Conditions to Indemnification. The obligations of the indemnifying Party under [Sections 11.01 and 11.02]2] are conditioned upon the delivery of written notice to the indemnifying Party of any potential Liability promptly after the indemnified Party becomes aware of such potential Liability. The indemnifying Party shall have the right to assume the defense of any suit or claim related to the Liability if it has assumed responsibility for the suit or claim in writing; however, if in the reasonable judgment of the indemnified Party, such suit or claim involves an issue or matter that could have a materially adverse effect on the business operations or assets of the indemnified Party, the indemnified Party may retain control of the defense or settlement thereof by providing written notice of such effect to the indemnifying Party, but in no event shall such action or notice be construed as a waiver of any indemnification rights that the indemnified Party may have at law or in equity. If the indemnifying Party defends the suit or claim, the indemnified Party may participate in (but not control) the defense thereof at its sole cost and expense. The foregoing notwithstanding, the Parties acknowledge and agree that failure of the indemnified Party to promptly notify the indemnifying Party of a potential Liability shall not constitute a waiver of, or result in the loss of, such Party’s right to indemnification under [Section 11.01 or 11.02]2], as appropriate, except to the extent that the indemnifying Party’s rights, and/or its ability to defend against such Liability, are materially prejudiced by such failure to notify.

ConditionsIndemnification Procedure. Each Party’s agreement to Indemnification. The obligations of the indemnifying Partyindemnify, defend, and hold harmless under Sections[Section 11.01 and1 or 11.02 are2]2], as applicable, is conditioned upon the delivery ofindemnified party # providing written notice to the indemnifying Party of any potential Liability promptlyclaim, demand or action arising out of the indemnified matter as soon as reasonably possible, and in any event no later than within thirty (30) days after the indemnified Party becomes awarehas actual knowledge of such potential Liability. Theclaim, demand or action, # permitting the indemnifying Party shall have the right to assume control over the investigation of, preparation and defense against, and settlement or voluntary disposition of any suitsuch claim, demand or claim related to the Liability if it has assumed responsibility for the suit or claim in writing; however, if in the reasonable judgment of the indemnified Party, such suit or claim involves an issue or matter that could have a materially adverse effect on the business operations or assets of the indemnified Party, the indemnified Party may retain control of the defense or settlement thereof by providing written notice of such effect toaction, # assisting the indemnifying Party, butat the indemnifying Party’s reasonable expense, in no event shall such actionthe investigation, preparation, defense, and settlement or notice be construed as a waivervoluntary disposition of any indemnification rights that the indemnified Party may have at lawsuch claim, demand or in equity. Ifaction, and # not compromising, settling, or entering into any voluntary disposition of any such claim, demand or action without the indemnifying Party defendsParty’s prior written consent, which consent shall not be unreasonably withheld; provided, however, that if the suit or claim, the indemnified Party may participate in (but not control) the defense thereof at its sole cost and expense. The foregoing notwithstanding, the Parties acknowledge and agree that failure of the indemnified Partyparty entitled to indemnification fails to promptly notify the indemnifying Party of a potential Liability shall not constitute a waiver of, or result in the loss of, such Party’s right to indemnification under Section 11.01 or 11.02, as appropriate, exceptpursuant to the extent that[foregoing [clause (a)]], the indemnifying Party’s rights, and/orParty will only be relieved of its abilityindemnification obligation under this [Section 11] to defend against such Liability, arethe extent materially prejudiced by such failurefailure. Notwithstanding anything to notify.the contrary, however:

