided, however, that the failure of the Indemnified Party to notify the Indemnifying Party will not relieve the Indemnifying Party of any of its obligations hereunder, except to the extent that the Indemnifying Party demonstrates that the defense of such Third Party Claim has been actually prejudiced by the Indemnified Party’s failure to give such notice will not affect such notice. _____________________________ (b) If any Action referred to in Section 9.5(a) is brought against an Indemnified Party’s rights hereunder unless, Party and then solely to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) Party gives notice to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall of the commencement of such Action, the Indemnifying Party will be entitled to assume control of the defense of participate in such action only if the Indemnifying Party acknowledges in writing its indemnity obligations Action, and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if (iunless (x) the Indemnifying Party shall not have notified is also a party to such Action and the Indemnified Party determines in good faith that joint representation would be inappropriate upon the advice of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded outside counsel that (x) there is a conflict of interest exists between the Indemnified Party and the Indemnifying Party in the conduct of the defense of with respect to such claim or demand Action, or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing fails to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement provide reasonable assurance to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate its financial capacity to defend such Action and provide indemnification with the Indemnifying Party, and keep the Indemnifying Party fully informed, in respect to such Action) may assume the defense of such claim or demand. The Action with counsel satisfactory to the Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed at its own expense; providedand, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which after notice from the Indemnifying Party shall not in fact have employed counsel to the Indemnified Party of its election to assume the defense of such claim or demandAction, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations will not, as long as it diligently conducts such defense, be liable to the Indemnified Party under this Section 9.5 for any fees of other counsel with respect to any the defense of such claim or demand which shall be settled Action, in each case subsequently incurred by the Indemnified Party in connection with the defense of such Action. (c) If the Indemnifying Party is entitled to and assumes the defense of an Action, no compromise or settlement of such claims or Action may be effected by the Indemnifying Party without the prior Indemnified Party’s written consent of the Indemnifying Party, (which consent shall not be unreasonably withheld) unless (i) there is no finding or admission of any violation of Law or any violation of the rights of any Person and no effect on or grounds for the basis of any other Claims that may be made against the Indemnified Party, delayed or conditioned. The and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party shall not settle any such claim without the prior written consent of Party; and the Indemnified Party (which consent shall not be unreasonably withheldwill have no Liability with respect to any compromise or settlement of such claims or Action effected without Indemnified Party’s written consent. Notwithstanding the assumption by the Indemnifying Party of the defense of any Claim or Action, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect will be permitted to join in such defense and to employ counsel at its own expense. If notice pursuant to Section 9.5(a) is given to an Indemnified Party of the commencement of any Action and the Indemnifying Party does not, within ten (10) Business Days after such Indemnified Party’s notice is given, give notice to the matter Indemnified Party of its election to assume the defense of such Action, the Indemnifying Party will be bound by any determination made in controversy that is binding, valid and enforceable against all applicable Parties). such Action or any compromise or settlement effected by the Indemnified Party. (d) Notwithstanding the foregoing, if the Indemnified Party fails determines in good faith that there is a reasonable probability that an Action may adversely affect the Indemnified Party or its Affiliates other than as a result of monetary Losses for which it would be entitled to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlementindemnification under this Agreement, the Indemnified Party shall be deemed to have consented may, by notice to the settlementIndemnifying Party, assume the exclusive right to defend, compromise or settle such Action, but the Indemnifying Party will not be bound by any compromise or settlement effected without its written consent (which may not be unreasonably withheld). (e) The Indemnifying Party and the Indemnified Party agree to provide each other with reasonable access during regular business hours to the properties, books and records and Representatives of the other, as reasonably necessary in connection with the preparation for an existing or anticipated Action involving a Third Party Claim and its obligations with respect thereto pursuant to this Article 9.

Procedures for Third Party Claims. In the case of any claim for indemnification arising from a claim of a third-third party other than an Infringement Claim subject to Section 13.3 above (a “Third-"Third Party Claim”"), a party seeking indemnification hereunder (each an “Indemnified Party”) Party shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, notice to the party from which indemnity is sought (each an “Indemnifying Party”) Party of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights hereunder unless, and then solely to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demandThird Party Claim, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if unless (i) the Indemnifying such Third Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand Claim seeks an order, injunction or other equitable relief against the Indemnified PartyParty and it is reasonably necessary for the Indemnified Party to utilize its own counsel either due to time demands or the mature of the relief sought, or (iiiii) the Indemnified Party shall have reasonably concluded that (x) there is a an actual conflict of interest between arising from the counsel chosen by the Indemnified Party and representing the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Third Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demandThird Party Claim. The Indemnified Party shall have the right to participate in the defense of any claim or demand Third Party Claim with counsel employed at its own expense; provided, however, that, in the case of any claim or demand Third Party Claim described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demandThird Party Claim, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand Third Party Claim which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed withheld or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementdelayed.

