Common use of Process Clause in Contracts

Process. The party(ies) seeking indemnification pursuant to this Section 9 (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) will give the other Party (the “Indemnifying Party”) prompt notice of each Claim for which it seeks indemnification, provided that failure or delay in providing such notice will not release the Indemnifying Party from any obligations hereunder except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Parties will give the Indemnifying Party their reasonable cooperation in the defense of each Claim for which indemnity is sought, at the Indemnifying Party’s expense. The Indemnifying Party will keep the Indemnified Parties informed of the status of each Claim. An Indemnified Party may participate in the defense at its own expense. The Indemnifying Party will control the defense or settlement of the Claim, provided that the Indemnifying Party, without the Indemnified Parties’ prior written consent: (a) will not enter into any settlement that; (i) includes any admission of guilt or wrongdoing by any Indemnified Party; (ii) imposes any financial obligations on any Indemnified Party that Indemnified Party is not obligated to pay under this Section 9; (iii) imposes any non-monetary obligations on any Indemnified Party; and (iv) does not include a full and unconditional release of any Indemnified Parties; and (b) will not consent to the entry of judgment, except for a dismissal with prejudice of any Claim settled as described in (a). The Indemnifying Party will ensure that any settlement into which it enters for any Claim is made confidential, except where not permitted by applicable Law.

Process. The party(ies(i) seeking indemnification Promptly after the receipt by any Indemnified Person entitled to compensation pursuant to this Section 9 (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) will give the other Party (the “Indemnifying Party”) prompt Clause 10 of notice of each the commencement of any action, suit, arbitration or other proceeding involving a third party (a “Third Party Claim”), such Indemnified Person shall, if a Claim for which with respect to it seeks indemnificationis to be made against any Party pursuant to this Clause 10.10, give written notice of such Third Party Claim in reasonable detail in light of the circumstances then known to such Indemnified Person; provided that the failure or delay in providing of such Indemnified Person to provide such notice will shall not release relieve the Indemnifying Party from any of its obligations hereunder hereunder, except to the extent that such failure to give notice shall prejudice any defense or claim available to the Indemnifying Party is prejudiced by such failure. Party. (ii) The Indemnified Parties will give the Indemnifying Party their reasonable cooperation in shall be entitled to assume the defense of each any Third Party Claim for which indemnity is soughtwith counsel reasonably satisfactory to the Indemnified Person, at the Indemnifying Party’s sole expense. The ; provided that the Indemnifying Party will keep the Indemnified Parties informed shall not be entitled to assume or continue control of the status defense of any Third Party Claim if (a) the Third Party Claim relates to or arises in connection with any criminal proceeding, (b) the Third Party Claim seeks an injunction or equitable relief against any Indemnified Person, (c) the Third Party Claim has or would reasonably be expected to result in Losses in excess of the amounts available for indemnification pursuant to Clauses 10.6 or 10.7, as the case may be, (iv) the Indemnifying Party has failed or is failing to defend fairly and reasonably the Third Party Claim, or (v) the Indemnifying Party has not acknowledged that such Third Party Claim is subject to compensation pursuant to this Clause 10.10(ii). (iii) If the Indemnifying Party assumes the defense of any Third Party Claim, (a) it shall not settle the Third Party Claim unless (I) the settlement does not entail any admission of liability on the part of any Indemnified Person, and (II) the settlement includes an unconditional release of each Indemnified Person, as applicable, reasonably satisfactory to such Indemnified Person, from all Losses with respect to such Third Party Claim. An , (b) it shall compensate and hold such Indemnified Party Person harmless from and against any and all Losses caused by or arising out of any settlement or judgment of such claim and may not claim that it does not have a compensation obligation with respect thereto, and (c) such Indemnified Person shall have the right (but not the obligation) to participate in the defense of such Third Party Claim and to employ, at its own expense. The , counsel separate from counsel employed by the Indemnifying Party. (iv) Such Indemnified Person shall not settle any Third Party Claim if the Indemnifying Party will control the defense shall have any obligation as a result of such settlement (whether monetary or otherwise) unless such settlement of the Claim, provided that is consented to in writing by the Indemnifying Party, without such consent not to be unreasonably withheld or delayed. (v) Each Party shall cooperate, and cause their respective Affiliates to cooperate, in the Indemnified Parties’ prior written consent: (a) will not enter into defense or prosecution of any settlement that; (i) includes any admission of guilt or wrongdoing Third Party Claim. Any consent to be given by any Indemnified Party; (ii) imposes Person 1 under this Clause 10.10 shall be given by the Purchaser acting on behalf of such Indemnified Person 1 and any financial obligations on consent to be given by any Indemnified Party that Indemnified Party is not obligated to pay Person 2 under this Section 9; Clause 10.10 shall be given by the Seller acting on behalf of such Indemnified Person 2. (iiivi) imposes The Indemnified Person shall procure that all reasonable steps are taken and all reasonable assistance is given to avoid or mitigate any non-monetary obligations on any Indemnified Party; and (iv) does not include Claims, which in the absence of mitigation might give rise to a full and unconditional release of any Indemnified Parties; and (b) will not consent to the entry of judgment, except for a dismissal with prejudice liability in respect of any Claim settled as described in (a). The Indemnifying Party will ensure that any settlement into which it enters for any Claim is made confidential, except where not permitted by applicable Lawcompensation under this Clause.

Process. The party(ies) seeking indemnification pursuant As a condition to this Section 9 an Institute Indemnitee’s or Licensee Indemnitee’s (each, an “Indemnified Party” and collectively, the “Indemnified PartiesIndemnitee”) will give right to receive indemnification under Section 15.1 or Section 15.2, as applicable, an Indemnitee shall: (a) promptly notify (not to exceed thirty (30) days) the indemnifying Party as soon as it becomes aware of a claim or suit for which indemnification may be sought pursuant hereto; (b) reasonably cooperate, and cause the individual Indemnitees claiming indemnification under this Article 15 to reasonably cooperate, with the indemnifying Party in the defense, settlement or compromise of such claim or suit; and (c) permit the indemnifying Party to control the defense, settlement or compromise of such claim or suit, including the right to select defense counsel. In no event, however, may the indemnifying Party compromise or settle any claim or suit in a manner which (i) admits fault or negligence on the part of any Indemnitee; (ii) commits any Indemnitee to take, or forbear to take, any action, without the prior written consent of the other Party (the “Indemnifying Party”) prompt notice of each Claim for which it seeks indemnification, provided that failure or delay in providing such notice will not release the Indemnifying Party from any obligations hereunder except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Parties will give the Indemnifying Party their reasonable cooperation consent in the defense case of each Claim for which indemnity is sought, at the Indemnifying Party’s expense. The Indemnifying Party will keep the Indemnified Parties informed of the status of each Claim. An Indemnified Party may participate in the defense at its own expense. The Indemnifying Party will control the defense or settlement of the Claim, provided that the Indemnifying Party, without the Indemnified Parties’ prior written consent: (a) will not enter into any settlement that; either (i) includes any admission of guilt or wrongdoing by any Indemnified Party; (ii) imposes any financial obligations on any Indemnified Party that Indemnified Party is shall not obligated to pay under this Section 9; be unreasonably withheld, delayed or conditioned), or (iii) imposes where the indemnifying Party is Licensee, grant any non-monetary obligations on any Indemnified Party; rights under the Patent Rights except for Sublicenses permitted under Article 2. The Indemnitees shall reasonably cooperate with the indemnifying Party and (iv) does not include a full its counsel in the course of the investigation of, preparation for and unconditional release defense of any Indemnified Parties; such suit, claim or demand, such cooperation to include without limitation using reasonable efforts to provide or make available documents, information and (b) will not consent to witnesses, and provided further that no Indemnitee may compromise or settle any such Third Party claim without the entry of judgment, except for a dismissal with prejudice of any Claim settled as described in (a). The Indemnifying Party will ensure that any settlement into which it enters for any Claim is made confidential, except where not permitted by applicable Lawindemnifying Party’s written consent.

