Common use of Third Party Claims Clause in Contracts

Third Party Claims. If a claim or demand is made against a Tyco Indemnitee, a Healthcare Indemnitee or a Electronics Indemnitee (each, an “Indemnitee”) by any Person who is not a party to this Agreement (a “Third Party Claim”) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Party (and, if applicable, the Managing Party) which is or may be required pursuant to this Article VIII or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen (15) days) after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party Claim; provided, however, that the failure to provide notice of any such Third Party Claim pursuant to this or the preceding sentence shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnitee shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five (5) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim.

Third Party Claims. If a claim or demand is made against a Tyco Trident Indemnitee, a Healthcare Athens North American R/SB Indemnitee or a Electronics Fountain Indemnitee (each, an “Indemnitee”) by any Person who is not a party to this Agreement or a Subsidiary of a Party (a “Third Party Claim”) as to which such Indemnitee is or may reasonably expects to be entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Party (and, if applicable, the Managing Party) which is or may be required pursuant to this Article VIII VIII, or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen thirty (1530) days) after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Trident Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen thirty (1530) days after such Person becomes aware of such Third Party Claim; provided, however, that the failure to provide notice of any such Third Party Claim pursuant to this or the preceding sentence shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failure. Thereafter, the Indemnitee shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five ten (510) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim; provided, however, that the failure to forward such notices and documents shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been materially prejudiced as a result of such failure.

Third Party Claims. If a claim or demand is made against a Tyco Indemnitee(i) The Indemnifying Party under this Section 5.6 shall have the right, a Healthcare Indemnitee or a Electronics Indemnitee (eachbut not the obligation, an “Indemnitee”) exercisable by any Person who is not a party written notice to this Agreement (a “Third the Indemnified Party Claim”) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Party (and, if applicable, the Managing Party) which is or may be required pursuant to this Article VIII or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, within [***] days of receipt of the Third Party Claim promptly (Notice, to assume the conduct and in any event within fifteen (15) days) after receipt by such Indemnitee of written notice control, at the expense of the Third Indemnifying Party Claim. If any Party shall receive notice or otherwise learn and through counsel of its choosing that is reasonably acceptable to the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Indemnified Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such any Third Party Claim; provided, however, that the failure Indemnified Party shall have the right to provide notice participate in, but not control, the defense of any such Third Party Claim pursuant to this or through counsel chosen by the preceding sentence Indemnified Party, whose fees and expenses shall not release be borne by the Indemnifying Party from any of its obligations except Indemnified Party; and solely provided further that if and to the extent the Indemnifying Party shall have been actually prejudiced cannot defend such Third Party Claim on behalf of the Indemnifying Party as a result of such failure. Thereafter, the Indemnitee shall deliver to a conflict of interest between the Indemnifying Party (andand the Indemnified Party that cannot be waived, if applicable, then the Indemnifying Party [***]. If the Indemnifying Party fails to provide written notice within [***] days of receipt of a Third Party Notice that it has elected to assume the Managing Party), promptly (and in any event within five (5) Business Days) after the Indemnitee’s receipt thereof, copies defense of all notices and documents (including court papers) received by the Indemnitee relating to the such Third Party Claim, then the Indemnified Party shall be entitled to assume the defense of such Third Party Claim at the expense of the Indemnifying Party; provided that the Indemnified Party may not compromise or settle any Third Party Claim except as provided in Section 5.6(d)(ii). For the avoidance of doubt, if the Indemnifying Party elects not to control or conduct the defense of a Third Party Claim, the Indemnifying Party nevertheless shall have the right to participate in the defense of any Third Party Claim and, at its own expense, to employ counsel of its own choosing for such purpose.

Third Party Claims. If a claim or demand is made against a Tyco Indemnitee, a Healthcare an Indemnitee or a Electronics Indemnitee (each, an “Indemnitee”) by any Person who is not a party to this Agreement Third Party (a “Third Party Claim”) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement, Biogen (on behalf of the Biogen Indemnitees) or Bioverativ (on behalf of the Bioverativ Indemnitees), as applicable (such Indemnitee claimant, the “Claiming Party”), shall notify the Indemnifying Party (andof the Third Party Claim in writing and in reasonable detail describing the basis for any claim for indemnification hereunder, if applicable, referring to the Managing Party) which is provisions of this Agreement or may be required pursuant to this Article VIII or pursuant to any Ancillary Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises and including copies of all Third Party written notices and documents received by the Claiming Party (and any or all of its Indemnitees) relating to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen twenty (1520) days) after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party Claim; provided, however, that the failure to provide notice of any such Third Party Claim pursuant to this or the preceding sentence shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failure. Thereafter, the Indemnitee Claiming Party shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five (5) Business Days) after the Indemnitee’s receipt thereofthereof by the Claiming Party (or any of its Indemnitees), copies of any and all additional Third Party written notices and documents (including court papers) received by the Indemnitee Claiming Party (or any of its Indemnitees) relating to the Third Party Claim. For all purposes of this Section 6.4(b), each Party shall be deemed to have notice of the matters listed or described on Schedule 1.1(19)(ix).

Third Party Claims. If a claim or demand is made against a Tyco Indemnitee, a Healthcare Indemnitee or a Electronics Indemnitee (each, an “Indemnitee”) by any Person who is not a party to this Agreement (a “Third Party Claim”) against an Indemnitee as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement or any Ancillary Agreement, such Indemnitee shall notify the Indemnifying Party (and, if applicable, the Managing Party) which is or may be required pursuant to this Article VIII or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen thirty (1530) days) after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party Claim; provided, however, that the failure to provide notice of any such Third Party Claim pursuant to this or the preceding sentence shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be a Shared Contingent Liability, such Party, as appropriate, shall give the Managing Party written notice thereof within thirty (30) days after such Person becomes aware of such Third Party Claim subject to and in compliance with Section 6.3. Thereafter, the Indemnitee shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five (5) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim.

Third Party Claims. If a claim or demand is made against a Tyco Indemnitee, a Healthcare an Indemnitee or a Electronics Indemnitee (each, an “Indemnitee”) by any Person who is not a party to this Agreement (such claim, a “Third Party Claim”) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement or any Ancillary Agreement, such Indemnitee shall notify the Indemnifying Party in writing (and, if applicable, the Managing Party) which is or notice obligation may be required pursuant satisfied by providing copies of all notices and documents received by the Indemnitee relating to this Article VIII or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) in writingThird Party Claim), and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen thirty (1530) days) after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party Claim; provided, however, that the failure to provide notice of any such Third Party Claim pursuant to this or the preceding sentence shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failurefailure (except that the Indemnifying Party shall not be liable for any expenses incurred by the Indemnitee in defending such Third Party Claim during the period in which the Indemnitee failed to give such notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five ten (510) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim. For all purposes of this Section 6.4(b), each Party shall be deemed to have notice of the matters set forth on Schedule 1.1(98)(ix).

Third Party Claims. (i) If a claim or demand is made against a Tyco Indemnitee, a Healthcare Indemnitee or a Electronics Indemnitee (each, an “Indemnitee”) by any Person who is not a party Party (or an Affiliate thereof) notifies any Indemnified Party with respect to this Agreement any matter (a “Third Party Claim”) as that could be reasonably expected to which give rise to a claim by such Indemnitee is or may be entitled to Indemnified Party for indemnification pursuant to against any Indemnifying Party under this Agreement, such Indemnitee then the Indemnified Party shall promptly notify the Indemnifying Party (and, if applicable, the Managing Party) which is or may be required pursuant to this Article VIII or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen (15) days) after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be delivering an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party ClaimIndemnification Certificate thereto; provided, however, that the failure to provide notice of any such Third Party Claim pursuant to this or the preceding sentence shall not release the Indemnifying Party from any of its obligations except and solely to the extent so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have been actually materially prejudiced as the Indemnifying Party (except that the Indemnifying Party will not be liable for any expenses incurred by the Indemnified Party during the period in which the Indemnified Party failed to give such Notice), it being understood and agreed that the failure of the Indemnified Party to so notify the Indemnifying Party prior to settling a result Third Party Claim (whether by paying a claim or executing a binding settlement agreement with respect thereto) or the entry of a judgment or issuance of an award with respect to a Third Party Claim shall constitute actual prejudice to the Indemnifying Party’s ability to defend against such failureThird Party Claim. Thereafter, the Indemnitee shall Indemnified Party will deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five (5) Business Days) after the IndemniteeIndemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received or transmitted by the Indemnitee Indemnified Party relating to the Third Party Claim.

Third Party Claims. If a claim or demand is made against a Tyco Indemnitee, a Healthcare Vector Indemnitee or a Electronics Spinco Indemnitee (each, an “Indemnitee”) by any Person who is not a party to this Agreement or a member of the Vector Group or Spinco Group (a “Third Party Claim”) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Party (and, if applicable, the Managing Party) which that is or may be required pursuant to this Article VIII VI or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen by the date (15the “Outside Notice Date”) daysthat is the tenth (10th) Business Day after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of Claim (such written notice, the assertion of a “Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party ClaimNotice”); provided, however, that the failure to provide notice the Third Party Claim Notice of any such Third Party Claim pursuant to this or the preceding sentence shall not release affect the Indemnifying Party from any of its obligations indemnification provided hereunder except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failurefailure (except that the Indemnifying Party shall not be liable for any expenses incurred during the period beginning immediately after the Outside Notice Date and ending on the date that the Indemnitee gives the required Third Party Claim Notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five ten (510) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim.

Third Party Claims. If a claim either party seeks indemnification or demand is made against a Tyco Indemnitee, a Healthcare Indemnitee or a Electronics Indemnitee damages (each, an the “IndemniteeIndemnified Party”) by any Person who is not a party to under this Agreement from the other party (the “Indemnifying Party”) for any claim asserted, against such Indemnified Party by a third party (a “Third Party Claim”) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Party (and, if applicable), the Managing Party) which is or may be required pursuant Indemnified Party shall, promptly upon gaining knowledge of such Third Party Claim, deliver to this Article VIII or pursuant to any Ancillary Agreement to make such indemnification the Indemnifying Party notice (the a “Indemnifying PartyClaim Notice”) in writing, and in reasonable detail, of the such Third Party Claim promptly (and in any event within fifteen (15) days) after receipt by such Indemnitee of written notice of with sufficient detail as to why the Third Indemnifying Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of is responsible for such Third Party Claim; provided, howeverthat a failure by the Indemnified Party to give such Claim Notice in the manner required pursuant to this Section 13.3 shall not limit or otherwise affect the obligations of the Indemnifying Party under this Agreement, except to the extent that such Indemnifying Party is actually prejudiced with respect to the failure rights available to provide notice the Indemnifying Party with respect to such Third Party Claims, and then only to the extent of any such actual prejudice. The Indemnifying Party shall have the right, at its sole option and expense, to appoint counsel of its choice, which must be reasonably satisfactory to the Indemnified Party, and to defend against, negotiate, settle or otherwise deal with such Third Party Claim pursuant to this in lieu of the Indemnified Party defending or the preceding sentence shall not release the Indemnifying Party from any of its obligations except and solely to the extent settling such claim, provided the Indemnifying Party shall not have been actually prejudiced as the right to defend such Third Party Claim if such Third-Party Claim seeks relief other than the payment of monetary damages or seeks the imposition of a result consent order, injunction or decree that would materially restrict the future activity or conduct of such failure. Thereafterthe Indemnified Party, or is a criminal Legal proceeding or alleges, or seeks a finding or admission of a violation of Law or violation of the Indemnitee shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in rights of any event within five (5) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received person by the Indemnitee relating to the Third Party ClaimIndemnified Party.

Third Party Claims. If a claim or demand is made against a Tyco Indemnitee, a Healthcare Indemnitee or a Electronics ADT North American R/SB Indemnitee (each, an “Indemnitee”) by any Person who is not a party to this Agreement or a Subsidiary of a Party (a “Third Party Claim”) as to which such Indemnitee is or may reasonably expects to be entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Party (and, if applicable, the Managing Party) which is or may be required pursuant to this Article VIII VIII, or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen thirty (1530) days) after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen thirty (1530) days after such Person becomes aware of such Third Party Claim; provided, however, that the failure to provide notice of any such Third Party Claim pursuant to this or the preceding sentence shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failure. Thereafter, the Indemnitee shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five ten (510) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim; provided, however, that the failure to forward such notices and documents shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been materially prejudiced as a result of such failure.

Third Party Claims. If a claim or demand is made against a Tyco Indemnitee, a Healthcare an Indemnitee or a Electronics Indemnitee (each, an “Indemnitee”) by any Person who is not a party to this Agreement member of the Ligand Group or the OmniAb Group or APAC or their respective Affiliates (a “Third Party Claim”) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement or any Ancillary Agreement, such Indemnitee shall notify the Indemnifying Party in writing (and, if applicable, the Managing Party) which is or notice obligation may be required pursuant satisfied by providing copies of all notices and documents received by the Indemnitee relating to this Article VIII or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) in writingThird Party Claim), and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen the earlier of (15x) daysforty-five (45) days or (y) two (2) Business Days prior to the final date of the applicable response period under such Third Party Claim) after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party Claim; provided, however, that the failure to provide notice of any such Third Party Claim pursuant to this or the preceding sentence shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failure. Thereafter, the Indemnitee shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five ten (510) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim. For all purposes of this Section 5.4(b), each Party shall be deemed to have notice of the matters set forth on Schedule 1.1(97)(vii).

Third Party Claims. If a claim or demand is made against a Tyco Indemnitee, a Healthcare an Indemnitee or a Electronics Indemnitee (each, an “Indemnitee”) by any Person who is not a party to this Agreement Third Party (a “Third Party Claim”) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement, Ironwood (on behalf of the Ironwood Indemnitees) or Cyclerion (on behalf of the Cyclerion Indemnitees), as applicable (such Indemnitee claimant, the “Claiming Party”), shall notify the Indemnifying Party (andof the Third Party Claim in writing and in reasonable detail describing the basis for any claim for indemnification hereunder, if applicable, referring to the Managing Party) which is provisions of this Agreement or may be required pursuant to this Article VIII or pursuant to any Ancillary Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises and including copies of all Third Party written notices and documents received by the Claiming Party (and any or all of its Indemnitees) relating to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen twenty (1520) days) after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party Claim; provided, however, that the failure to provide notice of any such Third Party Claim pursuant to this or the preceding sentence shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failure. Thereafter, the Indemnitee Claiming Party shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five (5) Business Days) after the Indemnitee’s receipt thereofthereof by the Claiming Party (or any of its Indemnitees), copies of any and all additional Third Party written notices and documents (including court papers) received by the Indemnitee Claiming Party (or any of its Indemnitees) relating to the Third Party Claim.

Third Party Claims. If a claim or demand is made against a Tyco Indemnitee, a Healthcare Indemnitee or a Electronics Indemnitee (each, an “Indemnitee”) by any Person who is not a party to this Agreement (a “Third Party Claim”) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Party (and, if applicable, the Managing Party) which is or may be required pursuant to this Article VIII or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen (15) days) after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive Indemnitee receives notice or otherwise learn of the assertion of any claim or of the commencement of any action or proceeding by any entity that is not either a Buyer Indemnitee or a Seller Indemnitee (a "Third Party Claim Claim") against such Indemnitee, with respect to which may an Indemnitor is obligated to provide indemnification under this Agreement, the Indemnitee will give such Indemnitor reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) prompt written notice thereof within fifteen thereof, but in any event not later than ten (1510) calendar days after such Person becomes aware receipt of notice of such Third Party Claim; provided, however, that the failure of an Indemnitee to provide notify the Indemnitor within the time period set forth herein shall only relieve the Indemnitor from its obligation to indemnify to the extent that the Indemnitor is materially prejudiced by such failure or delay (whether as a result of the forfeiture of substantive rights or defenses or otherwise). Upon receipt of notification of a Third Party Claim, the Indemnitor shall be entitled, upon written notice to the Indemnitee, to assume the investigation and defense thereof with counsel reasonably satisfactory to the Indemnitee. Whether or not the Indemnitor elects to assume the investigation and defense of any Third Party Claim, the Indemnitee shall have the right to employ separate counsel and to participate in the investigation and defense thereof; provided, however, that the Indemnitee shall pay the fees and disbursements of such separate counsel unless (a) the employment of such separate counsel has been specifically authorized in writing by the Indemnitor; (b) the Indemnitor has failed to assume the defense of such Third Party Claim pursuant within a reasonable time after receipt of notice thereof with counsel reasonably satisfactory to this such Indemnitee; or (c) the preceding sentence named parties to the proceeding in which such claim, demand, action or cause of action has been asserted include both the Indemnitor and such Indemnitee and, in the reasonable judgment of counsel to such Indemnitee, there exists one or more defenses that may be available to the Indemnitee that are in conflict with those available to the Indemnitor. Notwithstanding the foregoing, the Indemnitor shall not be liable for the fees and disbursements of more than one counsel for all Indemnitees in connection with any one proceeding or any similar or related proceedings arising from the same general allegations or circumstances. Without the prior written consent of an Indemnitee, the Indemnitor will not enter into any settlement of any Third Party Claim that would lead to liability or create any financial or other obligation on the part of the Indemnitee unless such settlement includes, as an unconditional term thereof, the release of the Indemnifying Party Indemnitee from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result all liability in respect of such failureThird Party Claim or such Third Party Claim is dismissed against the Indemnitee with prejudice and without the imposition of any financial or other obligation on the Indemnitee. ThereafterIf a settlement offer solely for money damages is made to resolve a Third Party Claim and the Indemnitor notifies the Indemnitee in writing of the Indemnitor's willingness to accept the settlement offer and pay the amount called for by such offer without reservation of any rights or defenses against the Indemnitee, the Indemnitee may continue to contest such claim, free of any participation by the Indemnitor, and the amount of any ultimate liability with respect to such Third Party Claim that the Indemnitor has an obligation to pay hereunder shall deliver be limited to the Indemnifying Party lesser of (and, if applicable, x) the amount of the settlement offer that the Indemnitee declined to accept plus the Managing Party), promptly (and in any event within five (5) Business Days) after the Indemnitee’s receipt thereof, copies Losses of all notices and documents (including court papers) received by the Indemnitee relating to the such Third Party ClaimClaim through the date of its rejection of the settlement offer or (y) the aggregate Losses of the Indemnitee with respect to such claim.

Third Party Claims. If a claim or demand is made against a Tyco Indemnitee, a Healthcare an NMR Indemnitee or a Electronics IMS HEALTH Indemnitee (each, an “"Indemnitee”") by any Person person who is not a party to this Agreement (a “"Third Party Claim”") as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Party (and, if applicable, the Managing Party) party which is or may be required pursuant to this Article VIII Section 3.1 or pursuant to any Ancillary Agreement Section 3.2 hereof to make such indemnification (the “"Indemnifying Party”") in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen (15) 15 business days) after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party Claim; provided, however, that the failure to provide notice of any give such Third Party Claim pursuant to this or the preceding sentence notification shall not release affect the Indemnifying Party from any of its obligations indemnification provided hereunder except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failurefailure (except that the Indemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five (5) Business Daysbusiness days) after the Indemnitee’s 's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim. If a Third Party Claim is made against an Indemnitee, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses and acknowledges in writing its obligation to indemnify the Indemnitee therefor, to assume the defense thereof with counsel selected by the Indemnifying Party; provided that such counsel is not reasonably objected to by the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall, within 30 days (or sooner if the nature of the Third Party Claim so requires), notify the Indemnitee of its intent to do so, and the Indemnifying Party shall thereafter not be liable to the Indemnitee for legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, that such Indemnitee shall have the right to employ counsel to represent such Indemnitee if, in such Indemnitee's reasonable judgment, a conflict of interest between such Indemnitee and such Indemnifying Party exists in respect of such claim which would make representation of both such parties by one counsel inappropriate, and in such event the fees and expenses of such separate counsel shall be paid by such Indemnifying Party. If the Indemnifying Party assumes such defense, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, subject to the proviso of the preceding sentence, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during the period prior to the time the Indemnitee shall have given notice of the Third Party Claim as provided above). If the Indemnifying Party so elects to assume the defense of any Third Party Claim, all of the Indemnitees shall cooperate with the Indemnifying Party in the defense or prosecution thereof, including by providing or causing to be provided, Records and witnesses as soon as reasonably practicable after receiving any request therefor from or on behalf of the Indemnifying Party. If the Indemnifying Party acknowledges in writing responsibility for a Third Party Claim, then in no event will the Indemnitee admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying Party's prior written consent; provided, however, that the Indemnitee shall have the right to settle, compromise or discharge such Third Party Claim without the consent of the Indemnifying Party if the Indemnitee releases the Indemnifying Party from its indemnification obligation hereunder with respect to such Third Party Claim and such settlement, compromise or discharge would not otherwise adversely affect the Indemnifying Party. If the Indemnifying Party acknowledges in writing liability for a Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of a Third Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim and that would not otherwise adversely affect the Indemnitee; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge if the Indemnitee agrees that the Indemnifying Party's indemnification obligation with respect to such Third Party Claim shall not exceed the amount that would be required to be paid by or on behalf of the Indemnifying Party in connection with such settlement, compromise or discharge. If an Indemnifying Party elects not to assume the defense of a Third Party Claim, or fails to notify an Indemnitee of its election to do so as provided herein, such Indemnitee may compromise, settle or defend such Third Party Claim. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim (and shall be liable for the fees and expenses of counsel incurred by the Indemnitee in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnitee which the Indemnitee reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages.

Third Party Claims. If a claim or demand is made against a Tyco Indemnitee, a Healthcare an Indemnitee or a Electronics Indemnitee (each, an “Indemnitee”) by any Person who is not a party to this Agreement member of the Ballantyne Group or the Strong Global Group (a “Third Party Claim”) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Indemnifying Party in writing (and, if applicable, the Managing Party) which is or notice obligation may be required pursuant satisfied by providing copies of all notices and documents received by the Indemnitee relating to this Article VIII or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) in writingThird Party Claim), and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen the earlier of (15x) daysforty-five (45) days or (y) two (2) business days prior to the final date of the applicable response period under such Third Party Claim) after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party Claim; provided, however, that the failure to provide notice of any such Third Party Claim pursuant to this or the preceding sentence shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failure. Thereafter, the Indemnitee shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five ten (510) Business Daysbusiness days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim.