Procedures for Third Party Claims. In the case (a) To be entitled under this Agreement to indemnification in respect of any claim for indemnification arising from a claim of a third-party other than an Infringement Claim subject to Section 13.3 above or demand by another Person, (a “Third-Third Party Claim”), an Indemnified Party must deliver to the Indemnifying Party, promptly, but in any event within five (5) Business Days of becoming aware of any facts or circumstances that would reasonably be expected to give rise to a party seeking claim for indemnification hereunder (each an “hereunder, written notice thereof, specifying, to the extent then known by the Indemnified Party”) shall give prompt written notice, following the amount of such Indemnified Party’s receipt claim, the nature and basis of such claim and all relevant facts and circumstances relating thereto, in each case in reasonable detail, including copies of all notices and documents (including court papers) received by or demand, otherwise in the possession of the Indemnified Party or any of its Affiliates or representatives relating to the party from which indemnity is sought (each an “Indemnifying Party”) of any claim or demand of which such Indemnified Third Party has knowledge and as to which it may request indemnification hereunderClaim; provided, however, that the failure to give such notice will shall not affect such Indemnified Party’s rights hereunder unless, and then solely the right to indemnification under this Article IX except to the extent thatof actual material prejudice to the Indemnifying Party. Thereafter, the rights of Indemnified Party shall keep the Indemnifying Parties Party informed on a current basis as to any changes or developments with respect to the foregoing, including providing copies of all notices and documents (including court papers) from whom indemnity time to time received by the Indemnified Party or any of its Affiliates or representatives relating to the Third Party Claim. (b) If a Third Party Claim is sought are prejudiced as a result of such failure. The made against an Indemnified Party, the Indemnifying Party shall have be entitled to participate in the right (and defense thereof and, if it elects elects, to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct assume the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and thereof with counsel selected by the Indemnifying Party; provided, that the . Should an Indemnifying Party shall be entitled elect to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-a Third Party Claim; and provided further that , the Indemnifying Party shall not be entitled liable to assume control of such the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense if (i) thereof. If the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend assumes such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrarydefense, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed thereof and to employ counsel, at its own expense; provided, separate from the counsel employed by the Indemnifying Party, it being understood, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which that the Indemnifying Party shall not in fact have employed counsel control such defense. If the Indemnifying Party elects to assume the defense of such claim a Third Party Claim, each party shall cooperate in the defense or demand, the reasonable fees and disbursements prosecution of such counsel Third Party Claim. Such cooperation shall be at include the expense of retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information (including those of the Acquired Companies, if applicable) which are reasonably relevant to such Third Party Claim, and making employees (including those of the Acquired Companies, if applicable) available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. No compromise or settlement of any Third Party Claim may be effected by the Indemnifying Party without the Indemnified Party’s consent, which shall not be unreasonably withheld, conditioned or delayed, unless (i) there is no finding or admission of any violation of Law and (ii) each Indemnified Party that is party to such Third Party Claim is released from liability with respect to such claim. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand Third Party Claim which shall be is settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlement.

Procedures for Third Party Claims. (a) In the case of event that any claim for indemnification arising from a claim of a third-party other than an Infringement Claim subject to Section 13.3 above IAT Party or Delta Party (a “Third-Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) shall give prompt written noticereceives notice of the assertion of any claim for Damages or of the commencement of any action or proceeding for Damages, following in any case by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (a “Third Party Claim”) against such Indemnified Party’s receipt of such claim , with respect to which a party to this Agreement is or demand, may be required to the party from which indemnity is sought provide indemnification under this Agreement (each an “Indemnifying Party”) of any claim or demand of which such ), the Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to shall give such written notice will not affect such Indemnified Party’s rights hereunder unless, and then solely to the extent thatIndemnifying Party as promptly as practicable after becoming aware of such Third Party Claim. Subject to Section 24.03(e), the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so upon written notice to the Indemnified Party (the “Defense Notice”) within twenty ten (2010) days after receiving such notice receipt from the Indemnified Party) Party of notice of such claim, specifying the counsel the Indemnifying Party shall appoint to defend and such Third Party Claim (“Defense Counsel”), to direct conduct at its expense the defense against any such claim or demand, Third Party Claim in its name own name, or if necessary, in the name of the Indemnified Party, provided, that, the Indemnified Party shall have the right to approve the Defense Counsel, and in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within five (5) days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate Defense Counsel, which shall be subject again to the Indemnified Party’s approval. The Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense of any such Third Party Claim in accordance with this Section 24.03(a) for which it is ultimately found liable for such indemnification obligation. (b) In the event that the Indemnifying Party shall fail to give the Defense Notice, it shall be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Party shall have the right to conduct such defense and to compromise and settle the Third Party Claim without the prior consent of the Indemnifying Party and the Indemnifying Party shall be liable for all costs, expenses, settlement amounts or other Damages paid or incurred in connection therewith for which it is ultimately found liable for such indemnification obligation. (c) In the event that the Indemnifying Party delivers a Defense Notice and thereby elects to conduct the defense of the subject Third Party Claim, the Indemnifying Party shall have the right to conduct such defense and, except as provided in Section 24.03(d), to settle the Third Party Claim without the prior consent of the Indemnified Party. The Indemnified Party shall cooperate with and make available to the Indemnifying Party such assistance and materials as the case Indemnifying Party may bereasonably request, all at the expense of the Indemnifying Party, and with the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel selected by of its own choosing (at no cost or expense of the Indemnifying Party; provided), that provided that, the Indemnified Party shall have the right to compromise and settle the Third Party Claim only with the prior written consent of the Indemnifying Party. (d) The foregoing notwithstanding, no Indemnifying Party shall be entitled consent to assume control the entry of any judgment or enter into any settlement without the defense prior written consent of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless (i) if such judgment or settlement does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party which is subject to the applicable claim, or a party to the applicable action or proceeding, of a release from and all liability in respect to such claim; (ii) if such judgment or settlement would result in the finding or admission of any violation of law against all Losses resulting from an Indemnified Party; or (iii) if as a result of such Third-consent or settlement, injunctive or other equitable relief would be imposed against the Indemnified Party Claim; and provided further that or such judgment or settlement would materially interfere with or adversely affect the business, operations or assets of the Indemnified Party. (e) Notwithstanding anything to the contrary contained herein, the Indemnifying Party shall not be entitled to assume control, and the Indemnified Party shall be entitled to have sole control over, the defense or settlement of any Third Party Claim (and the cost of such defense and any Damages with respect to such Third Party Claim shall constitute an amount for which the Indemnified Party is entitled to indemnification hereunder) if (i) the Indemnifying Third Party shall not have notified the Indemnified Party of its exercise of its right Claim is with respect to defend such Third-Party claim within such twenty (20) day perioda criminal proceeding, action, indictment, allegation or investigation; (ii) the Indemnifying Party has failed or is failing to vigorously prosecute or defend such claim Third Party Claim; or demand (ii) the Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party, . (iiif) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party Any judgment entered or settlement agreed upon in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with manner provided herein shall be binding upon the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right conclusively be deemed to participate in the defense of any claim or demand be an obligation with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as respect to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect entitled to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementprompt indemnification hereunder.

Procedures for Third Party Claims. In the case of any claim for indemnification arising from a claim of a third-third party other than an Infringement Claim subject to Section 13.3 above (a “Third-"Third Party Claim”"), a party seeking indemnification hereunder (each an “Indemnified Party”) Party shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, notice to the party from which indemnity is sought (each an “Indemnifying Party”) Party of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights hereunder unless, and then solely to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demandThird Party Claim, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if unless (i) the Indemnifying such Third Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand Claim seeks an order, injunction or other equitable relief against the Indemnified Party, or (iiiii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand Third Party Claim or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demandThird Party Claim. The Indemnified Party shall have the right to participate in the defense of any claim or demand Third Party Claim with counsel employed at its own expense; provided, however, that, in the case of any claim or demand Third Party Claim described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demandThird Party Claim, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand Third Party Claim which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed withheld or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementdelayed.