Process. The party(ies) seeking indemnification pursuant to this Section 9 (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) will give the other Party (the “Indemnifying Party”) prompt notice of each Claim for which it seeks indemnification, provided that failure or delay in providing such notice will not release the Indemnifying Party from any obligations hereunder except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Parties will give the Indemnifying Party their reasonable cooperation in the defense of each Claim for which indemnity is sought, at the Indemnifying Party’s expense. The Indemnifying Party will keep the Indemnified Parties informed of the status of each Claim. An Indemnified Party may participate in the defense at its own expense. The Indemnifying Party will control the defense or settlement of the Claim, provided that the Indemnifying Party, without the Indemnified Parties’ prior written consent: (a) will not enter into any settlement that; (i) includes any admission of guilt or wrongdoing by any Indemnified Party; (ii) imposes any financial obligations on any Indemnified Party that Indemnified Party is not obligated to pay under this Section 9; (iii) imposes any non-monetary obligations on any Indemnified Party; and (iv) does not include a full and unconditional release of any Indemnified Parties; and (b) will not consent to the entry of judgment, except for a dismissal with prejudice of any Claim settled as described in (a). The Indemnifying Party will ensure that any settlement into which it enters for any Claim is made confidential, except where not permitted by applicable Law.;

Process. The party(ies(i) seeking indemnification Promptly after the receipt by any Indemnified Person entitled to compensation pursuant to this Section 9 (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) will give the other Party (the “Indemnifying Party”) prompt Clause 10 of notice of each the commencement of any action, suit, arbitration or other proceeding involving a third party (a “Third Party Claim”), such Indemnified Person shall, if a Claim for which with respect to it seeks indemnificationis to be made against any Party pursuant to this Clause 10.10, give written notice of such Third Party Claim in reasonable detail in light of the circumstances then known to such Indemnified Person; provided that the failure or delay in providing of such Indemnified Person to provide such notice will shall not release relieve the Indemnifying Party from any of its obligations hereunder hereunder, except to the extent that such failure to give notice shall prejudice any defense or claim available to the Indemnifying Party is prejudiced by such failure. Party. (ii) The Indemnified Parties will give the Indemnifying Party their reasonable cooperation in shall be entitled to assume the defense of each any Third Party Claim for which indemnity is soughtwith counsel reasonably satisfactory to the Indemnified Person, at the Indemnifying Party’s sole expense. The ; provided that the Indemnifying Party will keep the Indemnified Parties informed shall not be entitled to assume or continue control of the status defense of any Third Party Claim if (a) the Third Party Claim relates to or arises in connection with any criminal proceeding, (b) the Third Party Claim seeks an injunction or equitable relief against any Indemnified Person, (c) the Third Party Claim has or would reasonably be expected to result in Losses in excess of the amounts available for indemnification pursuant to Clauses 10.6 or 10.7, as the case may be, (iv) the Indemnifying Party has failed or is failing to defend fairly and reasonably the Third Party Claim, or (v) the Indemnifying Party has not acknowledged that such Third Party Claim is subject to compensation pursuant to this Clause 10.10(ii). (iii) If the Indemnifying Party assumes the defense of any Third Party Claim, (a) it shall not settle the Third Party Claim unless (I) the settlement does not entail any admission of liability on the part of any Indemnified Person, and (II) the settlement includes an unconditional release of each Indemnified Person, as applicable, reasonably satisfactory to such Indemnified Person, from all Losses with respect to such Third Party Claim. An , (b) it shall compensate and hold such Indemnified Party Person harmless from and against any and all Losses caused by or arising out of any settlement or judgment of such claim and may not claim that it does not have a compensation obligation with respect thereto, and (c) such Indemnified Person shall have the right (but not the obligation) to participate in the defense of such Third Party Claim and to employ, at its own expense. The , counsel separate from counsel employed by the Indemnifying Party. (iv) Such Indemnified Person shall not settle any Third Party Claim if the Indemnifying Party will control the defense shall have any obligation as a result of such settlement (whether monetary or otherwise) unless such settlement of the Claim, provided that is consented to in writing by the Indemnifying Party, without such consent not to be unreasonably withheld or delayed. (v) Each Party shall cooperate, and cause their respective Affiliates to cooperate, in the Indemnified Parties’ prior written consent: (a) will not enter into defense or prosecution of any settlement that; (i) includes any admission of guilt or wrongdoing Third Party Claim. Any consent to be given by any Indemnified Party; (ii) imposes Person 1 under this Clause 10.10 shall be given by the Purchaser acting on behalf of such Indemnified Person 1 and any financial obligations on consent to be given by any Indemnified Party that Indemnified Party is not obligated to pay Person 2 under this Section 9; Clause 10.10 shall be given by any of the Sellers acting on behalf of such Indemnified Person 2. (iiivi) imposes The Indemnified Person shall procure that all reasonable steps are taken and all reasonable assistance is given to avoid or mitigate any non-monetary obligations on any Indemnified Party; and (iv) does not include Claims, which in the absence of mitigation might give rise to a full and unconditional release of any Indemnified Parties; and (b) will not consent to the entry of judgment, except for a dismissal with prejudice liability in respect of any Claim settled as described in (a). The Indemnifying Party will ensure that any settlement into which it enters for any Claim is made confidential, except where not permitted by applicable Lawcompensation under this Clause.

Process. The party(ies) seeking If either Party seeks indemnification pursuant to this Section 9 (each, an the “Indemnified Party” and collectively, the “Indemnified Parties”) will give from the other Party (the “Indemnifying Party”) pursuant to Section 9.1 or Section 9.2, as applicable, the Indemnified Party shall: (a) give prompt written notice of each Claim for which it seeks indemnification, provided that failure or delay in providing such notice will not release to the Indemnifying Party of the Claim; provided that the failure to notify the Indemnifying Person shall not relieve it from any obligations hereunder liability that it may have under this Section 9 except to the extent that the Indemnifying Party is it has been materially prejudiced by such failure; and (b) grant to the Indemnifying Party sole control of the defense or settlement of such Claim; provided, however, that (x) Expedia Parent shall control any Claims relating to Expedia Travel Solution Taxes, Expedia Incremental Taxes and Expedia Travel Unclaimed Property Liabilities and shall keep Decolar reasonably informed about material developments with respect to such Claims as reasonably requested by Decolar and (y) except with respect to Claims relating to Taxes described in clause (x) above, the Indemnifying Party shall not settle any Claim without the Indemnified Party’s prior written approval (not to be unreasonably withheld) where such settlement would involve an admission of wrongdoing by or result in continuing liability for the Claim on the Indemnified Party. The Indemnified Parties will give the Indemnifying Party their reasonable cooperation in the defense of each Claim for which indemnity is soughtshall, at the Indemnifying Party’s expense, reasonably cooperate with the Indemnifying Party in the provision of any information or assistance reasonably requested by the Indemnifying Party. The Indemnifying Party will shall keep the Indemnified Parties informed Party advised of the status of each Claim. An any such Claim and of its defense or settlement negotiation efforts, and shall afford the Indemnified Party may a reasonable opportunity to review and comment on significant actions planned to be taken by the Indemnifying Party on behalf of the Indemnified Party. The Indemnified Party shall have the right to select its own counsel to participate in the defense at its own expense. The expense in any such defense without waiving the indemnification provided by the Indemnifying Party will control the defense or settlement of the ClaimParty; provided, provided however, that the Indemnifying PartyParty retains sole control of the defense and, without solely with respect to the Indemnified Parties’ prior written consent: (a) will payment of monetary amounts and not enter into any settlement that; (i) includes with respect to any admission of guilt liability or wrongdoing by any Indemnified Party; (ii) imposes any financial obligations on any Indemnified Party that Indemnified Party is not obligated to pay under this Section 9; (iii) imposes any non-monetary obligations on any Indemnified Party; and (iv) does not include a full and unconditional release other requirement, the settlement of any Indemnified Parties; and (b) will not consent such Claim to the entry of judgment, except for a dismissal with prejudice of any Claim settled as described in (a). The Indemnifying Party will ensure that any settlement into which it enters for any Claim is made confidential, except where not permitted extent covered by applicable Lawthe indemnification provided herein.

Process. The party(iesParty(ies) seeking indemnification pursuant to this Section 9 10 (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) will give the other Party (the “Indemnifying Party”) prompt notice of each Claim for which it seeks indemnification, provided that failure or delay in providing such notice will not release the Indemnifying Party from any obligations hereunder except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Parties will give the Indemnifying Party their reasonable cooperation in the defense of each Claim for which indemnity is sought, at the Indemnifying Party’s expense. The Indemnifying Party will keep the Indemnified Parties informed of the status of each Claim. An Indemnified Party may participate in the defense at its own expense. The Indemnifying Party will control the defense or settlement of the Claim, provided that the Indemnifying Party, without the Indemnified Parties’ prior written consent: , (a) will not enter into any settlement that; that (i) includes any admission of guilt or wrongdoing by any Indemnified Party; , (ii) imposes any financial obligations on any Indemnified Party that Indemnified Party is not obligated to pay under this Section 9; 10, (iii) imposes any non-non- monetary obligations on any Indemnified Party; , and (iv) does not include a full and unconditional release of any Indemnified Parties; and (b) will not consent to the entry of judgment, except for a dismissal with prejudice of any Claim settled as described in (a). The Indemnifying Party will ensure that any settlement into which it enters for any Claim is made confidential, except where not permitted by applicable Law.

Process. The party(ies) seeking indemnification pursuant to this Section 9 (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) will give the other Party (the “Indemnifying Party”) prompt notice of each Claim for which it seeks indemnification, provided that failure or delay in providing such notice will not release the Indemnifying Party from any obligations hereunder except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Parties will give the Indemnifying Party their reasonable cooperation in the defense of each Claim for which indemnity is sought, at the Indemnifying Party’s expense. The Indemnifying Party will keep the Indemnified Parties informed of the status of each Claim. An Indemnified Party may participate in the defense at its own expense. The Indemnifying Party will control the defense or settlement of the Claim, provided that the Indemnifying Party, without the Indemnified theIndemnified Parties’ prior written consent: (a) will not enter into any settlement that; (i) includes any admission of guilt or wrongdoing by any Indemnified Party; (ii) imposes any financial obligations on any Indemnified Party that Indemnified Party is not obligated to pay under this Section 9; (iii) imposes any non-monetary obligations on any Indemnified Party; and (iv) does not include a full and unconditional release of any Indemnified Parties; and (b) will not consent to the entry of judgment, except for a dismissal with prejudice of any Claim settled as described in (a). The Indemnifying Party will ensure that any settlement into which it enters for any Claim is made confidential, except where not permitted by applicable Law.