Third Party Claims. If (a) In the event that any Indemnified Party asserts a claim for indemnification or demand is made against a Tyco Indemnitee, a Healthcare Indemnitee receives notice of the assertion of any claim or a Electronics Indemnitee (each, an “Indemnitee”) of the commencement of any action or proceeding by any Person who is not a party to this Agreement or an affiliate of a party to this Agreement in respect of which such Indemnified Party is entitled to indemnification by an Indemnifying Party under this Agreement (a “"Third Party Claim”) as "), the Indemnified Party shall give written notice to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Indemnifying Party (and, if applicable, the Managing Party"Third Party Claims Notice") which is within 20 days after asserting or may be required pursuant to this Article VIII or pursuant to any Ancillary Agreement to make learning of such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event or within fifteen (15) days) after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which shorter time as may reasonably be determined necessary to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Indemnifying Party (as determined pursuant a reasonable opportunity to Article VII) written notice thereof within fifteen (15) days after respond to such Person becomes aware claim), together with a statement specifying the basis of such Third Party Claim; provided. The Third Party Claim Notice shall (i) describe the claim in reasonable detail, howeverand (ii) indicate the amount (estimated, if necessary, and to the extent feasible) of the Losses that have been or may be suffered by the failure Indemnified Party. The Indemnifying Party must provide written notice to provide notice the Indemnified Party that it is either (i) assuming responsibility for the Third Party Claim or (ii) disputing the claim for indemnification against it (the "Indemnification Notice") The Indemnification Notice must be provided by the Indemnifying Party to the Indemnified Party within 15 days after receipt of any the Third Party Claims Notice or within such shorter time as may be necessary to give the Indemnified Party a reasonable opportunity to respond to such Third Party Claim pursuant to this or (the preceding sentence shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnitee shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party"Indemnification Notice Period"), promptly (and in any event within five (5) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim.

Third Party Claims. (a) If a claim by a third Person (including any audit, notice or demand is made against request for information from a Tyco Indemnitee, a Healthcare Indemnitee or a Electronics Indemnitee (each, an “Indemnitee”Tax Regulatory Authority) by any Person who is not a party to this Agreement (a “Third Party Claim”) as is made against an Indemnified Party, and if such Indemnified Party intends to which such Indemnitee is or may be entitled to indemnification pursuant to seek indemnity with respect thereto under this AgreementArticle VII, such Indemnitee Indemnified Party shall notify promptly notify: (i) Buyer, in the case of indemnification sought by any Seller Indemnified Party; or (ii) Seller, in the case of indemnification sought by any Buyer Indemnified Party, in writing of such claims (a “Third Party (and, if applicable, Claim Notice”). The Third Party Claim Notice shall include a general description of the Managing Party) which facts giving rise to the claim for indemnification hereunder that is or may be required pursuant to this Article VIII or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, subject of the Third Party Claim promptly Notice, (if and to the extent then known) the amount or an estimate of the amount of such claim and all material documentation relevant to the claim described in any event within fifteen (15) days) after receipt by such Indemnitee of written notice of the Third Party ClaimClaim Notice. If any Party shall receive notice or otherwise learn of the assertion of a A Third Party Claim Notice shall be given promptly following the claimant’s determination that facts or events give rise to a claim for indemnification hereunder; provided that in respect of any Action at law or suit in equity by or against a third Person as to which may reasonably indemnification will be determined to sought shall be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give given promptly after the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party ClaimAction or suit is commenced; and provided, howeverfurther, that the failure to provide give such written notice of any such Third Party Claim pursuant to this or the preceding sentence (i) shall not release the relieve any Indemnifying Party from any of its obligations under this Article VII, except and solely to the extent the Indemnifying Party it shall have been actually and materially prejudiced as a result of by such failure. Thereafter, the Indemnitee and (ii) shall deliver to the not relieve any Indemnifying Party (and, if applicable, of any other obligation or liability it may have to the Managing Party), promptly (and in any event within five (5) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Indemnified Party Claimotherwise than under this Article VII.

Third Party Claims. If (a) Except as otherwise provided in the Separation and Distribution Agreement, any Ancillary Agreement or this Agreement, if a claim or demand is made against a Tyco Indemnitee, a Healthcare Indemnitee RRD or a Electronics Indemnitee Donnelley Financial or their respective Representatives (each, an “Indemnitee”) by any Person who is not a party to this Agreement Third Party (a “Third Party Claim”) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Party (and, if applicable, the Managing Party) party which is or may be required pursuant to this Article VIII Section 6.1 or pursuant to any Ancillary Agreement Section 6.2 hereof to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen by the date (15the “Outside Notice Date”) days) that is the tenth Business Day after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of Claim (such written notice, the assertion of a “Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party ClaimNotice”); provided, however, that the failure to provide notice of any give such Third Party Claim pursuant to this or the preceding sentence notification shall not release affect the Indemnifying Party from any of its obligations indemnification provided hereunder except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failurefailure (except that the Indemnifying Party shall not be liable for any expenses incurred during the period beginning immediately after the Outside Notice Date and ending on the date that the Indemnitee gives the required notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five (5) ten Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim.

Third Party Claims. If (a) Except as otherwise provided in the Separation and Distribution Agreement, any Ancillary Agreement or this Agreement, if a claim or demand is made against a Tyco Indemnitee, a Healthcare Indemnitee Donnelley Financial or a Electronics Indemnitee LSC or their respective Representatives (each, an “Indemnitee”) by any Person who is not a party to this Agreement Third Party (a “Third Party Claim”) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Party (and, if applicable, the Managing Party) party which is or may be required pursuant to this Article VIII Section 6.1 or pursuant to any Ancillary Agreement Section 6.2 hereof to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen by the date (15the “Outside Notice Date”) days) that is the tenth Business Day after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of Claim (such written notice, the assertion of a “Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party ClaimNotice”); provided, however, that the failure to provide notice of any give such Third Party Claim pursuant to this or the preceding sentence notification shall not release affect the Indemnifying Party from any of its obligations indemnification provided hereunder except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failurefailure (except that the Indemnifying Party shall not be liable for any expenses incurred during the period beginning immediately after the Outside Notice Date and ending on the date that the Indemnitee gives the required notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five (5) ten Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim.

Third Party Claims. If (a) In order for a party hereto eligible to be indemnified hereunder (an "Indemnified Party") to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand is made by any person or entity against the Indemnified Party (a Tyco Indemnitee"Third-Party Claim"), a Healthcare Indemnitee such Indemnified Party must notify the parties obligated to provide indemnification pursuant to Section 12.1, 12.2, or a Electronics Indemnitee 12.3 hereof (each, an “Indemnitee”) by any Person who is not a party to this Agreement (a “Third Party Claim”) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Party (and, if applicable, the Managing Party) which is or may be required pursuant to this Article VIII or pursuant to any Ancillary Agreement to make such indemnification (the “"Indemnifying Party”") in writing, and in reasonable detail, of the Third Third-Party Claim promptly (and in any event within fifteen (15) days) 30 business days after receipt by such Indemnitee Indemnified Party of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Third-Party Claim; provided, however, that the failure to provide notice of any give such Third Party Claim pursuant to this or the preceding sentence notification shall not release affect the Indemnifying Party from any of its obligations indemnification provided hereunder except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Such notice shall state the nature and the basis of such claim and a reasonable estimate of the amount thereof. Thereafter, the Indemnitee Indemnified Party shall deliver to the Indemnifying Party (andParty, if applicable, to the Managing Party), promptly (and in any event within five (5) Business Days) business days after the Indemnitee’s Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee Indemnified Party relating to the Third Third-Party Claim. To the extent the Indemnifying Party has actually paid any amount to the Indemnified Party in respect of any Loss in connection with such Third-Party Claim, the Indemnifying Party shall have a right of subrogation with respect to such Third-Party Claim to the extent of such payment.

Third Party Claims. If a claim or demand is made against a Tyco Indemnitee, a Healthcare an Indemnitee or a Electronics Indemnitee (each, an “Indemnitee”) by any Person who is not a party to this Agreement (a “Third Party Claim”) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement or any Ancillary Agreement, such Indemnitee shall notify the Indemnifying Party (and, if applicable, the Managing Party) which is or may be required pursuant to this Article VIII or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen thirty (1530) days) after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party Claim; provided, however, that the failure to provide notice of any such Third Party Claim pursuant to this or the preceding sentence shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnitee shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five ten (510) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim; provided, however, that the failure to forward such notices and documents shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been materially prejudiced as a result of such failure.

Third Party Claims. (a) If a claim or demand is made against a Tyco Indemnitee, a Healthcare Indemnitee MSG Networks or a Electronics Indemnitee Spinco (each, an “Indemnitee”) by any Person who is not a party to this Agreement Third Party (a “Third Party Claim”) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Party (and, if applicable, the Managing Party) party which is or may be required pursuant to this Article VIII Section 6.1 or pursuant to any Ancillary Agreement Section 6.2 hereof to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen by the date (15the “Outside Notice Date”) days) that is the 15th Business Day after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party Claim; provided, however, that the failure to provide notice of any give such Third Party Claim pursuant to this or the preceding sentence notification shall not release affect the Indemnifying Party from any of its obligations indemnification provided hereunder except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failurefailure (except that the Indemnifying Party shall not be liable for any expenses incurred during the period beginning immediately after the Outside Notice Date and ending on the date that the Indemnitee gives the required notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five (5) ten Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim.

Third Party Claims. If a claim or demand is made against a Tyco Indemnitee, a Healthcare Indemnitee or a Electronics Indemnitee any Person entitled to receive indemnification under this Agreement (each, an “Indemnitee”) receives notice of the assertion or commencement of any Claim by any Person who is not neither a party Party to this Agreement nor an Affiliate of a Party to this Agreement (a “Third Party Claim”) as to for which such the Indemnitee is or may be entitled claims a right to indemnification pursuant to this Agreement, such Indemnitee shall notify hereunder from the other Party (and, if applicable, the Managing Party) which is or may be required pursuant to this Article VIII or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) in writing), and in reasonable detail, the Indemnitee will promptly give written notice of such Third Party Claim to the Indemnifying Party. Such notice will describe the nature of the Third Party Claim promptly (in reasonable detail and in any event within fifteen (15) days) after receipt indicating the estimated amount, if practicable, of the Indemnifiable Loss that has been or may be sustained by the Indemnitee, and the Indemnitee shall provide the Indemnifying Party with such Indemnitee of other information with respect to the Third Party Claim as the Indemnifying Party may reasonably request. The Indemnifying Party, at its sole cost and expense, will have the right, upon written notice to the Indemnitee, to assume the defense of the Third Party Claim. If any Party shall receive , provided, that (i) the Indemnifying Party, within thirty (30) days after the receipt of notice or otherwise learn thereof, notifies in writing the Indemnitee of the assertion of a its intent to defend such Third Party Claim which may and expressly confirms in writing its unqualified obligation to indemnify and hold harmless the Indemnitee for the full amount of any Loss that is reasonably be determined likely to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of result from such Third Party Claim; provided, however, that (ii) the failure claim solely seeks (and continues to provide notice seek) monetary damages; and (iii) the defense of any such Third Party Claim pursuant to this or the preceding sentence shall not release claim by counsel selected by the Indemnifying Party from any will not, in the reasonable judgment of its obligations except and solely counsel to the extent the Indemnifying Party shall have been actually prejudiced as Indemnitee, create a result conflict or potential conflict of interest between such failure. Thereafter, the Indemnitee shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five (5) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claimparties.

Third Party Claims. (a) If a claim or demand is made against a Tyco Indemnitee, a Healthcare Indemnitee MSG or a Electronics Indemnitee Cablevision (each, an “Indemnitee”) by any Person who is not a party to this Agreement Third Party (a “Third Party Claim”) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Party (and, if applicable, the Managing Party) party which is or may be required pursuant to this Article VIII Section 6.1 or pursuant to any Ancillary Agreement Section 6.2 hereof to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen by the date (15the “Outside Notice Date”) days) that is the 15th Business Day after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party Claim; provided, however, that the failure to provide notice of any give such Third Party Claim pursuant to this or the preceding sentence notification shall not release affect the Indemnifying Party from any of its obligations indemnification provided hereunder except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failurefailure (except that the Indemnifying Party shall not be liable for any expenses incurred during the period beginning immediately after the Outside Notice Date and ending on the date that the Indemnitee gives the required notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five (5) ten Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim.

Third Party Claims. If a claim or demand is made against a Tyco Indemnitee, a Healthcare an Indemnitee or a Electronics Indemnitee (each, an “Indemnitee”) by any Person who is not a party to this Agreement (a “Third Party Claim”) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement or any Ancillary Agreement, such Indemnitee shall notify the Indemnifying Party in writing (and, if applicable, the Managing Party) which is or notice obligation may be required pursuant satisfied by providing copies of all notices and documents received by the Indemnitee relating to this Article VIII or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) in writingThird Party Claim), and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen the earlier of (15x) daysforty-five (45) days or (y) 2 Business Days prior to the final date of the applicable response period under such Third Party Claim) after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party Claim; provided, however, that the failure to provide notice of any such Third Party Claim pursuant to this or the preceding sentence shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failure. Thereafter, the Indemnitee shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five ten (510) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim. For all purposes of this Section 6.4(b), each Party shall be deemed to have notice of the matters set forth on Schedule 1.1(34)(ix).

Third Party Claims. If a claim or demand is made against a Tyco Indemnitee, a Healthcare SpinCo Indemnitee or a Electronics Parent Indemnitee (each, an “Indemnitee”) by any Person who is not a party to this Agreement Third Party (a “Third Third-Party Claim”) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Party (and, if applicable, the Managing Party) which party that is or may be required pursuant to this Article VIII Section 3.1 or pursuant to any Ancillary Agreement Section 3.2 hereof to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third Third-Party Claim promptly (and in any event within fifteen (15) days15 Business Days) after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Third-Party Claim; provided, however, that the failure to provide notice of any give such Third Party Claim pursuant to this or the preceding sentence notification shall not release affect the Indemnifying Party from any of its obligations indemnification provided hereunder except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnitee shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five (5) ten Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Third-Party Claim. If a Third-Party Claim is made against an Indemnitee, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so elects in accordance with this Section 3.3(a), to assume the defense thereof with counsel selected by the Indemnifying Party; provided, however, that such counsel is not reasonably objected to by the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third-Party Claim, the Indemnifying Party shall, within 30 days (or sooner if the nature of the Third-Party Claim so requires), notify the Indemnitee in writing of its intent to do so, and the Indemnifying Party shall thereafter not be liable to the Indemnitee for legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, however, that such Indemnitee shall have the right to employ counsel to represent such Indemnitee if, in such Indemnitee’s reasonable judgment, a conflict of interest between such Indemnitee and such Indemnifying Party exists in respect of such claim that would make representation of both such parties by one counsel inappropriate, and in such event the fees and expenses of such separate counsel shall be paid by such Indemnifying Party. If the Indemnifying Party elects to assume such defense, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, subject to the proviso of the preceding sentence, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during the period prior to the time the Indemnitee shall have given notice of the Third-Party Claim as provided above). If the Indemnifying Party so elects to assume the defense of any Third-Party Claim, all of the Indemnitees shall cooperate with the Indemnifying Party in the defense or prosecution thereof, including by providing or causing to be provided, Records and witnesses as soon as reasonably practicable after receiving any request therefor from or on behalf of the Indemnifying Party. If an Indemnifying Party elects to assume the defense of a Third-Party Claim as provided above, in no event will the Indemnitee admit any liability with respect to, or settle, compromise or discharge, any Third-Party Claim without the Indemnifying Party’s prior written consent; provided, however, that the Indemnitee shall have the right to settle, compromise or discharge such Third-Party Claim without the consent of the Indemnifying Party if the Indemnitee releases the Indemnifying Party from its indemnification obligation hereunder with respect to such Third-Party Claim and such settlement, compromise or discharge would not otherwise adversely affect the Indemnifying Party. If an Indemnifying Party elects to assume the defense of a Third-Party Claim as provided above, the Indemnitee will agree to any settlement, compromise or discharge of a Third-Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third-Party Claim and releases the Indemnitee completely in connection with such Third-Party Claim; provided, however, that, notwithstanding the foregoing, the Indemnitee shall not be required hereunder to agree to any such settlement, compromise or discharge involving the stipulation of facts or the adjudication of any question that the Indemnitee determines in its discretion would have an adverse effect on the Indemnitee in any other proceeding or otherwise would affect adversely the Indemnitee. If an Indemnifying Party elects not to assume the defense of a Third-Party Claim, or fails to notify an Indemnitee of its election to do so as provided herein, such Indemnitee may compromise, settle or defend such Third-Party Claim, and such Indemnitee may recover the Indemnifiable Losses in connection with such compromise, settlement or defense from the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third-Party Claim (and shall be liable for the fees and expenses of counsel incurred by the Indemnitee in defending such Third-Party Claim) if the Third-Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnitee which the Indemnitee reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third-Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages.

Third Party Claims. If a claim or demand is made against a Tyco Indemnitee, a Healthcare Indemnitee or a Electronics Indemnitee any Person entitled to receive indemnification under this Agreement (each, an “Indemnitee”) receives notice of the assertion or commencement of any Claim by any Person who that is not neither a party Party to this Agreement nor an Affiliate of a Party to this Agreement (a “Third Party Claim”) as to for which such the Indemnitee is or may be entitled claims a right to indemnification pursuant to this Agreement, such Indemnitee shall notify hereunder from the other Party (and, if applicable, the Managing Party) which is or may be required pursuant to this Article VIII or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) in writing), and in reasonable detail, the Indemnitee will promptly give written notice of such Third Party Claim to the Indemnifying Party. Such notice will describe the nature of the Third Party Claim promptly (in reasonable detail and in any event within fifteen (15) days) after receipt indicate the estimated amount, if practicable, of the Indemnifiable Loss that has been or may be sustained by the Indemnitee, and the Indemnitee shall provide the Indemnifying Party with such Indemnitee of other information with respect to the Third Party Claim as the Indemnifying Party may reasonably request. The Indemnifying Party, at its sole cost and expense, will have the right, upon written notice to the Indemnitee, to assume the defense of the Third Party Claim. If any Party shall receive , provided, that (i) the Indemnifying Party, within thirty (30) days after the receipt of notice or otherwise learn thereof, notifies in writing the Indemnitee of the assertion of a its intent to defend such Third Party Claim which may and expressly confirms in writing its unqualified obligation to indemnify and hold harmless the Indemnitee for the full amount of any Loss that is reasonably be determined likely to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of result from such Third Party Claim; provided, however, that (ii) the failure claim solely seeks (and continues to provide notice seek) monetary damages; and (iii) the defense of any such Third Party Claim pursuant to this or the preceding sentence shall not release claim by counsel selected by the Indemnifying Party from any will not, in the reasonable judgment of its obligations except and solely counsel to the extent the Indemnifying Party shall have been actually prejudiced as Indemnitee, create a result conflict or potential conflict of interest between such failure. Thereafter, the Indemnitee shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five (5) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claimparties.

Third Party Claims. If a claim or demand is made against a Tyco Indemnitee, a Healthcare an Indemnitee or a Electronics Indemnitee (each, an “Indemnitee”) by any Person who is not a party to this Agreement (a “Third Party Claim”) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement or any Ancillary Agreement, such Indemnitee shall notify the Indemnifying Party (and, if applicable, the Managing Party) which is or may be required pursuant to this Article VIII or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detaildetail (including, to the extent set forth in or readily apparent from the notices and documents received by the Indemnified Party, the facts and circumstances giving rise to such claim for indemnification), and include copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim), of the Third Party Claim promptly (and in any event within fifteen twenty (1520) daysBusiness Days) after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party Claim; provided, however, that the failure to provide notice of any such Third Party Claim pursuant to this or the preceding sentence shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been materially and actually prejudiced as a result of such failure. Thereafter, the Indemnitee shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five ten (510) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim; provided, however, that the failure to forward such notices and documents shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been materially prejudiced as a result of such failure.

Third Party Claims. (a) If a claim or demand is made against a Tyco Indemnitee, a Healthcare Indemnitee Sportsco or a Electronics Indemnitee Entertainco (each, an “Indemnitee”) by any Person who is not a party to this Agreement Third Party (a “Third Party Claim”) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Party (and, if applicable, the Managing Party) party which is or may be required pursuant to this Article VIII Section 6.1 or pursuant to any Ancillary Agreement Section 6.2 hereof to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen by the date (15the “Outside Notice Date”) days) that is the 15th Business Day after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party Claim; provided, however, that the failure to provide notice of any give such Third Party Claim pursuant to this or the preceding sentence notification shall not release affect the Indemnifying Party from any of its obligations indemnification provided hereunder except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failurefailure (except that the Indemnifying Party shall not be liable for any expenses incurred during the period beginning immediately after the Outside Notice Date and ending on the date that the Indemnitee gives the required notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five (5) ten Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim. Notwithstanding anything to the contrary contained herein, Sportsco shall not be required to provide notice to Entertainco for Third Party Claims for which Entertainco is providing legal support as part of the Entertainco Services to the extent that Entertainco has received notice in such capacity.

Third Party Claims. (a) If a claim or demand is made against a Tyco Indemnitee, a Healthcare Indemnitee Sphereco or a Electronics Indemnitee Entertainco (each, an “Indemnitee”) by any Person who is not a party to this Agreement Third Party (a “Third Third-Party Claim”) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Party (and, if applicable, the Managing Party) party which is or may be required pursuant to this Article VIII Section 6.1 or pursuant to any Ancillary Agreement Section 6.2 hereof to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third Third-Party Claim promptly (and in any event within fifteen by the date (15the “Outside Notice Date”) days) that is the 15th Business Day after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Third-Party Claim; provided, however, that the failure to provide notice of any give such Third Party Claim pursuant to this or the preceding sentence notification shall not release affect the Indemnifying Party from any of its obligations indemnification provided hereunder except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failurefailure (except that the Indemnifying Party shall not be liable for any expenses incurred during the period beginning immediately after the Outside Notice Date and ending on the date that the Indemnitee gives the required notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five ten (510) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Third-Party Claim. Notwithstanding anything to the contrary contained herein, Sphereco shall not be required to provide notice to Entertainco for Third-Party Claims for which Entertainco is providing legal support as part of the Entertainco Services to the extent that Entertainco has received notice in such capacity.