Procedures for Third Party Claims. In the case If any action, suit or proceeding (each, a “Proceeding”) is brought against a person (an “indemnified party”) in respect of any claim for indemnification arising from a claim of a third-party other than an Infringement Claim subject which indemnity may be sought against CMA CGM pursuant to Section 13.3 above (a “Third-Party Claim”)1 above, a such indemnified party seeking indemnification hereunder (each an “Indemnified Party”) shall give prompt written notice, following such Indemnified Party’s receipt promptly notify CMA CGM in writing of the institution of such claim or demand, to the party from which indemnity is sought (each an “Indemnifying Party”) of any claim or demand of which such Indemnified Party has knowledge Proceeding and as to which it may request indemnification hereunder; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights hereunder unless, and then solely to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Indemnifying Party CMA CGM shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demandProceeding. The Indemnified Party indemnified party or parties shall have the right to participate employ its or their own counsel in any such case, but the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements expenses of such counsel shall be at the expense of such indemnified party or parties unless the Indemnifying Party. The Indemnifying Party employment of such counsel shall have no indemnification obligations been authorized in writing by CMA CGM in connection with respect the defense of such Proceeding or CMA CGM shall not have, within a reasonable period of time in light of the circumstances, employed counsel to defend such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to CMA CGM (in which case CMA CGM shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by CMA CGM and paid as incurred (it being understood, however, that CMA CGM shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such claim or demand which Proceeding). CMA CGM shall not be liable for any settlement of any Proceeding effected without its written consent. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested CMA CGM to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second sentence of this Section 3, then CMA CGM agrees that it shall be settled liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by CMA CGM of the Indemnified Party aforesaid request, (ii) CMA CGM shall not have fully reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given CMA CGM at least 30 days’ prior notice of its intention to settle. CMA CGM shall not, without the prior written consent of the Indemnifying Partyindemnified party, effect any settlement of any pending or threatened Proceeding in respect of which consent shall not be unreasonably withheldany indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, delayed or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if unless such settlement is accompanied by a document releasing the Indemnified Party includes an unconditional release of such indemnified party from all liability with respect on claims that are the subject matter of such Proceeding and does not include an admission of fault or culpability or a failure to the matter in controversy that is binding, valid and enforceable against all applicable Parties)act by or on behalf of such indemnified party. Notwithstanding the foregoing, CMA CGM shall have the right to settle any Proceeding if the Indemnified Party fails relevant indemnified party has been notified in writing of the proposed terms of such settlement and such indemnified party has not responded to object to the settlement such proposal within five (5) Business Days 30 days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementnotification.

Procedures for Third Party Claims. In the case of any claim for indemnification arising from a claim of a third-third party other than an Infringement Claim subject which claim results in a payment to Section 13.3 above such third party (a “Third-Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) Party shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, notice to the party from which indemnity is sought (each an “Indemnifying Party”) Party of any claim or demand of for which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; hereunder (provided, however, that failure to give such notice will not affect such no delay on the part of the Indemnified Party’s rights Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless, and then solely to the extent thatextent, the rights of Indemnifying Party is prejudiced thereby). Except as otherwise provided herein, the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demandThird-Party Claim, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further however, that the Indemnifying Party shall not be entitled to assume the defense or control of such defense a Third-Party Claim and shall pay the fees and expenses of counsel retained by the Indemnified Party if (ia) the Indemnifying Party shall does not have notified acknowledge to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of its exercise such claim within thirty (30) days of its right to defend receipt of written notice of such indemnity claim from the Indemnified Party, (b) such Third-Party claim within such twenty (20) day period; (ii) such claim or demand Claim seeks an order, injunction or other equitable relief against the Indemnified Party, (iiic) such Third-Party Claim involves any criminal proceeding, action, indictment, allegation or investigation against the Indemnified Party, or (d) counsel to the Indemnified Party shall have reasonably concluded that (xi) there is a material conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand Third-Party Claim, or (yii) the Indemnified Party has one or more defenses not available to the Indemnifying Party; provided further, (iv) such claim relates that in the event any Third-Party Claim is brought or asserted which, if decided against the Indemnified Party, would not entitle the Indemnified Party to or arises full indemnity pursuant to this Section 5, for any reason, the Indemnified Party may elect to participate in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend a joint defense of such Third-Party ClaimClaim for which the expenses of such joint defense will be shared equitably by such Parties and the retention of counsel shall be reasonably satisfactory to both Parties. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demandThird-Party Claim. The Indemnified Party shall have the right to participate in the defense of any claim or demand Third-Party Claim with counsel employed at its own expense; provided, however, that, in the case of any claim or demand Third-Party Claim described in clause (ia), (b) or (iic) of the second preceding sentence above or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demandThird-Party Claim, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. No compromise or settlement of any Third-Party Claim may be effected by the Indemnifying Party without the Indemnified Party’s consent (which shall not be unreasonably withheld, conditioned or delayed) unless (A) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such Indemnified Party or its Affiliates, and (B) each Indemnified Party that is party to such Third-Party Claim is fully and unconditionally released from liability with respect to such claim. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand Third-Party Claim which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed conditioned or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementdelayed.