Process. The party(ies(a) seeking indemnification pursuant to In the event any Purchaser Indemnified Person becomes aware of any matter that it believes is covered under this Section 9 Agreement and such matter involves (eachi) any claim made against the Purchaser Indemnified Persons or the Company by any Person; or (ii) the commencement of any action, an “suit, investigation, arbitration or similar proceeding against the Purchaser Indemnified Party” and collectivelyPersons or the Company, the Purchaser Indemnified Persons shall promptly notify the Company and the Founders of such claim (“Indemnified PartiesThird Party Claim”) will give within 30 days of the other Party (receipt of the “Indemnifying Party”) prompt notice of each Claim for which it seeks indemnificationnotice, provided that failure or delay in providing such notice will not release setting out the Indemnifying Party from any obligations hereunder except amount due to the extent that Purchaser Indemnified Person and grounds of claim. (b) The Indemnitors shall have the Indemnifying Party is prejudiced by such failure. The Indemnified Parties will give the Indemnifying Party their reasonable cooperation in right to assume the defense of each any Third Party Claim for which indemnity is sought, with a counsel of its choice at any time within 30 (thirty) days after the Indemnifying Party’s expense. The Indemnifying Party will keep the Purchaser Indemnified Parties informed Persons have given notice of the status of each Claim. An Indemnified Third Party may participate in the defense at its own expense. The Indemnifying Party will control the defense or settlement of the Claim, provided that the Indemnifying PartyIndemnitors shall conduct the defense of the Third Party Claim as agent(s) of the Purchaser Indemnified Persons and shall act in a diligent manner. In the event the Indemnitors assume the defence of any Third Party Claim, the Indemnitors shall not be liable for any settlement of a Third Party Claim effected without the Indemnified Parties’ its prior written consent. (c) In the event the Indemnitors do not assume and conduct the defense of the Third Party Claim in accordance with Clause 9.6 (b) above: (a) will not enter into any settlement that; (i) includes any admission of guilt or wrongdoing by any the Purchaser Indemnified Party; (ii) imposes any financial obligations on any Indemnified Party that Indemnified Party is not obligated to pay under this Section 9; (iii) imposes any non-monetary obligations on any Indemnified Party; Persons may defend against and (iv) does not include a full and unconditional release of any Indemnified Parties; and (b) will not consent to the entry of judgmentany judgement or enter into any settlement with respect to, except the Third Party Claim in any manner it may deem appropriate; and (ii) the Indemnitors will remain liable to indemnify the Purchaser Indemnified Persons for a dismissal with prejudice any Damages that the Purchaser Indemnified Persons may incur resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided under Clause 9. Such indemnity shall be made by the Indemnitors to the Purchaser Indemnified Persons within 30 (Thirty) days of the Purchaser Indemnified Persons requiring the Indemnitors to make any payments at the option of the Purchaser, either to the Company and/or the Purchaser, pursuant to any loss or liability suffered by the Purchaser Indemnified Persons. (d) The liability of the Founders to indemnify the Purchaser Indemnified Persons pursuant to this Section shall be lower of , (i) aggregate of 50% of each of the First Tranche Consideration and the Second Tranche Consideration, actually received, by the Founders till the date of any Claim settled claim or (ii) US Dollars 25,000,000 (Twenty-five million US Dollars). (e) Notwithstanding anything contained in this Agreement, in the event of a breach of any representations and warranties of any of the Selling Shareholders in respect of their respective title to any of their Sale Shares, or where any claims are raised by any third parties in respect of any rights, interest or title to any of the Sale Shares, and any court or arbitrator or any other regulatory or governmental authority makes a determination in relation to such claim which may in any manner affect any rights of the Purchaser as described are attached to such Sale Shares under Applicable Laws, the Selling Shareholders shall jointly and severally indemnify the Purchaser upto the extent as provided in this sub-clause (e); Provided that, the liability of each Selling Shareholder to indemnify the Purchaser under this sub-clause (e) shall be limited to the following: (a) Each Selling Shareholder liable to indemnify the Purchaser shall only be liable to the extent of his/ her respective portion of Total Purchase Consideration received till the date of claim of indemnity, as are related to the Sale Shares that were sold by such indemnifying Selling Shareholder to the Purchaser under this Agreement, and (b) The liability of the Selling Shareholders shall not exceed such portion of the Total Purchase Consideration as it relates to the extent of the Sale Shares that are subject to the claim. It is clarified that the provisions of Clause 9.4(d) relating to the limits on indemnity and the requirement of actual losses to have been incurred/ suffered by the Purchaser shall not be applicable in respect of indemnity in the event of a breach of any representations and warranties of any of the Selling Shareholders in respect of title to any of the Sale Shares under this sub-clause (e). (f) The Purchaser shall not be entitled to seek indemnification from the Founders unless the total loss or liability at the first instance arising to the Purchaser Indemnified Persons on account of one or more claims for Damages exceeds an amount equivalent to USD 300,000 (Three hundred thousand US Dollars). The Indemnifying Party will ensure that After the initial claims up to the extent of USD 300,000 (Three hundred thousand US Dollars) which shall be borne by the Purchaser Indemnified Persons as provided above, any settlement into which it enters claim for any Claim is an amount not less than USD 50,000 (US Dollars Fifty thousand) made confidential, except where not permitted by applicable Lawthe Purchaser Indemnified Person shall be indemnified by the Indemnitors in accordance with this clause 9.

Process. The party(ies) seeking indemnification pursuant to this Section 9 8 (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) will give the other Party (the “Indemnifying Party”) prompt notice of each Claim for which it seeks indemnification, provided that failure or delay in providing such notice will not release the Indemnifying Party from any obligations hereunder except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Parties will give the Indemnifying Party their reasonable cooperation in the defense of each Claim for which indemnity is sought, at the Indemnifying Party’s expense. The Indemnifying Party will keep the Indemnified Parties informed of the status of each Claim. An Indemnified Party may participate in the defense at its own expense. The Indemnifying Party will control the defense or settlement of the Claim, provided that the Indemnifying Party, without the Indemnified Parties’ prior written consent: (a) will not enter into any settlement that; (i) includes any admission of guilt or wrongdoing by any Indemnified Party; (ii) imposes any financial obligations on any Indemnified Party that Indemnified Party is not obligated to pay under this Section 98; (iii) imposes any non-monetary obligations on any Indemnified Party; and (iv) does not include a full and unconditional release of any Indemnified Parties; and (b) will not consent to the entry of judgment, except for a dismissal with prejudice of any Claim settled as described in (a). The Indemnifying Party will ensure that any settlement into which it enters for any Claim is made confidential, except where not permitted by applicable Law.

Process. The party(iesParty(ies) seeking indemnification pursuant to this Section 9 7 (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) will give the other Party (the “Indemnifying Party”) prompt notice of each Claim for which it seeks indemnification, provided that failure or delay in providing such notice will not release the Indemnifying Party from any obligations hereunder except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Parties will give the Indemnifying Party their reasonable cooperation in the defense of each Claim for which indemnity is sought, at the Indemnifying Party’s expense. The Indemnifying Party will keep the Indemnified Parties informed of the status of each Claim. An Indemnified Party may participate in the defense at its own expense. The Indemnifying Party will control the defense or settlement of the Claim, provided that the Indemnifying Partythat, without the Indemnified Parties’ prior written consent, the Indemnifying Party: (a) will not enter into any settlement that; : (i) includes any admission of guilt or wrongdoing by any Indemnified Party; (ii) imposes any financial obligations on any Indemnified Party that Indemnified Indemnifying Party is not obligated to pay under this Section 9; (iii) imposes any non-monetary obligations on any Indemnified Party; and (iv) does not include a full and unconditional release of any Indemnified Parties; and (b) will not consent to the entry of judgment, except for a dismissal with prejudice of any Claim settled as described in (a). The Indemnifying Party will ensure that any settlement into which it enters for any Claim is made confidential, except where not permitted by applicable Law.7;

Process. The party(ies) seeking indemnification pursuant to this Section 9 8 (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) will give the other Party (the “Indemnifying Party”) prompt notice of each Claim for which it seeks indemnification, provided that failure or delay in providing such notice will not release the Indemnifying Party from any obligations hereunder except to the extent that extentthat the Indemnifying Party is prejudiced by such failure. The Indemnified Parties will give the Indemnifying Party their reasonable cooperation in the defense of each Claim for which indemnity is sought, at the Indemnifying Party’s expense. The Indemnifying Party will keep the Indemnified Parties informed of the status of each Claim. An Indemnified Party may participate in the defense at its own expense. The Indemnifying Party will control the defense or settlement of the Claim, provided that the Indemnifying Party, without the Indemnified PartiesIndemnifiedParties’ prior written consent: (a) will not enter into any settlement that; ; (i) includes any admission of guilt or wrongdoing by any Indemnified Party; (ii) imposes any financial obligations on any Indemnified Party that Indemnified Party is not obligated to pay under this Section 98; (iii) imposes any non-non- monetary obligations on any Indemnified anyIndemnified Party (except with respect to restriction of use of the Infringing Product where Licensor is the Indemnifying Party); and (iv) does not include a full and unconditional release of any Indemnified Parties; and (b) will not consent to the entry of judgment, except for a dismissal with prejudice of any Claim settled as described in (a). The Indemnifying Party will ensure that any settlement into which it enters for any Claim is made ismade confidential, except where not permitted by applicable Law.