Third Party Claims. If (a) Except as otherwise provided in the Separation and Distribution Agreement, any Ancillary Agreement or this Agreement, if a claim or demand is made against a Tyco Indemnitee, a Healthcare Indemnitee RRD or a Electronics Indemnitee LSC or their respective Representatives (each, an “Indemnitee”) by any Person who is not a party to this Agreement Third Party (a “Third Party Claim”) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Party (and, if applicable, the Managing Party) party which is or may be required pursuant to this Article VIII Section 6.1 or pursuant to any Ancillary Agreement Section 6.2 hereof to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen by the date (15the “Outside Notice Date”) days) that is the tenth Business Day after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of Claim (such written notice, the assertion of a “Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party ClaimNotice”); provided, however, that the failure to provide notice of any give such Third Party Claim pursuant to this or the preceding sentence notification shall not release affect the Indemnifying Party from any of its obligations indemnification provided hereunder except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failurefailure (except that the Indemnifying Party shall not be liable for any expenses incurred during the period beginning immediately after the Outside Notice Date and ending on the date that the Indemnitee gives the required notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five (5) ten Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim.

Third Party Claims. If a claim or demand is made against a Tyco Indemnitee, a Healthcare Indemnitee Purchaser Indemnified Party or a Electronics Indemnitee Seller Indemnified Party (each, an “IndemniteeIndemnified Party”) by receives notice of any Person who is not a party to this Agreement Action, audit, demand or assessment (each, a “Third Third-Party Claim”) as against it or which may give rise to which a claim for Loss under this Article VII, within thirty (30) calendar days of the receipt of such Indemnitee is or may be entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Party (and, if applicablenotice, the Managing Party) which is or may be required pursuant to this Article VIII or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third Indemnified Party Claim promptly (and in any event within fifteen (15) days) after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Indemnifying Party (or Indemnifying Parties, as determined pursuant to Article VII) written the case may be, notice thereof within fifteen (15) days after such Person becomes aware of such Third Third-Party Claim; provided, however, that the failure to provide such notice of any such Third Party Claim pursuant to this or the preceding sentence shall not release the any Indemnifying Party from any of its obligations under this Article VII except and solely to the extent that such Indemnifying Party is materially prejudiced by such failure and shall not relieve such Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article VII. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party or Indemnified Parties hereunder against any Losses that may result from such Third-Party Claim, then such Indemnifying Party or Indemnifying Parties, as the case may be, shall have been actually prejudiced as a result be entitled to assume and control the defense of such failure. ThereafterThird-Party Claim at its or their expense and through counsel of its or their choice if it or they give notice of such intention to do so to the Indemnified Party or Indemnified Parties, as the Indemnitee shall deliver case may be, within fourteen (14) calendar days of the receipt of notice from any Indemnified Party of such Third-Party Claim; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of the Indemnified Party or Indemnified Parties in its or their sole and absolute discretion for the same counsel to represent both the Indemnified Party or Indemnified Parties and the Indemnifying Party (andor Indemnifying Parties, if applicablethen the Indemnified Party or Indemnified Parties shall be entitled to retain its or their own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party or Indemnifying Parties. In the event that the Indemnifying Party or Indemnifying Parties exercise the right to undertake any such defense against any such Third-Party Claim as provided above, the Managing Indemnified Party or Indemnified Parties shall cooperate with the Indemnifying Party or Indemnifying Parties in such defense and make available to any Indemnifying Party), promptly (at such Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by such Indemnifying Party. Similarly, in the event any event within five (5) Business Days) after Indemnified Party is, directly or indirectly, conducting the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third defense against any such Third-Party Claim, such Indemnifying Party shall cooperate with the Indemnified Party or Indemnified Parties in such defense and make available to any Indemnified Party, at such Indemnifying Party’s or Indemnifying Parties’ expense, all such witnesses, records, materials and information in such Indemnifying Party’s possession or under such Indemnifying Party’s control relating thereto as is reasonably required by any Indemnified Party. No Third-Party Claim may be settled (i) by any Indemnified Party without the prior written consent of the Indemnifying Party or Indemnifying Parties (which shall not be unreasonably withheld or delayed) if the Indemnifying Party or Indemnifying Parties acknowledge in writing its or their obligation to indemnify such Indemnified Party hereunder against any Losses that may result from such Third-Party Claim or (ii) by any Indemnifying Party without the prior written consent of the Indemnified Party or Indemnified Parties, except, in the case of (ii) only, where settlement of such Third-Party Claim (A) includes an unconditional release of the Indemnified Party or Indemnified Parties from all liability arising out of such Action, audit, demand or assessment and (B) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party.

Third Party Claims. If a claim or demand is made against a Tyco Indemnitee, a Healthcare an Indemnitee or a Electronics Indemnitee (each, an “Indemnitee”) by any Person who is not a party to this Agreement (a “Third Party Claim”) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement or any Ancillary Agreement, such Indemnitee shall notify the Indemnifying Party in writing (and, if applicable, the Managing Party) which is or notice obligation may be required pursuant satisfied by providing copies of all notices and documents received by the Indemnitee relating to this Article VIII or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) in writingThird Party Claim), and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen the earlier of (15x) daysforty-five (45) days or (y) two (2) Business Days prior to the final date of the applicable response period under such Third Party Claim) after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party Claim; provided, however, that the failure to provide notice of any such Third Party Claim pursuant to this or the preceding sentence shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failure. Thereafter, the Indemnitee shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five ten (510) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim. For all purposes of this Section 5.4(b), each Party shall be deemed to have notice of the matters set forth on Schedule 1.1(145)(vii).

Third Party Claims. If a claim or demand is made against a Tyco Indemnitee, a Healthcare (a) The following procedures shall be applicable with respect to indemnification for third party Claims. Promptly after receipt by any Parent Indemnitee or a Electronics Target Indemnitee (each, an “IndemniteeIndemnified Party”) by any Person who is not a party to this Agreement (a “Third Party Claim”) ), as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Party (and, if applicable, of notice of the Managing Party) commencement or assertion of any Claim by a third party (whether by legal process or otherwise), against which is Claim the Target Indemnitors or may be required pursuant to this Article VIII or pursuant to any Ancillary Agreement to make such indemnification the Parent Indemnitors (the each, an “Indemnifying Party”), as applicable, are, or may be, required to indemnify such Indemnified Party, shall, if a Claim thereon is to be, or may be, made against the Indemnifying Party, notify the RPS Securityholders Committee (if any Target Indemnitor is an Indemnifying Party) or Parent (if any Parent Indemnitor is an Indemnifying Party), as applicable, in writing, and in reasonable detail, writing of the Third Party Claim promptly (commencement or assertion thereof and in any event within fifteen (15) days) after receipt by such Indemnitee of written notice of give the Third Party Claim. If any Party shall receive notice RPS Securityholders Committee or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such PartyParent, as appropriateapplicable, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware a copy of such Third Party Claim; provided, however, that the failure to provide notice of any such Third Party Claim pursuant to this or the preceding sentence shall not release the Indemnifying Party from any of its obligations except process and solely to the extent the all legal pleadings. The Indemnifying Party shall have been actually prejudiced as a result the right to: (i) participate in the defense of such failure. ThereafterClaim with counsel of reputable standing; and (ii) assume the defense of such Claim by agreeing in writing to assume such defense within ten (10) days of transmittal of the notice of the Claim by such Indemnified Party, unless: (a) such Claim may result in criminal proceedings, injunctions or other equitable remedies in respect of such Indemnified Party or its business; (b) such Claim may result in Liabilities that, taken with other then existing Claims under this Article IX, would not be fully indemnified hereunder or exceed the Indemnitee shall deliver to Cap, if applicable; (c) the Indemnifying Party fails to vigorously prosecute or defend such Claim, in which case such Indemnified Party shall have the right to assume the defense and shall have the full right to defend such Claim, or (andd) such Claim is with respect to Taxes, in which case the Target Indemnitors shall have the right to assume the defense or settlement of such third party Claim only if applicable, it relates solely to Taxes of Target or its Subsidiaries for a taxable year or other taxable period ending on or before the Managing Party), promptly (and in any event within five (5) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party ClaimClosing Date.

Third Party Claims. If a In the event that any written claim or demand for which an Indemnifying Party may have liability to any Indemnified Party hereunder is made asserted against or sought to be collected from any Indemnified Party by a Tyco Indemnitee, a Healthcare Indemnitee or a Electronics Indemnitee (each, an “Indemnitee”) by any Person who is not a third party to this Agreement (a “Third Party Claim”) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement), such Indemnitee shall notify the Party (and, if applicable, the Managing Party) which is or may be required pursuant to this Article VIII or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen (15) days) after receipt by such Indemnitee of written notice of the Third Party Claim. If any Indemnified Party shall receive notice or otherwise learn of the assertion promptly, but in no event more than fifteen days following such Indemnified Party’s receipt of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent LiabilityClaim, such Party, as appropriate, shall give notify the Managing Indemnifying Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware in writing of such Third Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”); provided, however, that the failure to provide notice give a timely Claim Notice shall affect the rights of any an Indemnified Party hereunder only to the extent that such failure has a prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect to such Third Party Claim pursuant to this or the preceding sentence shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Claim. The Indemnifying Party shall have been actually prejudiced 30 days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a result of such failure. Thereafter, the Indemnitee shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five (5) Business Dayslitigated matter) after receipt of the Indemnitee’s receipt thereof, copies of all notices and documents Claim Notice (including court papersthe “Notice Period”) received by to notify the Indemnitee relating Indemnified Party that it desires to defend the Indemnified Party against such Third Party Claim.

Third Party Claims. If a claim or demand is made against a Tyco Indemnitee, a Healthcare SpinCo Indemnitee or a Electronics an Parent Indemnitee (each, an “"Indemnitee”") by any Person who is not a party to this Agreement Third Party (a “Third "Third-Party Claim”") as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Party (and, if applicable, the Managing Party) party which is or may be required pursuant to this Article VIII Section 3.1 or pursuant to any Ancillary Agreement Section 3.2 hereof to make such indemnification (the “"Indemnifying Party”") in writing, and in reasonable detail, of the Third Third-Party Claim promptly (and in any event within fifteen (15) daysBusiness Days) after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Third-Party Claim; provided, however, that the failure to provide notice of any give such Third Party Claim pursuant to this or the preceding sentence notification shall not release affect the Indemnifying Party from any of its obligations indemnification provided hereunder except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnitee shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five ten (510) Business Days) after the Indemnitee’s 's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Third-Party Claim. If a Third-Party Claim is made against an Indemnitee, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so elects in accordance with this Section 3.3(a), to assume the defense thereof with counsel selected by the Indemnifying Party; provided, however, that such counsel is not reasonably objected to by the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third-Party Claim, the Indemnifying Party shall, within thirty (30) days (or sooner if the nature of the Third-Party Claim so requires), notify the Indemnitee in writing of its intent to do so, and the Indemnifying Party shall thereafter not be liable to the Indemnitee for legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, however, that such Indemnitee shall have the right to employ counsel to represent such Indemnitee if, in such Indemnitee's reasonable judgment, a conflict of interest between such Indemnitee and such Indemnifying Party exists in respect of such claim that would make representation of both such parties by one counsel inappropriate, and in such event the fees and expenses of such separate counsel shall be paid by such Indemnifying Party. If the Indemnifying Party elects to assume such defense, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, subject to the proviso of the preceding sentence, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during the period prior to the time the Indemnitee shall have given notice of the Third-Party Claim as provided above). If the Indemnifying Party so elects to assume the defense of any Third-Party Claim, all of the Indemnitees shall cooperate with the Indemnifying Party in the defense or prosecution thereof, including by providing or causing to be provided, Records and witnesses as soon as reasonably practicable after receiving any request therefor from or on behalf of the Indemnifying Party. If an Indemnifying Party elects to assume the defense of a Third-Party Claim as provided above, in no event will the Indemnitee admit any liability with respect to, or settle, compromise or discharge, any Third-Party Claim without the Indemnifying Party's prior written consent; provided, however, that the Indemnitee shall have the right to settle, compromise or discharge such Third-Party Claim without the consent of the Indemnifying Party if the Indemnitee releases the Indemnifying Party from its indemnification obligation hereunder with respect to such Third-Party Claim and such settlement, compromise or discharge would not otherwise adversely affect the Indemnifying Party. If an Indemnifying Party elects to assume the defense of a Third-Party Claim as provided above, the Indemnitee will agree to any settlement, compromise or discharge of a Third-Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third-Party Claim and releases the Indemnitee completely in connection with such Third-Party Claim; provided, however, that, notwithstanding the foregoing, the Indemnitee shall not be required hereunder to agree to any such settlement, compromise or discharge involving the stipulation of facts or the adjudication of any question that the Indemnitee determines in its discretion would have an adverse effect on the Indemnitee in any other proceeding or otherwise would affect adversely the Indemnitee. If an Indemnifying Party elects not to assume the defense of a Third-Party Claim, or fails to notify an Indemnitee of its election to do so as provided herein, such Indemnitee may compromise, settle or defend such Third-Party Claim, and such Indemnitee may recover the Indemnifiable Losses in connection with such compromise, settlement or defense from the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third-Party Claim (and shall be liable for the fees and expenses of counsel incurred by the Indemnitee in defending such Third-Party Claim) if the Third-Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnitee which the Indemnitee reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third-Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages.

Third Party Claims. If a claim or demand is made against a Tyco Indemnitee, a Healthcare Indemnitee or a Electronics Indemnitee (each, an “Indemnitee”) by any Person who is not a party to this Agreement (a “Third Party Claim”) against an Indemnitee as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement or any Ancillary Agreement, such Indemnitee shall notify the Indemnifying Party (and, if applicable, the Managing Party) which is or may be required pursuant to this Article VIII or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen thirty (1530) days) after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party Claim; provided, however, that the failure to provide notice of any such Third Party Claim pursuant to this or the preceding sentence shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be a Shared Contingent Liability, such Party, as appropriate, shall give the Managing Party written notice thereof within thirty (30) days after such Person becomes aware of such Third Party Claim subject to and in compliance with Section 6.4. Thereafter, the Indemnitee shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five (5) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim.

Third Party Claims. If any Person making a claim or demand is made against a Tyco Indemnitee, a Healthcare Indemnitee or a Electronics Indemnitee for indemnification under this Article VIII (each, an “Indemnitee”) receives written notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement (or an Affiliate of a party to this Agreement or a representative of the foregoing) against the Indemnitee (a “Third Party Claim”) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Party (and, if applicable), the Managing Party) which is or may be required pursuant Indemnitee must deliver to this Article VIII or pursuant to any Ancillary Agreement to make such indemnification the indemnifying party (the an “Indemnifying PartyIndemnitor”) in writing, and in reasonable detail, a written notice of the such Third Party Claim promptly (and in any event within fifteen (15) days) after receipt by such Indemnitee of written receiving notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a such Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give describing in reasonable detail the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware nature of such Third Party Claim, a good faith estimate of the amount of Losses thereof (if known and quantifiable) and the basis thereof; provided, however, that the failure to provide notice so notify an Indemnitor will not relieve the Indemnitor of any its obligations hereunder unless and to the extent the Indemnitor will be actually prejudiced by such failure to so notify. Any Indemnitor will be entitled to participate in the defense of such Third Party Claim pursuant to this or the preceding sentence shall not release the Indemnifying Party from any of its obligations except and solely at such Indemnitor’s expense or, by giving written notice to the extent Indemnitee in which the Indemnifying Indemnitor accepts and assumes the responsibility for all Losses relating to such Third Party shall have been actually prejudiced as a result Claim (subject to the limitations set forth below), will be entitled to assume the defense of such failure. Thereafter, Third Party Claim by appointing a reputable counsel reasonably acceptable to the Indemnitee shall deliver to be the Indemnifying Party (andlead counsel in connection with such defense; provided, if applicablehowever, to the Managing Party), promptly (and in any event within five (5) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim.that:

Third Party Claims. If a claim or demand is made against a Tyco Indemnitee, a Healthcare an Indemnitee or a Electronics Indemnitee (each, an “Indemnitee”) by any Person who is not a party to this Agreement (a “Third Party Claim”) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement or any Ancillary Agreement, such Indemnitee shall notify the Indemnifying Party in writing (and, if applicable, the Managing Party) which is or notice obligation may be required pursuant satisfied by providing copies of all notices and documents received by the Indemnitee relating to this Article VIII or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) in writingThird Party Claim), and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen the earlier of (15x) daysforty-five (45) days or (y) 2 Business Days prior to the final date of the applicable response period under such Third Party Claim) after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party Claim; provided, however, that the failure to provide notice of any such Third Party Claim pursuant to this or the preceding sentence shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failure. Thereafter, the Indemnitee shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five ten (510) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim. For all purposes of this Section 6.4(b), each Party shall be deemed to have notice of the matters set forth on Schedule 1.1(84)(vii).

Third Party Claims. If a claim or demand is made against a Tyco an ACNielsen Indemnitee, a Healthcare Cognizant Indemnitee or a Electronics D&B Indemnitee (each, an “"Indemnitee”") by any Person person who is not a party to this Agreement (a “"Third Party Claim”") as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Party (and, if applicable, the Managing Party) party which is or may be required pursuant to this Article VIII Section 3.1, Section 3.2 or pursuant to any Ancillary Agreement Section 3.3 34 34 hereof to make such indemnification (the “"Indemnifying Party”") in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen (15) 15 business days) after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party Claim; provided, however, that the failure to provide notice of any give such Third Party Claim pursuant to this or the preceding sentence notification shall not release affect the Indemnifying Party from any of its obligations indemnification provided hereunder except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failurefailure (except that the Indemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five (5) Business Daysbusiness days) after the Indemnitee’s 's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim. If a Third Party Claim is made against an Indemnitee, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses and acknowledges in writing its obligation to indemnify the Indemnitee therefor, to assume the defense thereof with counsel selected by the Indemnifying Party; provided that such counsel is not reasonably objected to by the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall, within 30 days (or sooner if the nature of the Third Party Claim so requires), notify the Indemnitee of its intent to do so, and the Indemnifying Party shall thereafter not be liable to the Indemnitee for legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, that such Indemnitee shall have the right to employ counsel to represent such Indemnitee if, in such Indemnitee's reasonable judgment, a conflict of interest between such Indemnitee and such Indemnifying Party exists in respect of such claim which would make representation of both such parties by one counsel inappropriate, and in such event the fees and expenses of such separate counsel shall be paid by such Indemnifying Party. If the Indemnifying Party assumes such defense, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, subject to the proviso of the preceding sentence, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during the period prior to the time the Indemnitee shall have given notice of the Third Party Claim as provided above). If the Indemnifying Party so elects to assume the defense of any Third Party Claim, all of the Indemnitees shall cooperate with the Indemnifying Party in the defense or prosecution thereof, including by providing or causing to be provided, Records and witnesses as soon as reasonably practicable after receiving any request therefor from or on behalf of the Indemnifying Party. 35 35 If the Indemnifying Party acknowledges in writing responsibility for a Third Party Claim, then in no event will the Indemnitee admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying Party's prior written consent; provided, however, that the Indemnitee shall have the right to settle, compromise or discharge such Third Party Claim without the consent of the Indemnifying Party if the Indemnitee releases the Indemnifying Party from its indemnification obligation hereunder with respect to such Third Party Claim and such settlement, compromise or discharge would not otherwise adversely affect the Indemnifying Party. If the Indemnifying Party acknowledges in writing liability for a Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of a Third Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim and that would not otherwise adversely affect the Indemnitee; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge if the Indemnitee agrees that the Indemnifying Party's indemnification obligation with respect to such Third Party Claim shall not exceed the amount that would be required to be paid by or on behalf of the Indemnifying Party in connection with such settlement, compromise or discharge. If an Indemnifying Party elects not to assume the defense of a Third Party Claim, or fails to notify an Indemnitee of its election to do so as provided herein, such Indemnitee may compromise, settle or defend such Third Party Claim. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim (and shall be liable for the fees and expenses of counsel incurred by the Indemnitee in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnitee which the Indemnitee reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages.

Third Party Claims. If a claim or demand is made against a Tyco Moody's Indemnitee, a Healthcare New D&B Indemnitee or a Electronics Corporation Indemnitee (each, an “"Indemnitee”") by any Person person who is not a party to this Agreement (a “"Third Party Claim”") as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Party (and, if applicable, the Managing Party) party which is or may be required pursuant to this Article VIII Section 3.1 or pursuant to any Ancillary Agreement Section 3.2 hereof to make such indemnification (the “"Indemnifying Party”") in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen (15) 15 business days) after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party Claim; provided, however, that the failure to provide notice of any give such Third Party Claim pursuant to this or the preceding sentence notification shall not release affect the Indemnifying Party from any of its obligations indemnification provided hereunder except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failurefailure (except that the Indemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five (5) Business Daysbusiness days) after the Indemnitee’s 's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim. If a Third Party Claim is made against an Indemnitee, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses and acknowledges in writing its obligation to indemnify the Indemnitee therefor, to assume the defense thereof with counsel selected by the Indemnifying Party; provided that such counsel is not reasonably objected to by the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall, within 30 days (or sooner if the nature of the Third Party Claim so requires), notify the Indemnitee of its intent to do so, and the Indemnifying Party shall thereafter not be liable to the Indemnitee for legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, that such Indemnitee shall have the right to employ counsel to represent such Indemnitee if, in such Indemnitee's reasonable judgment, a conflict of interest between such Indemnitee and such Indemnifying Party exists in respect of such claim which would make representation of both such parties by one counsel inappropriate, and in such event the fees and expenses of such separate counsel shall be paid by such Indemnifying Party. If the Indemnifying Party assumes such defense, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, subject to the proviso of the preceding sentence, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during the period prior to the time the Indemnitee shall have given notice of the Third Party Claim as provided above). If the Indemnifying Party so elects to assume the defense of any Third Party Claim, all of the Indemnitees shall cooperate with the Indemnifying Party in the defense or prosecution thereof, including by providing or causing to be provided, Records and witnesses as soon as reasonably practicable after receiving any request therefor from or on behalf of the Indemnifying Party. 38 35 If the Indemnifying Party acknowledges in writing responsibility for a Third Party Claim, then in no event will the Indemnitee admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying Party's prior written consent; provided, however, that the Indemnitee shall have the right to settle, compromise or discharge such Third Party Claim without the consent of the Indemnifying Party if the Indemnitee releases the Indemnifying Party from its indemnification obligation hereunder with respect to such Third Party Claim and such settlement, compromise or discharge would not otherwise adversely affect the Indemnifying Party. If the Indemnifying Party acknowledges in writing liability for a Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of a Third Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim and that would not otherwise adversely affect the Indemnitee; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge if the Indemnitee agrees that the Indemnifying Party's indemnification obligation with respect to such Third Party Claim shall not exceed the amount that would be required to be paid by or on behalf of the Indemnifying Party in connection with such settlement, compromise or discharge. If an Indemnifying Party elects not to assume the defense of a Third Party Claim, or fails to notify an Indemnitee of its election to do so as provided herein, such Indemnitee may compromise, settle or defend such Third Party Claim. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim (and shall be liable for the fees and expenses of counsel incurred by the Indemnitee in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnitee which the Indemnitee reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages.