Procedure. Any party that proposes to Indemnification. The obligationsassert the right to be indemnified under this [Section 11] will, promptly after receipt of notice of commencement of any action against such party in respect of which a claim is to be made against an indemnifying party or parties under this [Section 11], notify each such indemnifying party of the commencement of such action, enclosing a copy of all papers served, but the omission so to notify such indemnifying Partyparty will not relieve the indemnifying party from # any liability that it might have to any indemnified party otherwise than under [Sections 11.01this [Section 11] and 11.02]2] are conditioned upon# any liability that it may have to any indemnified party under the deliveryforegoing provisions of this [Section 11] unless, and only to the extent that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying party. If any such action is brought against any indemnified party and it notifies the indemnifying party of its commencement, the indemnifying party will be entitled to participate in and, to the extent that it elects by delivering written notice to the indemnifying Party of any potential Liabilityindemnified party promptly after receiving notice of the commencement of the action from the indemnified Party becomes aware of such potential Liability. Theparty, jointly with any other indemnifying Party shall have the rightparty similarly notified, to assume the defense of any suit or claim relatedthe action, with counsel reasonably satisfactory to the Liability if it has assumed responsibilityindemnified party, and after notice from the indemnifying party to the indemnified party of its election to assume the defense, the indemnifying party will not be liable to the indemnified party for any legal or other expenses except as provided below and except for the suitreasonable costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified party will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless # the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, # the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or claimother indemnified parties that are different from or in writing; however, if inaddition to those available to the reasonable judgmentindemnifying party, # a conflict or potential conflict of interest exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified Party,party) or # the indemnifying party has not in fact employed counsel to assume the defense of such suit or claim involves an issue or matter that could haveaction within a materially adverse effect on the business operations or assetsreasonable time after receiving notice of the indemnified Party, the indemnified Party may retain controlcommencement of the defense or settlement thereof by providing written noticeaction, in each of such effect towhich cases the reasonable and documented out-of-pocket fees, disbursements and other charges of counsel will be at the expense of the indemnifying Party, but in no event shall such actionparty or notice be construed as a waiver of any indemnification rights that the indemnified Party may have at law or in equity. If the indemnifying Party defends the suit or claim, the indemnified Party may participate in (but not control) the defense thereof at its sole cost and expense. The foregoing notwithstanding, the Parties acknowledge and agree that failure of the indemnified Party to promptly notify the indemnifying Party of a potential Liability shall not constitute a waiver of, or result in the loss of, such Party’s right to indemnification under [Section 11.01 or 11.02]2], as appropriate, except to the extentparties. It is understood that the indemnifying Party’s rights, and/party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable and documented out-of-pocket fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time for all such indemnified party or parties. All such reasonable and documented out-of-pocket fees, disbursements and other charges will be reimbursed by the indemnifying party promptly after the indemnifying party receives a written invoice relating to fees, disbursements and other charges in reasonable detail. An indemnifying party will not, in any event, be liable for any settlement of any action or claim effected without its abilitywritten consent. No indemnifying party shall, without the prior written consent of each indemnified party, settle or compromise or consent to defend againstthe entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this [Section 11] (whether or not any indemnified party is a party thereto), unless such Liability, are materially prejudiced bysettlement, compromise or consent # includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and # does not include a statement as to or an admission of fault, culpability or a failure to notify.act by or on behalf of any indemnified party.

Conditions to Indemnification. The obligationsParty (the “Indemnifying Party”) of the indemnifying Party under Sections 11.01 and 11.02 are conditioned upon the delivery of written noticeclaim giving rise to the indemnifying Partyobligation to indemnify pursuant to such Section as soon as reasonably practicable after receiving notice of the claim (provided, however, any potential Liability promptly afterdelay or failure to provide such notice shall not constitute a waiver or release of, or otherwise limit, the indemnified Party becomes aware ofIndemnified Party’s rights to indemnification under, as applicable, [Section 13.1 or 13.2]2], except to the extent that such potential Liability.delay or failure materially prejudices the Indemnifying Party’s ability to defend against the relevant claims). The indemnifyingIndemnifying Party shall have the right to assume the defense of any suit orsuch claim relatedfor which it is obligated to indemnify the Liability if it has assumed responsibility forIndemnified Party. The Indemnified Party shall cooperate with the suit or claim in writing; however, if inIndemnifying Party and the reasonable judgment ofIndemnifying Party’s insurer as the indemnified Party, such suit or claim involves an issue or matter that could have a materially adverse effect on the business operations or assets of the indemnified Party, the indemnifiedIndemnifying Party may retain control ofreasonably request, and at the defense or settlement thereof by providing written notice of such effect to the indemnifying Party, but in no event shall such action or notice be construed as a waiver of any indemnification rights that the indemnified Party may have at law or in equity. If the indemnifying Party defends the suit or claim, the indemnified Party may participate in (but not control) the defense thereof at its soleIndemnifying Party’s cost and expense. The foregoing notwithstanding,Indemnified Party shall have the right to participate, at its own expense and with counsel of its choice, in the defense of any claim or suit that has been assumed by the Indemnifying Party. The Indemnifying Party shall not settle any claim without the prior written consent of the Indemnified Party, not to be unreasonably withheld, delayed or conditioned. The Indemnified Party shall not settle or compromise any such claim without the prior written consent of the Indemnifying Party, which it may provide in its sole discretion. If the Parties acknowledge andcannot agree that failureas to the application of [Section 13.1 or 13.2]2] to any claim, the Parties may conduct separate defenses of such claims, with each Party retaining the right to claim indemnification from the other Party in accordance with [Section 13.1 or 13.2]2] upon resolution of the indemnified Party to promptly notify the indemnifying Party of a potential Liability shall not constitute a waiver of, or result in the loss of, such Party’s right to indemnification under Section 11.01 or 11.02, as appropriate, except to the extent that the indemnifying Party’s rights, and/or its ability to defend against such Liability, are materially prejudiced by such failure to notify.underlying claim.