Procedures for Third Party Claims. In the case of any claim for indemnification arising from a claim of a third-party other than an Infringement Claim subject to Section 13.3 above (a “Third-Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”a) shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, to the party from which indemnity is sought (each an “Indemnifying Party”) of If any claim or demand made by any Person other than the Purchaser or the Seller or their respective Affiliates against a Purchaser Indemnified Party or a Seller Indemnified Party, as applicable (a “Third Party Claim”) shall be brought or alleged against an indemnified party in respect of which indemnity is to be sought against an indemnifying party pursuant to Section 7.1 or Section 7.2, the indemnified party shall, promptly after receipt of notice of the commencement of such Indemnified Third Party has knowledge and as to which it may request indemnification hereunderClaim, notify the indemnifying party in writing of the commencement thereof, enclosing a copy of all papers served, if any; provided, however, that the failure to give so notify such notice indemnifying party will not affect such Indemnified Party’s rights hereunder relieve the indemnifying party from any liability that it may have to any indemnified party under Section 7.1 or Section 7.2 unless, and then solely only to the extent that, the rights indemnifying party is actually prejudiced by such failure. (b) In the event that any Third Party Claim is brought against an indemnified party and it notifies the indemnifying party of the Indemnifying Parties commencement thereof in accordance with this Section 7.3, the indemnifying party will be entitled, at the indemnifying party’s sole cost and expense, to participate therein and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from whom indemnity is sought are prejudiced as a result the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such failure. The Indemnifying indemnified party under this Article VII for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. (c) In any such Third Party Claim, an indemnified party shall have the right to retain its own counsel, but the reasonable fees and expenses of such counsel shall be at the sole cost and expense of such indemnified party unless (a) the indemnifying party and if it elects the indemnified party shall have mutually agreed to exercise the retention of such rightcounsel, shall do so within twenty (20b) days after receiving such notice from the Indemnified Party) to defend and to direct indemnifying party has assumed the defense of such proceeding and has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) the named parties to any such Third Party Claim (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interests between them based on the advice of counsel to the indemnifying party. It is agreed that the indemnifying party shall not, in connection with any Third Party Claim or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate law firm (in addition to local counsel where necessary) for all such indemnified parties. (d) The indemnifying party shall not be liable for any settlement of any Third Party Claim effected without its written consent, but, if settled with such consent or if there is a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any Loss by reason of such claim settlement or demandjudgment. No indemnifying party shall, in its name or in without the name prior written consent of the Indemnified Partyindemnified party, effect any settlement, compromise or discharge of any pending or threatened Third Party Claim in respect of which any indemnified party is a party and indemnity could be sought hereunder by such indemnified party, unless such settlement, compromise or discharge, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if (i) includes an unconditional written release of such indemnified party, in form and substance reasonably satisfactory to the Indemnifying Party shall not have notified indemnified party, from all liability on claims that are the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense subject matter of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or does not include any statement as to which the Indemnifying Party shall not in fact have employed counsel an admission of fault, culpability or failure to assume the defense act or violation of such claim Law by or demandon behalf of any indemnified party, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlement.and

Procedures for Third Party Claims. In the case of any claim for indemnification arising from a claim of a third-party other than an Infringement Claim subject to Section 13.3 above (a “Third-Party Claim”), a a) The party seeking indemnification hereunder under Section 13.1 (each an “the "Purchaser's Indemnified Party”Parties" or "Seller's Indemnified Parties", generically the "Indemnified Parties") shall give agrees to deliver prompt written notice, following such Indemnified Party’s receipt of such claim or demand, notice (in accordance with Section 14.9) to the party from which against whom indemnity is sought (each an “the "Indemnifying Party”") of the assertion of any claim claim, or demand the commencement of any suit, action or proceeding in respect of which such indemnity may be sought under Section 13.1 (the "Third Party Claims"). Such notice referred to in the preceding sentence shall state the relevant facts and include therewith relevant documents and a statement in reasonable detail as to the basis for the indemnification sought. The failure by any Indemnified Party has knowledge and as so to which it may request indemnification hereunder; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights hereunder unless, and then solely to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that notify the Indemnifying Party shall not be entitled relieve any Indemnifying Party from any liability which it may have to such Indemnified Party with respect to any claim made pursuant to this Section 13.2, except to the extent such failure shall actually and materially prejudice an Indemnifying Party. (b) Upon receipt of notice from the Indemnified Party pursuant to Section 13.2(a), the Indemnifying Party will have the right to (and will, if requested by the Indemnified Party), subject to the provisions of Section 13.2(c), assume the defense and control of such Third Party Claims. In the event the Indemnifying Party assumes the defense if of a Third Party Claim, (i) the Indemnifying Party shall not have notified be liable for any legal expenses subsequently incurred by the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; and (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right but not the obligation to participate in the defense of any claim or demand such Third Party Claims with their own counsel employed and at its their own expenseexpense and the Indemnifying Party will cooperate with the Indemnified Party. Any election by an Indemnifying Party not to assume the defense of a Third Party Claim must be received by the Indemnified Party not more than 10 business days after receipt of the Indemnified Party's notice delivered pursuant to Section 13.2(a). If the Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnifying Party shall select counsel, and consultants of recognized standing and competence after consultation with the Indemnified Party; provided, however, that, shall take all steps necessary in the case defense or settlement of such Third Party Claims; and shall at all times diligently and promptly pursue the resolution of such Third Party Claims. The Indemnified Party shall, and shall cause each of their Affiliates and representatives to, cooperate fully with the Indemnifying Party in the defense of any claim Third Party Claim defended by the Indemnifying Party. (c) The Indemnifying Party shall be authorized to consent to a settlement of, or demand described in clause (i) or (ii) the entry of the second preceding sentence or any judgment arising from, any Third Party Claim as to which the Indemnifying Party shall have assumed the defense in accordance with the terms of Section 13.2(b), without the consent of any Indemnified Party, but only to the extent that such settlement or entry of judgment (i) provides solely for the payment of money by the Indemnifying Party and (ii) provides a complete release of any Indemnified Party potentially affected by such Third Party Claim from all matters that were or could have been asserted in connection with such claims. Except as provided in the foregoing sentence, settlement or consent to entry of judgment shall require the prior approval of the Indemnified Party, such approval not in fact to be unreasonably withheld, conditioned or delayed. If the Indemnifying Party shall not have employed counsel to assume assumed the defense of such claim or demanda Third Party Claim, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled by the Indemnified Party shall not consent to any settlement of, or the entry of any judgment arising from, such Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed. The Indemnifying Party For purposes of this subparagraph, "consent to entry of judgment" shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied read to encompass failure by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing to finally pursue and perfect any rights of appeal, including discretionary appellate review in the terms and condition nature of such settlement, the Indemnified Party shall be deemed to have consented to the settlementcertiorari petition or otherwise.