Third Party Claims. If (a) In the event that any Indemnified Party asserts a claim for indemnification or demand is made against a Tyco Indemnitee, a Healthcare Indemnitee receives notice of the assertion of any claim or a Electronics Indemnitee (each, an “Indemnitee”) of the commencement of any action or proceeding by any Person who is not a party to this Agreement or an affiliate of a party to this Agreement in respect of which such Indemnified Party is entitled to indemnification by an Indemnifying Party under this Agreement (a “"Third Party Claim”) as "), the Indemnified Party shall give written notice to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Indemnifying Party (and, if applicable, the Managing Party"Third Party Claims Notice") which is within 20 days after asserting or may be required pursuant to this Article VIII or pursuant to any Ancillary Agreement to make learning of such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event or within fifteen (15) days) after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which shorter time as may reasonably be determined necessary to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Indemnifying Party (as determined pursuant a reasonable opportunity to Article VII) written notice thereof within fifteen (15) days after respond to such Person becomes aware claim), together with a statement specifying the basis of such Third Party Claim; provided. The Third Party Claim Notice shall (i) describe the claim in reasonable detail, howeverand (ii) indicate the amount (estimated, if necessary, and to the extent feasible) of the Losses that have been or may be suffered by the failure Indemnified Party. The Indemnifying Party must provide written notice to provide notice the Indemnified Party that it is either (i) assuming responsibility for the Third Party Claim or (ii) disputing the claim for indemnification against it (the "Indemnification Notice"). The Indemnification Notice must be provided by the Indemnifying Party to the Indemnified Party within 15 days after receipt of any the Third Party Claims Notice or within such shorter time as may be necessary to give the Indemnified Party a reasonable opportunity to respond to such Third Party Claim pursuant to this or (the preceding sentence shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnitee shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party"Indemnification Notice Period"), promptly (and in any event within five (5) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim.

Third Party Claims. If a (a) The Indemnified Party agrees to give the Indemnifying Party notice in writing of the assertion of any claim or demand is made against a Tyco Indemniteeby, a Healthcare Indemnitee or a Electronics Indemnitee (eachany other Action instituted by, an “Indemnitee”) by any Person who is not a party Party to this Agreement (a “Third Party Claim”) as to in respect of which such Indemnitee is or indemnity may be entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify sought under Section 7.1 in accordance with the Party (and, if applicable, the Managing Party) which is or may be required pursuant to this Article VIII or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) notice procedures set forth in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen (15) days) after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party ClaimSection 7.2; provided, however, that any delay in delivering any Indemnification Notice will not affect the failure to provide notice of any such Third Party Claim pursuant to this or the preceding sentence shall not release the Indemnifying Party from any of its obligations indemnification provided hereunder, except and solely to the extent the Indemnifying Party shall will have been actually materially prejudiced as a result of such failuredelay. ThereafterFrom and after the delivery of a Indemnification Notice with respect to a Third Party Claim, the Indemnitee shall Indemnified Party will deliver to the Indemnifying Party Party, within ten (and, if applicable, to the Managing Party), promptly (and in any event within five (510) Business Days) Days after the Indemnitee’s Indemnified Party's receipt thereof, true, correct and complete copies of all material notices and documents (including court papers) received by the Indemnitee Indemnified Party relating to the Third Party Claim. Any CIE Claim shall be considered a Third Party Claim for purposes of the procedures set forth in this Section 7.3, it being the intent of the parties that Seller will assume the defense and settlement of any CIE Claim; provided that in such event, Seller will use reasonable best efforts not to create any bad faith exposure for Buyer, and, for the avoidance of doubt, if any such exposure is created that results in Losses to any of the Buyer Indemnified Parties, Seller will indemnify Buyer Indemnified Parties for such Losses pursuant to Section 7.1(a)(ii).

Third Party Claims. If any third person asserts a claim or demand is made against a Tyco Indemnitee, a Healthcare Indemnitee or a Electronics Indemnitee (each, an “Indemnitee”) by any Person who is not a indemnified party to this Agreement (a “Third Party Claim”) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Party (andhereunder that, if applicablesuccessful, might result in a claim for indemnification against any indemnifying party hereunder, the Managing Party) which is or may indemnifying party shall be required pursuant to this Article VIII or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen (15) days) after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) given prompt written notice thereof and shall have the right (a) to participate in the defense thereof and be represented, at this or its own expense, by advisory counsel selected by it, and (b) to approve any settlement if the indemnifying party is, or will be, required to pay any amounts in connection therewith. Notwithstanding the foregoing, if within fifteen (15) 10 business days after delivery of the indemnified party's notice described above, the indemnifying party indicates in writing to the indemnified party that, as between such Person becomes aware parties, such claims shall be fully indemnified for by the indemnifying party as provided herein, then the indemnifying party shall have the right to control the defense of such Third Party Claim; providedclaim, however, provided that the failure indemnified party shall have the right (x) to provide notice of participate in the defense thereof and be represented, at his or its own expenses, by advisory counsel selected by it, and (y) to approve any such Third Party Claim pursuant to this settlement if the indemnified party's interests are, or the preceding sentence would be, affected thereby, which approval shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafterbe unreasonably withheld, the Indemnitee shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five (5) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claimconditioned or delayed.

Third Party Claims. If a claim or demand is made against a Tyco Indemnitee, a Healthcare RemainCo Indemnitee or a Electronics SpinCo Indemnitee (each, an “Indemnitee”) by any Person who is not a party to this Agreement (a “Third Party Claim”) as to which such Indemnitee is or may be entitled to indemnification pursuant to this AgreementAgreement (including any Third Party Claim which may reasonably be determined to be a Shared Contingent Liability), such Indemnitee shall notify the other Party (and, if applicable, the Managing Party) which is or may be required pursuant to this Article VIII or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detaildetail (including, to the extent set forth in or readily apparent from the notices and documents received by the Indemnified Party, the facts and circumstances giving rise to such claim for indemnification), and include copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim), of the Third Party Claim promptly (and in any event within fifteen twenty (1520) daysBusiness Days) after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party Claim; provided, however, that the failure to provide notice of any such Third Party Claim pursuant to this or the preceding sentence shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been materially and actually prejudiced as a result of such failure. Thereafter, the Indemnitee shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five ten (510) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim.

Third Party Claims. If a claim or demand is made against a Tyco Indemnitee, a Healthcare an Indemnitee or a Electronics Indemnitee (each, an “Indemnitee”) by any Person who is not a party to this Agreement (a “Third Party Claim”) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement or any Ancillary Agreement, such Indemnitee shall notify the Indemnifying Party (and, if applicable, the Managing Party) which is or may be required pursuant to this Article VIII or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen thirty (1530) days) after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party Claim; provided, however, that the failure to provide notice of any such Third Party Claim pursuant to this or the preceding sentence shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be a Shared Contingent Liability, such Party, as appropriate, shall give the Managing Party written notice thereof within thirty (30) days after such Person becomes aware of such Third Party Claim subject to and in compliance with Section 6.4; provided, however, that if the first notice is a lawsuit or other notice documentation requiring a timely response, such notice documentation shall be delivered immediately (and in any event within five (5) Business Days). Thereafter, the Indemnitee shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five (5) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim.

Third Party Claims. If (i) In the event an Indemnified Party becomes aware of a claim or demand is made against by a Tyco Indemnitee, a Healthcare Indemnitee or a Electronics Indemnitee (each, an “Indemnitee”) by any Person who is not a third party to this Agreement (a “Third Party Claim”) the Notifying Party shall give the Indemnifying Party prompt written notice of such Third Party Claim (a “Third Party Claim Notice”), which Third Party Claim Notice shall be in writing and shall set forth in reasonable detail: (i) the Losses asserted against, incurred, sustained or suffered by the Indemnified Party; (ii) specify in reasonable detail why the Indemnified Party is entitled to indemnification from the Indemnifying Party for such Losses; (iii) the facts giving rise to such Third Party Claim and the amount or the method of computation of the amount of Losses of such Third Party Claim (if then known) included in the amount so stated; (iv) the date insofar as practicable each such item that has been or may be paid, incurred or sustained; (v) the provisions of this Agreement to which such Indemnitee item is or may related; and (vi) the amount of consideration sought to be entitled delivered to indemnification pursuant to this Agreement, the Indemnified Party in compensation for such Indemnitee shall notify the Party (and, if applicable, the Managing Party) which is or may be required pursuant to this Article VIII or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, Losses as of the date of such Third Party Claim promptly (Notice, to the extent known. The failure to give such Third Party Claim Notice shall not affect any Indemnified Party’s ability to seek indemnification hereunder unless, and in any event within fifteen (15) days) after receipt by only to the extent that, such Indemnitee of written notice of failure has materially prejudiced the Indemnifying Party’s ability to defend successfully a Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party Claim; provided, however, that the failure to provide notice of any such Third Party Claim pursuant to this or the preceding sentence shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnitee shall deliver to Notifying Party will give the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five (5) Business Days) after the IndemniteeNotifying Party’s (or Indemnified Parties’, as applicable) receipt or delivery thereof, copies of all notices and documents (including court papers) received or delivered by the Indemnitee Notifying Party (or Indemnified Party, as applicable) relating to the any such Third Party Claim.

Third Party Claims. If 13.2.2.1. In the event that any Indemnified Party asserts a claim for indemnification or demand is made against a Tyco Indemnitee, a Healthcare Indemnitee receives notice of the assertion of any claim or a Electronics Indemnitee (each, an “Indemnitee”) of the commencement of any action or proceeding by any Person who is not a party to this Agreement or an affiliate of a party to this Agreement (a “Third Party Claim”) as to in respect of which such Indemnitee Indemnified Party is or may be entitled to indemnification pursuant to by an Indemnifying Party under this Agreement, such Indemnitee the Indemnified Party shall notify give written notice to the Indemnifying Party (and, if applicable, the Managing Party) which is or may be required pursuant to this Article VIII or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying PartyThird Party Claims Notice”) in writing, and in reasonable detail, within ten (10) Business Days after learning of the such Third Party Claim promptly (and in any event or within fifteen (15) days) after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which shorter time as may reasonably be determined necessary to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Indemnifying Party (as determined pursuant a reasonable opportunity to Article VII) written notice thereof within fifteen (15) days after respond to such Person becomes aware claim), together with a statement specifying the basis of such Third Party Claim; provided. The Third Party Claims Notice shall (i) describe the claim in reasonable detail, howeverand (ii) indicate the amount (estimated, if necessary, and to the extent feasible) of the Losses that have been or may be suffered by the failure Indemnified Party. The Indemnifying Party must provide written notice to provide notice the Indemnified Party that it is either (i) assuming responsibility for the Third Party Claim or (ii) disputing the claim for indemnification against it (the “Indemnification Notice”) . The Indemnification Notice must be provided by the Indemnifying Party to the Indemnified Party with ten (10) days after receipt of any the Third Party Claims Notice or within such shorter time as may be necessary to give the Indemnified Party a reasonable opportunity to respond to such Third Party Claim pursuant to this or (the preceding sentence shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnitee shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five (5“Indemnification Notice Period”) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim.

Third Party Claims. If a claim or demand is made against a Tyco Indemnitee, a Healthcare an Indemnitee or a Electronics Indemnitee (each, an “Indemnitee”) by any Person who is not a party to this Agreement Party or a member of a Party’s Group (a “Third Party Claim”) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement or any Ancillary Agreement, such Indemnitee shall notify the Indemnifying Party in writing (and, if applicable, the Managing Party) which is or notice obligation may be required pursuant satisfied by providing copies of all notices and documents received by the Indemnitee relating to this Article VIII or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) in writingThird Party Claim), and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen the earlier of (15x) daysforty-five (45) days or (y) two (2) Business Days prior to the final date of the applicable response period under such Third Party Claim) after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party Claim; provided, however, that the failure to provide notice of any such Third Party Claim pursuant to this or the preceding sentence shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failure. Thereafter, the Indemnitee shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five ten (510) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim. For all purposes of this Section 5.4(b), each Party shall be deemed to have notice of the matters set forth on Schedule 1.1(97)(h).

Third Party Claims. (a) If a claim or demand is made against a Tyco Indemnitee, a Healthcare Indemnitee or a Electronics Indemnitee Party entitled to indemnification hereunder (each, an “Indemnitee”) shall receive notice or otherwise learn of the assertion by a third party (including any governmental authority) of any claim or of the commencement by any such Person who is not a party to this Agreement of any action, suit, or proceeding (collectively, a “Third Party Claim”) as with respect to which such Indemnitee is or may be entitled a Party required to provide indemnification pursuant to this Agreement, such Indemnitee shall notify the Party hereunder (and, if applicable, the Managing Party) which is or may be required pursuant to this Article VIII or pursuant to any Ancillary Agreement to make such indemnification (the an “Indemnifying Party”) in writingmay be obligated to provide indemnification to such Indemnitee, such Indemnitee shall give such Indemnifying Party and in reasonable detaileach Party to this Agreement written notice thereof as soon as reasonably practicable, but no later than thirty (30) days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim promptly (and in any event within fifteen (15) days) after receipt by such Indemnitee of written notice of the Third Party Claimreasonable detail. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim for which an Indemnifying Party may reasonably be determined obligated to be provide indemnification to an Assumed Tyco Contingent LiabilityIndemnitee, such Party, as appropriate, Party shall give the Managing other Party (as determined pursuant to Article VII) this Agreement written notice thereof within fifteen thirty (1530) days after such Person becomes becoming aware of such Third Party Claim; provided, however, that . Any such notice shall describe the failure to provide notice of any such Third Party Claim pursuant in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Party to this or the preceding sentence give such notice as provided hereunder shall not release relieve the related Indemnifying Party from any of its obligations under this ARTICLE VI except and solely to the extent the that such Indemnifying Party shall have been is actually prejudiced as a result of by such failure. Thereafter, the Indemnitee shall deliver failure to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five (5) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claimgive notice.

Third Party Claims. If In the event that a Purchaser Indemnified Party becomes aware of a third-party claim or demand is made against a Tyco Indemnitee, a Healthcare Indemnitee or a Electronics Indemnitee (each, an “Indemnitee”) by any Person who is not a party to this Agreement (a “Third Party Claim”) as to which such Indemnitee is or Purchaser Indemnified Party believes may be entitled to result in a demand for indemnification pursuant to this AgreementArticle VII, such Indemnitee Purchaser Indemnified Party shall promptly notify the Party Company of such claim (and, if applicable, with a copy to the Managing Party) which is or may be required pursuant to this Article VIII or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) in writingindependent directors), and in reasonable detailthe Company shall be entitled, of at the Third Party Claim promptly (and in any event within fifteen (15) days) after receipt by such Indemnitee of written notice of Company’s sole expense, to assume the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware defense of such Third Party Claimclaim; provided, however, that (i) the failure Company acknowledges in writing its obligation to provide notice of any indemnify, defend and hold harmless all Purchaser Indemnified Parties against such Third Party Claim claim pursuant to this or Article VII, (ii) such Purchaser Indemnified Party shall be entitled to participate, at the preceding sentence Purchaser Indemnified Party’s sole expense, in such defense and (iii) the Company shall not settle such claim without the consent of such Indemnified Party (which consent shall not be unreasonably withheld) unless such settlement entails no payment of any kind by such Purchaser Indemnified Party and provides for the complete release the Indemnifying from all liabilities and claims of any kind of such Purchaser Indemnified Party from such claim and the circumstances giving rise to such claim; provided, further, however, that if the Company does not elect to assume the defense of such claim pursuant to this sentence, then the Company may participate, at the Company’s sole expense, in such defense. In the event that the Company has proposed any such settlement, the Company shall not have any power or authority to object under any provision of its obligations except and solely this Article VII to the extent the Indemnifying Party shall have been actually prejudiced as a result amount of such failure. Thereafter, the Indemnitee shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five (5) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received claim by the Indemnitee relating Purchaser Indemnified Party for indemnity with respect to the Third Party Claimsuch settlement.

Third Party Claims. If a claim or demand is made against a Tyco Indemnitee, a Healthcare Indemnitee Lanixx Xxxemnitee or a Electronics Indemnitee Harrxx Xxxemnitee (each, an “"Indemnitee”") by any Person who is not a party to this Agreement (a “"Third Party Claim”") as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Party (and, if applicable, the Managing Party) party which is or may be required pursuant to this Article VIII Section 3.1 or pursuant to any Ancillary Agreement Section 3.2. hereof to make such indemnification (the “"Indemnifying Party”") in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen (15) days15 Business Days) after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party Claim; provided, however, that the failure to provide notice of any give such Third Party Claim pursuant to this or the preceding sentence notification shall not release affect the Indemnifying Party from any of its obligations indemnification provided hereunder except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failurefailure (except that the Indemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five (5) ten Business Days) after the Indemnitee’s 's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim. If a Third Party Claim is made against an Indemnitee, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses and acknowledges in writing its obligation to indemnify the Indemnitee therefor, to assume the defense thereof with counsel selected by the Indemnifying Party; provided that such counsel is not reasonably objected to by the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall, within 30 days (or sooner if the nature of the Third Party Claim so requires), notify the Indemnitee of its intent to do so, and the Indemnifying Party shall thereafter not be liable to the Indemnitee for legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, that such Indemnitee shall have the right to employ counsel to represent such Indemnitee if, in such Indemnitee's reasonable judgment, a conflict of interest between such Indemnitee and such Indemnifying Party exists in respect of such claim which would make representation of both such parties by one counsel inappropriate, and in such event the fees and expenses of such separate counsel shall be paid by such Indemnifying Party. If the Indemnifying Party assumes such defense, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, subject to the proviso of the preceding sentence, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during the period prior to the time the Indemnitee shall have given notice of the Third Party Claim as provided above). If the Indemnifying Party so elects to assume the defense of any Third Party Claim, all of the Indemnitees shall cooperate with the Indemnifying Party in the defense or prosecution thereof, including by providing or causing to be provided, Records and witnesses as soon as reasonably practicable after receiving any request therefor from or on behalf of the Indemnifying Party. If the Indemnifying Party acknowledges in writing responsibility for a Third Party Claim, then in no event will the Indemnitee admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying Party's prior written consent; provided, however, that the Indemnitee shall have the right to settle, compromise or discharge such Third Party Claim without the consent of the Indemnifying Party if the Indemnitee releases the Indemnifying Party from its indemnification obligation hereunder with respect to such Third Party Claim and such settlement, compromise or discharge would not otherwise adversely affect the Indemnifying Party. If the Indemnifying Party acknowledges in writing liability for a Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of a Third Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim and that would not otherwise adversely affect the Indemnitee. If an Indemnifying Party elects not to assume the defense of a Third Party Claim, or fails to notify an Indemnitee of its election to do so as provided herein, such Indemnitee may compromise, settle or defend such Third Party Claim. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim (and shall be liable for the fees and expenses of counsel incurred by the Indemnitee in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnitee which the Indemnitee reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages.

Third Party Claims. (a) If a claim or demand is made against a Tyco Indemnitee, a Healthcare Indemnitee Vector or a Electronics Indemnitee Spinco (each, an “Indemnitee”) by any Person who is not a party to this Agreement Third Party (a “Third Party Claim”) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Party (and, if applicable, the Managing Party) which is or may be required pursuant to this Article VIII Section 5.1 or pursuant to any Ancillary Agreement Section 5.2 hereof to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen by the date (15the “Outside Notice Date”) daysthat is the fifteenth (15th) Business Day after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party Claim; provided, however, that the failure to provide notice of any give such Third Party Claim pursuant to this or the preceding sentence notification shall not release affect the Indemnifying Party from any of its obligations indemnification provided hereunder except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failurefailure (except that the Indemnifying Party shall not be liable for any expenses incurred during the period beginning immediately after the Outside Notice Date and ending on the date that the Indemnitee gives the required notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five (5) ten Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim. Notwithstanding anything to the contrary contained herein, neither Party shall be required to provide notice to the other Party for Third Party Claims for which a Party is providing legal support as part of the Services to the extent that such Party has received notice in such capacity.

Third Party Claims. If a claim or demand is made against a Tyco Indemnitee, a Healthcare an Indemnitee or a Electronics Indemnitee (each, an “Indemnitee”) by any Person who is not a party to this Agreement Third Party (a “Third Party Claim”) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement, Recro (on behalf of the Recro Indemnitees) or Baudax (on behalf of the Baudax Indemnitees), as applicable (such Indemnitee claimant, the “Claiming Party”), shall notify the Indemnifying Party (andof the Third Party Claim in writing and in reasonable detail describing the basis for any claim for indemnification hereunder, if applicable, referring to the Managing Party) which is provisions of this Agreement or may be required pursuant to this Article VIII or pursuant to any Ancillary Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises and including copies of all Third Party written notices and documents received by the Claiming Party (and any or all of its Indemnitees) relating to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen twenty (1520) days) after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party Claim; provided, however, that the failure to provide notice of any such Third Party Claim pursuant to this or the preceding sentence shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failure. Thereafter, the Indemnitee Claiming Party shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five (5) Business Days) after the Indemnitee’s receipt thereofthereof by the Claiming Party (or any of its Indemnitees), copies of any and all additional Third Party written notices and documents (including court papers) received by the Indemnitee Claiming Party (or any of its Indemnitees) relating to the Third Party Claim.

Third Party Claims. If a claim or demand is made against a Tyco Indemnitee, a Healthcare SpinCo Indemnitee or a Electronics an Parent Indemnitee (each, an “Indemnitee”) by any Person who is not a party to this Agreement Third Party (a “Third Third-Party Claim”) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Party (and, if applicable, the Managing Party) party which is or may be required pursuant to this Article VIII Section 3.1 or pursuant to any Ancillary Agreement Section 3.2 hereof to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third Third-Party Claim promptly (and in any event within fifteen (15) daysBusiness Days) after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Third-Party Claim; provided, however, that the failure to provide notice of any give such Third Party Claim pursuant to this or the preceding sentence notification shall not release affect the Indemnifying Party from any of its obligations indemnification provided hereunder except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnitee shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five ten (510) Business Days) after the Indemnitee’s 's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Third-Party Claim. If a Third-Party Claim is made against an Indemnitee, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so elects in accordance with this Section 3.3(a), to assume the defense thereof with counsel selected by the Indemnifying Party; provided, however, that such counsel is not reasonably objected to by the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third-Party Claim, the Indemnifying Party shall, within thirty (30) days (or sooner if the nature of the Third-Party Claim so requires), notify the Indemnitee in writing of its intent to do so, and the Indemnifying Party shall thereafter not be liable to the Indemnitee for legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, however, that such Indemnitee shall have the right to employ counsel to represent such Indemnitee if, in such Indemnitee's reasonable judgment, a conflict of interest between such Indemnitee and such Indemnifying Party exists in respect of such claim that would make representation of both such parties by one counsel inappropriate, and in such event the fees and expenses of such separate counsel shall be paid by such Indemnifying Party. If the Indemnifying Party elects to assume such defense, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, subject to the proviso of the preceding sentence, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during the period prior to the time the Indemnitee shall have given notice of the Third-Party Claim as provided above). If the Indemnifying Party so elects to assume the defense of any Third-Party Claim, all of the Indemnitees shall cooperate with the Indemnifying Party in the defense or prosecution thereof, including by providing or causing to be provided, Records and witnesses as soon as reasonably practicable after receiving any request therefor from or on behalf of the Indemnifying Party. If an Indemnifying Party elects to assume the defense of a Third-Party Claim as provided above, in no event will the Indemnitee admit any liability with respect to, or settle, compromise or discharge, any Third-Party Claim without the Indemnifying Party's prior written consent; provided, however, that the Indemnitee shall have the right to settle, compromise or discharge such Third-Party Claim without the consent of the Indemnifying Party if the Indemnitee releases the Indemnifying Party from its indemnification obligation hereunder with respect to such Third-Party Claim and such settlement, compromise or discharge would not otherwise adversely affect the Indemnifying Party. If an Indemnifying Party elects to assume the defense of a Third-Party Claim as provided above, the Indemnitee will agree to any settlement, compromise or discharge of a Third-Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third-Party Claim and releases the Indemnitee completely in connection with such Third-Party Claim; provided, however, that, notwithstanding the foregoing, the Indemnitee shall not be required hereunder to agree to any such settlement, compromise or discharge involving the stipulation of facts or the adjudication of any question that the Indemnitee determines in its discretion would have an adverse effect on the Indemnitee in any other proceeding or otherwise would affect adversely the Indemnitee. If an Indemnifying Party elects not to assume the defense of a Third-Party Claim, or fails to notify an Indemnitee of its election to do so as provided herein, such Indemnitee may compromise, settle or defend such Third-Party Claim, and such Indemnitee may recover the Indemnifiable Losses in connection with such compromise, settlement or defense from the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third-Party Claim (and shall be liable for the fees and expenses of counsel incurred by the Indemnitee in defending such Third-Party Claim) if the Third-Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnitee which the Indemnitee reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third-Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages.

Third Party Claims. If a claim or demand is made against a Tyco Indemnitee, a Healthcare an RHD Indemnitee or a Electronics New D&B Indemnitee (each, an “"Indemnitee”") by any Person person who is not a party to this Agreement (a “"Third Party Claim”") as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Party (and, if applicable, the Managing Party) party which is or may be required pursuant to this Article VIII Section 3.1 or pursuant to any Ancillary Agreement Section 3.2 hereof to make such indemnification (the “"Indemnifying Party”") in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen (15) 15 business days) after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party Claim; provided, however, that the failure to provide notice of any give such Third Party Claim pursuant to this or the preceding sentence notification shall not release affect the Indemnifying Party from any of its obligations indemnification provided hereunder except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failurefailure (except that the Indemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five (5) Business Daysbusiness days) after the Indemnitee’s 's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim. If a Third Party Claim is made against an Indemnitee, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses and acknowledges in writing its obligation to indemnify the Indemnitee therefor, to assume the defense thereof with counsel selected by the Indemnifying Party; provided that such counsel is not reasonably objected to by the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall, within 30 days (or sooner if the nature of the Third Party Claim so requires), notify the Indemnitee of its intent to do so, and the Indemnifying Party shall thereafter not be liable to the Indemnitee for legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, that such Indemnitee shall have the right to employ counsel to represent such Indemnitee if, in such Indemnitee's reasonable judgment, a conflict of interest between such Indemnitee and such Indemnifying Party exists in respect of such claim which would make representation of both such parties by one counsel inappropriate, and in such event the fees and expenses of such separate counsel shall be paid by such Indemnifying Party. If the Indemnifying Party assumes such defense, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, subject to the proviso of the preceding sentence, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during the period prior to the time the Indemnitee shall have given notice of the Third Party Claim as provided above). If the Indemnifying Party so elects to assume the defense of any Third Party Claim, all of the Indemnitees shall cooperate with the Indemnifying Party in the defense or prosecution thereof, including by providing or causing to be provided, Records and witnesses as soon as reasonably practicable after receiving any request therefor from or on behalf of the Indemnifying Party. If the Indemnifying Party acknowledges in writing responsibility for a Third Party Claim, then in no event will the Indemnitee admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying Party's prior written consent; provided, however, that the Indemnitee shall have the right to settle, compromise or discharge such Third Party Claim without the consent of the Indemnifying Party if the Indemnitee releases the Indemnifying Party from its indemnification obligation hereunder with respect to such Third Party Claim and such settlement, compromise or discharge would not otherwise adversely affect the Indemnifying Party. If the Indemnifying Party acknowledges in writing liability for a Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of a Third Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim and that would not otherwise adversely affect the Indemnitee; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge if the Indemnitee agrees that the Indemnifying Party's indemnification obligation with respect to such Third Party Claim shall not exceed the amount that would be required to be paid by or on behalf of the Indemnifying Party in connection with such settlement, compromise or discharge. If an Indemnifying Party elects not to assume the defense of a Third Party Claim, or fails to notify an Indemnitee of its election to do so as provided herein, such Indemnitee may compromise, settle or defend such Third Party Claim. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim (and shall be liable for the fees and expenses of counsel incurred by the Indemnitee in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnitee which the Indemnitee reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages.

Third Party Claims. If a claim or demand is made against a Tyco Indemnitee, a Healthcare Duke Energy Indemnitee or a Electronics Spectra Energy Indemnitee (each, an “Indemnitee”) by any Person who is not a party to this Agreement or an Affiliate of a Party (a “Third Party Claim”) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Party (and, if applicable, the Managing Party) which is or may be required pursuant to this Article VIII ARTICLE VII or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen (15) days) after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party Claim; provided, however, that the failure to provide notice of any such Third Party Claim pursuant to this or the preceding sentence shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failurefailure (except that the Indemnifying Party or Parties shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five ten (510) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim.

Third Party Claims. If a claim Upon receipt by an Indemnified Party of notice of any action, suit, proceeding, audit, claim, demand, investigation or demand is assessment made against a Tyco Indemnitee, a Healthcare Indemnitee or a Electronics Indemnitee (each, brought by an “Indemnitee”) by any Person who is not a unaffiliated third party to this Agreement (a “Third Party Claim”) as with respect to a matter for which such Indemnitee Indemnified Party is indemnified under this Article X which has or may be entitled is expected to indemnification pursuant give rise to this Agreement, such Indemnitee shall notify the Party (and, if applicablea claim for Damages, the Managing Indemnified Party shall promptly (but in any event within ten (10) Business Days of receipt of such Third Party Claim), in the case of a Purchaser Indemnified Party) which is , notify Sellers, and in the case of a Seller Indemnified Party, notify Purchaser (Sellers or Purchaser, as the case may be required pursuant to this Article VIII or pursuant to any Ancillary Agreement to make such indemnification (be, the “Indemnifying Party”) ), in writing, indicating the nature of such Third Party Claim and, to the extent known, the basis therefor; provided, however, that any delay or failure by the Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. Such written notice (a “Claim Notice”) shall set forth (i) the facts and circumstances giving rise to such claim for indemnification, to the extent then known by the Indemnified Party, including copies of all material written evidence thereof, (ii) the nature of the Damages suffered or incurred or expected to be suffered or incurred, to the extent then known by the Indemnified Party, (iii) a reference to the provisions of this Agreement in reasonable detailrespect of which such Damages have been suffered or incurred or are expected to be suffered or incurred, and (iv) the amount of Damages actually suffered or incurred, to the extent then known by the Indemnified Party, and, to the extent the Damages have not yet been suffered or incurred, a good-faith estimate, to the extent then reasonably estimable, of the amount of Damages that could reasonably be expected to be suffered or incurred. The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to elect, at its option, to assume and control the defense of, at its own expense and by its own counsel (which counsel shall be reasonably acceptable to the Indemnified Party), any such Third Party Claim and shall be entitled to assert any and all defenses available to the Indemnified Party to the fullest extent permitted by applicable Law so long as (A) the Indemnifying Party’s written notice of its election to assume the defense of such Third Party Claim states that the Indemnifying Party will, and thereby covenants to, indemnify pursuant to, and subject to the limitations contained in, this Article X and, (B) the Indemnified Party has not been advised by counsel that an actual or potential conflict exists between the Indemnified Party and the Indemnifying Party in connection with the defense of such Third Party Claim and (C) the Third Party Claim promptly (and in does not relate to any event within fifteen (15) days) after receipt by such Indemnitee of written notice of criminal or regulatory enforcement Proceeding; provided, that, if the Third Indemnifying Party Claim. If any Party shall receive notice or otherwise learn of assumes the assertion defense of a Third Party Claim and (x) the Indemnified Party subsequently discovers that the facts presented at the time the Indemnifying Party assumed control of the defense were not accurate or incomplete, and (y) the Indemnifying Party reasonably determines that the new information is reasonably likely to mean that the Indemnifying Party does not have an indemnification obligation in respect of such Third Party Claim, then the Indemnifying Party shall provide the Indemnified Party written notice of the same and shall cooperate with the Indemnified Party to transfer control back to the Indemnified Party and the acknowledgement referred to in clause (A) of this sentence shall be null and void and have no further force or effect. If the Indemnifying Party shall undertake to compromise or defend any such Third Party Claim, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to, and to cause its Affiliates to, cooperate with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claim, including by furnishing non-privileged books and records, personnel and witnesses, as appropriate for any defense of such Third Party Claim ; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the Indemnified Party (which may reasonably consent will not be determined to be an Assumed Tyco Contingent Liabilityunreasonably withheld) unless the relief (I) consists solely of money damages, (II) results in the full and general release of all Indemnified Parties named in such Third Party Claim from all liabilities arising or relating to, or in connection with, such Third Party Claim and (III) involves no finding or admission of any fault or violation of applicable Law. Notwithstanding an election to assume the defense of such action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (x) the Indemnified Party shall have been advised by counsel that a conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (y) the Indemnifying Party shall have authorized in writing the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. In any event, as appropriatethe Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this Article X and keep such Persons informed of all developments relating to any such Third Party Claims, and provide copies of all relevant correspondence and documentation relating thereto. The Indemnified Party shall give have the Managing right at its own expense to participate in the defense of such asserted liability. If the Indemnifying Party (as determined pursuant receiving such notice of Third Party Claim does not timely elect to Article VII) written notice thereof within fifteen (15) days after defend such Person becomes aware of Third Party Claim, the Indemnified Party shall have the right, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that the failure to provide notice of Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim pursuant to this or without the preceding sentence shall not release the Indemnifying Party from any prior written consent of its obligations except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnitee shall deliver to the Indemnifying Party (and, if applicable, such consent not to the Managing Partybe unreasonably withheld), promptly (and in any event within five (5) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim.

Third Party Claims. If a claim or demand is made against a Tyco Indemnitee, a Healthcare Blackstone Indemnitee or a Electronics PJT Indemnitee (each, an “Indemnitee”) by any Person who is not a party to this Agreement or a Subsidiary of a Party (a “Third Party Claim”) as to which such Indemnitee is or may reasonably expects to be entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Party (and, if applicable, the Managing Party) which that is or may be required pursuant to this Article VIII VIII, or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen thirty (1530) days) after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party Claim; provided, however, that the failure to provide such notice of any such Third Party Claim pursuant to this or the preceding sentence shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failure. Thereafter, the Indemnitee shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five ten (510) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim; provided, however, that the failure to forward such notices and documents shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been materially prejudiced as a result of such failure.

Third Party Claims. If a claim or demand is made against a Tyco an ACNielsen Indemnitee, a Healthcare Cognizant Indemnitee or a Electronics D&B Indemnitee (each, an “"Indemnitee”") by any Person person who is not a party to this Agreement (a “"Third Party Claim”") as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Party (and, if applicable, the Managing Party) party which is or may be required pursuant to this Article VIII Section 3.1, Section 3.2 or pursuant to any Ancillary Agreement Section 3.3 hereof to make such indemnification (the “"Indemnifying Party”") in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen (15) 15 business days) after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party Claim; provided, however, that the failure to provide notice of any give such Third Party Claim pursuant to this or the preceding sentence notification shall not release affect the Indemnifying Party from any of its obligations indemnification provided hereunder except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failurefailure (except that the Indemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five (5) Business Daysbusiness days) after the Indemnitee’s 's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim. If a Third Party Claim is made against an Indemnitee, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses and acknowledges in writing its obligation to indemnify the Indemnitee therefor, to assume the defense thereof with counsel selected by the Indemnifying Party; provided that such counsel is not reasonably objected to by the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall, within 30 days (or sooner if the nature of the Third Party Claim so requires), notify the Indemnitee of its intent to do so, and the Indemnifying Party shall thereafter not be liable to the Indemnitee for legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, that such Indemnitee shall have the right to employ counsel to represent such Indemnitee if, in such Indemnitee's reasonable judgment, a conflict of interest between such Indemnitee and such Indemnifying Party exists in respect of such claim which would make representation of both such parties by one counsel inappropriate, and in such event the fees and expenses of such separate counsel shall be paid by such Indemnifying Party. If the Indemnifying Party assumes such defense, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, subject to the proviso of the preceding sentence, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during the period prior to the time the Indemnitee shall have given notice of the Third Party Claim as provided above). If the Indemnifying Party so elects to assume the defense of any Third Party Claim, all of the Indemnitees shall cooperate with the Indemnifying Party in the defense or prosecution thereof, including by providing or causing to be provided, Records and witnesses as soon as reasonably practicable after receiving any request therefor from or on behalf of the Indemnifying Party. If the Indemnifying Party acknowledges in writing responsibility for a Third Party Claim, then in no event will the Indemnitee admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying Party's prior written consent; provided, however, that the Indemnitee shall have the right to settle, compromise or discharge such Third Party Claim without the consent of the Indemnifying Party if the Indemnitee releases the Indemnifying Party from its indemnification obligation hereunder with respect to such Third Party Claim and such settlement, compromise or discharge would not otherwise adversely affect the Indemnifying Party. If the Indemnifying Party acknowledges in writing liability for a Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of a Third Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim and that would not otherwise adversely affect the Indemnitee; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge if the Indemnitee agrees that the Indemnifying Party's indemnification obligation with respect to such Third Party Claim shall not exceed the amount that would be required to be paid by or on behalf of the Indemnifying Party in connection with such settlement, compromise or discharge. If an Indemnifying Party elects not to assume the defense of a Third Party Claim, or fails to notify an Indemnitee of its election to do so as provided herein, such Indemnitee may compromise, settle or defend such Third Party Claim. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim (and shall be liable for the fees and expenses of counsel incurred by the Indemnitee in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnitee which the Indemnitee reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages.

Third Party Claims. If In the event that a claim or demand is made against a Tyco Indemnitee, a Healthcare Indemnitee or a Electronics Indemnitee party (each, an the “Indemnitee”) desires to make a claim against another party (the “Indemnitor”) pursuant to Section 8.2 or Section 8.3 in connection with any action, suit, proceeding or demand at any time instituted against or made upon the Indemnitee by any Person who is not a third party to this Agreement for which the Indemnitee may seek indemnification hereunder (a “Third Party Claim”) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement), such the Indemnitee shall notify the Party (andpromptly notify, if applicable, the Managing Party) which is or may be required pursuant to this Article VIII or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, the Indemnitor of the such Third Party Claim promptly and of the Indemnitee’s claim of indemnification with respect thereto. The Indemnitor shall have thirty (and in any event within fifteen (1530) days) days after receipt by of such notice to notify the Indemnitee if he/she or it has elected to assume the defense of written notice of the such Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined Indemnitor elects to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give assume the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware defense of such Third Party Claim, the Indemnitor shall be entitled at his/her or its own expense to conduct and control the defense and settlement of such Third Party Claim through counsel of his/her or its own choosing; provided, however, that the failure to provide notice Indemnitee may participate in the defense of any such Third Party Claim pursuant to this with his/her or its own counsel at his/her or its own expense and the preceding sentence Indemnitor may not settle any Third Party Claim without the Indemnitee’s consent, which shall not release be unreasonably withheld. If the Indemnifying Indemnitor fails to notify the Indemnitee within thirty (30) days after receipt of the Indemnitee’s written notice of a Third Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. ThereafterClaim, the Indemnitee shall deliver be entitled to assume the Indemnifying defense of such Third Party (andClaim at the expense of the Indemnitor; provided, if applicablehowever, to the Managing Party), promptly (and in any event within five (5) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by that the Indemnitee relating to the may not settle any Third Party ClaimClaim without the Indemnitor’s consent, which shall not be unreasonably withheld.

Third Party Claims. If a an Indemnitee receives notice or otherwise learns of the assertion by any Third Party of any claim or demand is made against a Tyco Indemnitee, a Healthcare Indemnitee or a Electronics Indemnitee (each, an “Indemnitee”) of the commencement by any Person who is not a party Third Party of any Action as to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement (a “Third Party Claim”), Citrix (on behalf of the Citrix Indemnitees) or SpinCo (on behalf of the SpinCo Indemnitees), as to which applicable (such Indemnitee is or may be entitled to indemnification pursuant to this Agreementclaimant, such Indemnitee the “Claiming Party”), shall notify the Indemnifying Party (and, if applicable, the Managing Party) which is or may be required pursuant to this Article VIII or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party Claim in writing and in reasonable detail describing the basis for any claim for indemnification hereunder and including copies of all notices and documents received by the Claiming Party (and any or all of its Indemnitees) from Third Parties relating to the Third Party Claim (subject to any bona fide claims of attorney-client privilege) promptly (and in any event within fifteen with twenty (1520) days) days after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party Claim); provided, however, that the failure to provide notice of any such Third Party Claim pursuant to this or the preceding sentence shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnitee Claiming Party shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five (5) Business Days) after the Indemnitee’s receipt thereofthereof by the Claiming Party (or any of its Indemnitees), copies of any and all additional written notices and documents (including court papers) received by the Indemnitee Claiming Party (or any of its Indemnitees) from Third Parties relating to the Third Party Claim, subject to any bona fide claims of attorney-client privilege.

Third Party Claims. If a claim or demand is made against a Tyco Indemnitee, a Healthcare Indemnitee or a Electronics Indemnitee (each, an “Indemnitee”) Promptly after the assertion by any Person who is not a third party to this Agreement of any claim (a “Third Party Claim”) as against any Person entitled to indemnification under this Section 9.02 (the “Indemnitee”) that results or may result in the incurrence by such Indemnitee of any Loss for which such Indemnitee is or may would be entitled to indemnification pursuant to this Agreement, such Indemnitee shall promptly notify in writing the Party (and, if applicable, the Managing Party) which is or may be required pursuant to this Article VIII or pursuant to any Ancillary Agreement to make parties from whom such indemnification could be sought (the “Indemnifying PartyIndemnitors”) in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen (15) days) after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party Claim; provided. The Indemnitor may, howeverat its option, that assume the failure defense of the Indemnitee against such Third Party Claim (including, without limitation, the employment of counsel and the payment of expenses). Each Indemnitee shall have the right to provide notice of employ separate counsel in any such Third Party Claim pursuant and to this or participate in the preceding sentence defense thereof, but the fees and expenses of such counsel shall not release be an expense of the Indemnifying Party from any of its obligations except and solely to Indemnitor unless (i) the extent the Indemnifying Party Indemnitor shall have failed, within a reasonable time after having been actually prejudiced as a result of such failure. Thereafter, the Indemnitee shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and notified in any event within five (5) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received writing by the Indemnitee relating of the existence of such Third Party Claim as provided in the preceding sentence, to assume the defense of such Third Party Claim (except if the Indemnitor has expressly denied in writing responsibility for such Third Party Claim) or (ii) the employment of such counsel has been specifically authorized by the Indemnitor. An Indemnitor shall have no authority to settle any Third Party Claim without approval of the Indemnitee (such approval not to be unreasonably withheld, conditioned or delayed), unless the settlement requires nothing other than the payment of money by Indemnitor.

Third Party Claims. If a claim or demand is made against a Tyco Indemnitee, a Healthcare an Indemnitee or a Electronics Indemnitee (each, an “Indemnitee”) by any Person who is not a party to this Agreement member of the Inpixon Group or the CXApp Group or KINS or their respective Affiliates (a “Third Party Claim”) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement or any Ancillary Agreement, such Indemnitee shall notify the Indemnifying Party in writing (and, if applicable, the Managing Party) which is or notice obligation may be required pursuant satisfied by providing copies of all notices and documents received by the Indemnitee relating to this Article VIII or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) in writingThird Party Claim), and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen the earlier of (15x) daysforty-five (45) days or (y) two (2) Business Days prior to the final date of the applicable response period under such Third Party Claim) after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party Claim; provided, however, that the failure to provide notice of any such Third Party Claim pursuant to this or the preceding sentence shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failure. Thereafter, the Indemnitee shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five ten (510) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim. For all purposes of this Section 5.4(b), each Party shall be deemed to have notice of the matters set forth on Schedule 1.1(50)(vii).

Third Party Claims. If a claim or demand is made against a Tyco Cendant Indemnitee, a Healthcare Realogy Indemnitee, a Wyndham Indemnitee or a Electronics Travelport Indemnitee (each, an “Indemnitee”) by any Person who is not a party to this Agreement (a “Third Party Claim”) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Party (and, if applicable, the Managing PartyContingent Claim Committee) which is or may be required pursuant to this Article VIII or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen (15) days) after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Cendant Contingent Liability, such Party, as appropriate, shall give the applicable Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party Claim; provided, however, that the failure to provide notice of any such Third Party Claim pursuant to this or the preceding sentence shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnitee shall deliver to the Indemnifying Party (and, if applicable, to the Managing PartyParty and the Contingent Claim Committee), promptly (and in any event within five (5) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim.

Third Party Claims. If a claim or demand is made against a Tyco Indemnitee, a Healthcare Indemnitee Purchaser Indemnified Party or a Electronics Indemnitee Warrantor Indemnified Party (each, an “IndemniteeIndemnified Party”) by shall receive notice of any Person who is not a party to this Agreement Action, audit, demand or assessment (each, a “Third Third-Party Claim”) as against it or which may give rise to which a claim for Loss under this Article VII, within thirty (30) calendar days of the receipt of such Indemnitee is or may be entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Party (and, if applicablenotice, the Managing Party) which is or may be required pursuant to this Article VIII or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third Indemnified Party Claim promptly (and in any event within fifteen (15) days) after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Indemnifying Party (or Indemnifying Parties, as determined pursuant to Article VII) written the case may be, notice thereof within fifteen (15) days after such Person becomes aware of such Third Third-Party Claim; provided, however, that the failure to provide such notice of any such Third Party Claim pursuant to this or the preceding sentence shall not release the any Indemnifying Party from any of its obligations under this Article VII except and solely to the extent that such Indemnifying Party is materially prejudiced by such failure and shall not relieve such Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article VII. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party or Indemnified Parties hereunder against any Losses that may result from such Third-Party Claim, then such Indemnifying Party or Indemnifying Parties, as the case may be, shall have been actually prejudiced as a result be entitled to assume and control the defense of such failure. ThereafterThird-Party Claim at its or their expense and through counsel of its or their choice if it or they give notice of such intention to do so to the Indemnified Party or Indemnified Parties, as the Indemnitee shall deliver case may be, within fourteen (14) calendar days of the receipt of notice from any Indemnified Party of such Third-Party Claim; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of the Indemnified Party or Indemnified Parties in its or their sole and absolute discretion for the same counsel to represent both the Indemnified Party or Indemnified Parties and the Indemnifying Party (andor Indemnifying Parties, if applicablethen the Indemnified Party or Indemnified Parties shall be entitled to retain its or their own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party or Indemnifying Parties. In the event that the Indemnifying Party or Indemnifying Parties exercise the right to undertake any such defense against any such Third-Party Claim as provided above, the Managing Indemnified Party or Indemnified Parties shall cooperate with the Indemnifying Party or Indemnifying Parties in such defense and make available to any Indemnifying Party), promptly (at such Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by such Indemnifying Party. Similarly, in the event any event within five (5) Business Days) after Indemnified Party is, directly or indirectly, conducting the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third defense against any such Third-Party Claim, such Indemnifying Party shall cooperate with the Indemnified Party or Indemnified Parties in such defense and make available to any Indemnified Party, at such Indemnifying Party’s or Indemnifying Parties’ expense, all such witnesses, records, materials and information in such Indemnifying Party’s possession or under such Indemnifying Party’s control relating thereto as is reasonably required by any Indemnified Party. No Third-Party Claim may be settled (i) by any Indemnified Party without the prior written consent of the Indemnifying Party or Indemnifying Parties (which shall not be unreasonably withheld or delayed) if the Indemnifying Party or Indemnifying Parties acknowledge in writing its or their obligation to indemnify such Indemnified Party hereunder against any Losses that may result from such Third-Party Claim or (ii) by any Indemnifying Party without the prior written consent of the Indemnified Party or Indemnified Parties, except, in the case of (ii) only, where settlement of such Third-Party Claim (A) includes an unconditional release of the Indemnified Party or Indemnified Parties from all liability arising out of such Action, audit, demand or assessment and (B) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party.

Third Party Claims. If a claim or demand is made against a Tyco Indemnitee, a Healthcare Parent Indemnitee or a Electronics Spinco Indemnitee (each, an “Indemnitee”) by any Person who is not a party to this Agreement or an Affiliate of a Party (a “Third Party Claim”) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Party (and, if applicable, the Managing Party) which is or may be required pursuant to this Article VIII ARTICLE VII or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen (15) 15 calendar days) after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party Claim; provided, however, that the failure to provide written notice of any such Third Party Claim pursuant to this or the preceding sentence shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failurefailure (except that the Indemnifying Party or Parties shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five (5) 10 Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim.

Third Party Claims. If a claim or demand is made against a Tyco Indemnitee, a Healthcare an ASD Indemnitee or a Electronics WABCO Indemnitee (each, an “Indemnitee”) by any Person who is not a party to this Agreement or an Affiliate of a Party (a “Third Party Claim”) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Party (and, if applicable, the Managing Party) which is or may be required pursuant to this Article VIII ARTICLE VI or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen ten (1510) daysBusiness Days) after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party Claim; provided, however, that the failure to provide notice of any such Third Party Claim pursuant to this or the preceding sentence shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failurefailure (except that the Indemnifying Party or Parties shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five ten (510) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim.

Third Party Claims. (i) If a claim or demand is made against a Tyco Indemnitee, a Healthcare Indemnitee or a Electronics Indemnitee any party (each, an the “IndemniteeIndemnified Party”) receives written notice (or otherwise becomes aware) of the commencement of any Proceeding or the assertion of any claim by a third party or the imposition of any Person who is not a party penalty or assessment (in each case other than any claims, penalties, assessments or other proceedings with respect to this Agreement Taxes, which for the avoidance of doubt shall be governed by Section 10.04) for which indemnity may be sought under Section 9.01 or Section 9.02 (a “Third Party Claim”) as ), and such Indemnified Party intends to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Party (and, if applicable, the Managing Party) which is or may be required seek indemnity pursuant to this Article VIII IX, the Indemnified Party shall promptly (but no later than fifteen (15) calendar days of the earlier of receiving such written notice or pursuant to any Ancillary Agreement to make becoming aware of such indemnification Third Party Claim) provide the other party (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen (15) days) after receipt by such Indemnitee of with written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party Claim; provided, howeverstating the nature, basis, the amount thereof (to the extent known or of a nature that can reasonably be estimated, which amount shall not be conclusive of the failure final amount of such Third Party Claim), the method of computation thereof (to provide notice the extent known or of a nature that can reasonably be estimated), any other remedy sought thereunder, any relevant time constraints relating thereto, and, to the extent practicable, any other material details pertaining thereto, along with copies of the relevant documents evidencing such Third Party Claim pursuant and the basis for indemnification sought. Failure of the Indemnified Party to this or the preceding sentence shall give such notice will not release relieve the Indemnifying Party from any of its indemnification obligations hereunder, except and solely to the extent that the Indemnifying Party shall have been actually is prejudiced as a result of such failure. Thereafter, the Indemnitee shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five (5) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claimthereby.

Third Party Claims. If a claim or demand is made against a Tyco Indemnitee, a Healthcare Indemnitee or a Electronics Indemnitee (each, an “Indemnitee”) by With respect to any Person who is not a party to this Agreement (a “Third Party Claim”) , the Assignor shall, after having admitted in writing liability towards the Indemnitee, have the right, at its own expense, to participate in or assume control of the negotiation, settlement or defense of such Third Party Claim and, in such event, the Assignor shall reimburse the Indemnitee for all of the Indemnitee’s out-of-pocket expenses as a result of such participation or assumption. If the Assignor elects to assume such control, the Indemnitee shall cooperate with the Assignor, shall have the right to participate in the negotiation, settlement or defense of such Third Party Claim at its own expense and shall have the right to disagree on reasonable grounds with the selection and retention of counsel, in which case counsel satisfactory to the Assignor and the Indemnitee shall be retained by the Assignor. If the Assignor refuses to assume such control or, having elected to assume such control thereafter fails to defend any such Third Party Claim within a reasonable time, the Indemnitee is or may shall be entitled to indemnification pursuant assume such control and the Assignor shall be bound by the results obtained by the Indemnitee with respect to this Agreement, such Indemnitee shall notify the Party (and, if applicable, the Managing Party) which is or may be required pursuant to this Article VIII or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen (15) days) after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party The Assignor shall receive notice or otherwise learn pay expenses of the assertion Indemnitee monthly in advance of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give being incurred if the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware Assignor is not immediately assuming satisfactory defense of such any Third Party Claim, in the amounts reasonably estimated by the Indemnitee to be incurred in the next month; provided, however, that the failure to provide notice Indemnitee shall within a reasonable time following the conclusion of any such Third Party Claim pursuant to this or the preceding sentence shall not release the Indemnifying Party from any of its obligations except and solely month promptly return to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, Assignor any amounts advanced to the Indemnitee shall deliver to in accordance with the Indemnifying Party (and, if applicable, to foregoing in excess of the Managing Party), promptly (and in any event within five (5) Business Days) after out-of-pocket expenses incurred by the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim.

Third Party Claims. If In order for a Person (the “Indemnified Party”) to be entitled to any indemnification provided for under Section 10.01 or Section 10.02 in respect of, arising out of or involving a claim or demand is made against a Tyco Indemnitee, a Healthcare Indemnitee or a Electronics Indemnitee (each, an “Indemnitee”) by any Person who is not a party to this Agreement hereto against the Indemnified Party (a “Third Third-Party Claim”) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement), such Indemnitee shall Indemnified Party must, within thirty (30) days after receipt by such Indemnified Party of written notice of the commencement of a Third-Party Claim or the threat of a Third-Party Claim, notify the Party (and, if applicable, the Managing Party) which is or may be required pursuant to this Article VIII or pursuant to any Ancillary Agreement to make such indemnification indemnifying party (the “Indemnifying Party”) in writing, and in reasonable detail, writing of the Third such actual or threatened Third-Party Claim promptly (and in any event within fifteen (15) days) after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of notice, a Third “Third-Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party ClaimNotice“); provided, however, that the failure to provide notice of any such Third timely give a Third-Party Claim pursuant to this or the preceding sentence Notice shall not release affect the Indemnifying Party from any of its obligations indemnification provided hereunder except and solely to the extent that (i) the Indemnifying Party shall have been actually and materially prejudiced as a result of such failurefailure or (ii) the Indemnified Party fails to provide such Third-Party Claim Notice in accordance with this Section 10.06 prior to the expiration of the applicable period set forth in Section 10.05. ThereafterFor the avoidance of doubt, in instances where PEGC I OP is the Indemnified Party, the Indemnitee aforementioned thirty (30) day period shall deliver not begin with respect to a potential Third-Party Claim until such time as the Indemnifying Party (and, if applicable, Special Committee has been informed of such Claim pursuant to the Managing Party), promptly (and in any event within five (5) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party ClaimSection 10.04.

Third Party Claims. If a claim or demand is made against a Tyco Indemnitee, a Healthcare an iGATE Indemnitee or a Electronics Mastech Indemnitee (each, an “Indemnitee”) by any Person who is not a party to this Agreement or an Ancillary Agreement or an Affiliate of a Party (a “Third Party Claim”) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Party (and, if applicable, the Managing Party) which is or may be required pursuant to this Article VIII ARTICLE V or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen ten (1510) daysBusiness Days) after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party Claim; provided, however, that the failure to provide notice of any such Third Party Claim pursuant to this or the preceding sentence shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failurefailure (except that the Indemnifying Party or Parties shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five ten (510) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim.

Third Party Claims. If a claim or demand is made against a Tyco Indemnitee, a Healthcare any Purchaser Indemnitee or a Electronics Seller Indemnitee (each, an the “IndemniteeIndemnified Party”) receives written notice or written threat of the commencement of any Proceeding or the assertion of any claim by a Third Party or the imposition of any Person who is not a party to this Agreement penalty or assessment, for which indemnity may be sought under Section 8.02(a) or Section 8.02(b) (a “Third Party Claim”) as ), and such Indemnified Party intends to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Party (and, if applicable, the Managing Party) which is or may be required seek indemnity pursuant to this Article VIII VIII, the Indemnified Party shall promptly (but no later than 30 days after receiving such notice or pursuant threat), and in any event prior to the expiration of any Ancillary Agreement to make such indemnification applicable survival period specified in Section 8.01, provide the other Party (the “Indemnifying Party”) with written notice of such Third Party Claim, stating, to the extent available and practicable, reasonable detail thereof, including the nature, basis, the amount thereof (to the extent known or estimated, which amount shall not be conclusive of the final amount of such Third Party Claim), the method of computation thereof (to the extent known or estimated), any other remedy sought thereunder, any relevant time constraints relating thereto, and, to the extent practicable, any other material details pertaining thereto, along with copies of the relevant documents evidencing such Third Party Claim and the basis for indemnification sought. Failure of the Indemnified Party to give such notice within such 30-day period will not relieve the Indemnifying Party from its indemnification obligations hereunder, except to the extent (and then only to such extent) that such failure actually and materially prejudices the defense of such Third Party Claim. The Indemnifying Party will have 30 days from receipt of any such notice of a Third Party Claim to give notice to the Indemnified Party whether it is assuming and controlling the defense, appeal or settlement proceedings thereof with counsel of the Indemnifying Party’s choice, it being understood that the Indemnifying Party will not be liable for any legal expenses subsequently incurred by the Indemnified Party with respect to such Third Party Claim, except to the extent provided in writingthis Section 8.03; provided, further, that an Indemnifying Party shall not have the right to assume and in reasonable detailcontrol such defense, appeal or settlement proceedings if (i) such Third Party Claim seeks non-monetary relief (except where non-monetary relief is merely incidental to a primary claim or claims for monetary damages), (ii) such Third Party Claim seeks criminal or regulatory enforcement penalties or involves an Educational Approval, (iii) the Indemnifying Party fails to conduct the defense of the Third Party Claim promptly diligently, (and in any event within fifteen (15iv) days) after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may seeks money damages reasonably be determined likely to be an Assumed Tyco Contingent Liabilityadjudicated in excess of the applicable cap set forth in Section 8.04, (v) the Indemnified Party has reasonably concluded, based on the advice of counsel, that the Indemnifying Party and the Indemnified Party have a material conflict under applicable standards of professional conduct with respect to such PartyThird Party Claim or (vi) in the case of indemnification of a Purchaser Indemnitee, as appropriate, shall give any insurer or underwriter is required or has elected to assume the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware defense of such Third Party Claim; provided, however, that Claim under the failure to provide R&W Insurance Policy. Any 106 notice of an Indemnifying Party indicating that it is assuming and controlling the defense, appeal or settlement proceedings with respect to any Third Party Claim shall be accompanied by a statement of the Indemnifying Party, for informational purposes only, indicating whether the Indemnifying Party currently believes that it will responsible and liable for all Losses which result from such Third Party Claim pursuant to this or the preceding sentence shall not release the Indemnifying Party from any of its obligations except and solely Claim, subject to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnitee shall deliver limitations set forth in Section 8.04 or has any grounds to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (contents its responsibility and in any event within five (5) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claimliability therefor.

Third Party Claims. If a an Indemnitee receives notice or otherwise learns of the assertion by any Third Party of any claim or demand is made against a Tyco Indemnitee, a Healthcare Indemnitee or a Electronics Indemnitee (each, an “Indemnitee”) of the commencement by any Person who is not a party Third Party of any Action as to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement (a “Third Party Claim”), Florida (on behalf of the Florida Indemnitees) or SpinCo (on behalf of the SpinCo Indemnitees), as to which applicable (such Indemnitee is or may be entitled to indemnification pursuant to this Agreementclaimant, such Indemnitee the “Claiming Party”), shall notify the Indemnifying Party (and, if applicable, the Managing Party) which is or may be required pursuant to this Article VIII or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party Claim in writing and in reasonable detail describing the basis for any claim for indemnification hereunder and including copies of all notices and documents received by the Claiming Party (and any or all of its Indemnitees) from Third Parties relating to the Third Party Claim (subject to any bona fide claims of attorney-client privilege) promptly (and in any event within fifteen with twenty (1520) days) days after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party Claim); provided, however, that the failure to provide notice of any such Third Party Claim pursuant to this or the preceding sentence shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnitee Claiming Party shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five (5) Business Days) after the Indemnitee’s receipt thereofthereof by the Claiming Party (or any of its Indemnitees), copies of any and all additional written notices and documents (including court papers) received by the Indemnitee Claiming Party (or any of its Indemnitees) from Third Parties relating to the Third Party Claim, subject to any bona fide claims of attorney-client privilege.

Third Party Claims. (i) If a claim claim, action, suit or demand is made against proceeding by a Tyco Indemnitee, a Healthcare Indemnitee or a Electronics Indemnitee (each, an “Indemnitee”) by any Person who is not a party to this Agreement Party or an Affiliate thereof (a “Third Party Claim”) as is made against any Indemnified Party, and if such Person intends to which such Indemnitee is or may be entitled to indemnification pursuant to seek indemnity with respect thereto under this AgreementARTICLE IX, such Indemnitee Indemnified Party shall notify the Party promptly (and, if applicable, the Managing Party) which is or may be required pursuant to this Article VIII or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event event, within fifteen (15the applicable periods set forth in Section 9.1) days) after receipt by such Indemnitee give a Notice of written notice of Claim to the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party ClaimIndemnitor; provided, however, provided that the failure to provide notice give such Notice of any such Third Party Claim pursuant to this or the preceding sentence shall not release relieve the Indemnifying Party from any Indemnitor of its obligations hereunder, except and solely to the extent (x) such failure is actually prejudicial to the Indemnifying Party shall have been actually prejudiced as a result rights and obligations of the Indemnitor or (y) such failureNotice of Claim is delivered after the expiration of the applicable periods set forth in Section 9.1. Thereafter, the Indemnitee Indemnified Party shall deliver to the Indemnifying Party (andIndemnitor, if applicable, to the Managing Party), promptly (and in any event within five (5) Business Days) days after the IndemniteeIndemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee Indemnified Party relating to the Third Party Claim. Notwithstanding the foregoing, should a Person be physically served with a complaint with regard to a Third Party Claim, the Indemnified Party must notify the Indemnitor with a copy of the complaint within five (5) days after receipt thereof and shall deliver to the Indemnitor, within five (5) days after the receipt of such complaint, copies of notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim (or in each case such earlier time as may be necessary to enable the Indemnitor to respond to the court proceedings on a timely basis).

Third Party Claims. If a claim or demand is made against a Tyco Indemnitee, a Healthcare any Purchaser Indemnitee or a Electronics Seller Indemnitee (each, an the “IndemniteeIndemnified Party”) receives written notice or written threat of the commencement of any Proceeding or the assertion of any claim by a Third Party or the imposition of any Person who is not a party to this Agreement penalty or assessment, for which indemnity may be sought under Section 8.02(a) or Section 8.02(b) (a “Third Party Claim”) as ), and such Indemnified Party intends to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Party (and, if applicable, the Managing Party) which is or may be required seek indemnity pursuant to this Article VIII VIII, the Indemnified Party shall promptly (but no later than 30 days after receiving such notice or pursuant threat), and in any event prior to the expiration of any Ancillary Agreement to make such indemnification applicable survival period specified in Section 8.01, provide the other Party (the “Indemnifying Party”) with written notice of such Third Party Claim, stating, to the extent available and practicable, reasonable detail thereof, including the nature, basis, the amount thereof (to the extent known or estimated, which amount shall not be conclusive of the final amount of such Third Party Claim), the method of computation thereof (to the extent known or estimated), any other remedy sought thereunder, any relevant time constraints relating thereto, and, to the extent practicable, any other material details pertaining thereto, along with copies of the relevant documents evidencing such Third Party Claim and the basis for indemnification sought. Failure of the Indemnified Party to give such notice within such 30-day period will not relieve the Indemnifying Party from its indemnification obligations hereunder, except to the extent (and then only to such extent) that such failure actually and materially prejudices the defense of such Third Party Claim. The Indemnifying Party will have 30 days from receipt of any such notice of a Third Party Claim to give notice to the Indemnified Party whether it is assuming and controlling the defense, appeal or settlement proceedings thereof with counsel of the Indemnifying Party’s choice, it being understood that the Indemnifying Party will not be liable for any legal expenses subsequently incurred by the Indemnified Party with respect to such Third Party Claim, except to the extent provided in writingthis Section 8.03; provided, further, that an Indemnifying Party shall not have the right to assume and in reasonable detailcontrol such defense, appeal or settlement proceedings if (i) such Third Party Claim seeks non-monetary relief (except where non-monetary relief is merely incidental to a primary claim or claims for monetary damages), (ii) such Third Party Claim seeks criminal or regulatory enforcement penalties or involves an Educational Approval, (iii) the Indemnifying Party fails to conduct the defense of the Third Party Claim promptly diligently, (and in any event within fifteen (15iv) days) after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may seeks money damages reasonably be determined likely to be an Assumed Tyco Contingent Liabilityadjudicated in excess of the applicable cap set forth in Section 8.04, (v) the Indemnified Party has reasonably concluded, based on the advice of counsel, that the Indemnifying Party and the Indemnified Party have a material conflict under applicable standards of professional conduct with respect to such PartyThird Party Claim or (vi) in the case of indemnification of a Purchaser Indemnitee, as appropriate, shall give any insurer or underwriter is required or has elected to assume the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware defense of such Third Party Claim; provided, however, that Claim under the failure to provide R&W Insurance Policy. Any notice of an Indemnifying Party indicating that it is assuming and controlling the defense, appeal or settlement proceedings with respect to any Third Party Claim shall be accompanied by a statement of the Indemnifying Party, for informational purposes only, indicating whether the Indemnifying Party currently believes that it will responsible and liable for all Losses which result from such Third Party Claim pursuant to this or the preceding sentence shall not release the Indemnifying Party from any of its obligations except and solely Claim, subject to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failurelimitations set forth in Section 8.04 or has any grounds to contents its responsibility and liability therefor. Thereafter, the Indemnitee shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five (5) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim.100

Third Party Claims. (a) If a claim or demand is made against a Tyco Indemnitee, a Healthcare Indemnitee PracticeWorks or a Electronics Indemnitee InfoCure (each, an “"Indemnitee”") by any Person who is not a party to this Agreement (a “"Third Party Claim”") as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Party (and, if applicable, the Managing Party) party which is or may be required pursuant to this Article VIII Section 7.1 or pursuant to any Ancillary Agreement Section 7.2 hereof to make such indemnification (the “"Indemnifying Party”") in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen (15) daysBusiness Days) after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party Claim; provided, however, that the failure to provide notice of any give such Third Party Claim pursuant to this or the preceding sentence notification shall not release affect the Indemnifying Party from any of its obligations indemnification provided hereunder except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failurefailure (except that the Indemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five ten (510) Business Days) after the Indemnitee’s 's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim.

Third Party Claims. If a claim An Indemnified Party that desires to seek ------------------ indemnification under any part of this Section 10 with respect to any actions, suits or demand is made against a Tyco Indemnitee, a Healthcare Indemnitee other administrative or a Electronics Indemnitee judicial proceedings (each, an “Indemnitee”"Action") by any Person who is not a party to this Agreement (a “Third Party Claim”) as to which such Indemnitee is or that ------ may be entitled to indemnification pursuant to this Agreement, such Indemnitee instituted by a third party shall notify the Party (and, if applicable, the Managing Party) which is or may be required pursuant to this Article VIII or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen (15) days) after receipt by such Indemnitee of written give each Indemnitor prompt notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware third party's institution of such Third Party ClaimAction and tender defense of such Action to the Indemnitor, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that such Indemnified Party shall have the failure right to provide notice participate at its own expense in the defense of such Action; and provided, further, that the Indemnitor shall not consent to the entry of any judgment or enter into any settlement, that (x) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a complete release therefrom, or (y) provides for injunctive or other non-monetary relief affecting the Indemnified Party, except with the written consent of such Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned). The Indemnified Party shall render all assistance and cooperation to the Indemnitor (at Indemnitor's sole expense) which the Indemnitor may request in defense of any such Third Party Claim Action including, without limitation, the making of witnesses and documents available for depositions, interrogatories and court proceedings. Any failure to give prompt notice and to tender the defense of an Action pursuant to this or the preceding sentence Section 10.9 shall not release the Indemnifying Party from any of its obligations bar an Indemnified Party's right to claim indemnification under this Section 10, except and solely to the extent the Indemnifying Party that an Indemnitor shall have been actually prejudiced as a result of harmed by such failure. Thereafter, the Indemnitee shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five (5) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim.

Third Party Claims. If (i) In the event an Indemnified Party becomes aware of a claim or demand is made against by a Tyco Indemnitee, a Healthcare Indemnitee or a Electronics Indemnitee (each, an “Indemnitee”) by any Person who is not a third party to this Agreement (a “Third Party Claim”) the Notifying Party shall give the Indemnifying Party prompt written notice of such Third Party Claim (a “Third Party Claim Notice”), which Third Party Claim Notice shall be in writing and shall set forth in reasonable detail: (i) the Losses asserted against, incurred, sustained or suffered by the Indemnified Party; (ii) specify in reasonable detail why the Indemnified Party is entitled to indemnification from the Indemnifying Party for such Losses; (iii) the facts giving rise to such Third Party Claim and the amount or the method of computation of the amount of Losses of such Third Party Claim (if then known) included in the amount so stated; (iv) the date insofar as practicable each such item that has been or may be paid, incurred or sustained; (v) the provisions of this Agreement to which such Indemnitee item is or may related; and (vi) the amount of consideration sought to be entitled delivered to indemnification pursuant to this Agreement, the Indemnified Party in compensation for such Indemnitee shall notify the Party (and, if applicable, the Managing Party) which is or may be required pursuant to this Article VIII or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, Losses as of the date of such Third Party Claim promptly (Notice, to the extent known. The failure to give such Third Party Claim Notice shall not affect any Indemnified Party’s ability to seek indemnification hereunder unless, and in any event within fifteen (15) days) after receipt by only to the extent that, such Indemnitee of written notice of failure has prejudiced the Indemnifying Party’s ability to defend successfully a Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party Claim; provided, however, that the failure to provide notice of any such Third Party Claim pursuant to this or the preceding sentence shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnitee shall deliver to Notifying Party will give the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five (5) Business Days) after the IndemniteeNotifying Party’s (or Indemnified Parties’, as applicable) receipt or delivery thereof, copies of all notices and documents (including court papers) received or delivered by the Indemnitee Notifying Party (or Indemnified Party, as applicable) relating to the any such Third Party Claim.

Third Party Claims. If (a) In order for a Person (the "Indemnified Party") to be entitled to any indemnification pursuant to this Article 9 in respect of, arising out of or involving a claim or demand is (other than a claim or demand relating to Taxes) made against a Tyco Indemnitee, a Healthcare Indemnitee or a Electronics Indemnitee (each, an “Indemnitee”) by any Person who is not other than a party to this Agreement hereto against the Indemnified Party (a “"Third Party Claim”) as "), such Indemnified Party must notify the Person obligated to which such Indemnitee is or may be entitled to provide indemnification pursuant to this Agreement, such Indemnitee shall notify the Party (and, if applicable, the Managing Party) which is or may be required pursuant to this Article VIII or pursuant to any Ancillary Agreement to make such indemnification 9 (the “"Indemnifying Party”") in writing, and in reasonable detail, writing of the Third Party Claim promptly (promptly, and in any event within fifteen thirty (1530) days) , after receipt by such Indemnitee Indemnified Party of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party Claim; provided, however, that the failure to provide notice of any give such Third Party Claim pursuant to this or the preceding sentence notification shall not release affect the Indemnifying Party from any of its obligations indemnification provided under this Agreement except and solely to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure. Such written notice shall describe in reasonable detail the facts and circumstances known to the Indemnified Party with respect to the subject matter of such Third Party Claim. Thereafter, the Indemnitee Indemnified Party shall deliver to the Indemnifying Party (andpromptly, if applicable, to the Managing Party), promptly (and in any event within five ten (510) Business Days) Days after the Indemnitee’s Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee Indemnified Party relating to the Third Party Claim; provided, however, that failure to make such delivery shall not affect the indemnification provided under this Agreement except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure.

Third Party Claims. If a claim or demand is made against a Tyco an ACNielsen Indemnitee, a Healthcare Cognizant Indemnitee or a Electronics D&B Indemnitee (each, an “"Indemnitee”") by any Person person who is not a party to this Agreement (a “"Third Party Claim”") as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Party (and, if applicable, the Managing Party) party which is or may be required pursuant to this Article VIII Section 3.1, Section 3.2 or pursuant to any Ancillary Agreement Section 3.3 hereof to make such indemnification (the “"Indemnifying Party”") in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen (15) 15 business days) after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party Claim; provided, however, that the failure to provide notice of any give such Third Party Claim pursuant to this or the preceding sentence notification shall not release affect the Indemnifying Party from any of its obligations indemnification provided hereunder except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failurefailure (except that the Indemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five (5) Business Daysbusiness days) after the Indemnitee’s 's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim. If a Third Party Claim is made against an Indemnitee, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses and acknowledges in writing its obligation to indemnify the Indemnitee therefor, to assume the defense thereof with counsel selected by the Indemnifying Party; provided that such counsel is not reasonably objected to by the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall, within 30 days (or sooner if the nature of the Third Party Claim so requires), notify the Indemnitee of its intent to do so, and the Indemnifying Party shall thereafter not be liable to the Indemnitee for legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, that such Indemnitee shall have the right to employ counsel to represent such Indemnitee if, in such Indemnitee's reasonable judgment, a conflict of interest between such Indemnitee and such Indemnifying Party exists in respect of such claim which would make representation of both such parties by one counsel inappropriate, and in such event the fees and expenses of such separate counsel shall be paid by such Indemnifying Party. If the Indemnifying Party assumes such defense, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, subject to the proviso of the preceding sentence, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during the period prior to the time the Indemnitee shall have given notice of the Third Party Claim as provided above). If the Indemnifying Party so elects to assume the defense of any Third Party Claim, all of the Indemnitees shall cooperate with the Indemnifying Party in the defense or prosecution thereof, including by providing or 34 34 causing to be provided, Records and witnesses as soon as reasonably practicable after receiving any request therefor from or on behalf of the Indemnifying Party. If the Indemnifying Party acknowledges in writing responsibility for a Third Party Claim, then in no event will the Indemnitee admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying Party's prior written consent; provided, however, that the Indemnitee shall have the right to settle, compromise or discharge such Third Party Claim without the consent of the Indemnifying Party if the Indemnitee releases the Indemnifying Party from its indemnification obligation hereunder with respect to such Third Party Claim and such settlement, compromise or discharge would not otherwise adversely affect the Indemnifying Party. If the Indemnifying Party acknowledges in writing liability for a Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of a Third Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim and that would not otherwise adversely affect the Indemnitee; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge if the Indemnitee agrees that the Indemnifying Party's indemnification obligation with respect to such Third Party Claim shall not exceed the amount that would be required to be paid by or on behalf of the Indemnifying Party in connection with such settlement, compromise or discharge. If an Indemnifying Party elects not to assume the defense of a Third Party Claim, or fails to notify an Indemnitee of its election to do so as provided herein, such Indemnitee may compromise, settle or defend such Third Party Claim. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim (and shall be liable for the fees and expenses of counsel incurred by the Indemnitee in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnitee which the Indemnitee reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages.

Third Party Claims. If a claim or demand is made against a Tyco Indemniteeany third party (i.e., a Healthcare Indemnitee or a Electronics Indemnitee (each, an “Indemnitee”) by any Person who is not a party to this Agreement or an Affiliate thereof) notifies an Indemnified Person with respect to any matter (a “Third Party Claim”) as which may give rise to which a claim for indemnification hereunder against an Indemnifying Party, then such Indemnitee is or may be entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Party Indemnified Person will promptly (and, if applicablein any event, within twenty (20) days) give written notice thereof to the Managing Party) which is or may be required pursuant to this Article VIII or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) in writing, and said notice to describe in reasonable detail, of the detail all facts and circumstances then known or reasonably available to such Indemnified Person with respect to such Third Party Claim promptly (and in any event within fifteen (15) days) after receipt by such Indemnitee the claimed items and amounts of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such PartyLosses with respect thereto, as appropriate, shall give well as all provisions of this Agreement that are the Managing Party (as determined pursuant bases for the indemnification claim with respect to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party Claim; provided, however, that that, subject to Section 9.1, no delay on the failure to provide notice part of any such Third the Indemnified Person in notifying the Indemnifying Party Claim pursuant to this or the preceding sentence shall not release will relieve the Indemnifying Party from any of its obligations obligation under this Article 9, except and solely to the extent such delay actually prejudices the Indemnifying Party. The Indemnified Person shall be entitled to control the defense (including any compromise or settlement) of any Third Party Claim; provided, however, that (x) the Indemnifying Party shall have been actually prejudiced as be entitled to participate, at its own cost and expense, in the defense of any Third Party Claim that is the subject of a result of such failure. Thereafter, notice given by the Indemnitee shall deliver Indemnified Person pursuant to the Indemnifying Party (and, if applicable, to the Managing Partythis Section 9.2.6(a), promptly and (and in any event within five (5y) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received no Holder will be bound by the Indemnitee relating to entry of any such judgment consented to, or any such compromise or settlement effected, without the Third Party Claimprior written consent of the Holders’ Representative (which consent will not be unreasonably withheld, conditioned or delayed) if such compromise or settlement would require a payment by any Holder under Section 9.2.2.

Third Party Claims. (a) If any Indemnified Party asserts a claim for indemnification or demand is made against a Tyco Indemnitee, a Healthcare Indemnitee receives notice of the assertion of any claim or a Electronics Indemnitee (each, an “Indemnitee”) of the commencement of any action or proceeding by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement in respect of which such Indemnified Party is entitled to indemnification under this Agreement by an Indemnifying Party (a “Third Party Claim”) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Party (and, if applicable), the Managing Party) which is or may be required pursuant Indemnified Party shall give written notice to this Article VIII or pursuant to any Ancillary Agreement to make such indemnification the Indemnifying Party (the “Indemnifying PartyThird Party Claim Notice”) in writing, and within 20 days after asserting or learning of such Third Party Claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim). The Third Party Claim Notice shall (i) describe the claim in reasonable detail, and (ii) indicate the amount (estimated, if necessary, and to the extent feasible) of the Losses that have been or may be suffered by the Indemnified Party. The Indemnifying Party must provide written notice to the Indemnified Party that it is either (i) assuming responsibility for the Third Party Claim or (ii) disputing the claim for indemnification against it (the “Indemnification Notice”). The Indemnification Notice must be provided by the Indemnifying Party to the Indemnified Party within 20 days after receipt of the Third Party Claim promptly (and in any event Notice or within fifteen (15) days) after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which shorter time as may reasonably be determined necessary to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Indemnified Party (as determined pursuant a reasonable opportunity to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party Claim; provided, however, that the failure respond to provide notice of any such Third Party Claim pursuant to this or (the preceding sentence shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnitee shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party“Indemnification Notice Period”), promptly (and in any event within five (5) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim.

Third Party Claims. If a claim or demand is made against a Tyco Indemnitee, a Healthcare Indemnitee or a Electronics Indemnitee (each, an “Indemnitee”a) by any A Person who is not a party to this Agreement (a “Third Party Claim”) as to which such Indemnitee is or that may be entitled to indemnification pursuant to be indemnified under this Agreement, such Indemnitee Agreement (the “Indemnified Party”) shall as promptly as practicable notify the Party (and, if applicable, the Managing Party) which is or may be required pursuant to this Article VIII or pursuant to any Ancillary Agreement to make Parties liable for such indemnification (the “Indemnifying Party”) in writingwriting of any pending or threatened claim or demand by a third party, and including a Governmental Entity, that the Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, such claim being a “Third Party Claim”), describing in reasonable detail, of to the Third Party Claim promptly (extent practicable based on then-available information, the facts and in any event within fifteen (15) days) after receipt by such Indemnitee of written notice of circumstances with respect to the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware subject matter of such Third Party Claimclaim or demand; provided, however, that the failure to provide such notice of any such Third Party Claim pursuant to this or the preceding sentence shall not release the Indemnifying Party from any of its obligations under this Article IX except and solely only to the extent the Indemnifying Party is actually prejudiced by such failure, it being understood that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 9.1 for such representation, warranty, covenant or agreement; provided, further, that if, prior to such applicable date, a Party hereto shall have notified the other parties hereto in accordance with the requirements of this Section 9.3(a) of a claim for indemnification under this Article IX (whether or not formal legal action shall have been actually prejudiced commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article IX or Article X, as a result applicable, notwithstanding the passing of such failure. Thereafter, the Indemnitee shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five (5) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claimapplicable date.

Third Party Claims. If a claim or demand is made against a Tyco Temple-Inland Indemnitee, a Healthcare Indemnitee Guaranty Indemnitee, or a Electronics Forestar Indemnitee (each, an “Indemnitee”) by any Person who is not a party to this Agreement or an Affiliate of a Party (a “Third Party Claim”) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Party (and, if applicable, the Managing Party) which is or may be required pursuant to this Article VIII ARTICLE VII or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen (15) 15 calendar days) after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party Claim; provided, however, that the failure to provide written notice of any such Third Party Claim pursuant to this or the preceding sentence shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failurefailure (except that the Indemnifying Party or Parties shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five (5) 10 Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim.

Third Party Claims. (a) If a any claim or demand is made against a Tyco Indemnitee, a Healthcare Indemnitee or a Electronics Indemnitee (each, an “Indemnitee”) by any Person who is not a party to this Agreement (a “Third Party Claim”"THIRD PARTY CLAIM") as is asserted against an Indemnified Person and such Indemnified Person intends to which such Indemnitee is or may be entitled to seek indemnification pursuant to this Agreement, such Indemnitee shall notify hereunder from the Party (and, if applicable, the Managing Party) which is or may be required pursuant to this Article VIII or pursuant to any Ancillary Agreement to make such indemnification Company (the “Indemnifying Party”) in writing"INDEMNIFYING PERSON"), and in reasonable detail, then such Indemnified Person shall give notice of the Third Party Claim promptly (to the Indemnifying Person as soon as practicable after the Indemnified Person has reason to believe that the Indemnifying Person will have an indemnification obligation with respect to such Third Party Claim and shall provide the Indemnifying Person with all papers served with respect to such Third Party Claim. Such notice shall describe in any event within fifteen (15) days) after receipt by such Indemnitee of written notice reasonable detail, to the extent known, the nature of the Third Party Claim. If any Party shall receive notice or otherwise learn , an estimate of the assertion amount of a damages attributable to the Third Party Claim which may reasonably be determined and the basis of the Indemnified Person's request for indemnification under this Agreement. The failure of the Indemnified Person to be an Assumed Tyco Contingent Liability, so notify the Indemnifying Person of the Third Party Claim shall not relieve the Indemnifying Person from any duty to indemnify hereunder unless and to the extent that the Indemnifying Person demonstrates that the failure of the Indemnified Person to promptly notify it of such Party, as appropriate, shall give the Managing Third Party (as determined pursuant Claim prejudiced its ability to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of defend such Third Party Claim; provided, however, that the failure of the Indemnified Person to provide notice of any such Third Party Claim pursuant to this or notify the preceding sentence Indemnifying Person shall not release relieve the Indemnifying Party Person from any of its obligations except and solely liability which it may have to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failureIndemnified Person otherwise than under this Agreement. Thereafter, the Indemnitee Indemnified Person shall deliver to the Indemnifying Party (andPerson, if applicable, to the Managing Party), promptly (and in any event within five (5) Business Days) business days after the Indemnitee’s Indemnified Person's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee Indemnified Person relating to the Third Party Claim.

Third Party Claims. If (i) In order for a Person (the “indemnified party”) to be entitled to any indemnification provided for under Section 7.01 or Section 7.02 in respect of, arising out of or involving a claim or demand is made against a Tyco Indemnitee, a Healthcare Indemnitee or a Electronics Indemnitee (each, an “Indemnitee”) by any third Person who is not a against the indemnified party to this Agreement (a “Third Party Claim”) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement), such Indemnitee shall indemnified party must notify the Party (and, if applicable, the Managing Party) which is or may party that will potentially be required pursuant obligated to this Article VIII or pursuant to any Ancillary Agreement to make such provide indemnification hereunder (the “Indemnifying Partyindemnifying party”) in writing, and in reasonable detail, writing of the Third Party Claim promptly (and in any event within fifteen (15) days) after following receipt by such Indemnitee indemnified party of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn , stating in reasonable detail the nature, basis and amount thereof (to the extent then known), along with copies of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give relevant notices and documents (including court papers) received by the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of indemnified party evidencing such Third Party Claim, and the basis for indemnification sought; provided, however, that the failure to provide notice of any give such Third Party Claim pursuant to this or the preceding sentence notification shall not release affect the Indemnifying Party from any of its obligations indemnification provided under this Agreement except and solely to the extent the Indemnifying Party indemnifying party shall have been actually prejudiced as a result of such failure; it being understood and agreed that the failure of the indemnified party to so notify the indemnifying party prior to settling a Third Party Claim (including by paying a claim or executing a settlement agreement with respect thereto) or consenting to the entry of a Judgment or the issuance of an award with respect to a Third Party Claim shall constitute actual prejudice to the indemnifying party. Thereafter, the Indemnitee indemnified party shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party)indemnifying party, promptly (and in any event within five (5) Business Days) after following the Indemniteeindemnified party’s receipt thereof, copies of all other notices and documents (including court papers) received by the Indemnitee indemnified party relating to the Third Party Claim.

Third Party Claims. If In the event an Indemnified Party receives notice of a third party claim or that Indemnified Party reasonably believes may result in a demand is made against a Tyco Indemnitee, a Healthcare Indemnitee or a Electronics Indemnitee (each, an “Indemnitee”) by any Person who is not a party for indemnification pursuant to this Agreement Article IX (a “Third Party Claim”) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement), such Indemnitee Indemnified Party shall notify the Party (andpromptly, if applicable, the Managing Party) which is or may be required pursuant to this Article VIII or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen (15) days) 10 business days after receipt by such Indemnitee the Indemnified Party of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of , notify the assertion Escrow Agent by delivering a copy of a Claim Notice (if the Third Party Claim which is made by a Buyer Indemnitee prior to the release of the Escrow Fund and may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give result in a claim against the Managing Escrow Fund) and the Indemnifying Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware in writing of such Third Party Claimclaim by delivery of a Claim Notice; provided, however, that no delay on the failure to provide notice part of any such Third the Indemnified Party Claim pursuant to this or in notifying the preceding sentence shall not release Indemnifying Party will relieve the Indemnifying Party from any of its obligations obligation under this Article IX, except and solely to the extent such delay actually prejudices the Indemnifying Party shall have been actually prejudiced as a result of such failureParty. Thereafter, the Indemnitee Indemnified Party shall deliver to the Indemnifying Party (andpromptly, if applicable, to the Managing Party), promptly (and in any event within five (5) Business Days) 5 business days, after the IndemniteeIndemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee Indemnified Party relating to the Third Party Claim; provided, however, that no delay on the part of Indemnified Party in notifying the Indemnifying Party will relieve the Indemnifying Party from any obligation under this Article IX, except to the extent such delay actually prejudices the Indemnifying Party. At any time after receipt of notice of the Third Party Claim, the Indemnifying Party may, upon written notice thereof to Indemnified Party, assume control of the defense of such Third Party Claim with counsel reasonably satisfactory to Indemnified Party so long as (i) the Third Party Claim involves only money damages and the Third Party Claim does not seek an injunction or other equitable relief against the Indemnified Party, and (ii) the Third Party Claim does not relate to or otherwise arise in connection with any criminal action. If the Indemnifying Party does not assume control of such defense, the Indemnified Party shall control such defense. The party not controlling such defense may participate therein at its own expense; provided, that if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such Third Party Claim, the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith shall be considered “Damages” for purposes of this Agreement. In no event shall the Indemnifying Party be responsible for the fees and expenses of more than one (1) counsel for all Indemnified Parties. The Party controlling such defense shall keep the other Party advised of the status of such Third Party Claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. The Indemnifying Party shall be entitled to enter into a settlement without the consent of the Indemnified Party provided that such settlement does not impose any obligation on the Indemnified Party other than the payment of monies that are readily measurable for purposes of determining the indemnification obligations of the Indemnifying Party. The Indemnified Party shall not admit any liability with respect to or agree to any settlement of such Third Party Claim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not assume the defense of a Third Party Claim, the Indemnified Party may defend the Third Party Claim; provided, however, that in such event the Indemnified Party shall not admit any liability with respect to or agree to any settlement of such Third Party Claim without the prior written consent of the Indemnifying Party (which consent will not be unreasonably withheld, conditioned or delayed). The Indemnified Party shall, at the Indemnifying Party’s request, reasonably cooperate in the defense of the matter, including making available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party, subject to such reasonable confidentiality requirements as the Indemnified Party may request and any applicable privilege protections.

Third Party Claims. If a claim or demand is made against a Tyco Indemnitee, a Healthcare an RHD Indemnitee or a Electronics New D&B Indemnitee (each, an “"Indemnitee”") by any Person person who is not a party to this Agreement (a “"Third Party Claim”") as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Party (and, if applicable, the Managing Party) party which is or may be required pursuant to this Article VIII Section 3.1 or pursuant to any Ancillary Agreement Section 3.2 hereof to make such indemnification (the “"Indemnifying Party”") in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen (15) 15 business days) after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party Claim; provided, however, that the failure to provide notice of any give such Third Party Claim pursuant to this or the preceding sentence notification shall not release affect the Indemnifying Party from any of its obligations indemnification provided hereunder except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failurefailure (except that the Indemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five (5) Business Daysbusiness days) after the Indemnitee’s 's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim. If a Third Party Claim is made against an Indemnitee, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses and acknowledges in writing its obligation to indemnify the Indemnitee therefor, to assume the defense thereof with counsel selected by the Indemnifying Party; provided that such counsel is not reasonably objected to by the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall, within 30 days (or sooner if the nature of the Third Party Claim so requires), notify the Indemnitee of its intent to do so, and the Indemnifying Party shall thereafter not be liable to the Indemnitee for legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, that such Indemnitee shall have the right to employ counsel to represent such Indemnitee if, in such Indemnitee's reasonable judgment, a conflict of interest between such Indemnitee and such Indemnifying Party exists in respect of such claim which would make representation of both such parties by one counsel inappropriate, and in such event the fees and expenses of such separate counsel shall be paid by such Indemnifying Party. If the Indemnifying Party assumes such defense, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, subject to the proviso of the preceding sentence, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during the period prior to the time the Indemnitee shall have given notice of the Third Party Claim as provided above). If the Indemnifying Party so elects to assume the defense of any Third Party Claim, all of the Indemnitees shall cooperate with the Indemnifying 28 Party in the defense or prosecution thereof, including by providing or causing to be provided, Records and witnesses as soon as reasonably practicable after receiving any request therefor from or on behalf of the Indemnifying Party. If the Indemnifying Party acknowledges in writing responsibility for a Third Party Claim, then in no event will the Indemnitee admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying Party's prior written consent; provided, however, that the Indemnitee shall have the right to settle, compromise or discharge such Third Party Claim without the consent of the Indemnifying Party if the Indemnitee releases the Indemnifying Party from its indemnification obligation hereunder with respect to such Third Party Claim and such settlement, compromise or discharge would not otherwise adversely affect the Indemnifying Party. If the Indemnifying Party acknowledges in writing liability for a Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of a Third Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim and that would not otherwise adversely affect the Indemnitee; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge if the Indemnitee agrees that the Indemnifying Party's indemnification obligation with respect to such Third Party Claim shall not exceed the amount that would be required to be paid by or on behalf of the Indemnifying Party in connection with such settlement, compromise or discharge. If an Indemnifying Party elects not to assume the defense of a Third Party Claim, or fails to notify an Indemnitee of its election to do so as provided herein, such Indemnitee may compromise, settle or defend such Third Party Claim. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim (and shall be liable for the fees and expenses of counsel incurred by the Indemnitee in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnitee which the Indemnitee reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages.

Third Party Claims. If a claim or demand is made against a Tyco Indemnitee, a Healthcare an Indemnitee or a Electronics Indemnitee (each, an “Indemnitee”) by any Person who is not a party to this Agreement (a “Third Party Claim”) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement or any Ancillary Agreement, such Indemnitee shall notify the Indemnifying Party in writing (and, if applicable, the Managing Party) which is or notice obligation may be required pursuant satisfied by providing copies of all notices and documents received by the Indemnitee relating to this Article VIII or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) in writingThird Party Claim), and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen the earlier of (15x) daysforty-five (45) days or (y) two (2) Business Days prior to the final date of the applicable response period under such Third Party Claim) after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party Claim; provided, however, that the failure to provide notice of any such Third Party Claim pursuant to this or the preceding sentence shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failure. Thereafter, the Indemnitee shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five ten (510) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim. For all purposes of this Section 5.4(b), each Party shall be deemed to have notice of the matters set forth on Schedule 1.1(149)(vii).

Third Party Claims. (a) If a any party entitled to be indemnified pursuant to Section -------- 9.2 (an "Indemnified Party") receives notice of the assertion by any third party --- ----------------- of any claim or demand is made against a Tyco Indemnitee, a Healthcare Indemnitee or a Electronics Indemnitee (each, an “Indemnitee”) the commencement by any Person who is such third person of any Action, or if the Indemnified Party determines the existence of any such claim or of the commencement by any such third party of any Action, whether or not a party the same shall have been asserted (any such claim or Action being referred to this Agreement (a “Third Party herein as an "Indemnifiable Claim”") as with ------------------- respect to which such Indemnitee another party hereto (an "Indemnifying Party") is or may be entitled ------------------ obligated to indemnification pursuant to this Agreementprovide indemnification, such Indemnitee the Indemnified Party shall notify the Indemnifying Party (and, if applicable, the Managing Party) which is or may be required pursuant to this Article VIII or pursuant to any Ancillary Agreement to make such indemnification in writing (the “Indemnifying Party”"Claim Notice") in writing, and in reasonable detail, of the Third Party Indemnifiable Claim promptly ------------ within thirty (and in 30) business days of the assertion of the claim, liability or obligation, within ten (10) business days of receipt of notice of the filing of any event Action based upon such assertion, or, with respect to a claim not yet asserted against the Indemnified Party, within fifteen (15) days) after receipt business days following the determination by such Indemnitee of written notice an executive officer of the Third Indemnified Party Claim. If any Party shall receive notice or otherwise learn of the assertion existence of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party Claimsame; provided, however, that the failure to provide such notice of any such Third Party Claim pursuant to this or the preceding sentence shall not release relieve or otherwise affect the obligation of the Indemnifying Party from any of its obligations to provide indemnification hereunder, except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result of that any Damages directly resulted or were caused by such failure. Thereafter, the Indemnitee shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five (5) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim.

Third Party Claims. If any claim, liability, demand, assessment, action, suit or proceeding shall be asserted by a third party naming a Hayex Xxxemnitee or the Company as a party to an action or otherwise making a claim or seeking recovery from a Hayex Xxxemnitee in respect of which a Hayex Xxxemnitee proposes to demand is made against a Tyco Indemnitee, a Healthcare Indemnitee or a Electronics Indemnitee (each, an “Indemnitee”) by any Person who is not a party to this Agreement indemnification (a “"Third Party Hayex Xxxemnified Claim”") as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreementthe First and the Second Vulcan Indemnity, such Hayex Indemnitee shall notify Vulcan (or the Party (and, if applicable, the Managing Party) which is or may be required pursuant to this Article VIII or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen (15) days) after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such PartyCompany, as appropriate), shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party Claim; provided, however, that the failure to provide so notify Vulcan (or the Company, as the case may be), except with respect to the time limitation described in Section 8.6(b), shall not reduce or affect the obligations herein with respect thereto except to the extent that Vulcan is materially prejudiced thereby. Subject to Section 8.7 of this Agreement and to rights of or duties to any insurer or other third person having liability therefor, Vulcan (or the Company, as the case may be) shall have the right promptly upon receipt of such notice of to assume the control and defense of, and to compromise or settle, any such Third Party Claim pursuant to this Hayex Xxxemnified Claims; provided that Vulcan (or the preceding sentence Company, as the case may be) may not compromise or settle any such claim without Hayex' xxitten consent (which consent shall not be unreasonably withheld) if such settlement does not provide all Hayex Xxxemnitees with a complete release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnitee shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five (5) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating claimant; and either: (i) it would exceed the amount of the limitations on Vulcan's indemnification obligation set forth in Section 8.7 (ii) or such settlement seeks to bind Hayex xxx/or the Third Party ClaimCompany to any nonmonetary obligation. Hayex xxxll be entitled to participate in the defense of any such claim at its own expense.

Third Party Claims. If a (a) In the event that any written claim or demand for which an Indemnifying Party may have liability to any Indemnified Party hereunder is made asserted against or sought to be collected from any Indemnified Party by a Tyco Indemnitee, a Healthcare Indemnitee or a Electronics Indemnitee (each, an “Indemnitee”) by any Person who is not a third party to this Agreement (a “Third Party Claim”) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement), such Indemnitee shall notify the Party (and, if applicable, the Managing Party) which is or may be required pursuant to this Article VIII or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen (15) days) after receipt by such Indemnitee of written notice of the Third Party Claim. If any Indemnified Party shall receive notice or otherwise learn of the assertion promptly, but in no event more than 10 Business Days following such Indemnified Party’s receipt of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent LiabilityClaim, such Party, as appropriate, shall give notify the Managing Indemnifying Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware in writing of such Third Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then reasonably ascertainable (which estimate shall not be conclusive of the final amount of such Third Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”); provided, however, that the failure to provide notice timely give a Claim Notice shall not affect the rights of any an Indemnified Party hereunder unless such failure has materially prejudiced the defenses or other rights available to the Indemnifying Party with respect to such Third Party Claim pursuant to this or the preceding sentence shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Claim. The Indemnifying Party shall have been actually prejudiced 20 days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a result litigated matter) after receipt of such failure. Thereafter, the Indemnitee shall deliver Claim Notice (the “Notice Period”) to notify the Indemnified Party that the Indemnifying Party (and, if applicable, desires to defend the Managing Party), promptly (and in any event within five (5) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Indemnified Party against such Third Party Claim.

Third Party Claims. (a) If a any claim or demand is made against a Tyco Indemnitee, a Healthcare Indemnitee or a Electronics Indemnitee (each, an “Indemnitee”) by any Person who is not a party to this Agreement (a “"Third Party Claim”") as is asserted against an Indemnified Person and such Indemnified Person intends to which such Indemnitee is or may be entitled to seek indemnification pursuant to this Agreement, such Indemnitee shall notify hereunder from the Party (and, if applicable, the Managing Party) which is or may be required pursuant to this Article VIII or pursuant to any Ancillary Agreement to make such indemnification Company (the “"Indemnifying Party”) in writingPerson"), and in reasonable detail, then such Indemnified Person shall give notice of the Third Party Claim promptly (to the Indemnifying Person as soon as practicable after the Indemnified Person has reason to believe that the Indemnifying Person will have an indemnification obligation with respect to such Third Party Claim and shall provide the Indemnifying Person with all papers served with respect to such Third Party Claim. Such notice shall describe in any event within fifteen (15) days) after receipt by such Indemnitee of written notice reasonable detail, to the extent known, the nature of the Third Party Claim. If any Party shall receive notice or otherwise learn , an estimate of the assertion amount of a damages attributable to the Third Party Claim which may reasonably be determined and the basis of the Indemnified Person's request for indemnification under this Agreement. The failure of the Indemnified Person to be an Assumed Tyco Contingent Liability, so notify the Indemnifying Person of the Third Party Claim shall not relieve the Indemnifying Person from any duty to indemnify hereunder unless and to the extent that the Indemnifying Person demonstrates that the failure of the Indemnified Person to promptly notify it of such Party, as appropriate, shall give the Managing Third Party (as determined pursuant Claim prejudiced its ability to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of defend such Third Party Claim; provided, however, that the failure of the Indemnified Person to provide notice of any such Third Party Claim pursuant to this or notify the preceding sentence Indemnifying Person shall not release relieve the Indemnifying Party Person from any of its obligations except and solely liability which it may have to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failureIndemnified Person otherwise than under this Agreement. Thereafter, the Indemnitee Indemnified Person shall deliver to the Indemnifying Party (andPerson, if applicable, to the Managing Party), promptly (and in any event within five (5) Business Days) business days after the Indemnitee’s Indemnified Person's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee Indemnified Person relating to the Third Party Claim.

Third Party Claims. If (a) In order for a Person (the “Indemnified Party”) to be entitled to any indemnification pursuant to this Article 9 in respect of, arising out of or involving a claim or demand is (other than a claim or demand relating to Taxes) made against a Tyco Indemnitee, a Healthcare Indemnitee or a Electronics Indemnitee (each, an “Indemnitee”) by any Person who is not other than a party to this Agreement hereto against the Indemnified Party (a “Third Party Claim”) as ), such Indemnified Party must notify the Person obligated to which such Indemnitee is or may be entitled to provide indemnification pursuant to this Agreement, such Indemnitee shall notify the Party (and, if applicable, the Managing Party) which is or may be required pursuant to this Article VIII or pursuant to any Ancillary Agreement to make such indemnification 9 (the “Indemnifying Party”) in writing, and in reasonable detail, writing of the Third Party Claim promptly (promptly, and in any event within fifteen thirty (1530) days) , after receipt by such Indemnitee Indemnified Party of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party Claim; provided, however, that the failure to provide notice of any give such Third Party Claim pursuant to this or the preceding sentence notification shall not release affect the Indemnifying Party from any of its obligations indemnification provided under this Agreement except and solely to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure. Such written notice shall describe in reasonable detail the facts and circumstances known to the Indemnified Party with respect to the subject matter of such Third Party Claim. Thereafter, the Indemnitee Indemnified Party shall deliver to the Indemnifying Party (andpromptly, if applicable, to the Managing Party), promptly (and in any event within five ten (510) Business Days) Days after the IndemniteeIndemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee Indemnified Party relating to the Third Party Claim; provided, however, that failure to make such delivery shall not affect the indemnification provided under this Agreement except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure.

Third Party Claims. If a claim or demand is made against a Tyco Indemnitee, a Healthcare Questar Indemnitee or a Electronics QEP Indemnitee (each, an “Indemnitee”) by any Person who is not a party to this Agreement or an Affiliate of a Party (a “Third Party Claim”) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Party (and, if applicable, the Managing Party) which is or may be required pursuant to this Article VIII ARTICLE VII or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen (15) days) after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party Claim; provided, however, that the failure to provide notice of any such Third Party Claim pursuant to this or the preceding sentence shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failurefailure (except that the Indemnifying Party or Parties shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five ten (510) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim.

Third Party Claims. If a claim or demand is made against a Tyco Indemnitee, a Healthcare Indemnitee or a Electronics Indemnitee (each, an “Indemnitee”) by any Person who is not a party to this Agreement (a “Third Party Claim”) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Party (and, if applicable, the Managing Party) which is or may be required pursuant to this Article VIII or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen (15) days) after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party Claim; provided, however, that the failure to provide notice of any such Third 100 Party Claim pursuant to this or the preceding sentence shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnitee shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five (5) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim.

Third Party Claims. If a claim or demand is made against a Tyco Indemnitee, a Healthcare Indemnitee or a Electronics Indemnitee (each, an “Indemnitee”) by any Person who is not a party to this Agreement (a “Third Party Claim”) as to which such Indemnitee is or may be A person entitled to indemnification pursuant under this Article 6 (an "Indemnified Party") shall give prompt written notice to this Agreementthe person from whom indemnification is sought (the "Indemnifying Party") of the commencement of any action, such Indemnitee shall notify the Party (andsuit or proceeding relating to a third-party claim for which indemnification may be sought or, if applicableearlier, the Managing Party) which is or may be required pursuant to this Article VIII or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen (15) days) after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of upon the assertion of any such claim by a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party Claimthird party; provided, however, that no delay on the failure to provide notice part of the Indemnified Party in notifying any such Third Indemnifying Party Claim pursuant to this or the preceding sentence shall not release relieve the Indemnifying Party from any of its obligations except obligation hereunder unless (and then solely to the extent extent) the Indemnifying Party shall have been actually prejudiced as a result thereby is prejudiced. Within 30 days after delivery of such failure. Thereafternotice, the Indemnitee shall deliver to the Indemnifying Party (andmay, if applicable, upon written notice thereof to the Managing Indemnified Party), promptly (assume control of the defense and in any event within five (5) Business Days) after the Indemnitee’s receipt thereofsettlement of such action, copies of all notices and documents (including court papers) received by the Indemnitee relating suit, proceeding or claim with counsel reasonably satisfactory to the Third Indemnified Party. If the Indemnifying Party Claim.does not assume control of such defense, the Indemnified Party shall control such defense. Any party not controlling such defense may participate therein at its own expense; provided that if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such action, suit, proceeding or claim, the reasonable fees and expenses of counsel to the Indemnified Party shall be considered "Damages" for purposes of this Agreement; provided,

Third Party Claims. (i) If a Buyer Indemnified Person desires to seek indemnification with respect to a third party claim or demand is made against a Tyco Indemnitee, a Healthcare Indemnitee or a Electronics Indemnitee (each, an “Indemnitee”) by any Person who is not a party to this Agreement (a “Third Party Claim”) as pursuant to this Article IX, Buyer shall notify the Escrow Agent (if the Third Party Claim is made by Buyer or a Buyer Indemnified Person prior to the release of the Indemnity Escrow Fund and may result in a claim against the Indemnity Escrow Fund) and the Securityholder Representative in writing of such claim, describing in reasonable detail the basis for indemnification with respect to such Third Party Claim. Buyer shall have the right in its sole discretion to conduct the defense of, and to settle, any such claim; provided, that, Buyer will first seek the Securityholder Representative’s consent to settle a claim solely for monetary Losses (other than a claim by a Governmental Authority), which shall not be withheld, conditioned or delayed unreasonably and in the event any claim is settled without the written consent of the Securityholder Representative, such Indemnitee is settlement shall not be determinative of the existence of an indemnifiable claim or the amount of Losses (if any) that a Buyer Indemnified Person may be entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Party (and, if applicable, the Managing Party) which is or may be required pursuant to this Article VIII or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen (15) days) after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or otherwise learn of the assertion of as a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware result of such Third Party Claim; provided, however, . In the event that the failure Securityholder Representative has consented in writing to provide notice any such settlement, the Securityholders shall have no power or authority to object to the amount of any such Third Party Claim payable by Buyer pursuant to this such settlement. If the Third Party Claim may result in a claim for indemnification, the Securityholder Representative, on behalf of the Securityholders, shall be entitled, at the Securityholders’ expense, to participate in, but not to determine or conduct, the preceding sentence shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result defense of such failure. Thereafter, the Indemnitee shall deliver to the Indemnifying Party (and, if applicable, to the Managing Party), promptly (and in any event within five (5) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim.

Third Party Claims. If a In the event that any Indemnified Party receives notice of the assertion of any claim or demand is made against a Tyco Indemnitee, a Healthcare Indemnitee of the commencement of any action or a Electronics Indemnitee (each, an “Indemnitee”) proceeding by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (a “Third Party Claim”) as against such Indemnified Party, regarding which an Indemnifying Party is required to which such Indemnitee is or may be entitled to provide indemnification pursuant to under this Agreement, the Indemnified Party shall give written notice together with a statement of any available information (other than privileged information) regarding such Indemnitee claim to the Indemnifying Party within 30 days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim). The Indemnifying Party shall notify the Indemnified Party in writing within 30 days after receipt from the Indemnified Party of notice of such claim, whether it is (and, if applicable, i) assuming responsibility for (subject to the Managing Party) which is or may be required pursuant to limitations contained in this Article VIII or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”X) in writing, and in reasonable detail, of the Third Party Claim promptly (in which case the Indemnifying Party shall specify the counsel it will appoint to defend such claim (“Defense Counsel”) and electing to conduct, at its sole expense, the defense against such claim in any event within fifteen (15) days) after receipt by such Indemnitee of written notice its own name, or, if necessary, in the name of the Third Party Claim. If any Party shall receive notice Indemnified Party) (a “Defense Notice”), or otherwise learn of (ii) disputing the assertion of claim for indemnification against it (a Third Party Claim which may reasonably be determined to be an Assumed Tyco Contingent Liability, such Party, as appropriate, shall give the Managing Party (as determined pursuant to Article VII) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party Claim“Dispute Notice”); provided, however, in the case that the failure to provide notice of any such Third Party Claim pursuant to this or the preceding sentence shall not release the Indemnifying Party from any of its obligations except delivers a Defense Notice, the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld or delayed. In the event the Indemnifying Party and solely to the extent Indemnified Party cannot agree upon such counsel within 10 days after the Defense Notice is provided, then the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafterpropose an alternate Defense Counsel, the Indemnitee which shall deliver be subject again to the Indemnifying Party (andIndemnified Party’s approval which approval shall not be unreasonably withheld or delayed. If the parties still fail to agree on the Defense Counsel, if applicablethen, at such time, they shall mutually agree in good faith on a procedure to determine the Managing Party), promptly (and in any event within five (5) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party ClaimDefense Counsel.