Process. The party(ies) seeking indemnification pursuant to this Section 9 (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) will give the other Party (the “Indemnifying Party”) prompt notice of each Claim for which it seeks indemnification, provided that failure or delay in providing such notice will not release the Indemnifying Party from any obligations hereunder except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Parties will give the Indemnifying Party their reasonable cooperation in the defense of each Claim for which indemnity is sought, at the Indemnifying Party’s expense. The Indemnifying Party will keep the Indemnified Parties informed of the status of each Claim. An Indemnified Party may participate in the defense at its own expense. The Indemnifying Party will control the defense or settlement of the Claim, provided that the Indemnifying Party, without the Indemnified Parties’ prior written consent: (a) will not enter into any settlement that; (i) includes any admission of guilt or wrongdoing wrong doing by any Indemnified Party; (ii) imposes any financial obligations on any Indemnified Party that Indemnified Party is not obligated to pay under this Section 9; (iii) imposes any non-monetary obligations on any Indemnified Party; and (iv) does not include a full and unconditional release of any Indemnified Parties; and (b) will not consent to the entry of judgment, except for a dismissal with prejudice of any Claim settled as described in (a). The Indemnifying Party will ensure that any settlement into which it enters for any Claim is made confidential, except where not permitted by applicable Law.;

Process. The party(iesA party’s obligations under Section 13.1 or 13.2 (as applicable) seeking indemnification pursuant to this Section 9 are conditioned on the indemnified party (each, an “Indemnified Party” and collectively, the “Indemnified PartiesIndemnitee”) will give providing the other Party indemnifying party (the “Indemnifying PartyIndemnitor”) with (i) prompt written notice of each Claim for which it seeks indemnificationany third-party claim; provided, provided that however, failure or delay in providing such to give notice will does not release relieve the Indemnifying Party from any obligations hereunder Indemnitor of its indemnification responsibilities except to the extent that the Indemnifying Party Indemnitee is prejudiced materially damaged by such failure. The Indemnified Parties will give the Indemnifying Party their reasonable cooperation in failure to provide prompt notice, (ii) sole control over the defense of each Claim for which indemnity is sought, at the Indemnifying Party’s expense. The Indemnifying Party will keep claim and any related settlement negotiations and media exposure regarding the Indemnified Parties informed of the status of each Claim. An Indemnified Party may participate in the defense at its own expense. The Indemnifying Party will control the defense or settlement of the Claimclaims and allegations, provided that the Indemnifying Party, without the Indemnified Parties’ prior written consent: (a) Indemnitor will not enter into any settlement that; that imposes obligations or restrictions on the Indemnitee (i) includes any admission of guilt or wrongdoing by any Indemnified Party; (ii) imposes any financial other than obligations on any Indemnified Party that Indemnified Party is not obligated to pay under this Section 9; monies which are to be satisfied by the Indemnitor) without the Indemnitee’s prior written consent, such consent not to be unreasonably withheld, delayed or conditioned, and (iii) imposes reasonable cooperation, at the Indemnitor’s expense, in such defense or settlement. The Indemnitee will take reasonable measures to mitigate any and all costs and damages that may arise from any claim subject to Section 13.1 or 13.2 (as applicable) and will not compromise or settle any such claim without the prior written consent of the Indemnitor. The Indemnitor will be relieved of its obligations under Section 13.1 or 13.2 (as applicable) to the extent a third-party claim arises from, relates to, or would have been avoided but for the Indemnitee’s negligence, willful misconduct or breach of this Agreement. The non-monetary obligations on any Indemnified Party; controlling party may (at its own expense) participate in the defense and settlement with its own counsel. Indemnitee may assume control of defense if Indemnitor fails to assume control of the defense within thirty (iv30) does not include a full and unconditional release days after it receives written notice of any Indemnified Parties; and (b) will not consent to the entry of judgment, except for a dismissal with prejudice of any Claim settled as described in (a). The Indemnifying Party will ensure that any settlement into which it enters for any Claim is made confidential, except where not permitted by applicable Lawthird-party claim.

Process. The party(ies) seeking indemnification pursuant to this Section Clause 9 (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) will give the other Party party (the “Indemnifying Party”) prompt notice of each Claim for which it seeks indemnification, provided that failure or delay in providing such notice will not release the Indemnifying Party from any obligations hereunder except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Parties will give the Indemnifying Party their reasonable cooperation in the defense of each Claim for which indemnity is sought, at the Indemnifying Party’s expense. The Indemnifying Party will keep the Indemnified Parties informed of the status of each Claim. An Indemnified Party may participate in the defense at its own expense. The Indemnifying Party will control the defense or settlement of the Claim, provided that the Indemnifying Party, without the Indemnified Parties’ prior written consent: (a) will not enter into any settlement that; (i) includes any admission of guilt or wrongdoing by any Indemnified Party; (ii) imposes any financial obligations on any Indemnified Party that Indemnified Party is not obligated to pay under this Section Clause 9; (iii) imposes any non-monetary obligations on any Indemnified Party; and (iv) does not include a full and unconditional release of any Indemnified Parties; and (b) will not consent to the entry of judgment, except for a dismissal with prejudice of any Claim settled as described in (a). The Indemnifying Party will ensure that any settlement into which it enters for any Claim is made confidential, except where not permitted by applicable Law.

Process. The party(ies) seeking indemnification pursuant to this Section 9 (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) will give the other Party (the “Indemnifying Party”) prompt notice of each Claim for which it seeks indemnification, provided that failure or delay in providing such notice will not release the Indemnifying Party from any obligations hereunder except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Parties will give the Indemnifying Party their reasonable cooperation in the defense of each Claim for which indemnity is sought, at the Indemnifying Party’s expense. The Indemnifying Party will keep the Indemnified Parties informed of the status of each Claim. An Indemnified Party may participate in the defense at its own expense. The Indemnifying Party will control the defense or settlement of the Claim, provided that the Indemnifying Party, without the Indemnified Parties’ prior written consent: (a) will not enter into any settlement that; (i) includes any admission of guilt or wrongdoing by any Indemnified Party; (ii) imposes any financial obligations on any Indemnified Party that Indemnified Party is not obligated to pay under this Section 9; (iii) imposes any non-monetary obligations on any Indemnified Party; and (iv) does not include a full and unconditional release of any Indemnified Parties; and (b) will not consent to the entry of judgment, except for a dismissal with prejudice of any Claim settled as described in (a). The Indemnifying Party will ensure that any settlement into which it enters for any Claim is made confidential, except where not permitted by applicable Law.;

Process. The party(ies) seeking indemnification pursuant to this Section 9 7 (Indemnification) (each, an “"Indemnified Party” " and collectively, the “"Indemnified Parties”") will give Provider (or its successor or assign), as the other Party indemnifying party pursuant to Section 7.1 (Provider Indemnity) (the “"Indemnifying Party”"), sole control over the defense and/or settlement of each Claim (subject to the provisions of this Section 7.2 (Process) below), prompt notice of each Claim for which it seeks indemnification, provided that failure or delay in providing such notice will not release the Indemnifying Party from any obligations hereunder except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Parties will give the Indemnifying Party their reasonable cooperation in the defense of each Claim for which indemnity is sought, at the Indemnifying Party’s 's expense. The Indemnifying Party will keep the Indemnified Parties informed of the status of each Claim. An Notwithstanding anything to the contrary, an Indemnified Party may participate in the defense at its own expense. The Indemnifying Party will control the defense or settlement of the Claim, provided that the Indemnifying Party, without the Indemnified Parties’ ' prior written consent: (a) will not enter into any settlement that; that (i) includes any admission of guilt or wrongdoing by any Indemnified Party; , (ii) imposes any financial obligations on any Indemnified Party that Indemnified Party is not obligated to pay under this Section 9; 7 (Indemnification), (iii) imposes any non-monetary obligations on any Indemnified Party; , and (iv) does not include a full and unconditional release of any Indemnified Parties; and (b) will not consent to the entry of judgment, except for a dismissal with prejudice of any Claim settled as described in clause (a) of this Section 7.2 (Process). The Indemnifying Party will ensure that any settlement into which it enters for any Claim is made confidential, except where not permitted by applicable Lawlaw.

Process. The party(iesParty(ies) seeking indemnification pursuant to this Section 9 (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) will give the other Party (the “Indemnifying Party”) prompt notice of each Claim for which it seeks indemnification, provided that failure or delay in providing such notice will not release the Indemnifying Party from any obligations hereunder except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Parties will give the Indemnifying Party their reasonable cooperation in the defense of each Claim for which indemnity is sought, at the Indemnifying Party’s expense. The Indemnifying Party will keep the Indemnified Parties informed of the status of each Claim. An Indemnified Party may participate in the defense at its own expense. The Indemnifying Party will control the defense or settlement of the Claim, provided that the Indemnifying Party, without the Indemnified theIndemnified Parties’ prior written consent: (a) will not enter into any settlement that; (i) includes any admission of guilt or wrongdoing by any Indemnified Party; (ii) imposes any financial obligations on any Indemnified Party that Indemnified Party is not obligated to pay under this Section 9; (iii) imposes any non-monetary obligations on any Indemnified Party; and (iv) does not include a full and unconditional release of any Indemnified Parties; and (b) will not consent to the entry of judgment, except for a dismissal with prejudice of any Claim settled as described in (a). The Indemnifying Party will ensure that any settlement into which it enters for any Claim is made confidential, except where not permitted by applicable Law.

Process. The party(ies) seeking indemnification pursuant to this Section 9 (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) will give the other Party (the “Indemnifying Party”) prompt notice of each Claim for which it seeks indemnification, provided that failure or delay in providing such notice will not release the Indemnifying Party from any obligations hereunder except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Parties will give the Indemnifying Party their reasonable cooperation in the defense of each Claim for which indemnity is sought, at the Indemnifying Party’s expense. The Indemnifying Party will keep the Indemnified Parties informed of the status of each Claim. An Indemnified Party may participate in the defense at its own expense. The Indemnifying Party will control the defense or settlement of the Claim, provided that the Indemnifying Party, without the Indemnified Parties’ prior written consent: (a) will not enter into any settlement that; (i) includes any admission of guilt or wrongdoing by any Indemnified Party; (ii) imposes any financial obligations on any Indemnified Party that Indemnified Party is not obligated to pay under this Section 9; (iii) imposes any non-monetary obligations on any Indemnified Party; and (iv) does not include a full and unconditional release of any Indemnified Parties; and (b) will not consent to the entry of judgment, except for a dismissal with prejudice of any Claim settled as described in (a). The Indemnifying Party will ensure that any settlement into which it enters for any Claim is made confidential, except where not permitted by applicable Law.and

Process. The party(ies) seeking indemnification pursuant to this Section 9 8 (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) will give the other Party (the “Indemnifying Party”) prompt notice of each Claim for which it seeks indemnification, provided that failure or delay in providing such notice will not release the Indemnifying Party from any obligations hereunder except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Parties will give the Indemnifying Party their reasonable cooperation in the defense of each Claim for which indemnity is sought, at the Indemnifying Party’s expense. The Indemnifying Party will keep the Indemnified Parties informed of the status of each Claim. An Indemnified Party may participate in the defense at its own expense. The Indemnifying Party will control the defense or settlement of the Claim, provided that the Indemnifying Party, without the Indemnified Parties’ prior written consent: (a) will not enter into any settlement that; (i) includes any admission of guilt or wrongdoing by any Indemnified Party; (ii) imposes any financial obligations on any Indemnified Party that Indemnified Party is not obligated to pay under this Section 98; (iii) imposes any non-monetary obligations on any Indemnified Party (except with respect to restriction of use of the Infringing Product where Licensor is the Indemnifying Party); and (iv) does not include a full and unconditional release of any Indemnified Parties; and and (b) will not consent to the entry of judgment, except for a dismissal with prejudice of any Claim settled as described in (a). The Indemnifying Party will ensure that any settlement into which it enters for any Claim is made confidential, except where not permitted by applicable Law.

Process. The party(ies) seeking indemnification pursuant to this Section 9 (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) will give the other Party (the “Indemnifying Party”) prompt notice of each Claim for which it seeks indemnification, provided that failure or delay in providing such notice will not release the Indemnifying Party from any obligations hereunder except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Parties Party will (a) give the Indemnifying Party their reasonable cooperation prompt written notice of the applicable Claim and (b) allow the indemnifying Party to exclusively control the defense thereof and all related negotiations. The indemnified Party will reasonably cooperate 18 ACTIVE/96105181.2 [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED with the Indemnifying Party in the defense of each the Claim for which indemnity is sought, at the Indemnifying Party’s expenseand all related negotiations. The Indemnifying Party will keep the Indemnified Parties informed of the status of each Claim. An Indemnified Party may participate in the defense at its own expense. The Indemnifying Party will control the defense or settlement of the Claim, provided that the Indemnifying Party, without the Indemnified Parties’ prior written consent: (a) will not enter into any stipulated judgment or settlement thatthat purports to bind the Indemnified Party (or any other indemnified person or entity) without the indemnified Party’s express written authorization, which will not be unreasonably withheld or delayed. Sole and Exclusive Remedy. The indemnity obligations and terms in Section 15 represent the sole and exclusive remedy of Indemnified Party and the entire liability and obligation of indemnifying Party with respect to infringement or claims of infringement of any intellectual property right by, as applicable, any PTC Product or Selling Party’s Product or by its distribution, operation, use or receipt. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR THAT RELATE IN ANY WAY TO THIS AGREEMENT OR ITS PERFORMANCE. THIS EXCLUSION WILL APPLY REGARDLESS OF THE LEGAL THEORY UPON WHICH ANY CLAIM FOR SUCH DAMAGES IS BASED, WHETHER THE PARTIES OR ANY AFFILIATE HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER SUCH DAMAGES WERE REASONABLY FORESEEABLE, OR WHETHER APPLICATION OF THE EXCLUSION CAUSES ANY REMEDY TO FAIL OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL EITHER PARTY’S MAXIMUM, CUMULATIVE LIABILITY FOR ALL DAMAGES UNDER THIS AGREEMENT EXCEED THE GREATER OF (A) THE AMOUNT EQUAL TO THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY RA TO PTC AND BY PTC TO RA HEREUNDER IN THE [***] PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO DAMAGES AND (B) [***]. THE EXCLUSIONS, DISCLAIMERS AND LIMITATIONS IN THIS SECTION 16.1 WILL NOT APPLY TO (A) EITHER PARTY’S LIABILITY TO THE EXTENT ARISING OUT OF A BREACH BY A PARTY OR ANY OF ITS AFFILIATES OF ITS CONFIDENTIALITY OBLIGATIONS IN SECTION 17.1, (B) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 15.1(a) OR (C) USE OR DISTRIBUTION BY A PARTY OR ANY OF ITS AFFILIATES OF THE OTHER PARTY’S PRODUCTS OR SERVICES OTHER THAN AS EXPRESSLY PERMITTED BY THIS AGREEMENT. THE LIMITATIONS OF LIABILITY STATED IN THIS SECTION 16 ARE INDEPENDENT OF ANY REMEDIES AND, NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF SUCH REMEDIES, WILL REMAIN IN FULL FORCE AND EFFECT. Confidential Information; Feedback. 19 ACTIVE/96105181.2 [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Confidentiality. Each Party acknowledges that while performing its obligations under the Agreement it and its Affiliates may have access to the other Party’s or its Affiliates’ Confidential Information. With respect to all Confidential Information, the Parties agree as follows: The Receiving Party may use the Confidential Information only to exercise its rights and perform its obligations under the Agreement. The Receiving Party must use the same care to protect the Disclosing Party’s Confidential Information as it uses to protect its own Confidential Information. In no event will the Receiving Party fail to use reasonable care to avoid unauthorized use, including disclosure, loss, or alteration of the Disclosing Party’s Confidential Information. Copies the Receiving Party makes of Confidential Information must contain the same confidential or proprietary notices or legends as the original. Either Party may disclose the other Party’s Confidential Information to its respective employees, Affiliates, agents, contractors and legal representatives only to the extent they have a need to know and an obligation to protect the Confidential Information that is at least as restrictive as the Agreement. The Receiving Party is responsible for compliance with this Agreement by all persons or entities to which it grants access to Confidential Information, and will advise them of their obligations under this Agreement prior to disclosing the Confidential Information. Upon termination or expiration of this Agreement or upon cessation of work or written request, the Receiving Party will return or destroy or cause to be destroyed, at its option, all Confidential Information of the Disclosing Party, including Confidential Information disclosed under Section 17.1(b) to an Affiliate, agent, contractor and legal representative. The Receiving Party may retain only such copies as are reasonably required to comply with applicable law and document retention requirements and any such copies must be maintained consistent with the terms of this Agreement. Any destruction will be by shredding or secure erasure using current, commercially-reasonable methods. Upon request of the Disclosing Party, the Receiving Party will furnish an officer’s certificate certifying that the Disclosing Party’s Confidential Information has been returned or destroyed. Terms of Agreement. Neither Party nor any of its Affiliates will disclose any of the terms of this Agreement to any third party without the prior written consent of the other Party. Notwithstanding the foregoing, either Party and its Affiliates may disclose such terms to (i) includes any admission its accountants, advisors and other professional representatives who have a “need-to- know” solely for the purpose of guilt providing services to such Party or wrongdoing by any Indemnified Party; Affiliate and (ii) imposes existing and potential investors, lenders and acquirers and the accountants, advisors and other professional representatives of any financial obligations on of the foregoing; provided, however, that in the 20 ACTIVE/96105181.2 [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED case of this clause (ii) any Indemnified such recipient is bound by a written agreement (or in the case of attorneys or other professional advisors, formal ethical duties) requiring such recipients not to disclose the terms of this Agreement to any third party and to use such terms only for purposes of evaluating the applicable investment, loan or acquisition. In addition, the terms of this Agreement may be disclosed as otherwise required pursuant to applicable law, regulation, stock market or stock exchange rule or rule of a self-regulatory organization (e.g., rules or regulations of the United States Securities and Exchange Commission, the Nasdaq or the NYSE) or legal process (including, without limitation, by interrogatory, subpoena, request for documents, civil investigative demand, formal request from a regulatory examiner or other similar process); provided that a Party that Indemnified or Affiliate proposing to make such a disclosure as required by law, rule, regulation or legal process will, to the extent legally permissible and practical, (i) inform the other Party is not obligated a reasonable time prior to pay under such required disclosure, (ii) provide the other Party with a copy of the text of such proposed disclosure sufficiently in advance of the proposed disclosure to afford such other Party a reasonable opportunity to review and comment upon the proposed disclosure (including, if applicable, the redacted version of this Section 9; Agreement) and (iii) imposes if requested, reasonably cooperate in an effort by the other Party to seek confidential treatment or a protective order for such disclosure. In the event that confidential treatment or another remedy is not obtained, the Party proposing to make such disclosure may disclose only such information which such Party is required to be disclosed and to only those persons to whom such Party is required to receive such information. Exception for Legal Process. The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, stock market or stock exchange rule or rule of a self-regulatory organization (e.g., rules or regulations of the United States Securities and Exchange Commission, the Nasdaq or the NYSE) or legal process (including, without limitation, by interrogatory, subpoena, request for documents, civil investigative demand, formal request from a regulatory examiner or other similar process), but, to the extent legally permissible and practical, the Receiving Party must give the Disclosing Party prompt notice of the required disclosure (prior to the required disclosure, if possible) and, if requested, reasonably cooperate with the Disclosing Party in obtaining a protective order. Injunctive Relief. Each Party agrees that the wrongful disclosure of Confidential Information may cause irreparable injury that is inadequately compensable in monetary damages. Accordingly, either Party may seek injunctive relief in any non-monetary obligations on court of competent jurisdiction for the breach or threatened breach of this Section in addition to any Indemnified Party; other remedies in law or equity, and (iv) does not include a full and unconditional release of any Indemnified Parties; and (b) the other Party will not consent raise the defense of an adequate remedy at law. Feedback. Neither Party nor its Affiliates will have an obligation to provide the entry other Party or its Affiliates with suggestions, comments or other feedback relating to any product, technology or service of judgmentthe other Party or its Affiliates (collectively, except for a dismissal with prejudice of any Claim settled as described in (a“Feedback”). The Indemnifying In the event either Party will ensure that or any settlement into which it enters for any Claim is made confidentialof its Affiliates (collectively, except where not permitted by applicable Law.the “Feedback Provider”) provides Feedback to 21 ACTIVE/96105181.2

Process. The party(ies) seeking indemnification pursuant to this Section 9 (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) will give the other Party (the “Indemnifying Party”) prompt written notice of each Claim for which it seeks indemnificationindemnification (including, without limitation, a brief description of the amount and basis for the claim, if known), provided that failure or delay in providing such notice will not release the Indemnifying Party from any obligations hereunder except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Parties will give Upon receiving such notice, the Indemnifying Party their reasonable cooperation in the defense of each Claim for which indemnity is sought, at the Indemnifying Party’s expense. The Indemnifying Party will keep shall be obligated to defend the Indemnified Parties informed against the Claim, and shall be entitled to assume control of the status of each Claim. An Indemnified Party may participate in the defense at its own expense. The Indemnifying Party will control the defense or settlement of the Claim, provided that the Indemnifying Party, without the Indemnified Parties’ prior written consent: (a) will not enter into any settlement that; (i) includes any admission of guilt or wrongdoing by any Indemnified Party; (ii) imposes any financial obligations on any Indemnified Party that Indemnified Party is not obligated to pay under this Section 9; (iii) imposes any non-monetary obligations on any Indemnified Party; and (iv) does not include a full and unconditional release of any Indemnified Parties; and (b) will not consent to the entry of judgment, except for a dismissal with prejudice of any Claim settled as described in (a). The Indemnified Parties will give the Indemnifying Party their reasonable cooperation in the defense of each Claim for which indemnity is sought, at the Indemnifying Party’s expense. The Indemnifying Party will keep the Indemnified Parties reasonably informed of the status of each Claim. An Indemnified Party may participate in the defense and settlement of the Claim at its own expense, using its own counsel, but without any right of control. The Indemnifying Party will ensure that any settlement into which it enters for any Claim is made confidential, except where not permitted by applicable Law.

Process. The party(iesParty(ies) seeking indemnification pursuant to this Section 9 10 (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) will give the other Party (the “Indemnifying Party”) prompt notice of each Claim for which it seeks indemnification, provided that failure or delay in providing such notice will not release the Indemnifying Party from any obligations hereunder except to the extent theextent that the Indemnifying Party is prejudiced by such failure. The Indemnified Parties will give the Indemnifying Party their reasonable cooperation in the defense of each Claim for which indemnity is sought, at the Indemnifying Party’s expense. The Indemnifying Party will keep the Indemnified Parties informed of the status of each Claim. An Indemnified Party may participate in the defense at its own expense. The Indemnifying Party will control the defense or settlement of the Claim, provided that the Indemnifying Party, without the Indemnified Parties’ prior written consent: , (a) will not enter into any settlement that; that (i) includes any admission of guilt or wrongdoing by any Indemnified Party; , (ii) imposes any financial obligations on any Indemnified Party that Indemnified Party is not obligated to pay under this Section 9; 10, (iii) imposes any non-non- monetary obligations on any Indemnified Party; , and (iv) does not include a full and unconditional release of any Indemnified Parties; and (b) will not consent to the entry of judgment, except for a dismissal with prejudice of any Claim settled as described in (a). The Indemnifying Party will ensure that any settlement into which it enters for any Claim is made confidential, except where not permitted by applicable Law.

Process. The party(ies) seeking indemnification pursuant to this Section 9 10 (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) will give the other Party (the “Indemnifying Party”) prompt notice of each Claim for which it seeks indemnification, provided that failure or delay in providing such notice will not release the Indemnifying Party from any obligations hereunder except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Parties will give the Indemnifying Party their reasonable cooperation in the defense of each Claim for which indemnity is sought, at the Indemnifying Party’s expense. The Indemnifying Party will keep the Indemnified Parties informed of the status of each Claim. An Indemnified Party may participate in the defense at its own expense. The Indemnifying Party will control the defense or settlement of the Claim, provided that the Indemnifying Party, without the Indemnified Parties’ prior written consent: (a) will not enter into any settlement that; (i) includes any admission of guilt or wrongdoing by any Indemnified Party; (ii) imposes any financial obligations on any Indemnified Party that Indemnified Party is not obligated to pay under this Section 9; (iii) imposes any non-monetary obligations on any Indemnified Party; and (iv) does not include a full and unconditional release of any Indemnified Parties; and (b) will not consent to the entry of judgment, except for a dismissal with prejudice of any Claim settled as described in (a). The Indemnifying Party will ensure that any settlement into which it enters for any Claim is made confidential, except where not permitted by applicable Law.

Process. The party(ies) seeking indemnification pursuant to this Section 9 (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) will give the other Party (the “Indemnifying Party”) prompt notice of each Claim for which it seeks indemnification, provided that failure or delay in providing such notice will not release the Indemnifying Party from any obligations hereunder except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Parties will give the Indemnifying Party their reasonable cooperation in the defense of each Claim for which indemnity is sought, at the Indemnifying Party’s 's expense. The Indemnifying Party will keep the Indemnified Parties informed of the status of each Claim. An Indemnified Party may participate in the defense at its own expense. The Indemnifying Party will control the defense or settlement of the Claim, provided that the Indemnifying Party, without the Indemnified Parties’ ' prior written consent: (a) will not enter into any settlement that; (i) includes any admission of guilt or wrongdoing by any Indemnified Party; (ii) imposes any financial obligations on any Indemnified Party that Indemnified Party is not obligated to pay under this Section 9; (iii) imposes any non-monetary obligations on any Indemnified Party; and (iv) does not include a full and unconditional release of any Indemnified Parties; and (b) will not consent to the entry of judgment, except for a dismissal with prejudice of any Claim settled as described in (a). The Indemnifying Party will ensure that any settlement into which it enters for any Claim is made confidential, except where not permitted by applicable Law.

Process. The party(ies) parties seeking indemnification pursuant to this Section 9 10 (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) will give the other Party (the “Indemnifying Party”) prompt notice of each Claim for which it seeks indemnification, provided that failure or delay in providing such notice will not release the Indemnifying Party from any obligations hereunder except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Parties will give the Indemnifying Party their reasonable cooperation in the defense of each Claim for which indemnity is sought, at the Indemnifying Party’s expense. The Indemnifying Party will keep the Indemnified Parties informed of the status of each Claim. An Indemnified Party may participate in the defense at its own expense. The Indemnifying Party will control the defense or settlement of the Claim, provided that the Indemnifying Party, without the Indemnified Parties’ prior written consent: (a) will not enter into any settlement that; (i) includes any admission of guilt or wrongdoing by any Indemnified Party; (ii) imposes any financial obligations on any Indemnified Party that Indemnified Party is not obligated to pay under this Section 910; (iii) imposes any non-monetary obligations on any Indemnified Party; and (iv) does not include a full and unconditional release of any Indemnified Parties; and (b) will not consent to the entry of judgment, except for a dismissal with prejudice of any Claim settled as described in (a). The Indemnifying Party will ensure that any settlement into which it enters for any Claim is made confidential, except where not permitted by applicable Law.

Process. The party(ies) seeking indemnification pursuant to this Section 9 8 (each, an “Indemnified ³Indemnified Party” and collectively´ DQG FROOInHdeFmWnifLieYd PHarOtie\s´ WZKLHO O³ JLYH WInKdemHn ifyRinWg KHU 3 Party´ SURPSW QRWLFH RI HDFiKfic ati&onO, the “Indemnified Parties”) will give the other Party (the “Indemnifying Party”) prompt notice of each Claim for which it seeks indemnification, provided that failure or delay in pDrovLidPed thIat RfaiUlur e oZr KdelLayFinK LW VHHN providing such notice will not release the Indemnifying Party from any obligations hereunder except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Parties will give the Indemnifying Party their reasonable cooperation in the defense of each Claim for which indemnity is sought, at the Indemnifying Party’s expense. The Indemnifying Party will keep the Indemnified Parties informed of the status ,QGHPQLI\LQJ 3DUW\¶V H[SHQVH 7KH ,QGHPQLI\LQJ 3DU of each Claim. An Indemnified Party may participate in the defense at its own expense. The Indemnifying Party will control the defense or settlement of the Claim, provided that the Indemnifying Party, without the Indemnified Parties’ prior written consent: (a) will not enter into any settlement that3DUWLHV¶ SULRU ZULWWHQ FttlRemQenVt tHhatQ; (iWi) includes any admission of guilt or i nc lud esDan y adZmiLssiOonOof guQilRt oWr wrongdoing by any Indemnified Party; (ii) imposes any financial obligations on any Indemnified Party that HQWHU Indemnified Party is not obligated to pay under this Section 98; (iii) imposes any non-monetary obligations on any Indemnified Party (except with respect to restriction of use of the Infringing Product where Licensor is the Indemnifying Party); and (iv) does not include a full and unconditional release of any Indemnified Parties; and and (b) will not consent to the entry of judgment, except for a dismissal with prejudice of any Claim settled as described in (a). The Indemnifying Party will ensure that any settlement into which it enters for any Claim is made confidential, except where not permitted by applicable Law.

Process. The party(ies) seeking indemnification pursuant to this Section Clause 9 (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) will give the other Party party (the “Indemnifying Party”) prompt notice of each Claim for which it seeks indemnification, provided that failure or delay in providing such notice will not release the Indemnifying Party from any obligations hereunder except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Parties will give the Indemnifying Party their reasonable cooperation in the defense of each Claim for which indemnity is sought, at the Indemnifying Party’s expense. The Indemnifying Party will keep the Indemnified Parties informed of the status of each Claim. An Indemnified Party may participate in the defense at its own expense. The Indemnifying Party will control the defense or settlement of the Claim, provided that the Indemnifying Party, without the Indemnified Parties’ prior written consent: (a) will not enter into any settlement that; (i) includes any admission of guilt or wrongdoing by any Indemnified Party; (ii) imposes any financial obligations on any Indemnified Party that Indemnified Party is not obligated to pay under this Section Clause 9; (iii) imposes any non-monetary obligations on any Indemnified Party; and (iv) does not include a full and unconditional release of any Indemnified Parties; and (b) will not consent to the entry of judgment, except for a dismissal with prejudice of any Claim settled as described in (a). The Indemnifying Party will ensure that any settlement into which it enters for any Claim is made confidential, except where not permitted by applicable Law.and

Process. The party(ies) seeking indemnification pursuant to this Section 9 10 (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) will give the other Party (the “Indemnifying Party”) prompt notice of each Claim for which it seeks indemnification, provided that failure or delay in providing such notice will not release the Indemnifying Party from any obligations hereunder except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Parties will give the Indemnifying Party their reasonable cooperation in the defense of each Claim for which indemnity is sought, at the Indemnifying Party’s expense. The Indemnifying Party will keep the Indemnified Parties informed of the status of each Claim. An Indemnified Party may participate in the defense at its own expense. The Indemnifying Party will control the defense or settlement of the Claim, provided that the Indemnifying Party, without the Indemnified Parties’ prior written consent: (a) will not enter into any settlement that; (i) includes any admission of guilt or wrongdoing by any Indemnified Party; (ii) imposes any financial obligations on any Indemnified Party that Indemnified Party is not obligated to pay under this Section 910; (iii) imposes any non-monetary obligations on any Indemnified Party; and (iv) does not include a full and unconditional release of any Indemnified Parties; and and (b) will not consent to the entry of judgment, except for a dismissal with prejudice of any Claim settled as described in (a). The Indemnifying Party will ensure that any settlement into which it enters for any Claim is made confidential, except where not permitted by applicable Law.

Process. The party(ies) seeking indemnification pursuant to this Section 9 7 (Indemnification) (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) will give Provider (or its successor or assign), as the other Party indemnifying party pursuant to Section 7.1 (Provider Indemnity) (the “Indemnifying Party”), sole control over the defense and/or settlement of each Claim (subject to the provisions of this Section 7.2 (Process) below), prompt notice of each Claim for which it seeks indemnification, provided that failure or delay in providing such notice will not release the Indemnifying Party from any obligations hereunder except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Parties will give the Indemnifying Party their reasonable cooperation in the defense of each Claim for which indemnity is sought, at the Indemnifying Party’s expense. The Indemnifying Party will keep the Indemnified Parties informed of the status of each Claim. An Notwithstanding anything to the contrary, an Indemnified Party may participate in the defense at its own expense. The Indemnifying Party will control the defense or settlement of the Claim, provided that the Indemnifying Party, without the Indemnified Parties’ prior written consent: : (a) will not enter into any settlement that; that (i) includes any admission of guilt or wrongdoing by any Indemnified Party; , (ii) imposes any financial obligations on any Indemnified Party that Indemnified Party is not obligated to pay under this Section 9; 7 (Indemnification), (iii) imposes any non-monetary obligations on any Indemnified Party; , and (iv) does not include a full and unconditional release of any Indemnified Parties; and (b) will not consent to the entry of judgment, except for a dismissal with prejudice of any Claim settled as described in clause (a) of this Section 7.2 (Process). The Indemnifying Party will ensure that any settlement into which it enters for any Claim is made confidential, except where not permitted by applicable Lawlaw.

Process. The party(ies) seeking If either Party seeks indemnification pursuant to this Section 9 (each, an the “Indemnified Party” and collectively, the “Indemnified Parties”) will give from the other Party (the “Indemnifying Party”) pursuant to Section 9.1 or Section 9.2, as applicable, the Indemnified Party shall: (a) give prompt written notice of each Claim for which it seeks indemnification, provided that failure or delay in providing such notice will not release to the Indemnifying Party of the Claim; provided that the failure to notify the Indemnifying Person shall not relieve it from any obligations hereunder liability that it may have under this Section 9 except to the extent that the Indemnifying Party is it has been materially prejudiced by such failure; and (b) grant to the Indemnifying Party sole control of the defense or settlement of such Claim; provided, however, that (x) Expedia Parent shall control any Claims relating to Expedia Travel Solution Taxes, any additional Taxes imposed on or payable by Expedia or any of its Affiliates arising out of failure by Decolar, with respect to any Expedia-Sourced Travel Bookings booked after the date of this Agreement, to display Taxes as provided by Expedia in accordance with Section 6.1,Expedia Incremental Taxes and Expedia Travel Unclaimed Property Liabilities and shall keep Decolar reasonably informed about material developments with respect to such Claims as reasonably requested by Decolar and (y) except with respect to Claims relating to Taxes described in clause (x) above, the Indemnifying Party shall not settle any Claim without the Indemnified Party’s prior written approval (not to be unreasonably withheld) where such settlement would involve an admission of wrongdoing by or result in continuing liability for the Claim on the Indemnified Party. The Indemnified Parties will give the Indemnifying Party their reasonable cooperation in the defense of each Claim for which indemnity is soughtshall, at the Indemnifying Party’s expense, reasonably cooperate with the Indemnifying Party in the provision of any information or assistance reasonably requested by the Indemnifying Party. The Indemnifying Party will shall keep the Indemnified Parties informed Party advised of the status of each Claim. An any such Claim and of its defense or settlement negotiation efforts, and shall afford the Indemnified Party may a reasonable opportunity to review and comment on significant actions planned to be taken by the Indemnifying Party on behalf of the Indemnified Party. The Indemnified Party shall have the right to select its own counsel to participate in the defense at its own expense. The expense in any such defense without waiving the indemnification provided by the Indemnifying Party will control the defense or settlement of the ClaimParty; provided, provided however, that the Indemnifying PartyParty retains sole control of the defense and, without solely with respect to the Indemnified Parties’ prior written consent: (a) will payment of monetary amounts and not enter into any settlement that; (i) includes with respect to any admission of guilt liability or wrongdoing by any Indemnified Party; (ii) imposes any financial obligations on any Indemnified Party that Indemnified Party is not obligated to pay under this Section 9; (iii) imposes any non-monetary obligations on any Indemnified Party; and (iv) does not include a full and unconditional release other requirement, the settlement of any Indemnified Parties; and (b) will not consent such Claim to the entry of judgment, except for a dismissal with prejudice of any Claim settled as described in (a). The Indemnifying Party will ensure that any settlement into which it enters for any Claim is made confidential, except where not permitted extent covered by applicable Lawthe indemnification provided herein.

Process. The party(ies) seeking Indemnifying Party’s indemnification pursuant to obligation under this Section 9 (each, an “11 is subject to the Indemnified Party” and collectively, the “Indemnified Parties”) will give the other Party (the “Indemnifying Party”) prompt notice of each Claim for which it seeks indemnification, provided that failure or delay in providing such notice will not release notifying the Indemnifying Party from promptly in writing of the Claim and permit the Indemnifying Party, using counsel selected by the Indemnifying Party (provided, however, the Indemnified Party may raise reasonable objections to such counsel and the parties will discuss the objections in good faith), to answer and defend the Claim (although the Indemnified Party’s failure to notify the Indemnifying Party will not relieve the Indemnifying Party of any obligations hereunder liability under this Section 11, except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Parties will give the Indemnifying Party their reasonable cooperation in the defense of each Claim for which indemnity is sought, at failure materially prejudices the Indemnifying Party’s expenseability to defend such Claims). The Indemnified Party will refrain from stipulating, admitting, or acknowledging any fault or liability under the Claim without the Indemnifying Party’s consent, and, on the Indemnifying Party’s reasonable request, also provide the Indemnifying Party with reasonable assistance in defending the Claim (and the Indemnifying Party will reimburse the Indemnified Party for any out-of-pocket expenses incurred in providing that assistance). The Indemnifying Party will keep not stipulate, admit, or acknowledge any fault or liability on the Indemnified Parties informed of Party’s part without the status of each ClaimIndemnified Party’s express, prior written consent. An The Indemnified Party may participate in the defense of Claims at its own expense. The Indemnifying Party will control the defense or settlement expense and with counsel of the Claim, provided that the Indemnifying Party, without the Indemnified Parties’ prior written consent: (a) will not enter into any settlement that; (i) includes any admission of guilt or wrongdoing by any Indemnified Party; (ii) imposes any financial obligations on any Indemnified Party that Indemnified Party is not obligated to pay under this Section 9; (iii) imposes any non-monetary obligations on any Indemnified Party; and (iv) does not include a full and unconditional release of any Indemnified Parties; and (b) will not consent to the entry of judgment, except for a dismissal with prejudice of any Claim settled as described in (a). The Indemnifying Party will ensure that any settlement into which it enters for any Claim is made confidential, except where not permitted by applicable Lawits own choosing.

Process. The party(ies) seeking indemnification pursuant to this Section 9 (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) will give the other Party (the “Indemnifying Party”) prompt notice of each Claim for which it seeks indemnification, provided that failure or delay in providing such notice will not release the Indemnifying Party from any obligations hereunder except to the extent that extentthat the Indemnifying Party is prejudiced by such failure. The Indemnified Parties will give the Indemnifying Party their reasonable cooperation in the defense of each Claim for which indemnity is sought, at the Indemnifying Party’s expense. The Indemnifying Party will keep the Indemnified Parties informed of the status of each Claim. An Indemnified Party may participate in the defense at its own expense. The Indemnifying Party will control the defense or settlement of the Claim, provided that the Indemnifying Party, without the Indemnified PartiesIndemnifiedParties’ prior written consent: (a) will not enter into any settlement that; (i) includes any admission of guilt or wrongdoing by any Indemnified Party; (ii) imposes any financial obligations on any Indemnified Party that Indemnified Party is not obligated to pay under this Section 9; (iii) imposes any non-monetary obligations on any Indemnified Party; and (iv) does not include a full and unconditional release of any Indemnified Parties; and (b) will not consent to the entry of judgment, except for a dismissal with prejudice of any Claim settled as described in (a). The Indemnifying Party will ensure that any settlement into which it enters for any Claim is made confidential, except where not permitted by applicable Law.;

Process. The party(ies) seeking If either Party seeks indemnification pursuant to this Section 9 (each, an the “Indemnified Party” and collectively, the “Indemnified Parties”) will give from the other Party (the “Indemnifying Party”) pursuant to Section 9.1 or Section 9.2, as applicable, the Indemnified Party shall: (a) give prompt written notice of each Claim for which it seeks indemnification, provided that failure or delay in providing such notice will not release to the Indemnifying Party of the Claim; provided that the failure to notify the Indemnifying Person shall not relieve it from any obligations hereunder liability that it may have under this Section 9 except to the extent that the Indemnifying Party is it has been materially prejudiced by such failure; and (b) grant to the Indemnifying Party sole control of the defense or settlement of such Claim; provided, however, that (x) Expedia shall control any Claims relating to Expedia Travel Solution Taxes, any additional Taxes imposed on or payable by Expedia or any of its Affiliates arising out of failure by Decolar, with respect to any Expedia-Sourced Travel Bookings booked after the date of this Agreement, to display Taxes as provided by Expedia in accordance with Section 6.1, Expedia Incremental Taxes and Expedia Travel Unclaimed Property Liabilities and shall keep Decolar reasonably informed about material developments with respect to such Claims as reasonably requested by Decolar and (y) except with respect to Claims relating to Taxes described in clause (x) above, the Indemnifying Party shall not settle any Claim without the Indemnified Party’s prior written approval (not to be unreasonably withheld) where such settlement would involve an admission of wrongdoing by or result in continuing liability for the Claim on the Indemnified Party. The Indemnified Parties will give the Indemnifying Party their reasonable cooperation in the defense of each Claim for which indemnity is soughtshall, at the Indemnifying Party’s expense, reasonably cooperate with the Indemnifying Party in the provision of any information or assistance reasonably requested by the Indemnifying Party. The Indemnifying Party will shall keep the Indemnified Parties informed Party advised of the status of each Claim. An any such Claim and of its defense or settlement negotiation efforts and shall afford the Indemnified Party may a reasonable opportunity to review and comment on significant actions planned to be taken by the Indemnifying Party on behalf of the Indemnified Party. The Indemnified Party shall have the right to select its own counsel to participate in the defense at its own expense. The expense in any such defense without waiving the indemnification provided by the Indemnifying Party will control the defense or settlement of the ClaimParty; provided, provided however, that the Indemnifying PartyParty retains sole control of the defense and, without solely with respect to the Indemnified Parties’ prior written consent: (a) will payment of monetary amounts and not enter into any settlement that; (i) includes with respect to any admission of guilt liability or wrongdoing by any Indemnified Party; (ii) imposes any financial obligations on any Indemnified Party that Indemnified Party is not obligated to pay under this Section 9; (iii) imposes any non-monetary obligations on any Indemnified Party; and (iv) does not include a full and unconditional release other requirement, the settlement of any Indemnified Parties; and (b) will not consent such Claim to the entry of judgment, except for a dismissal with prejudice of any Claim settled as described in (a). The Indemnifying Party will ensure that any settlement into which it enters for any Claim is made confidential, except where not permitted extent covered by applicable Lawthe indemnification provided herein.

Process. The party(ies) seeking indemnification pursuant to this Section 9 (each, an “An Indemnified Party” and collectively, the “Indemnified Parties”) Party will give the other Party (the “Indemnifying Party”) prompt Manufacturer reasonable notice of each Claim for which it seeks indemnificationindemnity or defense, provided that failure or delay in providing to provide such notice will not release the Indemnifying Party Manufacturer from any obligations hereunder except to the extent that the Indemnifying Party Manufacturer is materially prejudiced by such failure. The Manufacturer will have the right to elect to assume the defense of any such Claim. If Manufacturer so elects, each Indemnified Parties Party will give the Indemnifying Party their reasonable cooperation reasonably cooperate in the defense of each Claim for which indemnity is soughtClaim, at the Indemnifying PartyManufacturer’s expense. The Indemnifying Party Manufacturer will keep use counsel reasonably satisfactory to Purchaser, and the Indemnified Parties informed of the status of each Claim. An Indemnified Party may will be entitled to participate in the defense at its or their own expense. The Indemnifying Party will If at any time Purchaser reasonably determines that a portion of any Claim might adversely affect any Indemnified Party, then, without limiting Manufacturer’s indemnity obligations, Purchaser may take control of the defense or settlement of that portion of the Claim, provided and in such event Purchaser and its counsel will proceed diligently and in good faith with that the Indemnifying Party, defense while reasonably cooperating with Manufacturer and its counsel. Manufacturer will not settle any Claim without the Indemnified Parties’ Purchaser’s prior written consent, which may not be unreasonably withheld, conditioned or delayed, unless: (ax) will not enter into any the terms of the compromise and settlement that; (i) includes any admission require only the payment of guilt or wrongdoing by any Indemnified Party; (ii) imposes any financial obligations on any money in respect of the third-party Claim for which the Indemnified Party that is entitled to indemnification under this Section 11; and (y) the Indemnified Party is not obligated required to pay under this Section 9; (iii) imposes admit any nonwrongdoing, take or refrain from taking any action, acknowledge any rights of the third party making the third party Claim or waive any rights that the Indemnified Party may have against such third party making the third-monetary obligations on any Indemnified Party; and (iv) does not include a full and unconditional release of any Indemnified Parties; and (b) party Claim. Manufacturer will not consent to the entry of judgment, except for a dismissal with prejudice of any Claim settled as described in (a). The Indemnifying Party will ensure see that any settlement into which it enters for makes of any Claim is made confidential, except where not permitted by applicable Law. Manufacturer’s duty to defend is independent of its duty to indemnify.