Procedures for Third Party Claims. In the case (a) If any Indemnitee receives notice of assertion or commencement of any claim for Third Party Claim against such Indemnitee in respect of which an Indemnitor may be obligated to provide indemnification arising from a claim of a third-party other under this Agreement, the Indemnitee shall give such Indemnitor reasonably prompt written notice (but in no event later than an Infringement Claim subject to Section 13.3 above thirty (30) days after becoming aware) thereof (a “Third-Claim Notice”) and such Claim Notice shall include a reasonable description of the claim and any documents relating to the claim and an estimate of the Indemnifiable Loss to the extent known and shall reference the specific sections of this Agreement that form the basis of such claim; provided that no delay on the part of the Indemnitee in notifying any Indemnitor shall relieve the Indemnitor from any obligation or otherwise affect the rights of any Indemnitee hereunder unless (and then solely to the extent) the Indemnitor is actually prejudiced by such delay. Thereafter, the Indemnitee shall deliver to the Indemnitor, within five (5) calendar days after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim”). (b) The Indemnitor shall be entitled to participate in the defense of any Third Party Claim and, a party seeking indemnification hereunder if it so chooses by giving written notice to the Indemnitee within thirty (each an “Indemnified Party”30) shall give prompt written notice, following such Indemnified Party’s days after its receipt of the Claim Notice with respect to such claim or demandThird Party Claim, to assume the party from which indemnity is sought (each an “Indemnifying Party”) defense thereof with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee and at the Indemnitor’s expense. Should the Indemnitor so elect to assume the defense of any claim or demand a Third Party Claim, the Indemnitor shall not as long as it conducts such defense be liable to the Indemnitee for legal expenses incurred by the Indemnitee in connection with the defense thereof subsequent to the Indemnitor notifying the Indemnitee in writing of which its election to assume such Indemnified Party has knowledge and as to which it may request indemnification hereunderdefense; provided, however, that, if the Indemnitee concludes based on the advice of outside counsel that failure a conflict in interest between the Indemnitor and the Indemnitee exists with respect to give such notice will not affect such Indemnified Party’s rights hereunder unless, and then solely Third Party Claim or there may be defenses or counterclaims available to the extent thatIndemnitee that are inconsistent with those available to the Indemnitor, the rights Indemnitor shall be liable for the reasonable out-of-pocket legal expenses of one counsel that are incurred by the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of Indemnitee in connection with the defense thereof. If the Indemnitor assumes such failure. The Indemnifying Party defense in accordance with this Section 9.3(b), the Indemnitee shall have the right (to participate in the defense thereof and if it elects to exercise such rightemploy counsel, shall do so within twenty (20) days after receiving such notice at its own expense, separate from the Indemnified Party) counsel employed by the Indemnitor, it being understood that the Indemnitor shall control such defense. The Indemnitor shall be liable for the reasonable fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnitor has not assumed the defense thereof (other than during any period in which the Indemnitee shall have not yet given notice of the Third Party Claim as provided above). If the Indemnitor chooses to defend and to direct any Third Party Claim, the parties hereto shall cooperate in the defense against any such claim or demand, in its name or in thereof. Such cooperation shall include the name of retention and (upon the Indemnified Party, as the case may be, Indemnitor’s request and at the expense Indemnitor’s expense) the provision to the Indemnitor of the Indemnifying Partyrecords and information that are relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the Indemnitor shall have assumed the defense of a Third Party Claim, the Indemnitee shall not admit any liability with counsel selected by respect to, or pay, settle, compromise or discharge, such Third Party Claim without the Indemnifying PartyIndemnitor’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). If the Indemnitor has assumed the defense of a Third Party Claim, the Indemnitor may only pay, settle, compromise or discharge a Third Party Claim with the Indemnitee’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, that the Indemnifying Indemnitor may pay, settle, compromise or discharge such a Third Party Claim without the written consent of the Indemnitee if such settlement (A) includes a complete and unconditional release of the Indemnitee from all liability in respect of such Third Party Claim, (B) does not subject the Indemnitee to any injunctive relief or other equitable remedy and (C) does not include a statement or admission of fault, culpability or failure to act by or on behalf of the Indemnitee. Notwithstanding anything to the contrary in this Section 9.3, the Indemnitee (and not the Indemnitor) shall have the exclusive right to assume the defense and control of any Third Party Claim, if (I) the Indemnitee in good faith determines that the nature of the Third Party Claim is such that it would reasonably be expected to involve criminal liability being imposed on the Indemnitee or its Affiliates or (II) such Third Party Claim seeks an injunction or other equitable relief against the Indemnitee that the Indemnitee reasonably determines, after consultation with its outside counsel, cannot be separated from any related claim for money damages; provided that if such Third Party Claim seeks an injunction or equitable relief against the Indemnitee that can be separated from a related claim for money damages, the Indemnitor may only be entitled to assume control of the defense of such action only if the Indemnifying Third Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementClaim for money damages.

Procedures for Third Party Claims. In the case (a) If any Indemnitee receives notice of assertion or commencement of any Third Party Claim against such Indemnitee in respect of which an Indemnitor may be obligated to provide indemnification under this Agreement, the Indemnitee shall give such Indemnitor prompt written notice (but in no event later than thirty (30) days calendar days after becoming aware) thereof and such notice shall include a reasonable description of the claim for indemnification arising from a and any documents relating to the claim of a third-party other than an Infringement Claim that are not subject to Section 13.3 above (a “Third-any legal privilege and were provided by the claimant in such Third Party Claim”), a party seeking indemnification hereunder (each Claim and an “Indemnified Party”) estimate of the Indemnifiable Loss and shall give prompt written notice, following such Indemnified Party’s receipt reference specific sections of this Agreement that form the basis of such claim or demand, (based on information then available to the party Indemnitee); provided that no delay on the part of the Indemnitee in notifying any Indemnitor shall relieve the Indemnitor from which indemnity is sought any obligation hereunder unless (each an “Indemnifying Party”) of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights hereunder unless, and then solely to the extent thatextent) the Indemnitor is actually and materially prejudiced by such delay. Thereafter, the rights of Indemnitee shall keep the Indemnifying Parties from whom indemnity is sought are prejudiced as a result Indemnitor reasonably informed of such failure. Third Party Claim, including providing copies of material notices and documents (including court papers) that are not subject to any legal privilege and were provided by the claimant in such Third Party Claim received by the Indemnitee relating to such Third Party Claim. (b) The Indemnifying Indemnitor shall be entitled to participate in the defense of any Third Party Claim and the Indemnitor shall have be entitled to assume the right defense thereof with counsel selected by the Indemnitor and reasonably satisfactory to the Indemnitee so long as (and if it elects to exercise such righti) the Indemnitor notifies the Indemnitee, shall do so within twenty (20) days after receiving the Indemnitee has given notice of such notice from Third Party Claim to the Indemnified PartyIndemnitor (or by such earlier date as may be necessary under applicable procedural rules in order to file a timely appearance and response or other required pleading) to defend and to direct that the Indemnitor is assuming the defense against any of such claim or demand, Third Party Claim as provided in this Agreement and (ii) confirms in its name notice that it is obligated to indemnify the Indemnitee for any and all Indemnifiable Losses arising from such Third Party Claim as provided in this Agreement; provided, however, that the Indemnitor shall not have the right to assume the defense of a Third Party Claim if such Third Party Claim (A) seeks injunctive, equitable, or other non-monetary relief against the Indemnitee; (B) is not one in which the name Indemnitee reasonably determines, after consultation with its counsel, that use of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying PartyIndemnitor to represent the Indemnitee would be reasonably likely to present such counsel with a conflict of interest; providedand (C) is not one in which an adverse judgment would, that in the Indemnifying Party shall good faith judgment of the Indemnitee, likely be entitled materially adverse to assume control of the Indemnitee’s business. If the Indemnitor is assuming the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Third Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party Indemnitee shall have the right to participate in the defense of any claim or demand with counsel employed thereof and to employ counsel, at its own expense, separate from counsel employed by the Indemnitor, it being understood that the Indemnitor shall control such defense; provided, however, that, in that if the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense Indemnitor assumes control of such claim or demand, defense the Indemnitor must first acknowledge that it would have an indemnity obligation for Losses resulting from such Third Party Claim as provided under this ARTICLE IX. The Indemnitor shall be liable for the reasonable fees and disbursements expenses of such counsel employed by the Indemnitee for any period during which the Indemnitor has not assumed the defense thereof. If the Indemnitor chooses to defend any Third Party Claim, all of the Parties shall, and shall instruct their respective Affiliates to, reasonably cooperate in the defense thereof (subject to any applicable legal privilege or the attorney work-product doctrine). Such cooperation shall be at the Indemnitor’s sole cost and expense and shall include the retention and (upon the Indemnitor’s request) the provision to the Indemnitor of the Indemnifying Party. The Indemnifying records and information that are relevant to such Third Party shall have no indemnification obligations with respect Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder (in each case, subject to any applicable legal privilege or the attorney work-product doctrine). If the Indemnitor has assumed the defense of a Third Party Claim in accordance with this Section 9.7(b), then so long as the Indemnitor is defending in good faith any such claim Third Party Claim (and is otherwise in compliance with this Section 9.7(b)), the Indemnitee shall not pay, settle, compromise, or demand which shall be settled by the Indemnified discharge such Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party Indemnitor (which consent shall not be unreasonably withheld, delayed conditioned, or conditioned delayed). If the Indemnitor has assumed the defense of a Third Party Claim in accordance with this Section 9.7(b), the Indemnitor may only pay, settle, compromise, or discharge such Third Party Claim with the Indemnitee’s prior written consent (which consent shall not be unreasonably withheld, conditioned, or delayed); provided, that the Indemnitor may pay, settle, compromise, or discharge such Third Party Claim without the written consent of the Indemnitee if such settlement is accompanied by (1) includes, as a document releasing condition to any such settlement or compromise, a general release of the Indemnified Party Indemnitee and its Affiliates from all liability Liability in respect of such Third Party Claim, (2) does not subject the Indemnitee to any injunctive relief or other non-monetary remedy, (3) does not include a statement or admission of fault, culpability, Liability, violation of Law or the rights of any Person by Indemnitee or any of its Affiliates or failure to act by or on behalf of the Indemnitee or any of its Affiliates, and (4) provides for the payment by the Indemnitor of monetary damages as the sole relief for the claimant(s) in such Third Party Claim. In the event that the Indemnitor fails to assume the defense of a Third Party Claim in accordance with this Section 9.7(b) or following the Indemnitor’s assumption of the defense of a Third Party Claim in accordance with this Section 9.7(b) any of the conditions set forth in this Section 9.7(b) becomes unsatisfied with respect to such Third Party Claim, then the Indemnitee may assume control of the defense of such Third Party Claim to the entire exclusion (including with respect to the matter in controversy that is bindingsettlement or compromise of, valid or entry of judgment in, such Third Party Claim) and enforceable against all applicable Parties). Notwithstanding at the foregoing, if entire expense of the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementIndemnitor.

Procedures for Third Party Claims. In the case of any claim for indemnification arising from a claim of a third-third party other than an Infringement Claim subject to Section 13.3 above (a “"Third-Party Claim”"), a party seeking indemnification hereunder (each an “Indemnified Party”) Party shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, notice to the party from which indemnity is sought (each an “Indemnifying Party”) Party of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights hereunder unless, and then solely to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demandThird-Party Claim, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided. Notwithstanding anything in this Agreement to the contrary, that the Indemnified Party, at the expense of the Indemnifying Party, shall cooperate with the Indemnifying Party, and keep the Indemnifying Party shall be entitled to assume control of fully informed, in the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying . The Indemnified Party shall not be entitled have the right to assume control participate in the defense of such defense if any Third-Party Claim with counsel employed at its own expense; provided, however, that, in the case (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand Claim seeks an order, injunction or other equitable relief against the Indemnified Party, (iiiii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand Third-Party Claim or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, Party or (viii) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demandclaim, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed conditioned or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementdelayed.

Procedures for Third Party Claims. In the case of any claim for indemnification arising from a claim of a third-party other than an Infringement Claim subject to Section 13.3 above (a “Third-Party Claim”), a a) Any party seeking indemnification hereunder pursuant to this Section 12 (each an the “Indemnified Party”) in respect of any legal proceeding, action, claim or demand (in each case, a “Claim”) instituted by any third person or governmental entity shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, to the party from which indemnity whom indemnification with respect to such claim is sought (each an the “Indemnifying Party”) of any claim or demand of which such (i) prompt written notice (but in no event more than twenty (20) days after the Indemnified Party has acquires knowledge and as to which it may request indemnification hereunder; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights hereunder unless, and then solely to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result thereof) of such failure. The Indemnifying Party shall have the right Claim and (ii) copies of all documents and if it elects information relating to exercise any such right, shall do so Claim within twenty (20) days after receiving such notice from of their being obtained by the Indemnified Party) to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds failure by the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that to so notify or provide copies to the Indemnifying Party shall not be entitled relieve the Indemnifying Party from any liability to assume control the Indemnified Party for any liability hereunder except to the extent that such failure shall have actually and materially prejudiced the defense of such defense if the Claim. (ib) Subject to Section 12.5(c) of this Agreement, the Indemnifying Party shall not have notified 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 Indemnifying Party and to be represented by counsel of its own choice, and the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses will not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with admit any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations liability with respect to any such claim thereto or demand which shall be settled by settle, compromise, pay or discharge the Indemnified Party same without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed so long as the Indemnifying Party is contesting or conditioneddefending the same with reasonable diligence and in good faith. The Indemnified Party may participate in any proceeding with counsel of its choice and at its expense. The Indemnifying Party shall may not settle enter into a settlement of any such claim without the prior written consent of the Indemnified Party (Party, which consent shall be not be unreasonably withheld, delayed or conditioned if unless such settlement is accompanied by requires no more than a document releasing monetary payment for which the Indemnified Party is fully indemnified by the Indemnifying Party or involves other matters not binding upon the Indemnified Party. In the event the Indemnifying Party does not, within fifteen (15) days after it receives written notice of the Claim from the Indemnified Party, agree in writing to accept the defense of, and assume all liability with respect to the matter responsibility for, such Claim as provided above in controversy that is bindingthis Section 12.5(b), valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if then the Indemnified Party fails shall have the right to object to defend against, negotiate, settle or otherwise deal with the settlement within five (5) Business Days of receipt of a written notice from Claim in such manner as the Indemnifying Indemnified Party containing the terms deems appropriate, in its sole discretion, and condition of such settlement, the Indemnified Party shall be deemed entitled to indemnification therefor from the Indemnifying Party under this Section 12.5. (c) In the event the Claim subject to this Section 12.5(b) is an Environmental Claim, the parties agree that the following provisions shall apply: (i) Buyer shall have consented control of all actions that may be necessary in order (A) to resolve the Environmental Claim and (B) to address, correct, remediate and repair conditions giving rise to such Environmental Claim (the “Conditions”) so that such Conditions are in full compliance with Environmental Laws; (ii) Buyer shall retain a qualified environmental consulting/services company (“Consultant”) to review such Environmental Claim and associated Conditions and to determine the extent to which correction, remediation or repair of the Conditions is necessary to be in full compliance with Environmental Laws, and the Consultant shall prepare a written report for Buyer, IHLLC and Pardos setting forth such review and determination and the specific actions to be taken so to correct, remediate and repair the Conditions without unreasonably interrupting the business operations of TDI. To the extent practicable under the circumstances, Buyer shall consult with IHLLC and Pardos as to the settlement.matters described in this Section 12.5(c)(ii), but IHLLC and Pardos shall not have a right of approval or disapproval as to such matters; (iii) Subject to Buyer complying with this Section 12.5(c), IHLLC and Pardos shall be solely responsible for and shall pay and, if applicable, shall reimburse Buyer or TDI for (A) all Remediation Costs and Expenses (as defined below) and (B) any damages, fines, penalties and other reasonable costs and expenses resulting from or attributable to resolution of the Environmental Claim or relating to the Conditions not being in full compliance as of the Closing with applicable Environmental Laws, to the extent indemnification is provided therefor under this Section 12.5; (iv) For purposes of this Section 12.5(c), “

Procedures for Third Party Claims. In the case of any event that an Indemnified Party determines that it has a claim for indemnification Losses against an Indemnifying Party arising from a claim of a third-third party other than an Infringement Claim subject to Section 13.3 above (a “Third-Party Claim”), a party seeking indemnification hereunder (each an “the Indemnified Party”) Party shall give prompt written noticenotify the Indemnifying Party in writing, following such Indemnified Party’s and in reasonable detail, of the Third-Party Claim as promptly as reasonably practicable after receipt of such claim or demand, to the party from which indemnity is sought (each an “Indemnifying Party”) of any claim or demand of which by such Indemnified Party has knowledge and as to which it may request indemnification hereunderof notice of the Third-Party Claim; provided, however, provided that failure to give such notice will notification on a timely basis shall not affect such Indemnified Party’s rights the indemnification provided hereunder unless, and then solely except (i) to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are Party shall have been prejudiced as a result of such failurefailure and (ii) no indemnification shall be available under this Article 9 with respect to a claim made after the applicable Expiration Date. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party from time to time, promptly, upon becoming aware of any facts or circumstances that would reasonably be expected to give rise to, or be in furtherance of, a claim for indemnification hereunder, written notice thereof to the Indemnifying Party, specifying the amount of such claim and the nature and basis of such claim, and provide copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third-Party Claim. The Indemnifying Party shall have be entitled to participate in the right (and defense of the Third-Party Claim and, if it elects and acknowledges in writing to exercise satisfy its indemnification obligations hereunder with respect to such rightclaim, shall do so within twenty (20) days after receiving such notice from subject to the Indemnified Party) limitations in this Article 9, to defend and to direct assume the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and thereof with counsel selected by the Indemnifying Party; provided, that the . Should an Indemnifying Party shall be entitled elect to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such a Third-Party Claim; and provided further that , the Indemnifying Party shall not be entitled to assume control of such liable for legal expenses subsequently incurred by the Indemnified Party in connection with the defense if (i) thereof. If the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend assumes such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrarydefense, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed thereof and to employ counsel, at its own expense; provided, separate from the counsel employed by the Indemnifying Party, it being understood, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which that the Indemnifying Party shall not control such defense. If the Indemnifying Party elects to defend a Third-Party Claim, each party shall cooperate in fact have employed counsel to assume the defense or prosecution of such claim or demand, Third-Party Claim. Such cooperation shall include the reasonable fees retention and disbursements of such counsel shall be at the expense of (upon the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled ’s request) the provision by the Indemnified Party to the Indemnifying Party of records and information which are reasonably relevant to such Third-Party Claim, and making personnel available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. No compromise or settlement of any Third-Party Claim may be effected by the Indemnifying Party without the Indemnified Party’s consent, which shall not be unreasonably withheld, conditioned or delayed; provided that no such consent shall be required if (i) there is no finding or admission of any violation of Law by the Indemnified Party and no effect on any other claims that may be made against such Indemnified Party or its Affiliates and (ii) each Indemnified Party that is party to such Third-Party Claim is fully and unconditionally released from liability with respect to such claim. No Indemnified Party shall settle or compromise any Third Party Claim without the express prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlement.

Procedures for Third Party Claims. In the case The obligations of any claim Indemnifying Party to indemnify any Indemnified Party under this Article VI with respect to Claim for indemnification arising from a claim of a third-party other than an Infringement Claim subject to Section 13.3 above Damages by third parties (including Governmental Entities) (a “Third-Party Claim”), a party seeking indemnification hereunder shall be subject to the following terms and conditions: (each an “a) The Indemnified Party”) Party shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, to the party from which indemnity is sought (each an “Indemnifying Party”) of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights hereunder unless, and then solely to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control written notice of the defense any such Third-Party Claim reasonably promptly after learning of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; , and provided further the Indemnifying Party may, at its option, undertake the defense thereof by Representatives of its own choosing and reasonably acceptable to the Indemnified Party, and shall provide written notice of any such undertaking to the Indemnified Party. Failure to give prompt written notice of a Third-Party Claim hereunder shall not affect the Indemnifying Party’s obligations under this Article VI, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give prompt written notice. The Indemnified Party shall, and shall not be entitled to assume control of such defense if (i) cause its employees and Representatives to, cooperate reasonably with the Indemnifying Party shall not have notified in connection with the Indemnified Party settlement or defense of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party Claim and shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and provide the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not with all available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend information and documents concerning such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, The Indemnifying Party shall provide the Indemnified Party shall, at with copies of all non-privileged communications and other information in respect of the expense of Third-Party Claim. If the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense within thirty (30) days after written notice of any claim or demand with counsel employed at its own expense; providedsuch Third-Party Claim, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel fails to assume the defense of such claim or demandThird-Party Claim, or, after assuming defense, negligently fails to defend and fails to call after reasonable written notice of the same, the reasonable fees and disbursements Indemnified Party against whom such Third-Party Claim has been made shall (upon further written notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such counsel shall be Third-Party Claim on behalf of and for the account and risk, and at the expense expense, of the Indemnifying Party. The , subject to the right of the Indemnifying Party shall have no indemnification obligations with respect to assume the defense of such Third-Party Claim at any such claim time prior to settlement, compromise or demand which shall be settled by final determination thereof upon written notice to the Indemnified Party. (b) Anything in this Section 6.4 to the contrary notwithstanding, (i) the Indemnified Party shall not settle a Third-Party Claim for which it is indemnified without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed or conditioned. The and (ii) the Indemnifying Party shall not settle enter into any such claim settlement or compromise of any action, suit or proceeding, or consent to the entry of any judgment for relief other than monetary damages to be borne by the Indemnifying Party, without the prior written consent of the Indemnified Party (Party, which consent shall not be unreasonably withheld, delayed conditioned or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementdelayed.

Procedures for Third Party Claims. In the case of any claim for indemnification arising from a claim of a third-party other than an Infringement Claim subject to Section 13.3 above (a “Third-Party Claim”), a party a) The parties seeking indemnification hereunder under Section 9.02 (each an “Indemnified Party”the "INDEMNIFIED PARTIES") shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, notice to the party from which parties against whom indemnity is sought (each an “Indemnifying Party”the "INDEMNIFYING PARTIES") of the assertion of any claim claim, or demand the commencement of any suit, action or proceeding in respect of which indemnity may be sought under Section 9.02 (the "THIRD PARTY CLAIMS"). The failure by any Indemnified Party so to notify the Indemnifying Parties shall not relieve any Indemnifying Party from any liability which it may have to such Indemnified Party has knowledge with respect to any claim made pursuant to this Section 9.03, except to the extent such failure shall actually prejudice an Indemnifying Party. (b) Upon receipt of notice from the Indemnified Parties pursuant to Section 9.03(a), the Indemnifying Parties will, subject to the provisions of Section 9.03(c), assume the defense and control of such Third Party Claims but shall allow the Indemnified Parties a reasonable opportunity to participate in the defense of such Third Party Claims with their own counsel and at their own expense (except as provided in Section 9.03(d)). The Indemnifying Parties shall select counsel, contractors and consultants of recognized standing and competence who shall be reasonably acceptable to which it may request indemnification hereunderthe Indemnified Parties; shall take all steps necessary in the defense or settlement of such Third Party Claims; and shall at all times diligently and promptly pursue the resolution of such Third Party Claims. The Indemnified Parties shall, and shall cause each of their Subsidiaries and Affiliates and their Representatives to, cooperate fully with the Indemnifying Parties in the defense of any Third Party Claim defended by the Indemnifying Parties. (c) The Indemnifying Parties shall not be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of the Indemnified Parties; provided, however, that failure upon ten (10) days notice and the opportunity to give such notice will not affect such object by the Indemnified Party’s rights hereunder unlessParties, and then solely to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled authorized to assume control of the defense of consent to such action only a settlement or judgment if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party Parties shall not be entitled to assume control of such defense if (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the Indemnifying Party shall not have notified the Indemnified Party effectiveness of its exercise of its right to defend such Third-Party claim within such twenty (20) day periodsettlement; (ii) not encumber any of the assets of any Indemnified Party or agree to any restriction or condition that would apply to or adversely affect any Indemnified Party or the conduct of any Indemnified Party's business; and (iii) obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such claim Third Party Claim. (d) The Indemnifying Parties shall also be liable for the reasonable fees and expenses of counsel incurred by each Indemnified Party in defending any Third Party Claim if such Third Party Claim, if successful, is likely to result in a judgment, decree or demand seeks an order of injunction or other equitable relief or relief for other than money Damages against the such Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlement.