Common use of Third Party Claims Clause in Contracts

Third Party Claims. In order for a Party (in such capacity, the “Indemnified Person”) to be entitled to any indemnification provided for under Section 8.1 in respect of, arising out of or involving a claim made by any third Person against the other party (in such capacity, the “Indemnifying Person” and any such third-party claim, a “Third Party Claim”), the Indemnified Person must notify the Indemnifying Person in writing (and in reasonable detail) of the Third Party Claim within ten (10) business days after receipt by Indemnified Person of written notice of the Third Party Claim; provided, however, that failure to give, or delaying in giving, such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failure. Thereafter, the Indemnified Person shall deliver to the Indemnifying Person, promptly following the Indemnified Person’s receipt thereof, copies of all written notices and documents (including court papers) received by the Indemnified Person relating to the Third Party Claim; provided, further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failure.

Third Party Claims. (a) In order the event that any Indemnified Party asserts a claim for indemnification or receives notice of the assertion of any claim or 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") against an Indemnifying Party, the Indemnified Party shall give written notice to the Indemnifying Party (in the "CLAIMS NOTICE") within 20 days after learning of such capacityclaim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim), together with a statement specifying the “Indemnified Person”) to be entitled to any indemnification provided for under Section 8.1 in respect of, arising out basis of or involving a claim made by any third Person against the other party (in such capacity, the “Indemnifying Person” and any such third-party claim, a “Third Party Claim”. The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "DEFENSE NOTICE") within 20 days after receipt from the Indemnified Party of the Claims Notice, which Defense Notice shall specify the counsel it will appoint to defend such claim ("DEFENSE COUNSEL"), to conduct at its expense the Indemnified Person must notify the Indemnifying Person in writing (and in reasonable detail) of the defense against such Third Party Claim within ten (10) business days after receipt by Indemnified Person of written notice in its own name, or if necessary in the name of the Third Party ClaimIndemnified Party; provided, however, that failure the Indemnified Party shall have the right to giveapprove the Defense Counsel, or delaying in giving, such notification which approval shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failure. Thereafter, the Indemnified Person shall deliver to the Indemnifying Person, promptly following the Indemnified Person’s receipt thereof, copies of all written notices and documents (including court papers) received by the Indemnified Person relating to the Third Party Claim; provided, further, that failure to provide, be unreasonably withheld or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failuredelayed.

Third Party Claims. In order for a (a) If any third-party shall notify any Indemnified Party (in such capacity, the “Indemnified Person”) to be entitled writing with respect to any indemnification provided for under Section 8.1 in respect of, arising out of or matter involving a claim made by any third Person against the other party (in such capacity, the “Indemnifying Person” and any such third-party claim, (a “Third Third-Party Claim”)) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Section 4.4, then the Indemnified Person must Party shall promptly (i) notify the Indemnifying Person Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail) detail the nature of the Third Third-Party Claim within ten Claim, a copy of all papers served with respect to such claim (10) business days after receipt by Indemnified Person of written notice if any), and the basis of the Third Party ClaimIndemnified Party’s request for indemnification under this Agreement; provided, however, that no delay on the part of the Indemnified Party in so notifying the Indemnifying Party, and no failure on the part of the Indemnified Party to givecomply with any of the procedures in this Section 4.4, or delaying in giving, such notification shall not affect relieve the indemnification provided hereunder except Indemnifying Party of any obligation under Section 4.1 with respect thereto unless (and then solely to the extent extent) the Indemnifying Person shall have been Party is materially prejudiced as a result of such failure. Thereafter, the Indemnified Person shall deliver to the Indemnifying Person, promptly following the Indemnified Person’s receipt thereof, copies of all written notices and documents (including court papers) received by the Indemnified Person relating to the Third Party Claim; provided, further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failurethereby.

Third Party Claims. In order for If any Person entitled to receive indemnification under this Agreement (an “Indemnitee”) receives notice of any demand or claim by any Person who is neither a Party nor an Affiliate of a Party (in such capacity, the “Indemnified Person”) to be entitled to any indemnification provided for under Section 8.1 in respect of, arising out of or involving a claim made by any third Person against the other party (in such capacity, the “Indemnifying Person” and any such third-party claim, a “Third Party Claim”) which has or could reasonably give rise to a right of indemnification hereunder, or for which the Indemnitee may claim a right to indemnification hereunder from the other Party (the “Indemnifying Party”), the Indemnified Person must notify Indemnitee will promptly give written notice (a “Third Party Claim Notice”) of such Third Party Claim to the Indemnifying Person in writing Party. Any such Third Party Claim Notice shall (i) describe the nature, facts and in reasonable detail) circumstances of the Third Party Claim within ten in reasonable detail, (10ii) business days after receipt by Indemnified Person of written notice state the estimated amount of the Third Party Claim; providedindemnifiable Loss that has been or may be sustained by the Indemnitee, howeverif practicable, that failure to give(iii) state the method and computation thereof, or delaying in giving, such notification shall not affect the indemnification provided hereunder except and (iv) contain specific reference to the extent provision or provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The Indemnitee shall provide the Indemnifying Person shall have been prejudiced as a result of Party with such failure. Thereafter, the Indemnified Person shall deliver other information known to the Indemnifying Person, promptly following the Indemnified Person’s receipt thereof, copies of all written notices and documents (including court papers) received by the Indemnified Person relating it or in its possession with respect to the Third Party Claim; provided, further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent Claim as the Indemnifying Person shall have been prejudiced as a result of such failureParty may reasonably request.

Third Party Claims. (i) In order for a an Indemnified Party (in such capacity, the “Indemnified Person”) to be entitled to any indemnification provided for under Section 8.1 7.01 or 7.02, as applicable, in respect of, arising out of or involving a claim made by any third Person person against the an Indemnified Party (other party than claims relating to Taxes which are subject to clause (in such capacity, the “Indemnifying Person” and any such third-party claim, a)) (a “Third Party Claim”), the such Indemnified Person Party must notify the Indemnifying Person indemnifying party in writing (and in reasonable detail) of the Third Party Claim within ten (10) business days after promptly following receipt by Indemnified Person it of written notice of the Third Party Claim; provided, however, that failure to give, or delaying in giving, Claim (which notice shall include a reasonably summary of the basis for such notification shall not affect claim and an estimate of the indemnification provided hereunder except applicable Loss to the extent the Indemnifying Person shall have been prejudiced as a result of such failurethen reasonably determinable). Thereafter, the applicable Indemnified Person Party shall deliver to the Indemnifying Personindemnifying party, promptly following the Indemnified Person’s receipt by it thereof, copies of all written notices and documents (including court papers) received by it from the Indemnified Person person asserting the Third Party Claim relating to the Third Party Claim; providedClaim (it being understood that delivery of such notices and documents by one Indemnified Party shall satisfy such obligation for all Indemnified Parties in respect of such notices and documents). Notwithstanding the foregoing, further, that the failure to provide, or delay in providing, delivering any items contemplated to be delivered to the indemnifying party in respect of a Third Party Claim pursuant to this paragraph shall only relieve the indemnifying party of its indemnification obligations hereunder in respect of such copies shall not affect the indemnification provided hereunder except claim to the extent the Indemnifying Person shall have been that it is actually prejudiced as a result of by such failuredelay.

Third Party Claims. In order for the event any Action is instituted against an Indemnified Party by a Third Party which involves or appears reasonably likely to involve an Indemnification Claim hereunder (in such capacity, the “Indemnified Person”) to be entitled to any indemnification provided for under Section 8.1 in respect of, arising out of or involving a claim made by any third Person against the other party (in such capacity, the “Indemnifying Person” and any such third-party claim, a “Third Party Claim”), the Indemnified Person must Party shall, promptly after receipt of notice of any such Action, notify the Indemnifying Person in writing (and in reasonable detail) Party of the Third Party Claim within ten (10) business days after receipt by Indemnified Person of written notice of the Third Party Claimcommencement thereof; provided, however, that the failure to give, or delaying so notify the Indemnifying Party of the commencement of any such Action will relieve the Indemnifying Party from liability in giving, such notification shall not affect the indemnification provided hereunder connection therewith except and to the extent (and only to the extent) that such failure has materially prejudiced the Indemnifying Person shall have been prejudiced as a result Party. Upon receipt of such failure. Thereafternotice, the Indemnifying Party will have the right, in its sole discretion, to control the defense or settlement of such Third Party Claim by appointing a recognized and reputable counsel reasonably acceptable to the Indemnified Person shall deliver Party to be the lead counsel in connection with such defense; provided, that prior to the Indemnifying PersonParty assuming control of such defense or settlement, promptly following it shall first verify to the Indemnified Person’s receipt thereof, copies of Party in writing that such Indemnifying Party will be responsible for all written notices liabilities and documents (including court papers) received by the Indemnified Person obligations relating to the such Third Party Claim; Claim to the extent provided, and up to the limitations (if any) set forth, in this Article 7, and subject to such limitations, and provided, further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failure.that:

Third Party Claims. In order for The Indemnified Party shall notify the Indemnifying Party in writing as soon as is reasonably practicable after being informed that facts exist which may result in a claim originating from a Person other than the Indemnified Party (in such capacity, the “Indemnified Person”) to be entitled to any indemnification provided for under Section 8.1 in respect of, arising out of or involving a claim made by any third Person against the other party (in such capacity, the “Indemnifying Person” and any such third-party claim, a “Third Party Claim”), ) and in respect of which a right of indemnification given pursuant to Section 8.1 may apply which notice shall specify in reasonable detail the facts known to the Indemnified Person must notify Party and the Indemnifying Person in writing (and in reasonable detail) of the Third Party Claim within ten (10) business days after receipt by Indemnified Person of written notice of the events giving rise to such Third Party Claim; provided, however, provided that failure to give, or delaying in giving, provide such notification notice shall not affect relieve the indemnification provided hereunder except Indemnifying Party of any of its obligations under this Agreement unless (and only to the extent that) the Indemnifying Person Party shall have been materially prejudiced as a result of such failure. ThereafterThe Indemnifying Party shall have the right to elect, by written notice delivered to the Indemnified Person shall deliver to Party within ten days of receipt by the Indemnifying Person, promptly following Party of the notice from the Indemnified Person’s receipt thereof, copies Party in respect of all written notices and documents (including court papers) received by the Indemnified Person relating to the Third Party Claim; provided, furtherat the sole expense of the Indemnifying Party, that failure to provideparticipate in or assume control of the negotiation, settlement or delay in providing, such copies defence of the Third Party Claim with counsel of its choice (which counsel shall not affect the indemnification provided hereunder except be reasonably satisfactory to the extent the Indemnifying Person shall have been prejudiced as a result of such failure.Indemnified Party), provided that:

Third Party Claims. In order for a (a) If an Indemnified Party (in such capacity, shall receive notice or otherwise learn of the “Indemnified Person”) to be entitled to any indemnification provided for under Section 8.1 in respect of, arising out of or involving a claim made assertion by any third Person against who is not a member of the other party (in such capacityCrane NXT Group or the Crane Company Group, as the “Indemnifying Person” and case may be, of any claim, or of the commencement by any such third-party claimPerson of any Proceedings, with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party pursuant to Section 6.2 or Section 6.3, or any other Section of this Agreement or any Ancillary Agreement (collectively, a “Third Third-Party Claim”), such Indemnified Party shall give such Indemnifying Party written notice thereof within thirty (30) days after such Indemnified Party received notice or otherwise learned of such Third-Party Claim. Any such notice shall describe the Indemnified Person must notify the Indemnifying Person in writing (and Third-Party Claim in reasonable detail) , including, if known, the amount of the Third loss or Liability claimed or asserted by such third party for which indemnification may be available. Notwithstanding the foregoing, the failure of any Indemnified Party Claim within ten (10or other Person to give notice as provided in this Section 6.4(a) business days after receipt by Indemnified Person of written notice of the Third Party Claim; provided, however, that failure to give, or delaying in giving, such notification shall not affect relieve the indemnification provided hereunder Indemnifying Party of its obligations under this Article VI, except to the extent the that such Indemnifying Person shall have been Party is actually materially prejudiced as a result of by such failure. Thereafter, the Indemnified Person shall deliver to the Indemnifying Person, promptly following the Indemnified Person’s receipt thereof, copies of all written notices and documents (including court papers) received by the Indemnified Person relating to the Third Party Claim; provided, further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failuregive notice.

Third Party Claims. In order for Promptly after receipt by a Seller Indemnified Party or a Buyer Indemnified Party (in such capacity, the an “Indemnified PersonParty”) to be entitled to of notice of any indemnification provided for under Section 8.1 matter or the commencement of any Action by a third party in respect of, arising out of or involving a claim made by any third Person against which the other party Indemnified Party will seek indemnification hereunder (in such capacity, the “Indemnifying Person” and any such third-party claim, a “Third Third-Party Claim”), the Indemnified Party shall notify each Person must that is obligated to provide such indemnification (an “Indemnifying Party”) thereof in writing but any failure to so notify the Indemnifying Person Party shall not relieve it from any liability that it may have to the Indemnified Party other than to the extent the Indemnifying Party is actually prejudiced by such failure. The Indemnifying Party shall be entitled to participate in writing (and in reasonable detail) the defense of the Third such Third-Party Claim and, provided that within ten fifteen (1015) business days after receipt by Indemnified Person of such written notice the Indemnifying Party confirms in writing its responsibility therefore and demonstrates to the reasonable satisfaction of the Third Indemnified Party its financial capability to undertake the defense and provide indemnification with respect to such Third-Party Claim, to assume control of such defense with counsel reasonably satisfactory to such Indemnified Party; provided, however, that failure to give, or delaying in giving, such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failure. Thereafter, the Indemnified Person shall deliver to the Indemnifying Person, promptly following the Indemnified Person’s receipt thereof, copies of all written notices and documents (including court papers) received by the Indemnified Person relating to the Third Party Claim; provided, further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failure.that:

Third Party Claims. (a) In order for the event that an Indemnified Person is made a Party (defendant in such capacity, the “Indemnified Person”) to be entitled or party to any indemnification provided for under Section 8.1 in respect of, arising out of or involving a claim made Claim instituted by any third Person against the other party (in such capacityparty, the “Indemnifying Person” and liability or the costs or expenses of which are Losses indemnifiable pursuant to this Article 9 (any such third-third party claim, Claim being referred to as a “Third Party Claim”), such Indemnified Party shall give the Indemnified Person must notify party from whom indemnification hereunder is sought (the “Indemnifying Person in writing (and Party”) prompt written notice thereof specifying in reasonable detail) of detail the Losses with respect to such Third Party Claim within ten (10) business days after receipt by Indemnified Person including a good faith estimate of written notice of the Third Party Claimsuch Losses, if reasonably available); provided, however, that the delay or failure to give, or delaying in giving, give such notification notice shall not affect only relieve the Indemnifying Party of its indemnification provided hereunder except obligations under this Article 9 to the extent extent, if at all, that the Indemnifying Person shall have been Party is materially prejudiced as a result by reasons of such delay or failure; and provided further, that such written notice must in all events be provided on or before the expiration of the applicable survival period set forth in Section 9.1. Thereafter, the Indemnified Person Party shall deliver to the Indemnifying PersonParty, promptly following the Indemnified PersonParty’s receipt thereof, copies of all written notices and documents (including court papers) received by the Indemnified Person Party relating to the Third Party Claim; provided, further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except other than privileged documents and those notices and documents separately addressed to the extent the Indemnifying Person shall have been prejudiced as a result of such failureParty.

Third Party Claims. (a) In order for a Party party hereto eligible to be indemnified hereunder (in such capacity, the “an "Indemnified Person”Party") to be entitled to any indemnification provided for under Section 8.1 this Agreement in respect of, arising out of or involving a claim or demand made by any third Person person or entity against the other party Indemnified Party (in such capacity, the “Indemnifying Person” and any such third-party claim, a “"Third Party Claim”"), the such Indemnified Person Party must notify the parties obligated to provide indemnification pursuant to Section 12.1 or 12.2 hereof (each, an "Indemnifying Person Party") in writing (writing, and in reasonable detail) , of the Third Party Claim within ten (10) 30 business days after receipt by such Indemnified Person Party of written notice of the Third Party Claim; provided, however, that failure to give, or delaying in giving, give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person 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 Indemnified Person Party shall deliver to the Indemnifying PersonParty, promptly following within five business days after the Indemnified Person’s Party's receipt thereof, copies of all written notices and documents (including court papers) received by the Indemnified Person Party relating to the Third Party Claim; provided, further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failure.

Third Party Claims. In order for Promptly after receipt by a Party entitled to indemnification hereunder (in such capacity, the “Indemnified PersonIndemnitee”) to be entitled to of written notice of the assertion or the commencement of any indemnification provided for under Section 8.1 in respect of, arising out of or involving Proceeding by a claim made by any third Person against the other party (in such capacity, the “Indemnifying Person” and any such third-party claim, with respect to any matter referred to in Section 8.2 or Section 8.3 (a “Third Party Claim”), the Indemnified Person must notify the Indemnifying Person in writing (and in reasonable detail) of the Third Party Claim within ten (10) business days after receipt by Indemnified Person of Indemnitee shall give written notice thereof to the party obligated to indemnify Indemnitee (the “Indemnitor”), which notice shall include a description of the Third Party Claim, the amount thereof (if known and quantifiable) and the basis for the Third Party Claim, and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to give, or delaying in giving, such notification give the Indemnitor notice as provided herein shall not affect relieve the indemnification provided Indemnitor of its obligations hereunder except to the extent that the Indemnifying Person Indemnitor is prejudiced thereby. Any Indemnitor shall have been prejudiced as a result be entitled to participate in the defense of any Proceeding giving rise to Third Party Claim at such failure. ThereafterIndemnitor’s expense, the Indemnified Person shall deliver and at its option (subject to the Indemnifying Person, promptly following limitations set forth below) shall be entitled to assume the Indemnified Person’s receipt thereof, copies of all written notices defense thereof by appointing a nationally recognized and documents (including court papers) received by the Indemnified Person relating reputable counsel reasonably acceptable to the Third Party ClaimIndemnitee to be the lead counsel in connection with such defense; provided, furtherhowever, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failure.that:

Third Party Claims. In order for (a) If a claim or Action by a Person who is not a Party or an Affiliate thereof (in such capacity, the “Indemnified Person”) to be entitled to any indemnification provided for under Section 8.1 in respect of, arising out of or involving a claim made by any third Person against the other party (in such capacity, the “Indemnifying Person” and any such third-party claim, a “Third Party Claim”) is made against any Person entitled to indemnification pursuant to Section 11.2 (an “Indemnified Party”), and if such Person intends to seek indemnity with respect thereto under this Article 11, such Indemnified Party shall promptly give a Notice of Claim to the Party obligated to indemnify such Indemnified Party (such notified Party, the “Responsible Party”), which Notice of Claim shall specify the provision of this Agreement pursuant to which indemnity is sought, the facts alleged to constitute the basis for such claim (taking into account the information then available to the Indemnified Party), the representations, warranties, covenants or agreements alleged to have been breached, if applicable, and the amount (or, to the extent not then determinable, the Indemnified Person must notify Party’s good faith estimate thereof) that the Indemnifying Person in writing (and in reasonable detail) of Indemnified Party seeks hereunder from the Third Party Claim within ten (10) business days after receipt by Indemnified Person of written notice of Responsible Party; provided that the Third Party Claim; provided, however, that failure to give, or delaying in giving, give such notification Notice of Claim shall not affect relieve the indemnification provided hereunder Responsible Party of its obligations hereunder, except to the extent that the Indemnifying Person shall have been Responsible Party is actually prejudiced as a result of such failure. Thereafter, the Indemnified Person shall deliver to the Indemnifying Person, promptly following the Indemnified Person’s receipt thereof, copies of all written notices thereby (and documents (including court papers) received by the Indemnified Person relating to the Third Party Claim; provided, further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except then only to the extent the Indemnifying Person shall have been prejudiced as a result of such failureprejudice).

Third Party Claims. In order for (a) If a claim by a Third Party (in such capacity, the “Indemnified Person”) to be entitled to any indemnification provided for under Section 8.1 in respect of, arising out of or involving a claim made by any third Person against the other party (in such capacity, the “Indemnifying Person” and any such third-party claim, a “Third Third-Party Claim”)) is made against any Indemnified Party, the and if such party intends to seek indemnity with respect thereto under this Section 8.7, such Indemnified Person must Party shall promptly notify the Indemnifying Person in writing (and in reasonable detail) Party of the Third Party such Third‑Party Claim within ten (10) business days after receipt by Indemnified Person delivery of written notice of the Third Party Claima Claim Certificate; provided, however, that the failure to give, or delaying in giving, such notification so notify shall not affect relieve the indemnification provided hereunder Indemnifying Party of its obligations hereunder, except to the extent that the Indemnifying Person shall have been prejudiced as a result of such failure. Thereafter, the Indemnified Person shall deliver Claim Certificate is not delivered to the Indemnifying Person, promptly following Party within the relevant survival period set forth in Section 8.1 or the Indemnifying Party is actually and materially prejudiced thereby. The Indemnifying Party shall notify the Indemnified Person’s Party in writing, as promptly as possible (but in any case before the due date for the answer or response to the Third-Party Claim) after receipt thereofof such notice of its election to assume the conduct and control, copies at the expense of all written notices the Indemnifying Party, through counsel of its choosing, of the settlement or defense of such Third‑Party Claim and documents (including court papers) received by the Indemnified Person relating Party shall cooperate with it in connection therewith. Notwithstanding any other provision of this Agreement, Section 6.7(f) shall govern with respect to the Third Party Claim; provided, further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failureTax Contests.

Third Party Claims. In order for a Party Person (in such capacity, the “Indemnified PersonParty”) to be entitled to any indemnification provided for under Section 8.1 6.01 (Indemnification by Seller) or Section 6.02 (Indemnification by Purchaser) in respect of, arising out of or involving a claim made by any third Person not a party hereto against the other party Indemnified Party (in such capacity, the “Indemnifying Person” and any such third-party claim, a “Third Party Claim”), the such Indemnified Person Party must notify the indemnifying party (the “Indemnifying Person Party”) in writing of such Third Party Claim (setting forth in reasonable detail the facts giving rise to such Third Party Claim (to the extent known by the Indemnified Party) and the amount or estimated amount (to the extent reasonably estimable) of Losses arising out of such Third Party Claim) promptly (and in reasonable detailany event within five Business Days) of the Third Party Claim within ten (10) business days after receipt by such Indemnified Person Party of written notice of the such Third Party Claim; provided, however, that failure to give, or delaying in giving, such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failure. Thereafter, the Indemnified Person Party shall deliver to the Indemnifying PersonParty, promptly following (and in any event within five Business Days) after the Indemnified PersonParty’s receipt thereof, copies of all written notices and documents (including court papers) received by the Indemnified Person Party relating to the Third Party Claim; provided, further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failureClaim (“Document Delivery”).

Third Party Claims. In order for (a) The Indemnifying Party under this Article 8 shall have the right, but not the obligation, exercisable by written notice to the Indemnified Party within 30 days of receipt of a Third Party (in such capacityClaim Notice from the Indemnified Party with respect thereto, to assume conduct and control, at the “expense of the Indemnifying Party and through counsel of its choosing that is reasonably acceptable to the Indemnified Person”) to be entitled to any indemnification provided for under Section 8.1 in respect ofParty, arising out of or involving a claim made by any third Person against the other party (in such capacity, the “Indemnifying Person” and any such third-party claim, action, suit or proceeding (a “Third Party Claim”), the Indemnified Person must notify the Indemnifying Person in writing (and in reasonable detail) of the Third Party Claim within ten (10) business days after receipt by Indemnified Person of written notice of the Third Party Claim; provided, however, that failure to give, or delaying in giving, such notification the Indemnifying Party shall not affect be entitled to assume or maintain control of the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result defense of such failure. Thereafter, Third Party Claim and shall pay the fees and expenses of counsel retained by the Indemnified Person shall deliver Party that is reasonably acceptable to the Indemnifying PersonParty if (i) such Third Party Claim relates to or arises in connection with any criminal Legal Proceeding, promptly following (ii) such Third Party Claim seeks an injunction or equitable relief against the Indemnified Person’s receipt thereofParty or any of its Affiliates, copies of all written notices and documents (including court papersiii) received by the Indemnified Person relating to Party reasonably concludes, based on the Third Party Claim; provided, furtheradvice of counsel, that failure to providethere is an irreconcilable conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of such defense, or delay in providing(iv) after assuming control of such defense, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of Party withdraws from such failuredefense or fails to diligently pursue and maintain such defense.

Third Party Claims. (a) In order the event that an Indemnified Party seeks indemnity under this Article XII with respect to any claim or demand for a Party which an indemnifying party (in such capacity, the an “Indemnified PersonIndemnifying Party”) may have Liability to any Indemnified Party hereunder that is asserted against or sought to be entitled to collected from any indemnification provided for under Section 8.1 in respect of, arising out of or involving Indemnified Party by a claim made by any third Person against the other party (in such capacity, the “Indemnifying Person” and any such third-party claim, a “Third Party Claim”), the such Indemnified Person must notify the Indemnifying Person Party shall promptly, but in writing (and in reasonable detail) of the Third Party Claim within no event more than ten (10) business days after following such Indemnified Party’s receipt by Indemnified Person of written notice of the a Third Party Claim, notify the Indemnifying Party in writing of such Third Party Claim, the specific section(s) of this Agreement that form the basis of the claim for indemnification, the amount or the estimated amount of damages sought under such Third Party Claim to the extent then ascertainable, any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto, in each case if such information is known and reasonably available (a “Claim Notice”); provided, however, that the failure to give, timely give a Claim Notice or delaying in giving, such notification to include the foregoing information shall not affect the indemnification provided rights of an Indemnified Party hereunder except only to the extent that such failure has an actual and material prejudicial effect on the Indemnifying Person shall have been prejudiced as a result of such failure. Thereafter, the Indemnified Person shall deliver defenses available to the Indemnifying Person, promptly following the Indemnified Person’s receipt thereof, copies of all written notices and documents (including court papers) received by the Indemnified Person relating Party with respect to the such Third Party Claim; provided, further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failure.

Third Party Claims. In order for (a) Within ten (10) days (or sooner if the nature of the Third-Party Claim so requires) after the earlier of receipt of (i) notice that any Person (other than a Party Taxing Authority (as defined in such capacity, the “Indemnified Person”Tax Matters Agreement)) to be entitled to any indemnification provided for under Section 8.1 in respect of, arising out of that is not a Hertz Entity or involving a claim made by any third Person against the other party HERC Holdings Entity (in such capacity, the “Indemnifying Person” and any such third-party claim, a “Third Party”) has commenced an Action against or otherwise involving any Indemnified Party or (ii) information from a Third Party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought (in whole or in part) under this Agreement or any Ancillary Agreement (a “Third-Party Claim”), the Indemnified Person must notify Party shall give the Indemnifying Person in writing (and in reasonable detail) of the Third Party Claim within ten (10) business days after receipt by Indemnified Person of written notice of the Third Third-Party Claim; provided, however, that failure to give, or delaying which notice shall describe the Third-Party Claim in giving, such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failure. Thereafter, the Indemnified Person shall deliver to the Indemnifying Person, promptly following the Indemnified Person’s receipt thereof, reasonable detail and include copies of all written relevant notices and documents (including court papers) received by the Indemnified Person relating Party related to the Third such Third-Party Claim; provided, further, that . The failure of the Indemnified Party to provide, or delay give timely notice as provided in providing, such copies this Section 5.5 shall not affect relieve the indemnification provided hereunder Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Person shall have been Party is actually prejudiced as a result of by the failure to give such failurenotice.

Third Party Claims. In order for (a) If a Party claim or demand is made against AMC or Cablevision (in such capacityeach, the an “Indemnified PersonIndemnitee”) by any Third Party or MSG (a “Third-Party Claim”) as to be which such Indemnitee is entitled to any indemnification provided for under pursuant to this Agreement, such Indemnitee shall notify the Party which is or may be required pursuant to Section 8.1 in respect of, arising out of 6.1 or involving a claim made by any third Person against the other party Section 6.2 hereof to make such indemnification (in such capacity, the “Indemnifying Person” and any such third-party claimParty”) in writing, a “Third Party Claim”), the Indemnified Person must notify the Indemnifying Person in writing (and in reasonable detail) , of the Third Third-Party Claim within ten promptly and in any event by the date (10the “Outside Notice Date”) business days that is the 15th Business Day after receipt by Indemnified Person such Indemnitee of written notice of the Third Third-Party Claim; provided, however, that failure to give, or delaying in giving, give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person 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 Indemnified Person Indemnitee shall deliver to the Indemnifying PersonParty, promptly following (and in any event within ten Business Days) after the Indemnified PersonIndemnitee’s receipt thereof, copies of all written notices and documents (including court papers) received by the Indemnified Person Indemnitee relating to the Third Third-Party Claim; provided, further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failure.

Third Party Claims. (a) In order for the event of a Party demand made by, or any Action or Proceeding instituted by, any Person not a party to this Agreement or an Affiliate of a party to this Agreement (in such capacity, the “Indemnified Person”) to be entitled to any indemnification provided for under Section 8.1 in respect of, arising out of or involving a claim made by any third Person against the other party (in such capacity, the “Indemnifying Person” and any such third-party claim, a “Third Party Claim”), the an Indemnified Person Party must notify the other party (the “Indemnifying Person Party”) in writing (a “Third Party Claim Notice”), and in reasonable detail) detail (to the extent practicable based on the information available to the Indemnified Party), of the Third Party Claim within promptly after such Indemnified Party is notified in writing of the Third Party Claim (but no later than ten (10) business days Business Days after receipt by Indemnified Person of written notice of the Third Party Claimthereof); provided, however, that failure to give, or delaying in giving, give such notification shall not affect the indemnification provided hereunder except and to the extent that such failure has a material prejudicial effect on the defenses or other rights available to the Indemnifying Person shall have been prejudiced Party with respect to such Third Party Claim or the quantum of such Third Party Claim (including all interest and other penalties which may accrue as a result of such failuredelay). A Third Party Claim Notice shall 30 contain a brief summary of the facts underlying or relating to such claim to the extent then known by the Indemnified Party and a copy of any correspondence or written notice received from the relevant third party and a statement that the Indemnified Party seeks indemnification for Losses relating to such Third Party Claim. Thereafter, the Indemnified Person Party shall deliver to the Indemnifying Person, promptly following the Indemnified Person’s receipt thereof, Party copies of all written notices and documents (including court papers) received by the Indemnified Person Party relating to the Third Party Claim; provided, further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failure.

Third Party Claims. (i) In order for a Party (in such capacity, the “Indemnified Person”) party to be entitled to any indemnification provided for under Section 8.1 this Article VIII (the “Indemnified Party”) in respect of, arising out of or involving a claim made against the Indemnified Party by any third Person against the other who is not a party to this Agreement (in such capacity, the “Indemnifying Person” and any such third-party claim, a “Third Third-Party Claim”), the such Indemnified Person Party must notify the indemnifying party hereunder (the “Indemnifying Person Party”) in writing (and in reasonable detail) of the Third Third-Party Claim within ten (10) business days after promptly following receipt by such Indemnified Person Party of written notice of the Third Third-Party Claim, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim; provided, however, provided that failure to give, or delaying in giving, give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnified Person Party shall deliver to the Indemnifying PersonParty, promptly following the Indemnified PersonParty’s receipt thereof, copies of all written notices and documents (including court papers) received by the Indemnified Person Party relating to the Third Third-Party Claim; provided, further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except other than those notices and documents separately addressed to the extent the Indemnifying Person shall have been prejudiced as a result of such failureParty.

Third Party Claims. In order for (i) Any Indemnified Party seeking indemnification pursuant to this ARTICLE 10 in respect of any claim, demand or other Action asserted by any Person who is not a Party or an Affiliate thereof (in such capacity, the “Indemnified Person”) to be entitled to any indemnification provided for under Section 8.1 in respect of, arising out of or involving a claim made by any third Person against the other party (in such capacity, the “Indemnifying Person” and any such third-party claim, a “Third Third-Party Claim”), the Indemnified Person must notify ) shall give the Indemnifying Person in writing (and in reasonable detail) of the Third Party from whom indemnification with respect to such Third-Party Claim within ten (10) business days after receipt by Indemnified Person of is sought prompt written notice of the Third such Third-Party Claim; provided, however, that failure to give, or delaying no delay on the part of the Indemnified Party in giving, such notification notifying the Indemnifying Party shall not affect relieve the indemnification provided Indemnifying Party from any obligation hereunder except unless (and then solely to the extent that) the Indemnifying Person Party is actually and materially prejudiced thereby. Such written notice shall have been prejudiced as a result describe the facts and circumstances giving rise to such Third-Party Claim, the basis upon which indemnity is being sought, the amount or estimated amount of the Losses relating to such Third-Party Claim, if known or reasonably ascertainable at the time such claim is made (or if not then reasonably ascertainable, the maximum amount of such failure. Thereafter, the Indemnified Person shall deliver to the Indemnifying Person, promptly following the Indemnified Person’s receipt thereof, copies of all written notices and documents (including court papers) received Losses reasonably estimated by the Indemnified Person relating Party), and the method of computation of such Losses, all with reasonable particularity and containing a reference to the Third provisions of this Agreement in respect of which the Indemnified Party Claim; provided, further, that failure is entitled to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failurehereunder.

Third Party Claims. In order for the event that, subsequent to the Closing, any Person entitled to indemnification under this Agreement (an “Indemnified Party”) receives notice of the assertion of any claim or liability or of the commencement of any Action by any Person who is not a party to this Agreement or otherwise entitled to indemnification hereunder as an Indemnified Party (in such capacityincluding, the “Indemnified Person”) to be entitled but not limited to any indemnification provided for under Section 8.1 in respect of, arising out of or involving a claim made by any third Person against the other party Governmental Authority) (in such capacity, the “Indemnifying Person” and any such third-party claim, a “Third Party Claim”) against such Indemnified Party, for which a claim is to be made by an Indemnified Party under this Agreement (an “Indemnifying Party”), the Indemnified Person must notify Party shall give written notice regarding such claim to the Indemnifying Person in writing (and in reasonable detail) of the Third Party Claim within ten (10) business days promptly after receipt by Indemnified Person of receiving written notice or reasonably becoming aware of any such claim, and shall not make any admissions or acceptances. The Indemnified Party shall supply the Indemnifying Party with such information and documents as it has in its possession regarding such Third Party Claim; provided, howevertogether with all pertinent information in its possession regarding the Damages that it asserts it has suffered or incurred, that failure to give, or delaying in giving, such notification shall not affect the indemnification provided hereunder except to the extent and will permit the Indemnifying Person shall have been prejudiced as a result Party to inspect such other records and books in the possession of such failure. Thereafter, the Indemnified Person shall deliver to the Indemnifying Person, promptly following the Indemnified Person’s receipt thereof, copies of all written notices Party and documents (including court papers) received by the Indemnified Person relating to the Third Party Claim; provided, further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent Claim and asserted Damages as the Indemnifying Person Party shall have been prejudiced as a result of such failurereasonably request.

Third Party Claims. (i) In order for a Party Person (in such capacity, the “Indemnified Personindemnified party”) to be entitled to any indemnification provided for under Section 8.1 5.01 or 5.02 in respect of, arising out of or involving a claim made by any third Person against the other indemnified party (in such capacity, the “Indemnifying Person” and any such third-party claim, a “Third Party Claim”), the Indemnified Person such indemnified party must notify the Indemnifying Person party that will potentially be obligated to provide indemnification hereunder (the “indemnifying party”) in writing (and in reasonable detail) of the Third Party Claim within ten (10) business days after promptly following receipt by Indemnified Person such indemnified party of written notice of the Third Party Claim, stating in reasonable detail the nature, basis and amount thereof (to the extent then known), along with copies of the relevant notices and documents (including court papers) received by the indemnified party evidencing such Third Party Claim, and the basis for indemnification sought; provided, however, that failure to give, or delaying in giving, give such notification shall not affect the indemnification provided hereunder under this Agreement except to the extent the Indemnifying Person indemnifying party shall have been actually and materially prejudiced as a result of such failure. Thereafter, the Indemnified Person indemnified party shall deliver to the Indemnifying Personindemnifying party, promptly following the Indemnified Personindemnified party’s receipt thereof, copies of all written other notices and documents (including court papers) received by the Indemnified Person indemnified party relating to the Third Party Claim; provided, further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failure.

Third Party Claims. i) In order for a Buyer Indemnified Party or a Seller Indemnified Party (in such capacityas applicable, the “Indemnified PersonParty”) to be entitled to any indemnification provided for under Section 8.1 this Agreement in respect of, arising out of or involving a claim made any Litigation by any third Person who is not a party to this Agreement against the other party Indemnified Party (in such capacity, the “Indemnifying Person” and any such third-party claim, a “Third Party Claim”), such Indemnified Party shall deliver written notice thereof to the party against whom indemnity is sought (the “Indemnifying Party”) with reasonable promptness after receipt by such Indemnified Person must notify the Indemnifying Person in writing (and in reasonable detail) Party of notice of the Third Party Claim within ten and shall provide the Indemnifying Party with (10i) business days after receipt by Indemnified Person of written notice of reasonable detail regarding the Third Party Claim; providedClaim (based on the information them available to the Indemnified Party) and (ii) such other information with respect thereto as the Indemnifying Party may reasonably request. The failure to provide such notice, however, that failure to give, or delaying in giving, such notification shall not affect release the indemnification provided hereunder Indemnifying Party from any of its obligations under this Article X except to the extent that the Indemnifying Person shall have been Party is actually prejudiced as by such failure (it being understood and agreed, however, for the avoidance of doubt, that notices for indemnification claims in respect of a result breach of such failure. Thereaftera representation, the Indemnified Person shall deliver warranty, covenant or agreement must be delivered prior to the Indemnifying Personexpiration of any applicable survival period specified in Section 10.1 for such representation, promptly following the Indemnified Person’s receipt thereofwarranty, copies of all written notices and documents (including court papers) received by the Indemnified Person relating to the Third Party Claim; provided, further, that failure to provide, covenant or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failureagreement).

Third Party Claims. (i) In order for the event that the Indemnified Party receives written notice of the assertion by a Party Person who is not a member of either Group of any claim or the commencement of any Action (in such capacity, the “Indemnified Person”) to be entitled to any indemnification provided for under Section 8.1 in respect of, arising out of or involving a claim made by any third Person against the other party (in such capacity, the “Indemnifying Person” and any such third-party claimcollectively, a “Third Third-Party Claim”)) with respect to which the Indemnifying Party may be obligated to provide indemnification under this Article 7, the Indemnified Person must notify Party shall give written notice to the Indemnifying Person in writing (and in reasonable detail) Party of the Third Third-Party Claim Claim. Such notification shall be given within ten (10) business days Business Days after receipt by the Indemnified Person Party of written notice of the Third such Third-Party Claim; , provided, however, that failure to give, no delay or delaying deficiency on the part of the Indemnified Party in giving, such notification so notifying the Indemnifying Party shall not affect relieve the indemnification provided Indemnifying Party of any Liability or obligation hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of any Damages caused by or arising out of such failure. ThereafterWithin twenty (20) calendar days after delivery of such written notice, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third-Party Claim with counsel reasonably satisfactory to the Indemnified Party. During any period in which the Indemnifying Party has not so assumed control of such defense, the Indemnified Person Party shall deliver to the Indemnifying Person, promptly following the Indemnified Person’s receipt thereof, copies of all written notices and documents (including court papers) received by the Indemnified Person relating to the Third Party Claim; provided, further, that failure to provide, or delay in providing, control such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failuredefense.

Third Party Claims. In order for a Party Promptly after any of Purchaser Affiliates or Seller Affiliates (in such capacity, the “Indemnified PersonParty”) to be entitled to any indemnification provided for under Section 8.1 in respect of, arising out has received notice of or involving has knowledge of any claim by a claim made person not a party to this Agreement (“third person”) or the commencement of any action or proceeding by any a third Person against the other party (in such capacity, the “Indemnifying Person” and any such third-party claim, a “Third Party Claim”)person, the Indemnified Person must notify Party shall promptly give the parties with the indemnification obligation under subsections (a) and (b) above (each, an “Indemnifying Person in writing (and in reasonable detailParty”) of the Third Party Claim within ten (10) business days after receipt by Indemnified Person of written notice of such claim or the Third Party Claimcommencement of such action or proceeding; provided, however, that the failure of the Indemnified Party to give, or delaying in giving, give such notification prompt notice shall not affect excuse the Indemnifying Party’s obligation to indemnify, unless such failure materially impairs the resolution of such claim. Such notice shall state the nature and basis of such claim and, if ascertainable, the amount thereof. As a condition to the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failure. Thereafterhereunder, the Indemnified Person Party shall deliver to permit the Indemnifying PersonParty to control the defense, promptly following settlement, adjustment or compromise of any such claim so long as the Indemnified Person’s receipt thereof, copies of Indemnifying Party pursues such claim in good faith and with all written notices and documents (including court papers) received by the Indemnified Person relating to the Third Party Claimreasonable efforts; provided, furtherhowever, that failure to provide, or delay in providing, such copies shall the Indemnifying Party will not affect the indemnification provided hereunder except consent to the extent entry of judgment or enter into any settlement without the Indemnifying Person shall have been prejudiced as a result prior written consent of such failurethe Indemnified Party (not to be withheld unreasonably).

Third Party Claims. In order for a Party Person (in such capacity, the “Indemnified PersonParty”) to be entitled to any indemnification provided for under Section 8.1 this Article VII in respect of, arising out of or involving a claim made by any third Person not a party hereto against the other party Indemnified Party (in such capacity, the “Indemnifying Person” and any such third-party claim, a “Third Party Claim”), the such Indemnified Person Party must notify the indemnifying party (the “Indemnifying Person Party”) in writing (and in reasonable detail) of the such Third Party Claim within ten (10setting forth in reasonable detail the facts giving rise to such Third Party Claim (to the extent known by the Indemnified Party) business days after and the amount or estimated amount (to the extent reasonably estimable) of Losses arising out of, involving or otherwise in respect of such Third Party Claim) promptly following receipt by such Indemnified Person Party of written notice of the such Third Party Claim; provided, however, that that, subject to Section 7.3, failure to give, or delaying in giving, give such notification promptly shall not affect the indemnification provided hereunder except to the extent that the Indemnifying Person Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnified Person Party shall deliver to the Indemnifying PersonParty, promptly following the Indemnified PersonParty’s receipt thereof, copies of all written notices and documents (including court papers) received by the Indemnified Person Party relating to the Third Party Claim; provided, further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failure.

Third Party Claims. In order for a (a) Subject to paragraph (b) of this Section 7, an Indemnifying Party (in such capacityunder this Agreement shall have the right to conduct and control, through counsel of its choosing reasonably satisfactory to the “Indemnified Person”) to be entitled to any indemnification provided for under Section 8.1 in respect of, arising out of or involving a claim made by Party any third Person against the other party (in such capacity, the “Indemnifying Person” and any such third-party claim, a “Third Party Claim”)action or suit, and such party may compromise or settle the same without cost, obligation or liability of the Indemnified Person must notify Party. The Indemnifying Party shall permit the Indemnified Party to participate in the defense of any such action or suit through counsel chosen by it, provided that the fees and expenses of such counsel shall be borne by the Indemnified Party unless (i) the Indemnifying Person in writing (and in Party shall have 4 failed, within a reasonable detail) time after having been notified by the Indemnified Party of the Third Party Claim within ten existence of such claim as provided in Section 6 hereof, to assume the defense of such claim (10ii) business days after receipt the employment of such counsel has been specifically authorized by Indemnified Person of written notice of the Third Party Claim; provided, however, that failure to giveIndemnifying Party, or delaying in giving, (iii) the named parties to any such notification shall not affect the indemnification provided hereunder except to the extent action (including any impleaded parties) include both such Indemnified Party and the Indemnifying Person party and such Indemnified Party shall have been prejudiced as a result of advised in writing by such failure. Thereafter, the Indemnified Person shall deliver counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Person, promptly following the Indemnified Person’s receipt thereof, copies of all written notices and documents (including court papers) received by the Indemnified Person relating to the Third Party Claim; provided, further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failureParty.

Third Party Claims. In order for (i) Any Indemnified Party seeking indemnification pursuant to this Article 9 in respect of any claim, demand or other Action asserted by any Person who is not a Party or an Affiliate thereof (in such capacity, the “Indemnified Person”) to be entitled to any indemnification provided for under Section 8.1 in respect of, arising out of or involving a claim made by any third Person against the other party (in such capacity, the “Indemnifying Person” and any such third-party claim, a “Third Third-Party Claim”), the Indemnified Person must notify ) shall give the Indemnifying Person in writing (and in reasonable detail) of the Third Party from whom indemnification with respect to such Third-Party Claim within ten (10) business days after receipt by Indemnified Person of is sought prompt written notice of the Third such Third-Party Claim; provided, however, that failure to give, or delaying no delay on the part of the Indemnified Party in giving, such notification notifying the Indemnifying Party shall not affect relieve the indemnification provided Indemnifying Party from any obligation hereunder except unless (and then solely to the extent that) the Indemnifying Person Party is actually and materially prejudiced thereby. Such written notice shall have been prejudiced as a result describe the facts and circumstances giving rise to such Third-Party Claim, the basis upon which indemnity is being sought, the amount or estimated amount of the Losses relating to such Third-Party Claim, if known or reasonably ascertainable at the time such claim is made (it being understood that this estimate shall not operate to limit the rights of the Indemnified Party hereunder), and the method of computation of such failure. ThereafterLosses, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which the Indemnified Person shall deliver Party is entitled to the Indemnifying Person, promptly following the Indemnified Person’s receipt thereof, copies of all written notices and documents (including court papers) received by the Indemnified Person relating to the Third Party Claim; provided, further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failurehereunder.

Third Party Claims. In order for a Party Subject to Section 10.02(d), if applicable, if any of the Purchaser Indemnitees or Seller Indemnitees (in such capacityeach, the an “Indemnified PersonParty”) to receives written notice of the commencement of any Proceeding or the assertion of any Proceeding by a Third Party or the imposition of any claim, penalty or assessment for which indemnity may be entitled to any indemnification provided for sought under Section 8.1 in respect of, arising out of 9.02 or involving a claim made by any third Person against the other party Section 9.03 (in such capacity, the “Indemnifying Person” and any such third-party claim, a “Third Party Claim”), and such Indemnified Party intends to seek indemnity pursuant to this Article IX, the Indemnified Person must notify Party shall promptly provide the Indemnifying Person in writing (Party with written notice of such Third Party Claim, stating the nature, basis, and in reasonable detail) the amount thereof, to the extent known, along with copies of the relevant documents evidencing such Third Party Claim within ten (10) business days after receipt by Indemnified Person of written notice and the basis for indemnification sought. Failure of the Third Indemnified Party Claim; provided, however, that failure to give, or delaying in giving, such notification give notice as provided herein shall not affect relieve the Indemnifying Party from its indemnification provided hereunder obligations hereunder, except to the extent that the Indemnifying Person Party is actually prejudiced thereby. All Third Party Claims properly set forth in a notice shall remain outstanding until such Losses claimed therein have been prejudiced as a result finally determined in accordance with the terms of such failure. Thereafter, the Indemnified Person shall deliver to the Indemnifying Person, promptly following the Indemnified Person’s receipt thereof, copies of all written notices and documents (including court papers) received by the Indemnified Person relating to the Third Party Claim; provided, further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failurethis Article IX.

Third Party Claims. In order for (d) If a claim by a third party is made against an Indemnified Party (in such capacity, the “Indemnified Person”) to be entitled to any indemnification provided for under Section 8.1 in respect of, arising out of or involving a claim made by any third Person against the other party (in such capacity, the “Indemnifying Person” and any such third-party claim, a “Third Party Third‑Party Claim”), and if such Indemnified Party intends to seek indemnity with respect thereto under this Article VII, such Indemnified Party shall promptly notify the Indemnitor in writing of such Third‑Party Claim (a “Third‑Party Claim Notice”). The Third‑Party Claim Notice shall describe in reasonable detail the facts giving rise or that could reasonably be expected to give rise to the claim for indemnification hereunder that is the subject of the Third‑Party Claim Notice, the amount and the method of computation of the amount of such claim, a reference to the provision of this Agreement upon which such claim is based and all material documentation relevant to the claim described in the Third‑Party Claim Notice (to the extent not previously provided under this Section 7.4). A Third‑Party Claim Notice shall be given promptly following the Indemnified Person must notify Party’s determination that facts or events are reasonably expected to give rise to a claim for indemnification hereunder; provided that the Indemnifying Person in writing (and in reasonable detail) of the Third Party Claim within ten (10) business days after receipt by Indemnified Person of failure to give such written notice of the Third Party Claim; provided, however, that failure to give, or delaying in giving, such notification shall not affect the indemnification provided hereunder relieve any Indemnitor of its obligations hereunder, except to the extent the Indemnifying Person it shall have been prejudiced as a result of such failure. Thereafter, the Indemnified Person shall deliver to the Indemnifying Person, promptly following the Indemnified Person’s receipt thereof, copies of all written notices and documents (including court papers) received by the Indemnified Person relating to the Third Party Claim; provided, further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failure.

Third Party Claims. In order for (a) If any claim is instituted by a Party third party with respect to which any Indemnified Person or Seller Indemnitee (in such capacity, the an “Indemnified PersonParty”) intends to be entitled to claim any indemnification provided for under Section 8.1 in respect of, arising out of or involving a claim made by any third Person against the other party Damages (in such capacity, the “Indemnifying Person” and any such third-party claim, a “Third Party Claim”), pursuant to this Article VII, such Indemnified Party shall promptly notify the Party or Parties from whom indemnification is being claimed (the “Indemnifying Party”) of such claim and, in any event, within fifteen (15) days after receipt by such Indemnified Party of written notice of such Third-Party Claim. Thereafter, the Indemnified Person must notify Party shall deliver to the Indemnifying Person in writing (and in reasonable detail) of the Third Party Claim Party, within ten (10) business days after receipt by Indemnified Person of written notice of the Third Party Claim; provided, however, that failure to give, or delaying in giving, such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failure. Thereafter, the Indemnified Person shall deliver to the Indemnifying Person, promptly following the Indemnified PersonParty’s receipt thereof, copies of all written notices and documents (including court papers) received by the Indemnified Person Party relating to the Third Party Claim; providedClaims. The notice provided by the Indemnified Party to the Indemnifying Party shall describe the Third Party Claim (the “Asserted Liability”) in reasonable detail and shall indicate the amount (estimated, furtherif necessary, and to the extent feasible) of the Damages that have been or may be suffered by the Indemnified Party. The failure of an Indemnified Party to provide, or delay in providing, such copies give any notice required by this Section 7.7(a) shall not affect the indemnification provided hereunder any of such Party’s rights under this Article VII or otherwise except and to the extent that such failure is prejudicial to the rights or obligations of the Indemnifying Person shall have been prejudiced as a result of such failureParty.

Third Party Claims. A party entitled to indemnification hereunder (an "INDEMNIFIED PARTY") shall notify promptly the indemnifying party (the "INDEMNIFYING PARTY") in writing of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Agreement. In order for a case any claim, action or proceeding is brought against an Indemnified Party (and the 24 Indemnified Party notifies the Indemnifying Party in such capacitywriting of the commencement thereof, the “Indemnified Person”) to Indemnifying Party shall be entitled to any indemnification provided for under Section 8.1 in respect ofparticipate therein and to assume the defense thereof, arising out of or involving a claim made by any third Person against to the other party (in extent that it chooses, with counsel reasonably satisfactory to such capacityIndemnified Party, and after notice from the Indemnifying Party to such Indemnified Party that it so chooses, the “Indemnifying Person” and Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by such third-party claim, a “Third Indemnified Party Claim”), in connection with the Indemnified Person must notify the Indemnifying Person in writing (and in defense thereof other than reasonable detail) costs of the Third Party Claim within ten (10) business days after receipt by Indemnified Person of written notice of the Third Party Claiminvestigation; provided, however, that failure to give, or delaying in giving, such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failure. Thereafter, the Indemnified Person shall deliver to the Indemnifying Person, promptly following the Indemnified Person’s receipt thereof, copies of all written notices and documents (including court papers) received by the Indemnified Person relating to the Third Party Claim; provided, further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failure.that:

Third Party Claims. In order (a) If any Indemnified Party receives written notice of the commencement of any Action or proceeding or the assertion of any Claim by a Third Party or the imposition of any penalty or assessment for a Party which indemnity may be sought under this Article XI (in such capacity, the “Indemnified Person”) to be entitled to any indemnification provided for under Section 8.1 in respect of, arising out of or involving a claim made by any third Person against the other party (in such capacity, the “Indemnifying Person” and any such third-party claim, a “Third Party Claim”), and such Indemnified Party intends to seek indemnity pursuant to this Article XI, the Indemnified Person must notify Party shall promptly provide the other Party (the “Indemnifying Person in writing (and Party”) with notice of such Third Party Claim, which notice shall describe such Third Party Claim in reasonable detail, including all relevant factual background) and the basis on which the Indemnified Party is entitled to indemnification hereunder. The Indemnifying Party shall be entitled, at its option and at its own expense, to assume the defense of the Third Party Claim within ten (10) business days after receipt by Indemnified Person of written notice of the such Third Party Claim; provided, however, that failure to give, or delaying in giving, such notification . Such defense shall not affect the indemnification provided hereunder except to the extent be conducted through counsel selected by the Indemnifying Person shall have been prejudiced as a result of such failure. Thereafter, the Indemnified Person shall deliver to the Indemnifying Person, promptly following the Indemnified Person’s receipt thereof, copies of all written notices Party and documents (including court papers) received approved by the Indemnified Person relating Party, which approval shall not be unreasonably withheld, delayed or conditioned, and the Indemnified Party shall fully cooperate with the Indemnifying Party in connection therewith, at no cost or expense to the Third Party Claim; provided, further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failure.Indemnified Party. 40

Third Party Claims. In order for (a) If a Person other than a Buyer Indemnified Party or a Seller Indemnified Party (in such capacity, the a “Indemnified PersonThird Party”) to be entitled to any indemnification provided for under Section 8.1 in respect of, arising out of or involving asserts a claim made by any third Person against the other party (in such capacity, the “Indemnifying Person” and any such third-party claim, a “Third Party Claim”) against the Buyer Indemnified Parties that is covered by the indemnity provisions of Section 8.2 or against the Seller Indemnified Parties that is covered by the indemnity provisions of Section 8.3 (for the purposes of this Section 8.4, such Party entitled to indemnification with respect to the Third Party Claim, the “Indemnified Parties” and each an “Indemnified Party”), the Indemnified Person must notify Party will promptly give notice to Sellers or Buyer, as applicable (for the purposes of this Section 8.4, such Party required to provide indemnification, the “Indemnifying Person in writing (and in reasonable detail) of the Third Party Claim within ten (10) business days after receipt by Indemnified Person of written notice of the Third Party ClaimParty”); provided, however, that the right of the Indemnified Party to be indemnified hereunder in respect of Claims made by a Third Person shall not be adversely affected by a failure to givegive such notice unless, or delaying in giving, such notification shall not affect the indemnification provided hereunder except and then only to the extent the that, an Indemnifying Person shall have been Party is actually and materially prejudiced as a result of such failurethereby. Thereafter, Such notice by the Indemnified Person Party shall deliver to describe the Indemnifying PersonThird-Party Claim in reasonable detail, promptly following the Indemnified Person’s receipt thereof, shall include copies of all material written notices evidence thereof and documents (including court papers) received shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Person relating to the Third Party Claim; provided, further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failureParty.

Third Party Claims. In order for If a Party (in such capacity, the “Indemnified Person”) to be entitled to any indemnification provided for under Section 8.1 in respect of, arising out of or involving Claim by a claim made by any third Person is made against the other party (in any Indemnified Party, and if such capacityIndemnified Party intends to seek indemnity with respect thereto under this Article VII, the “Indemnifying Person” and any such third-party claim, a “Third Indemnified Party Claim”), the Indemnified Person must shall promptly notify the Indemnifying Person in writing (and in reasonable detail) Party of the Third Party Claim within ten (10) business days after receipt by Indemnified Person of written notice of the Third Party such Claim; provided, however, provided that the failure to give, or delaying in giving, such notification so notify shall not affect relieve the indemnification provided hereunder Indemnifying Party of its obligations hereunder, except to the extent that the Indemnifying Person Party is actually and materially prejudiced thereby. The Indemnifying Party shall have been prejudiced as a result thirty (30) days after receipt of such failure. Thereafternotice to assume the conduct and control, through counsel reasonably acceptable to the Indemnified Person shall deliver to Party at the expense of the Indemnifying PersonParty, promptly following of the settlement or defence thereof and the Indemnified Person’s receipt thereof, copies of all written notices and documents Party shall cooperate with it in connection therewith; provided that (including court papersa) received by the Indemnifying Party shall permit the Indemnified Person relating Party to participate in such settlement or defence through counsel chosen by such Indemnified Party, provided that the Third Party Claim; provided, further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result fees and expenses of such failure.counsel shall be borne by such Indemnified Party, and

Third Party Claims. In order for a Party (in such capacity, the “Indemnified Person”) to be entitled to Promptly after receipt of any indemnification provided for under Section 8.1 in respect of, arising out assertion of or involving a claim made Losses by any third Person against the other party (in such capacity“Third Party Claims”) that might give rise to any Losses for which indemnification may be sought pursuant to Section 9.2 or 9.3, the “Indemnifying Person” and any Indemnified Party shall promptly give written notice of such third-party claim, Third Party Claim (a “Notice of Third Party Claim”) to the Indemnifying Party, which Notice shall state the (i) nature, basis and facts giving rise to such Third Party Claim, (ii) the specific representation(s), the Indemnified Person must notify the Indemnifying Person in writing (and in reasonable detailwarranty(ies) of the or covenant(s) with respect to which such Third Party Claim within ten is made, (10iii) business days after receipt the amount of Losses or the estimated amount thereof to the extent feasible, and (iv) the amount of liability asserted against the Indemnifying Party by Indemnified Person of written notice reason of the Third Party Claim; provided. Such Notice of Third Party Claim shall be accompanied by copies of all relevant documentation with respect to such Third Party Claim, howeverincluding, without limitation, any summons, complaint or other pleading that may have been served, any written demand and any other relevant document or instrument. Notwithstanding the foregoing, the failure to give, provide notice as aforesaid to the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party under this Agreement or delaying in giving, such notification shall not affect the indemnification provided hereunder otherwise except to the extent the that an Indemnifying Person Party shall have been prejudiced as a result of such failure. Thereafter, the Indemnified Person shall deliver to the Indemnifying Person, promptly following the Indemnified Person’s receipt thereof, copies of all written notices and documents (including court papers) received adversely affected by the Indemnified Person relating to the Third Party Claim; provided, further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failure.

Third Party Claims. (a) In order for a the event that any Indemnified Party (in such capacity, the “Indemnified Person”) to be entitled to any indemnification provided for under Section 8.1 in respect of, arising out of or involving asserts a claim made for indemnification or receives notice of the assertion of any claim or of the commencement of any action or proceeding by any third Person against the other person who is not a party to this Agreement or an affiliate of a party to this Agreement (in such capacity, the “Indemnifying Person” and any such third-party claim, a “"Third Party Claim”)") against an Indemnifying Party, the Indemnified Person must notify Party shall give written notice together with a statement specifying the Indemnifying Person in writing (and in reasonable detail) basis of the such Third Party Claim to the Indemnifying Party within ten 20 days after learning of such claim (10or 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 have the right, upon written notice to the Indemnified Party (the "Defense Notice") business within 20 days after receipt by from the Indemnified Person Party of written notice of the such Third Party ClaimClaim which notice by the Indemnifying Party shall specify the counsel it will appoint to defend such claim ("Defense Counsel"), to conduct at its expense the defense against such Third Party Claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that failure the Indemnified Party shall have the right to giveapprove the Defense counsel, or delaying in giving, such notification which approval shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failure. Thereafter, the Indemnified Person shall deliver to the Indemnifying Person, promptly following the Indemnified Person’s receipt thereof, copies of all written notices and documents (including court papers) received by the Indemnified Person relating to the Third Party Claim; provided, further, that failure to provide, be unreasonably withheld or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failuredelayed.

Third Party Claims. In order for (i) If any Indemnified Party receives written notice (or otherwise becomes aware) of the commencement of any Litigation or the assertion of any Claim by a Party third party or the imposition of any penalty or assessment (in such capacityeach case other than any Claims, penalties, assessments or other Litigation with respect to Taxes, which for the “Indemnified Person”avoidance of doubt shall be governed by Section 6.5) to for which indemnity may be entitled to any indemnification provided for sought under Section 8.1 in respect of, arising out of 8.3 or involving a claim made by any third Person against the other party 8.4 (in such capacity, the “Indemnifying Person” and any such third-party claim, a “Third Party Claim”), and such Indemnified Party intends to seek indemnity pursuant to this Section 8, the Indemnified Person must notify Party shall promptly (but no later than thirty (30) calendar days of the earlier of receiving such written notice or becoming aware of such Third Party Claim) provide the Indemnifying Person in writing (and in reasonable detail) of the Third Party Claim within ten (10) business days after receipt by Indemnified Person of with written notice of the such Third Party Claim; provided, howeverstating the nature, that failure to givebasis, or delaying in giving, such notification shall not affect the indemnification provided hereunder except amount thereof (to the extent known or of a nature that can reasonably be estimated, which amount shall not be conclusive of the Indemnifying Person shall have been prejudiced as a result final amount of such failure. Thereafter, the Indemnified Person shall deliver to the Indemnifying Person, promptly following the Indemnified Person’s receipt thereof, copies of all written notices and documents (including court papers) received by the Indemnified Person relating to the Third Party Claim; provided), further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except method of computation thereof (to the extent known or of a nature that can reasonably be estimated), any other remedy sought thereunder, any relevant time constraints relating thereto, references to the Indemnifying Person shall have been prejudiced as a result provisions of such failure.this Agreement applicable thereto, and, to the extent practicable, any other material details pertaining thereto, along with copies of the

Third Party Claims. In order for a Promptly after the assertion by any third party of any claim against any Indemnified Party (a "Third-Party Claim") that, in the judgment of such capacityIndemnified Party, may result in the “incurrence by such Indemnified Person”) to Party of Losses for which such Indemnified Party would be entitled to any indemnification provided for under Section 8.1 in respect ofpursuant to this Agreement, arising out of or involving such Indemnified Party shall deliver to Seller a claim made by any third Person against the other party (in such capacity, the “Indemnifying Person” and any such third-party claim, a “Third Party Claim”), the Indemnified Person must notify the Indemnifying Person in writing (and written notice describing in reasonable detail) of the Third Party Claim within ten (10) business days after receipt by Indemnified Person of written notice of the Third detail such Third-Party Claim; provided, however, that failure to giveno delay on the part of the Indemnified Party in notifying Seller shall relieve Seller of any liability or obligations hereunder, or delaying in giving, such notification shall not affect the indemnification provided hereunder except to the extent that the Indemnifying Person Seller has been materially prejudiced thereby, and then only to such extent. The Indemnified Party shall have been prejudiced as a result the right in its sole discretion to conduct the defense of any such failure. Thereafter, the Indemnified Person shall deliver to the Indemnifying Person, promptly following the Indemnified Person’s receipt thereof, copies of all written notices and documents (including court papers) received by the Indemnified Person relating to the Third Third-Party Claim; provided, furtherhowever, that failure the parties shall reasonably cooperate with each other in the choice of counsel to providedefend the Indemnified Party for claims for which such Indemnified Party would be entitled to indemnification pursuant to this Agreement, and in the conduct of the defense of any such Third Party Claim. If any such action or claim is settled with the prior written consent of the Seller, or delay if there be a final judgment for the plaintiff in providingany such action, such copies the Indemnified Party shall not affect be entitled to indemnification for the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result amount of such failureany Loss relating thereto.

Third Party Claims. (a) In order for the event of a Party demand made by, or any Action or Proceeding instituted by, any Person not a party to this Agreement or an Affiliate of a party to this Agreement (in such capacity, the “Indemnified Person”) to be entitled to any indemnification provided for under Section 8.1 in respect of, arising out of or involving a claim made by any third Person against the other party (in such capacity, the “Indemnifying Person” and any such third-party claim, a “Third Party Claim”), the an Indemnified Person Party must notify the other party (the “Indemnifying Person Party”) in writing (a “Third Party Claim Notice”), and in reasonable detail) detail (to the extent practicable based on the information available to the Indemnified Party), of the Third Party Claim within promptly after such Indemnified Party is notified in writing of the Third Party Claim (but no later than ten (10) business days Business Days after receipt by Indemnified Person of written notice of the Third Party Claimthereof); provided, however, that failure to give, or delaying in giving, give such notification shall not affect the indemnification provided hereunder except and to the extent that such failure has a material prejudicial effect on the defenses or other rights available to the Indemnifying Person shall have been prejudiced Party with respect to such Third Party Claim or the quantum of such Third Party Claim (including all interest and other penalties which may accrue as a result of such failuredelay). A Third Party Claim Notice shall contain a brief summary of the facts underlying or relating to such claim to the extent then known by the Indemnified Party and a copy of any correspondence or written notice received from the relevant third party and a statement that the Indemnified Party seeks indemnification for Losses relating to such Third Party Claim. Thereafter, the Indemnified Person Party shall deliver to the 30 Indemnifying Person, promptly following the Indemnified Person’s receipt thereof, Party copies of all written notices and documents (including court papers) received by the Indemnified Person Party relating to the Third Party Claim; provided, further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failure.

Third Party Claims. In order for a Party (in such capacitya) If, after the “Indemnified Person”) to be entitled to any indemnification provided for under Section 8.1 in respect ofClosing, arising out of or involving a claim made by any a third Person against the other party (in such capacity, the “Indemnifying Person” and any such third-party claim, a “Third Party Claim”) is made against any Buyer Indemnitee or Airspan Indemnitee (any such Person, an “Indemnified Party”), and if such party intends to seek indemnity with respect thereto under this Article VI, such Indemnified Party shall promptly provide written notice to the Indemnified Person must notify party from which indemnification is sought under this Article VI (the “Indemnifying Person in writing (and in reasonable detailParty”) of the Third Party Claim within ten (10) business days after receipt by Indemnified Person of written notice of the such Third Party Claim; provided, however, that the failure to give, or delaying in giving, such notification so notify shall not affect relieve the indemnification provided hereunder Indemnifying Party of its obligations hereunder, except to the extent that the Indemnifying Person Party is actually and materially prejudiced thereby. The Indemnified Party shall have been prejudiced as a result of include in such failure. Thereafter, the Indemnified Person shall deliver written notice to the Indemnifying PersonParty a description of the facts giving rise to such Third Party Claim in reasonable detail, promptly following the Indemnified Person’s receipt thereofbasis for the indemnification claim, a description of any material evidence relating to such Third Party Claim, copies of all written notices and documents (including court papers) received by the Indemnified Person relating to the such Third Party Claim; provided, further, that failure to provide, or delay in providing, such copies shall not affect and an estimate of the indemnification provided hereunder except Losses sustained by the Indemnified Person (to the extent known to and based upon the Indemnifying Person shall have been prejudiced as a result of such failureinformation then possessed by the Indemnified Party).

Third Party Claims. In (a)In order for a Party party hereto eligible to be indemnified hereunder (in such capacity, the “an "Indemnified Person”Party") to be entitled to any indemnification provided for under Section 8.1 this Agreement in respect of, arising out of or involving a claim or demand made by any third Person or entity against the other party Indemnified Party (in such capacity, the “Indemnifying Person” and any such third-party claim, a “"Third Party Claim”"), the such Indemnified Person 38 44 Party must notify the parties obligated to provide indemnification pursuant to Section 8.1 or 8.2 hereof (each, an "Indemnifying Person Party") in writing (writing, and in reasonable detail) , of the Third Party Claim within ten (10) business days 30 Business Days after receipt by such Indemnified Person Party of written notice of the Third Party Claim; provided, however, that failure to give, or delaying in giving, give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person 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 Indemnified Person Party shall deliver to the Indemnifying PersonParty, promptly following within ten Business Days after the Indemnified Person’s Party's receipt thereof, copies of all written notices and documents (including court papers) received by the Indemnified Person Party relating to the Third Party Claim; provided, further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failure.

Third Party Claims. In order for If a Party (in such capacity, the “Indemnified Person”) to be entitled to any indemnification provided for under Section 8.1 in respect of, arising out of or involving Claim by a claim made by any third Person is made against the other party (in any Indemnified Party, and if such capacityIndemnified Party intends to seek indemnity with respect thereto under this Article VII, the “Indemnifying Person” and any such third-party claim, a “Third Indemnified Party Claim”), the Indemnified Person must shall promptly notify the Indemnifying Person in writing (and in reasonable detail) Party of the Third Party Claim within ten (10) business days after receipt by Indemnified Person of written notice of the Third Party such Claim; provided, however, provided that the failure to give, or delaying in giving, such notification so notify shall not affect relieve the indemnification provided hereunder Indemnifying Party of its obligations hereunder, except to the extent that the Indemnifying Person Party is actually and materially prejudiced thereby. The Indemnifying Party shall have been prejudiced as a result 30 days after receipt of such failure. Thereafternotice to assume the conduct and control, through counsel reasonably acceptable to the Indemnified Person shall deliver to Party at the expense of the Indemnifying PersonParty, promptly following of the settlement or defence thereof and the Indemnified Person’s receipt thereof, copies of all written notices and documents Party shall cooperate with it in connection therewith; provided that (including court papersa) received by the Indemnifying Party shall permit the Indemnified Person relating Party to participate in such settlement or defence through counsel chosen by such Indemnified Party, provided that the Third Party Claim; provided, further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result fees and expenses of such failure.counsel shall be borne by such Indemnified Party, and

Third Party Claims. In order (a) For purposes of this Section, a party making a claim for a indemnity under this Agreement is hereinafter referred to as an "Indemnified Party" and the party against whom such claim is asserted is hereinafter referred to as the "Indemnifying Party." An Indemnified Party (shall give prompt written notice to an Indemnifying Party of the commencement or assertion of any third-party action in respect of which such capacity, Indemnified Party shall seek indemnification hereunder. Any failure to so notify an Indemnifying Party shall not relieve an Indemnifying Party from any liability that it may have to such Indemnified Party under this Article unless the “Indemnified Person”) failure to be entitled to give such notice materially and adversely prejudices an Indemnifying Party. Neither Buyer nor Seller will have any indemnification obligation under this Agreement unless notice is given of any claim for indemnification prior to the end of the period during which representations, warranties, covenants and agreements survive as provided for under in Section 8.1 in respect 11.01. An Indemnifying Party shall have the right to assume control of the defense of, arising out settle, or otherwise dispose of or involving a claim made by any third Person against the other party (in such capacity, the “Indemnifying Person” and any such third-party claim, a “Third Party Claim”), the Indemnified Person must notify the Indemnifying Person in writing (and in reasonable detail) of the Third Party Claim within ten (10) business days after receipt by Indemnified Person of written notice of the Third Party Claimaction on such terms as they deem appropriate; provided, however, that failure to give, or delaying in giving, such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failure. Thereafter, the Indemnified Person shall deliver to the Indemnifying Person, promptly following the Indemnified Person’s receipt thereof, copies of all written notices and documents (including court papers) received by the Indemnified Person relating to the Third Party Claim; provided, further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failure.that:

Third Party Claims. In order for a (a) If any Indemnified Party (in such capacity, the “Indemnified Person”) to be entitled to any indemnification provided for under Section 8.1 in respect of, arising out of or involving a claim made by any third Person against the other party (in such capacity, the “Indemnifying Person” and any such third-party claim, a “Third Party Claim”), the Indemnified Person must notify the Indemnifying Person in writing (and in reasonable detail) of the Third Party Claim within ten (10) business days after receipt by Indemnified Person of receives written notice of the Third 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 (a “Third-Party Claim; provided”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) days after the Indemnified Party becomes aware of such Third-Party Claim. The failure to give such reasonably prompt written notice shall not, however, that failure to giverelieve the Indemnifying Party of its indemnification obligations, or delaying in giving, such notification shall not affect the indemnification provided hereunder except and only to the extent that the Indemnifying Person shall have been prejudiced as a result Party incurs material impairment of material rights or defenses by reason of such failure. Thereafter, Such notice by the Indemnified Person Party shall deliver describe the Third-Party Claim in reasonable detail, to the Indemnifying Personextent such details are then known, promptly following the Indemnified Person’s receipt thereof, shall include copies of all material written notices evidence thereof and documents (including court papers) received shall indicate the estimated amount, to the extent such amount can be reasonably estimated at such time, of the Loss that has been or may be sustained by the Indemnified Person relating to the Third Party Claim; provided, further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failureParty.

Third Party Claims. In order If any third person asserts a claim against an ------------------ indemnified party hereunder that, if successful, might result in a claim for a Party (in such capacityindemnification against any indemnifying party hereunder, the “Indemnified Person”indemnifying party shall be given prompt written notice thereof and shall have the right (a) to participate in the defense thereof and be entitled represented, at his or its own expense, by advisory counsel selected by it, and (b) to approve any indemnification provided for under Section 8.1 settlement if the indemnifying party is, or will be, required to pay any amounts in respect ofconnection therewith. Notwithstanding the foregoing, arising out of or involving a claim made by any third Person against the other party (in such capacity, the “Indemnifying Person” and any such third-party claim, a “Third Party Claim”), the Indemnified Person must notify the Indemnifying Person in writing (and in reasonable detail) of the Third Party Claim if within ten (10) business days after receipt by Indemnified Person of written notice delivery of the Third Party Claim; providedindemnified party's notice described above, howeverthe indemnifying party indicates in writing to the indemnified party that, as between such 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 claim, provided that failure the indemnified party shall have the right (y) to giveparticipate in the defense thereof and be represented, at his or its own expenses, by advisory counsel selected by it, and (z) to approve any settlement if the indemnified party's interests are, or delaying in givingwould be, such notification affected thereby, which approval shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failure. Thereafterbe unreasonably withheld, the Indemnified Person shall deliver to the Indemnifying Person, promptly following the Indemnified Person’s receipt thereof, copies of all written notices and documents (including court papers) received by the Indemnified Person relating to the Third Party Claim; provided, further, that failure to provide, conditioned or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failuredelayed.

Third Party Claims. In order for If any Person entitled to receive indemnification under this Agreement (an “Indemnitee”) receives notice of any demand or claim by any Person who is neither a Party nor an Affiliate of a Party (in such capacity, the “Indemnified Person”) to be entitled to any indemnification provided for under Section 8.1 in respect of, arising out of or involving a claim made by any third Person against the other party (in such capacity, the “Indemnifying Person” and any such third-party claim, a “Third Party Claim”) which has or could reasonably give rise to a right of indemnification hereunder, or for which the Indemnitee may claim a right to indemnification hereunder from the other Party (the “Indemnifying Party”), the Indemnified Person must notify Indemnitee will promptly give written notice (a “Third Party Claim Notice”) of such Third Party Claim to the Indemnifying Person in writing Party. Any such Third Party Claim Notice shall (i) describe the nature, facts and in reasonable detail) circumstances of the Third Party Claim within ten in reasonable detail, (10ii) business days after receipt by Indemnified Person of written notice state the estimated amount of the Third Party Claim; providedindemnifiable Loss that has been or may be sustained by the Indemnitee, howeverif practicable, that failure to give(iii) state the method and computation thereof, or delaying in giving, such notification shall not affect the indemnification provided hereunder except and (iv) contain specific reference to the extent provision or provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The Indemnitee shall provide the Indemnifying Person shall have been prejudiced as a result of Party with such failure. Thereafter, the Indemnified Person shall deliver other information known to the Indemnifying Person, promptly following the Indemnified Person’s receipt thereof, copies of all written notices and documents (including court papers) received by the Indemnified Person relating it or in its possession with respect to the Third Party Claim; provided, further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent Claim as the Indemnifying Person Party may reasonably request. For the purposes hereof, the matters set forth on Section 10.2(a)(iii) of the Seller Disclosure Letter shall have been prejudiced as be deemed to constitute a result of such failureThird Party Claim.

Third Party Claims. In order for a (a) Promptly, and in any event within 30 days, after the receipt by any Indemnified Party (in such capacity, of notice of the “Indemnified Person”) to be entitled to commencement of any indemnification provided for under Section 8.1 in respect of, arising out of Action by or involving a claim made by any third Person against the other party (in such capacity, the “Indemnifying Person” and any such third-party claimAction, a “Third Party Claim”), the ) against such Indemnified Person must notify Party with respect to which the Indemnifying Person in writing (and in reasonable detail) Party is obligated to provide indemnification under this Agreement, such Indemnified Party shall, if a Claim with respect thereto is to be made against any Indemnifying Party, give such Indemnifying Party written notice of the such Third Party Claim within ten (10) business days after receipt by Indemnified Person of written notice in reasonable detail in light of the circumstances then known to such Indemnified Party, including the amount or estimated amount of damages sought thereunder to the extent ascertainable, any other remedy sought thereunder and any relative time constraints, together with a copy of the written notification of such Third Party Claim; provided, however, that the failure of the Indemnified Party to give, or delaying in giving, provide such notification notice within such time period shall not affect relieve the indemnification provided hereunder Indemnifying Party of its obligations under this Article XII, except to the extent (and only to the Indemnifying Person extent) that such failure to give notice shall have been prejudiced as a result of such failure. Thereafter, the Indemnified Person shall deliver actually and materially prejudice any defense or claim available to the Indemnifying Person, promptly following the Indemnified Person’s receipt thereof, copies of all written notices and documents (including court papers) received by the Indemnified Person relating to the Third Party Claim; provided, further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failureParty.

Third Party Claims. In order for a Party (case any legal, governmental or administrative proceeding which may result in such capacityDamages is instituted, threatened or asserted by or against a third party with respect to which an Indemnified Party intends to claim any Damages and the Indemnified Party notifies the Indemnifying Party of such proceeding as provided in Section 9.4, the “Indemnified Person”) to Indemnifying Party shall be entitled to any indemnification provided for under Section 8.1 in respect ofparticipate therein and, arising out of or involving a claim made by any third Person against the other party (in such capacity, the “Indemnifying Person” and any such third-party claim, a “Third Party Claim”), the Indemnified Person must notify the Indemnifying Person in writing (and in reasonable detail) of the Third Party Claim within ten (10) business days after receipt by Indemnified Person of written notice of the Third Party Claim; provided, however, that failure to give, or delaying in giving, such notification shall not affect the indemnification provided hereunder except to the extent that it may wish, jointly with any other Indemnifying Party similarly notified, to assume the Indemnifying Person shall have been prejudiced as a result of defense thereof, with counsel satisfactory to such failure. Thereafter, the Indemnified Person shall deliver Party (who may be counsel to the Indemnifying PersonParty), promptly following and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party will not be liable to such Indemnified Party under this Article 9 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof. No Indemnifying Party shall, without the prior written consent of the Indemnified Person’s receipt thereofParty, copies effect any settlement of all written notices and documents (including court papers) received by the any pending or threatened action in respect of which any Indemnified Person relating to the Third Party Claim; provided, further, that failure to provide, is or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall could have been prejudiced as a result party and indemnity could have been sought hereunder by such Indemnified Party unless such settlement includes an unconditional release of such failureIndemnified Party from all liability on any claims that are the subject matter of such proceeding.

Third Party Claims. In order for (a) If a third party commences a lawsuit or arbitration (a “Third-Party Claim”) against any Person (in such capacity, the “Indemnified PersonParty”) to be entitled with respect to any indemnification provided for under Section 8.1 in respect of, arising out of or involving matter that the Indemnified Party might make a claim made by for indemnification against any third Person against the other party Party (in such capacity, the “Indemnifying Person” and any such third-party claimParty”) under this ARTICLE VII, a “Third Party Claim”), then the Indemnified Person Party must promptly notify the Indemnifying Person Party (or Sellers’ Representative, in the case of Sellers) thereof in writing (and in reasonable detail) of the Third existence of such Third-Party Claim within ten (10) business days after receipt by and must deliver copies of any documents served on the Indemnified Person of written notice of Party with respect to the Third Third-Party Claim; provided, however, that any failure to give, notify the Indemnifying Party or delaying in giving, such notification shall deliver copies will not affect relieve the indemnification provided Indemnifying Party from any obligation hereunder except unless (and then solely to the extent extent) the Indemnifying Person shall have been Party is actually and materially prejudiced as a result of by such failure. ThereafterFor the avoidance of doubt, the Indemnified Person as used herein, references to “Indemnifying Party” shall deliver mean Buyer, with respect to the Indemnifying Person, promptly following the Indemnified Person’s receipt thereof, copies of all written notices and documents (including court papers) received claims by the Seller Indemnified Person relating to the Third Party Claim; provided, further, that failure to provideParties, or delay in providingSellers (acting through Sellers’ Representative), such copies shall not affect with respect to claims by the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced Buyer Indemnified Parties, as a result of such failureapplicable.

Third Party Claims. In order for If a Party claim by a third party is made against a party hereto or any of its affiliates (in such capacity, the “Indemnified Personindemnified party”) to be entitled to any indemnification provided for under Section 8.1 in respect of, arising out of or involving a claim made matter for which the indemnified party is entitled to be indemnified by any third Person against the other another party hereto (in such capacity, the “Indemnifying Person” and any such third-party claim, indemnifying party”) pursuant to this Article VIII (a “Third Party Claim”), the Indemnified Person such indemnified party must notify the Indemnifying Person indemnifying party in writing (and in reasonable detail) of the Third Party Claim within ten (10) business days after promptly following receipt by Indemnified Person such indemnified party of written notice of the Third Party Claim, which notice shall specify the basis of the claim in reasonable detail to the extent known to the indemnified party; provided, however, that failure to give, or delaying in giving, give such notification shall not affect the indemnification provided hereunder except to the extent (and only to the Indemnifying Person extent) the indemnifying party shall have been actually and materially prejudiced as a result of such failure. Thereafter, the Indemnified Person indemnified party shall deliver to the Indemnifying Personindemnifying party, promptly following the Indemnified Personindemnified party’s receipt thereof, copies of all written notices and documents (including court papers) received by the Indemnified Person indemnified party relating to the Third Party Claim; provided, further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failure.

Third Party Claims. (a) In order for a an Indemnified Party (in such capacity, the “Indemnified Person”) to be entitled to any indemnification provided for under Section 8.1 this Agreement in respect of, arising out of or involving a claim made by any third Person (other than by an Indemnified Party, which claims are addressed in Section 9.3) against the other party Indemnified Party or against the Company if such claim could give rise to a claim by an Investor Indemnified Party against the Company (in such capacity, the “Indemnifying Person” and any such third-party claim, a “Third Party Claim”), the such Indemnified Person Party must notify the Indemnifying Person Party (with a copy to the Common Committee) in writing (and in reasonable detail) of the Third Party Claim within ten (10which notice shall specify in reasonable detail the events giving rise to such Third Party Claim) business days promptly after receipt by such Indemnified Person Party of written notice of the Third Party Claim; provided, however, that failure to give, or delaying in giving, give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person Party shall have been actually prejudiced as a result of such failure or the indemnification obligations are materially increased as a result of such failure. Thereafter, the Indemnified Person Party shall deliver to the Indemnifying PersonParty (with a copy to the Common Committee), promptly following the Indemnified PersonParty’s receipt thereof, copies of all written notices and documents (including court papers) received by the Indemnified Person Party relating to the Third Party Claim; provided, further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failure.

Third Party Claims. (i) In order for a Party Person making a claim for indemnification under this Section 7.2 (in such capacity, the an “Indemnified PersonIndemnitee”) to be entitled to any such indemnification provided for under Section 8.1 in respect of, arising out of or involving a any action, lawsuit, proceeding, investigation or other claim made by any third Person not a party hereto against the other party Indemnitee (in such capacity, the “Indemnifying Person” and any such third-party claim, a “Third Party Claim”), the Indemnified Person such Indemnitee must notify the Indemnifying Person in writing indemnifying party (and in reasonable detailan “Indemnitor”) of the Third Party Claim within ten (10) business days in writing promptly after receipt by Indemnified Person such Indemnitee of written notice of such Third Party Claim, describing in reasonable detail the facts giving rise to the Third Party Claim, the amount or estimated thereof (to the extent known and quantifiable) and the basis thereof; provided, however, provided that the failure to give, or delaying in giving, such notification so notify an Indemnitor shall not affect relieve the indemnification provided Indemnitor of its obligations hereunder with respect to such Third Party Claim except to the extent that the Indemnifying Person Indemnitor shall have been actually prejudiced as a result of such failurefailure (except that the Indemnitor shall not be liable for any expenses incurred during the period in which the Indemnitee to provide such notice). Thereafter, the Indemnified Person Indemnitee shall deliver to the Indemnifying PersonIndemnitor, promptly following the Indemnified PersonIndemnitee’s receipt thereof, copies of all written notices and documents (including court papers) received by the Indemnified Person Indemnitee relating to the Third Party Claim; provided, further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failure.

Third Party Claims. In order for a the event any Action is instituted against an Indemnified Party which involves or appears reasonably likely to involve an Indemnification Claim hereunder (in such capacity, the “Indemnified Person”) to be entitled to any indemnification provided for under Section 8.1 in respect of, arising out of or involving a claim made by any third Person against the other party (in such capacity, the “Indemnifying Person” and any such third-party claim, a “Third Party Claim”), the Indemnified Person must Party shall, promptly after receipt of notice of any such Action, notify the Indemnifying Person in writing (and in reasonable detail) Party of the Third Party Claim within ten (10) business days after receipt by Indemnified Person of written notice of the Third Party Claimcommencement thereof; provided, however, that the failure to give, or delaying so notify the Indemnifying Party of the commencement of any such Action will relieve the Indemnifying Party from liability in giving, such notification shall not affect the indemnification provided hereunder except connection therewith only if and to the extent that such failure shall have caused the damages for which the Indemnified Party is obligated to be greater than such damages would have been had the Indemnified Party given the Indemnifying Person Party prompt notice hereunder. Upon receipt of such notice, the Indemnifying Party shall have been prejudiced as a result the right, in its sole discretion, to control the defense or settlement of such failure. Thereafter, Third Party Claim by appointing a recognized and reputable counsel acceptable to the Indemnified Person shall deliver Party to be the lead counsel in connection with such defense; provided, that prior to the Indemnifying Person, promptly following Party assuming control of such defense it shall first verify to the Indemnified Person’s receipt thereof, copies of Party in writing that such Indemnifying Party shall be responsible for all written notices liabilities and documents (including court papers) received by the Indemnified Person obligations relating to the such Third Party Claim; Claim up to the limitations set forth in Section 12.3 and subject to such limitations, and provided, further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failure.that:

Third Party Claims. In order for a Party Person (in such capacity, the “Indemnified PersonParty”) to be entitled to any indemnification provided for under Section 8.1 8.01 or Section 8.02 in respect of, arising out of or involving a claim made by any third Person not a party hereto against the other party Indemnified Party (in such capacity, the “Indemnifying Person” and any such third-party claim, a “Third Party Claim”), the such Indemnified Person Party must notify the indemnifying party (the “Indemnifying Person Party”) in writing (and in reasonable detail) of the such Third Party Claim within ten (10setting forth in reasonable detail the facts giving rise to such Third Party Claim (to the extent known by the Indemnified Party) business days and the amount or estimated amount (to the extent reasonably estimable) of Losses arising out of such Third Party Claim) promptly after receipt by such Indemnified Person Party of written notice of the such Third Party Claim; provided, however, provided that the failure to give, or delaying in giving, provide such notification notice shall not affect release the indemnification provided hereunder Indemnifying Party from any of its obligations under this Article except to the extent the Indemnifying Person shall have been Party forfeits rights or defenses, or is otherwise actually prejudiced as a result of by such failure. Thereafter, the Indemnified Person Party shall deliver to the Indemnifying PersonParty, promptly following (and in any event within ten Business Days) after the Indemnified PersonIndemnifying Party’s receipt thereofdemand therefor, copies of all written notices and documents (including court papers) received by the Indemnified Person Party relating to the Third Party Claim; provided, further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failure.

Third Party Claims. In order for a (a) If any third party shall notify any Indemnified Party (in such capacity, the “Indemnified Person”) to be entitled writing with respect to any indemnification provided for under Section 8.1 in respect of, arising out of or matter involving a claim made by any such third Person against the other party (in such capacity, the “Indemnifying Person” and any such third-party claim, a “Third Party Claim”)) which such Indemnified Party believes would give rise to a claim for indemnification against an Indemnifying Party under this Article VIII, then the Indemnified Person must notify Party shall promptly following receipt of notice of such claim transmit to the Indemnifying Person in writing Party a written notice (and a “Claim Notice”) describing in reasonable detail) of detail the Third Party Claim within ten (10) business days after receipt by Indemnified Person of written notice nature of the Third Party Claim; provided, howevera copy of all papers served with respect to such claim (if any) and the basis of the Indemnified Party’s request for indemnification under this Agreement. Notwithstanding the foregoing, that no failure or delay in providing such Claim Notice shall constitute a waiver or otherwise modify the Indemnified Party’s right to giveindemnification hereunder, or delaying in giving, such notification shall not affect the indemnification provided hereunder except to the extent that the ​ ​ ​ ​ Indemnifying Person Party shall have been materially and adversely prejudiced as a result by such failure or delay. If the Indemnifying Party does not notify the Indemnified Party in writing within thirty (30) days from receipt of such failure. ThereafterClaim Notice that the Indemnifying Party disputes such claim for indemnification under this Agreement, the Indemnified Person Indemnifying Party shall deliver be deemed to the Indemnifying Person, promptly following the Indemnified Person’s receipt thereof, copies of all written notices have accepted and documents (including court papers) received by the Indemnified Person relating to the Third Party Claim; provided, further, that failure to provide, or delay in providing, agreed with such copies shall not affect the claim for indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failureunder this Agreement.

Third Party Claims. 6.2.1 In order for the event that a Party party (in such capacity, the “Indemnified PersonParty”) to be entitled to shall become aware of any indemnification provided for under Section 8.1 claim, proceeding or other matter (a “Claim”) in respect of, arising out of or involving a claim made by any third Person against the other which another party (in such capacity, the “Indemnifying Person” and any such third-party claimParty”) has agreed to indemnify the Indemnified Party pursuant to this Agreement, the Indemnified Party shall promptly give written notice thereof to the Indemnifying Party. Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), the Indemnified Person must notify the Indemnifying Person in writing and shall also specify with reasonable particularity (and in reasonable detail) of the Third Party Claim within ten (10) business days after receipt by Indemnified Person of written notice of the Third Party Claim; provided, however, that failure to give, or delaying in giving, such notification shall not affect the indemnification provided hereunder except to the extent that the information is available) the factual basis for the Claim and the amount of the Claim, if known. If, through the fault of the Indemnified Party, the Indemnifying Person shall have been prejudiced as a result Party does not receive notice of such failure. Thereafterany Claim in time to contest effectively the determination of any liability susceptible of being contested, the Indemnified Person Indemnifying Party shall deliver be entitled to set off against the Indemnifying Person, promptly following the Indemnified Person’s receipt thereof, copies of all written notices and documents (including court papers) received amount claimed by the Indemnified Person relating to Party the Third amount of any Losses incurred by the Indemnifying Party Claim; provided, further, that resulting directly from the Indemnified Party’s failure to provide, or delay in providing, give such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as notice on a result of such failuretimely basis.

Third Party Claims. (a) In order for a any Purchaser Indemnified Party (in such capacity, the “or Seller Indemnified Person”) Party to be entitled to any indemnification provided for under Section 8.1 this Article 12 in respect of, arising out of or involving a claim made by any third Person against the other party than Seller or Purchaser or their respective successors, assigns or affiliates (in such capacity, the “Indemnifying Person” and any such third-party claim, a “Third Third-Party Claim”)) against such indemnified party, the Indemnified Person such indemnified party must notify the Indemnifying Person indemnifying party in writing (and in reasonable detail) of the Third Third-Party Claim within ten (10) business days promptly after receipt by Indemnified Person such indemnified party of written notice of the Third Third-Party Claim; provided, however, that failure of any indemnified party to give, or delaying give notice as provided in giving, such notification this Section 12.6 shall not affect the indemnification provided relieve an indemnifying party of its obligations hereunder except to the extent that the Indemnifying Person shall have indemnifying party actually has been prejudiced as a result of by such failurefailure to give notice. Thereafter, the Indemnified Person indemnified party shall deliver to the Indemnifying Personindemnifying party, as promptly following the Indemnified Personas practicable and, in any event, within ten days after such indemnified party’s receipt thereof, copies of all written notices and other documents (including court papers) received by the Indemnified Person relating to the Third Third-Party Claim; provided, further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failure.

Third Party Claims. (a) In order the event an Indemnified Party becomes aware of a third party claim that the Indemnified Party reasonably believes may result in a demand for a Party indemnification hereunder (in such capacity, the “Indemnified Person”) to be entitled to any indemnification provided for under Section 8.1 in respect of, arising out of or involving a claim made by any third Person against the other party (in such capacity, the “Indemnifying Person” and any such third-party claim, a “Third Party Claim”), the Indemnified Person must Party shall notify the Indemnifying Person Party of such claim as soon as reasonably practicable and, in writing (and in reasonable detail) of the Third Party Claim any event, within ten (10) business calendar days after receipt by the Indemnified Person of written Party has received notice or otherwise learns of the assertion of such Third Party Claim, and the Indemnifying Party shall be entitled (but not required), at the expense of such Indemnifying Party, to participate in, but not to determine or conduct, the defense of such claim; provided, however, that failure to give, or delaying no delay on the part of the Indemnified Party in giving, such notification notifying the Indemnifying Party shall not affect relieve the indemnification provided Indemnifying Party from any obligation hereunder except unless (and then solely to the extent extent) the Indemnifying Person shall have been prejudiced as a result of such failureParty is thereby prejudiced. Thereafter, the Indemnified Person shall deliver to the Indemnifying Person, promptly following the Indemnified Person’s receipt thereof, copies of all written notices and documents (including court papers) received by the Indemnified Person relating to the Third Party Claim; provided, further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failureCERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.

Third Party Claims. In order for (a) Without limiting the general application of the other provisions of this Article IX, if another Person not a Party (party to this Agreement alleges facts that, if true, would mean that a party hereto has breached its representations and warranties in such capacitythis Agreement, the “Indemnified Person”) to party hereto for whose benefit the representations and warranties are made shall be entitled to any indemnification provided indemnity for those allegations and demands and related Losses under Section 8.1 and pursuant to this Article IX. If the Indemnified Party seeks indemnity under Article VIII or this Article IX in respect of, arising out of or involving a claim made or demand, whether or not involving a Proceeding, by any third another Person against the other not a party to this Agreement (in such capacity, the “Indemnifying Person” and any such third-party claim, a “Third Party Claim”), then the Indemnified Person must notify Party shall include in the Indemnifying Person in writing Claim Notice (and in reasonable detaili) notice of the commencement or threat of any Proceeding relating to such Third Party Claim within ten and (10ii) business days after receipt by Indemnified Person of written notice the facts constituting the basis for such Third Party Claim and the amount of the Third damages claimed by the other Person, in each case to the extent known to the Indemnified Party. Notwithstanding the foregoing, no delay or deficiency on the part of the Indemnified Party Claim; provided, however, that failure to give, in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any Liability or delaying in giving, such notification shall not affect the indemnification provided hereunder obligation under this Agreement except to the extent the Indemnifying Person shall have been prejudiced as a result of such failure. Thereafter, the Indemnified Person shall deliver to the Indemnifying Person, promptly following the Indemnified Person’s receipt thereof, copies of all written notices and documents (including court papers) received Party has suffered actual Losses directly caused by the Indemnified Person relating to the Third Party Claim; provided, further, that failure to provide, delay or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failureother deficiency.

Third Party Claims. In order for a Party Buyer and Seller as the case may be (in such capacitythe "Indemnified Parties"), the “Indemnified Person”) to be entitled to any indemnification provided for under Section 8.1 this Agreement in respect of, arising out of or involving a claim made by any third Person person, firm, governmental authority or corporation against the other party Indemnified Party (in such capacity, the “Indemnifying Person” and any such third-party claim, a “"Third Party Claim”"), the such Indemnified Person Party must notify the Indemnifying Person indemnifying party in writing (and in reasonable detail) of the Third Party Claim within ten (10) business days a reasonable time after receipt by such Indemnified Person Party of written notice of the Third Party Claim; providedClaim unless the indemnifying party shall have previously received knowledge thereof, however, that but the failure to give, or delaying in giving, such notification so notify the indemnifying party shall not affect the indemnification provided hereunder relieve it of any liability that it may have to any Indemnified Party except to the extent the Indemnifying Person shall have been indemnifying party demonstrates that it is prejudiced as a result of such failurethereby. Thereafter, the Indemnified Person Party shall deliver to the Indemnifying Personindemnifying party, promptly following within a reasonable time after the Indemnified Person’s Party's receipt thereof, copies of all written notices and documents (including court papers) received by the Indemnified Person Party relating to the Third Party Claim; provided, further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failure.

Third Party Claims. In order for (i) Promptly after receipt by any Indemnified Party of notice of the commencement of any action by a third party in respect of which the Indemnified Party (in such capacity, the “Indemnified Person”) to would be entitled to any indemnification provided for under Section 8.1 in respect of, arising out of or involving ARTICLE IX (a claim made by any third Person against the other party (in such capacity, the “Indemnifying Person” and any such third-party claim, a “"Third Party Claim”"), the Indemnified Person must Party shall notify the Indemnifying Person Representative in writing (and an "Indemnification Notice"), who shall in reasonable detailturn notify each person that is obligated to provide such indemnification (an "Indemnifying Party") of the Third Party Claim within ten (10) business days after receipt by Indemnified Person of written notice of the Third Party Claim; providedthereof in writing, however, that but any failure to giveso notify the Representative or the Indemnifying Party, or delaying in givingas the case may be, such notification shall not affect relieve the indemnification provided hereunder except Indemnifying Party from any liability that it may have to the Indemnified Party other than, in the case of a failure to notify the Representative, to the extent the Indemnifying Person shall have been Party is materially prejudiced as a result of thereby or such failure. Thereafter, the Indemnified Person shall deliver to the Indemnifying Person, promptly following the Indemnified Person’s receipt thereof, copies of all written notices and documents (including court papers) received Indemnification Notice is not delivered by the Indemnified Person relating Party to the Third Party Claim; provided, further, that failure to provide, or delay Representative within twelve (12) months following the Closing Date as required by Section 9.2(i). Such notification shall include a description in providing, such copies shall not affect the indemnification provided hereunder except reasonable detail (to the extent known by the Indemnifying Person shall have been prejudiced as a result Indemnified Party) of the facts constituting the basis for such failureThird Party Claim and the amount of the Damages claimed.

Third Party Claims. In order for a the event any Action is instituted against an Indemnified Party which involves or appears reasonably likely to involve an Indemnification Claim hereunder (in such capacity, the “Indemnified Person”) to be entitled to any indemnification provided for under Section 8.1 in respect of, arising out of or involving a claim made by any third Person against the other party (in such capacity, the “Indemnifying Person” and any such third-party claim, a “Third Party Claim”), the Indemnified Person must Party shall, promptly after receipt of notice of any such Action, notify the Indemnifying Person in writing (and in reasonable detail) Party of the Third Party Claim within ten (10) business days after receipt by Indemnified Person of written notice of the Third Party Claimcommencement thereof; provided, however, that the failure to give, or delaying so notify the Indemnifying Party of the commencement of any such Action will relieve the Indemnifying Party from liability in giving, such notification shall not affect the indemnification provided hereunder except connection therewith only if and to the extent that such failure shall have caused the damages for which the Indemnified Party is obligated to be greater than such damages would have been had the Indemnified Party given the Indemnifying Person Party prompt notice hereunder. Upon receipt of such notice, the Indemnifying Party shall have been prejudiced as a result the right, in its sole discretion, to control the defense or settlement of such failure. Thereafter, Third Party Claim by appointing a recognized and reputable counsel acceptable to the Indemnified Person shall deliver Party to be the lead counsel in connection with such defense; provided, that prior to the Indemnifying Person, promptly following Party assuming control of such defense it shall first verify to the Indemnified Person’s receipt thereof, copies of Party in writing that such Indemnifying Party shall be responsible for all written notices liabilities and documents (including court papers) received by the Indemnified Person obligations relating to the such Third Party Claim; Claim up to the limitations (if any) set forth in Section 12.3 and subject to such limitations, and provided, further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failure.that:

Third Party Claims. In order If any third person asserts a claim against an indemnified party hereunder that, if successful, might result in a claim for a Party (in such capacityindemnification against an indemnifying party hereunder, the “Indemnified Person”indemnifying party shall be given prompt written notice thereof and shall have the right (i) to participate in the defense thereof and be entitled represented, at his, her or its own expense, by advisory counsel selected by him, her or it, and (ii) to approve any indemnification provided for under Section 8.1 settlement if the indemnifying party is, or will be, required to pay any amounts in respect ofconnection therewith. Notwithstanding the foregoing, arising out of or involving a claim made by any third Person against the other party (in such capacity, the “Indemnifying Person” and any such third-party claim, a “Third Party Claim”), the Indemnified Person must notify the Indemnifying Person in writing (and in reasonable detail) of the Third Party Claim if within ten (10) business days after receipt by Indemnified Person of written notice delivery of the Third Party Claim; providedindemnified party’s notice described above, howeverthe indemnifying party indicates in writing to the indemnified party that, as between such 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 claim, provided that failure the indemnified party shall have the right (i) to giveparticipate in the defense thereof and be represented, at his, her or its own expenses, by advisory counsel selected by him, her or it, and (ii) to approve any settlement if the indemnified party’s interests are, or delaying in givingwould be, such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failure. Thereafter, the Indemnified Person shall deliver to the Indemnifying Person, promptly following the Indemnified Person’s receipt thereof, copies of all written notices and documents (including court papers) received by the Indemnified Person relating to the Third Party Claim; provided, further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failureaffected thereby.

Third Party Claims. In order for (i) Within 10 Business Days after the receipt by any Indemnified Party of a Party (in such capacity, the “Indemnified Person”) to be entitled to notice of any indemnification provided for under Section 8.1 in respect of, arising out of or involving a claim made by any third Person against the other party party, or any Proceeding by any third party, that may be subject to indemnification under this Article 9 (in such capacity, the “Indemnifying Person” and any such third-party claim, a “Third Third-Party Claim”), including any claim or Proceeding relating to any Excluded Liability or any Assumed Liability, the Indemnified Person must notify the Indemnifying Person in writing (and in reasonable detail) of the Third Notifying Party Claim within ten (10) business days after receipt by Indemnified Person of shall give written notice of the Third such Third-Party Claim; provided, however, that failure to give, or delaying in giving, such notification shall not affect the indemnification provided hereunder except Claim to the extent Indemnifying Party in accordance with Section 9.3(a) above (the Indemnifying Person shall have been prejudiced as a result of such failure“Third-Party Claim Notice”). Thereafter, the Indemnified Person Notifying Party shall deliver to the Indemnifying PersonParty, promptly following the after any Indemnified PersonParty’s receipt thereof, copies of all written material notices and documents (including court papers) received by the Indemnified Person Party, or filed or published, relating to the Third Third-Party Claim; provided. Notwithstanding anything to the contrary herein, further, that the failure to provideprovide any Third-Party Claim Notice or such other notices or documents described herein will not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party or Notifying Party for indemnification of Losses hereunder, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent that the defense of such action is actually prejudiced thereby or to the extent that the amount of Losses for which the Indemnifying Person shall have been prejudiced as a result of such failureParty is responsible is increased thereby.

Third Party Claims. In order for a (i) If any Indemnified Party (in such capacity, receives notice of the “Indemnified Person”) to be entitled to assertion or commencement of any indemnification provided for under Section 8.1 in respect of, arising out of action made or involving a claim made brought by any third Person against the other who is not a party to this Agreement or an Affiliate of a party to this Agreement (in such capacity, the “Indemnifying Person” and any such third-party claim, a “Third Third-Party Claim”), the ) against such Indemnified Person must notify Party with respect to which the Indemnifying Person in writing Party may be obligated to provide indemnification under this Agreement, Purchaser or Seller (and in reasonable detailas applicable, on behalf of such Indemnified Party) of the Third shall deliver an Indemnification Claim Notice with respect to such Third-Party Claim within ten (10) business days to the Indemnifying Party promptly after receipt by Indemnified Person it acquires knowledge of written notice of the Third Party Claimany fact, event or circumstance that would reasonably be expected to give rise to a claim for Losses pursuant to this Article IX; provided, however, that the failure to givegive such prompt Indemnification Claim Notice shall not, or delaying in givinghowever, such notification shall not affect relieve the Indemnifying Party of its indemnification provided hereunder obligations, except and only to the extent that the Indemnifying Person shall have been Party are actually materially prejudiced thereby. Such Indemnification Claim Notice by Purchaser or Seller (as a result applicable, on behalf of such failure. Thereafter, the Indemnified Person Party) shall deliver to describe the Indemnifying PersonThird-Party Claim in reasonable detail, promptly following the Indemnified Personand where reasonably practicable, shall include copies that are in such Party’s receipt thereof, copies possession or under its control of all written notices letters, claims, complaints, filings, documents and documents (including court papers) correspondence received by the Indemnified Person relating to the Third Party Claim; provided, further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failureits Representatives with respect thereto.

Third Party Claims. In order for Promptly after receipt by a Seller Indemnified Party or a Buyer Indemnified Party (in such capacity, the an “Indemnified PersonParty”) to be entitled to of notice of any indemnification provided for under Section 8.1 matter or the commencement of any Action by a third party in respect of, arising out of or involving a claim made by any third Person against which the other party Indemnified Party will seek indemnification hereunder (in such capacity, the “Indemnifying Person” and any such third-party claim, a “Third Third-Party Claim”), the Indemnified Party shall notify each Person must that is obligated to provide such indemnification (an “Indemnifying Party”) thereof in writing but any failure to so notify the Indemnifying Person Party shall not relieve it from any liability that it may have to the Indemnified Party other than to the extent the Indemnifying Party is actually prejudiced by such failure. The Indemnifying Party shall be entitled to participate in writing (and in reasonable detail) the defense of the Third such Third-Party Claim and, provided, that within ten fifteen (1015) business days after receipt by Indemnified Person of such written notice the Indemnifying Party confirms in writing its responsibility therefore and demonstrates to the reasonable satisfaction of the Third Indemnified Party its financial capability to undertake the defense and provide indemnification with respect to such Third-Party Claim, to assume control of such defense with counsel reasonably satisfactory to such Indemnified Party; provided, however, that failure to give, or delaying in giving, such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failure. Thereafter, the Indemnified Person shall deliver to the Indemnifying Person, promptly following the Indemnified Person’s receipt thereof, copies of all written notices and documents (including court papers) received by the Indemnified Person relating to the Third Party Claim; provided, further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failure.that:

Third Party Claims. In order for a Party (in such capacity, the “Indemnified Person”) to be entitled to Promptly after receipt of any indemnification provided for under Section 8.1 in respect of, arising out assertion of or involving a claim made Losses by any third Person against the other party (in such capacity“Third Party Claims”) that might give rise to any Losses for which indemnification may be sought pursuant to Section 9.2 or Section 9.3, the “Indemnifying Person” and any Indemnified Party shall promptly give written notice of such third-party claim, Third Party Claim (a “Notice of Third Party Claim”)) to the Indemnifying Party, and, if any Indemnified Parent Party is the Indemnified Person must notify Party and the Escrow Agreement has not terminated, copying the Escrow Agent, which notice shall state the (i) nature, basis and facts giving rise to such Third Party Claim, (ii) the amount of Losses or the estimated amount thereof to the extent feasible, and (iii) the amount of liability, or the estimated liability to the extent feasible, asserted against the Indemnifying Person in writing (and in reasonable detail) of the Third Party Claim within ten (10) business days after receipt by Indemnified Person of written notice reason of the Third Party Claim; provided. Notwithstanding the foregoing, however, that the failure to giveprovide (or delay in providing) notice as aforesaid to the Indemnifying Party (and Escrow Agent, or delaying in givingif applicable) will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party under this Agreement, such notification shall not affect the indemnification provided hereunder except to the extent the that an Indemnifying Person Party shall have been actually and materially prejudiced as a result of by such failure. Thereafter, the Indemnified Person shall deliver to the Indemnifying Person, promptly following the Indemnified Person’s receipt thereof, copies of all written notices and documents (including court papers) received by the Indemnified Person relating to the Third Party Claim; provided, further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failuredelay.

Third Party Claims. In order for a Party seeking indemnification pursuant to this Article V (in such capacity, the “Indemnified PersonParty”) to be entitled to any indemnification provided for under Section 8.1 this Article V in respect of, arising out of or involving a claim made against the Indemnified Party by any third Person against the other who is not a party to this Agreement (in such capacity, the “Indemnifying Person” and any such third-party claim, a “Third Third-Party Claim”), the such Indemnified Person Party must notify the Party from whom indemnification is sought pursuant to this Article V (the “Indemnifying Person Party”) in writing (and in reasonable detail) of the Third Third-Party Claim Claim, which such notice must include a reasonably detailed description of such claim, the amount of such claim (to the extent then known) and the basis for indemnification hereunder and which such notice must be delivered within ten thirty (1030) business days after following receipt by such Indemnified Person Party of written the notice of the Third Third-Party Claim; provided, however, that failure to give, or delaying in giving, give such notification shall not affect the indemnification provided hereunder except to in the extent event the Indemnifying Person Party shall have been actually materially prejudiced as a result of such failure. ThereafterIn the event any Indemnified Party should have a claim against any Indemnifying Party under this Article V that does not involve a Third-Party Claim, the Indemnified Person Party shall deliver notice of such claim to the Indemnifying PersonParty, promptly following the Indemnified Person’s receipt thereof, copies of all written notices and documents (including court papers) received by the Indemnified Person relating to the Third Party Claim; provided, further, that failure to provide, or delay in providing, such copies which notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as include a result reasonably detailed description of such failureclaim, the amount of such claim and the basis for indemnification hereunder.

Third Party Claims. In order for a Party Buyer Indemnitee, Seller Indemnitee or other applicable Person (in such capacityas applicable, the “Indemnified PersonParty”) to be entitled to any indemnification from Seller(s) or Buyer, respectively (as applicable, the “Indemnifying Party”), provided for under Section 8.1 5.01, Section 5.08 or this Article VI in respect of, arising out of of, relating to or involving a claim made or threatened by any third Person not a party hereto against the other party such Indemnified Party (in such capacity, the “Indemnifying Person” and any such third-party claim, a “Third Party Claim”), the such Indemnified Person must Party shall notify the Indemnifying Person party in writing (and in reasonable detail) of the such Third Party Claim (setting forth in reasonable detail the facts giving rise to such Third Party Claim (to the extent known), the amount or estimated amount (to the extent reasonably estimable) of Damages and supporting information and/or materials reasonably necessary to evidence such Damages in respect of, arising out of, relating to or involving such Third Party Claim) within ten (10) business days Business Days after receipt by such Indemnified Person Party of written notice of the such Third Party Claim; provided, however, that failure to give, or delaying in giving, give such notification shall not affect the indemnification provided hereunder except to the extent that the Indemnifying Person shall have been prejudiced as a result of such failure. Thereafter, the Indemnified Person shall deliver to the Indemnifying Person, promptly following the Indemnified Person’s receipt thereof, copies of all written notices and documents (including court papers) received by the Indemnified Person relating to the Third Party Claim; provided, further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failure.

Third Party Claims. (a) In order for a Party party hereto eligible to be indemnified hereunder (in such capacity, the “an "Indemnified Person”Party") to be entitled to any indemnification provided for under Section 8.1 this Agreement in respect of, arising out of or involving a claim or demand made by any third Person against the other party Indemnified Party (in such capacity, the “Indemnifying Person” and any such third-party claim, a “"Third Party Claim”"), the such Indemnified Person Party must notify the parties obligated to provide indemnification pursuant to Section 6.1 or Section 6.2 hereof (each, an "Indemnifying Person Party") in writing (writing, and in reasonable detail) , of the Third Party Claim within ten thirty (1030) business days Business Days after receipt by such Indemnified Person Party of written notice of the Third Party Claim; provided, however, that failure to give, or delaying in giving, give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person 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 Indemnified Person Party shall deliver to the Indemnifying PersonParty, promptly following within ten (10) Business Days after the Indemnified Person’s Party's receipt thereof, copies of all written notices and documents (including court papers) received by the Indemnified Person Party relating to the Third Party Claim; provided, further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failure.

Third Party Claims. (a) In order for a an Indemnified Party (in such capacity, the “Indemnified Person”) to be entitled to any indemnification provided for under Section 8.1 this Agreement in respect of, arising out of or involving a claim made by any third Person against the other party (in such capacity, the “Indemnifying Person” and any such third-party claim, a “Third Party Claim”), the such Indemnified Person must Party shall notify the Indemnifying Person Party in writing (and in reasonable detail) of the Third Party Claim Claim, and deliver to the Indemnifying Party copies of all notices and documents accompanying or constituting the Third Party Claim, within ten Business Days after obtaining notice thereof; provided, however, that failure to give such notification shall not affect the right to indemnification provided hereunder, except and to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five Business Days after the Indemnified Party's receipt thereof, copies of all notices and documents (10including court papers) business days after receipt received by the Indemnified Person of written notice of Party relating to the Third Party Claim; provided, however, that failure to give, or delaying in giving, such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failure. Thereafter, the Indemnified Person shall deliver to the Indemnifying Person, promptly following the Indemnified Person’s receipt thereof, copies of all written notices and documents (including court papers) received by the Indemnified Person relating to the Third Party Claim; provided, further, that failure to provide, or delay in providing, such copies shall not affect the right to indemnification provided hereunder except and to the extent the Indemnifying Person Party shall have been actually prejudiced as a result of such failure.

Third Party Claims. In order for (a) The provisions of this Section 12.5 shall apply to any legal Proceeding which is instituted or any claim asserted by any third party (a "Third Party (Claim") in such capacityrespect of which a Sellers Indemnified Party, on the “one hand, or a Buyer Indemnified Person”) to Party, on the other hand, may be entitled to any indemnification provided for under Section 8.1 in respect of, arising out of or involving a claim made by any third Person against the other party (in such capacitythis Article 12, the “Party asserting such right to indemnification under this Article 12 (an "Indemnitee") shall give the Party from whom indemnification is sought (the "Indemnifying Person” and any Party") prompt written notice thereof. A delay in giving such third-party claim, a “Third Party Claim”), the Indemnified Person must notify notice shall relieve the Indemnifying Person in writing (and in reasonable detail) Party of Liability for the Third Party Claim within ten to the extent (10and only to such extent) business days after receipt by Indemnified Person of the Indemnifying Party suffers Damages for which the Indemnifying Party is obligated to be greater than such Damages would have been had the Indemnitee given the Indemnitor prompt notice hereunder. The written notice of shall set forth (to the extent known) in reasonable detail the alleged factual basis for such Third Party Claim; provided, however, that failure to give, or delaying in giving, such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failure. Thereafter, the Indemnified Person shall deliver to provision or provisions of this Agreement on which such claim is based, and the Indemnifying Person, promptly following Indemnitee's good-faith estimate of the Indemnified Person’s receipt thereof, copies amount of all written notices and documents (including court papers) received by the Indemnified Person relating to the Third Party Claim; provided, further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failureclaim.

Third Party Claims. In order for Subject to Section 7.03(c) and Section 7.03(d) above, an Indemnified Party that promptly seeks indemnification under any part of this Article VII with respect to any Action instituted by a Party (third party shall promptly give each relevant Indemnitor a Claim Notice with respect to the institution of such Action. After such Claim Notice, any Indemnitor may, or if so requested by such Indemnified Party, any Indemnitor shall, participate in such capacityAction or assume the defense thereof, the “with counsel reasonably satisfactory to such Indemnified Person”) to be entitled to any indemnification provided for under Section 8.1 in respect of, arising out of or involving a claim made by any third Person against the other party (in such capacity, the “Indemnifying Person” and any such third-party claim, a “Third Party Claim”), the Indemnified Person must notify the Indemnifying Person in writing (and in reasonable detail) of the Third Party Claim within ten (10) business days after receipt by Indemnified Person of written notice of the Third Party ClaimParty; provided, however, that failure in no event shall the Indemnitor be responsible for the fees and expenses of more than one counsel for all Indemnified Parties with respect to givesuch Action, or delaying in giving, such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failure. Thereafter, the Indemnified Person shall deliver to the Indemnifying Person, promptly following the Indemnified Person’s receipt thereof, copies of all written notices and documents (including court papers) received by the Indemnified Person relating to the Third Party Claim; provided, further, that such Indemnified Party shall have the right to participate at its own expense in the defense of such Action. Neither the Indemnitor nor the Indemnified Party shall consent to the entry of any judgment or enter into any settlement, or admit liabilities with respect to such Action, except with the written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed). Any failure to provide, or delay in providing, such copies give prompt notice under this Section 7.05 shall not affect bar any right of the Indemnified Party to claim indemnification provided hereunder under this Article VII, except to the extent the Indemnifying Person that an Indemnitor shall have been prejudiced as a result of by such failure.

Third Party Claims. In order for a Party (in such capacitya) If there occurs an event which an Indemnitee asserts is an indemnifiable event pursuant to this Agreement, the “Indemnified Person”Indemnitee shall notify Solutia promptly in writing specifying the facts constituting the basis for such claim and the amount, to the extent known, of the claim asserted. If such event involves (i) any claim by a Person other than the Indemnitee or (ii) the commencement of any Proceeding by a Person other the Indemnitee (such claim or Proceeding hereinafter referred to be entitled to any indemnification provided for under Section 8.1 in respect of, arising out of or involving a claim made by any third Person against the other party (in such capacity, the “Indemnifying Person” and any such third-party claim, as a “Third Party Claim”), the Indemnified Person must notify the Indemnifying Person in writing (and in reasonable detail) Indemnitee shall give Solutia prompt written notice of the such Third Party Claim within ten or the commencement of such Proceeding; provided that the failure to provide prompt notice as provided herein (10) business days after receipt by Indemnified Person of written notice of the whether with respect to a Third Party Claim; provided, however, that failure to give, Claim or delaying in giving, such notification shall not affect the indemnification provided otherwise) will relieve Solutia of its obligations hereunder except only to the extent the Indemnifying Person shall have been prejudiced as a result of that such failurefailure prejudices Solutia hereunder. Thereafter, the Indemnified Person shall deliver to the Indemnifying Person, promptly following the Indemnified Person’s receipt thereof, copies of all written notices and documents (including court papers) received by the Indemnified Person relating to the In case any such Third Party Claim; providedClaim shall be brought against any Indemnitee, furtherit shall notify Solutia of the commencement thereof promptly in writing specifying the facts constituting the basis for such claim and the amount, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent known, of the Indemnifying Person shall have been prejudiced as a result of such failureclaim asserted.

Third Party Claims. In order for a Party (in such capacity, the “Indemnified Person”) to be entitled to After receipt of any indemnification provided for under Section 8.1 in respect of, arising out assertion of or involving a claim made Losses by any third Person against the other party (in such capacity“Third Party Claims”) that might give rise to any Losses for which indemnification may be sought pursuant to Section 7.2 or 7.4, the “Indemnifying Person” and any Indemnitee shall promptly give written notice of such third-party claim, Third Party Claim (a “Notice of Third Party Claim”) to the Indemnitor and, if the Seller is the Indemnitor and the Escrow Agreement has not terminated, copying the Escrow Agent, which Notice shall state the (i) nature, basis and facts giving rise to such Third Party Claim, (ii) the specific representation(s), the Indemnified Person must notify the Indemnifying Person in writing (and in reasonable detailwarranty(ies) of the or covenant(s) with respect to which such Third Party Claim within ten is made, (10iii) business days after receipt the amount of Losses or the estimated amount thereof to the extent known and feasible, and (iv) the amount of liability asserted against the Indemnitor by Indemnified Person of written notice reason of the Third Party Claim; provided. Such Notice of Third Party Claim shall be accompanied by copies of all relevant documentation with respect to such Third Party Claim. Notwithstanding the foregoing, however, that the failure to giveprovide notice as aforesaid to the Indemnitor (and the Escrow Agent, if applicable) will not relieve the Indemnitor from any liability which it may have to the Indemnitee under this Agreement or delaying in giving, such notification shall not affect the indemnification provided hereunder otherwise except to the extent that the Indemnifying Person Indemnitor shall have been prejudiced as a result of such failure. Thereafter, the Indemnified Person shall deliver to the Indemnifying Person, promptly following the Indemnified Person’s receipt thereof, copies of all written notices and documents (including court papers) received materially adversely affected by the Indemnified Person relating to the Third Party Claim; provided, further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failure.

Third Party Claims. In order for (a) Without limiting the general application of the other provisions of this Article 9, if another Person not a Party (party to this Agreement alleges facts that, if true, would mean that a party has breached its representations and warranties in such capacitythis Agreement, the “Indemnified Person”) to party for whose benefit the representations and warranties are made will be entitled to any seek indemnification provided for those allegations and demands and related Losses under, and pursuant to the terms and limitations set forth in, this Article 9. If an Indemnified Party seeks indemnity under Section 8.1 this Article 9 in respect of, arising out of or involving a claim made or demand, whether or not involving a Proceeding, by any third another Person against the other not a party to this Agreement (in such capacity, the “Indemnifying Person” and any such third-party claim, a “Third Party Claim”), then such Indemnified Party will include in the Claim Notice (i) notice of the commencement or threat of any Proceeding relating to such Third Party Claim within 30 days after the Indemnified Person must notify Party has received written notice of the Indemnifying Person in writing (and in reasonable detail) commencement of the Third Party Claim within ten and (10ii) business days after receipt by Indemnified Person of written notice the facts constituting the basis for such Third Party Claim and the amount of the Third damages claimed by the other Person, in each case to the extent known or available to the Indemnified Party. Notwithstanding the foregoing, no delay or deficiency on the part of the Indemnified Party Claim; provided, however, that failure to give, in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability or delaying in giving, such notification shall not affect the indemnification provided hereunder obligation under this Agreement except to the extent the Indemnifying Person shall have Party’s ability to defend such claim has been materially prejudiced as a result of such failure. Thereafter, the Indemnified Person shall deliver to the Indemnifying Person, promptly following the Indemnified Person’s receipt thereof, copies of all written notices and documents (including court papers) received by the Indemnified Person relating to the Third Party Claim; provided, further, that failure to provide, delay or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failureother deficiency.

Third Party Claims. In order for a Party (in such capacity, i) If any third party shall notify the “Indemnified Person”indemnified party(ies) to be entitled with respect to any indemnification provided for under Section 8.1 matter that may result in respect ofLosses, arising out including, in the case of Taxes, upon receipt of any notice of an audit or involving a claim made initiation of an examination by any third Person against the other party tax authority (in such capacity, the “Indemnifying Person” and any such third-party claim, hereinafter referred to as a “Third Party Claim”), then the Indemnified Person must notify indemnified party(ies) shall give prompt notice to the Indemnifying Person in writing indemnifying party(ies) (and in reasonable detailany event within thirty (30) days) of the indemnified party(ies) becoming aware of any such Third Party Claim or of facts upon which any such Third Party Claim will be based setting forth such material information with respect to the Third Party Claim within ten (10) business days after receipt by Indemnified Person of written notice of as is reasonably available to the Third Party Claimindemnified party(ies); provided, however, that no delay or failure to give, or delaying on the part of the indemnified party(ies) in giving, such notification notifying the indemnifying party(ies) shall not affect relieve the indemnification provided indemnifying party(ies) from any obligation hereunder except unless the indemnifying party(ies) is thereby materially prejudiced (and then solely to the extent the Indemnifying Person shall have been prejudiced as a result of such failureprejudice). Thereafter, The indemnifying party(ies) shall not be liable for any attorneys fees or expenses incurred by the Indemnified Person shall deliver indemnified party(ies) prior to the Indemnifying Personindemnified party(ies) and its officers, promptly following the Indemnified Person’s receipt thereof, copies of all written notices directors and documents (including court papers) received by the Indemnified Person relating affiliates giving notice to the indemnifying party(ies) of a Third Party Claim; provided, further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failure.

Third Party Claims. In order for a Party (in such capacitythe Sellers or the Buyer, as the “case may be ( the "Indemnified Person”) Party"), to be entitled to any indemnification provided for under Section 8.1 this Agreement in respect of, arising out of or involving a claim made by any third Person person, firm, governmental authority or corporation against the other party Indemnified Party (in such capacity, the “Indemnifying Person” and any such third-party claim, a “"Third Party Claim”"), the such Indemnified Person Party must notify the Indemnifying Person indemnifying party in writing (and in reasonable detail) of the Third Party Claim within ten (10) business days a reasonable time 39 45 after receipt by such Indemnified Person Party of written notice of the Third Party Claim; providedClaim unless the indemnifying party shall have previously received knowledge thereof, however, that but the failure to give, or delaying in giving, such notification so notify the indemnifying party shall not affect the indemnification provided hereunder relieve it of any liability that it may have to any Indemnified Party except to the extent the Indemnifying Person shall have been indemnifying party demonstrates that it is prejudiced as a result of such failurethereby. Thereafter, the Indemnified Person Party shall deliver to the Indemnifying Personindemnifying party, promptly following within a reasonable time after the Indemnified Person’s Party's receipt thereof, copies of all written notices and documents (including court papers) received by the Indemnified Person Party relating to the Third Party Claim; provided, further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failure.

Third Party Claims. (a) In order for the event that any Indemnified Party desires to make a claim against an Indemnifying Party (which term shall be deemed to include all Indemnifying Parties if more than one) in such capacity, the “Indemnified Person”) to be entitled to connection with any indemnification provided for under Section 8.1 in respect of, arising out of or involving a claim made by any third Person against the other party (in such capacity, the “Indemnifying Person” and any such third-party claim, Action for which it may seek indemnification hereunder (a “Third Third-Party Claim”), the Indemnified Person must Party will promptly notify the Indemnifying Person Party of such Third-Party Claim and of its claims of indemnification with respect thereto; provided, that failure to promptly give such notice will not relieve the Indemnifying Party of its indemnification obligations under this Article VI, except to the extent, if any, that the Indemnifying Party has actually been materially prejudiced thereby. (b) Subject to paragraph (e) below, the Indemnifying Party will, upon its written confirmation of its obligation to indemnify the Indemnified Party in writing (and in reasonable detail) full with respect to such Third-Party Claim, have the right to assume the defense of the Third Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party by written notice to the Indemnified Party within ten twenty (1020) business calendar days after receipt by Indemnified Person of written the Indemnifying Party has received notice of the Third Third-Party Claim; provided, however, that failure to give, or delaying in giving, such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result Party must conduct the defense of such failure. Thereafter, the Indemnified Person shall deliver Third-Party Claim actively and diligently thereafter in order to the Indemnifying Person, promptly following the Indemnified Person’s receipt thereof, copies of all written notices and documents (including court papers) received by the Indemnified Person relating to the Third Party Claim; provided, further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failure.preserve

Third Party Claims. In order for (a) If there occurs an event which a Party (in such capacityparty asserts is an indemnifiable event pursuant to this Article V, the party or parties seeking indemnification (the “Indemnified PersonIndemnitee”) to be entitled to any indemnification provided for under Section 8.1 in respect of, arising out of or involving a claim made by any third Person against shall notify the other party or parties obligated to provide indemnification (in such capacity, the “Indemnifying Person” Indemnitor”) promptly in writing specifying the facts constituting the basis for such claim and the amount, to the extent known, of the claim asserted. If such event involves (i) any third party claim or (ii) the commencement of any suit, action, proceeding, investigation or other claim (a “Proceeding”) by a third Person (such third-third party claim, claim and Proceeding hereinafter referred to collectively as a “Third Party Claim”), the Indemnified Person must notify the Indemnifying Person in writing (and in reasonable detail) Indemnitee will give such Indemnitor prompt written notice of the such Third Party Claim within ten (10) business days after receipt by Indemnified Person or the commencement of written notice of the Third Party Claimsuch Proceeding; provided, however, that the failure to give, provide prompt notice as provided herein (whether with respect to a Third Party Claim or delaying in giving, such notification shall not affect otherwise) will relieve the indemnification provided Indemnitor of its obligations hereunder except only to the extent that such failure prejudices the Indemnifying Person shall have been prejudiced as a result of Indemnitor hereunder. In case any such failure. Thereafter, the Indemnified Person shall deliver to the Indemnifying Person, promptly following the Indemnified Person’s receipt thereof, copies of all written notices and documents (including court papers) received by the Indemnified Person relating to the Third Party Claim; providedClaim shall be brought against any Indemnitee, furtherit shall notify the Indemnitor of the commencement thereof promptly in writing specifying the facts constituting the basis for such claim and the amount, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent known, of the Indemnifying Person shall have been prejudiced as a result of such failureclaim asserted.

Third Party Claims. (a) In order for a an Indemnified Party (in such capacity, the “Indemnified Person”) to be entitled to any indemnification provided for under Section 8.1 this Agreement in respect of, arising out of or involving a claim made by any third Person (other than an Indemnifying Party, which claims are addressed in Section 9.3) against the other party Indemnified Party (in such capacity, the “Indemnifying Person” and any such third-party claim, a “Third Party Claim”"THIRD PARTY CLAIM"), the such Indemnified Person Party must notify the Indemnifying Person Party in writing (and in reasonable detail) of the Third Party Claim (which notice shall specify in reasonable detail the events giving rise to such Third Party Claim) within ten (10) business days after receipt by such Indemnified Person Party of written notice of the Third Party Claim; provided, however, that failure to give, or delaying in giving, give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnified Person Party shall deliver to the Indemnifying PersonParty, promptly following the Indemnified Person’s Party's receipt thereof, copies of all written notices and documents (including court papers) received by the Indemnified Person Party relating to the Third Party Claim; provided, further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failure.

Third Party Claims. In order the event that any written claim or demand for a which an indemnifying Party (in such capacity, the “Indemnified Person”) may have liability to any indemnified Party hereunder is asserted against or sought to be entitled to collected from any indemnification provided for under Section 8.1 in respect of, arising out of or involving indemnified Party by a claim made by any third Person against the other party (in such capacity, the “Indemnifying Person” and any such third-party claim, a “Third Party Claim”), the Indemnified Person must notify the Indemnifying Person such indemnified Party shall promptly, but in writing (and in reasonable detail) of the Third Party Claim within no event more than ten (10) business days after following such indemnified Party’s receipt by Indemnified Person of written notice of the a Third Party Claim, notify the indemnifying Party of such Third Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable, any other remedy sought thereunder, any relevant time constraints relating thereto, a reasonably detailed explanation of the events giving rise to such Third Party Claim and any other material details pertaining thereto (a “Claim Notice”); provided, however, provided that the failure to give, or delaying in giving, such notification timely give a Claim Notice shall not affect relieve the indemnification provided hereunder indemnifying Party of its obligations hereunder, except to the extent that the Indemnifying Person indemnifying Party shall have been actually and materially prejudiced as a result of by such failure. Thereafter, the Indemnified Person indemnified Party shall deliver to the Indemnifying Personindemnifying Party, promptly following the Indemnified Personindemnified Party’s receipt thereof, copies of all written notices and documents (including court papers) received by the Indemnified Person indemnified Party relating to the Third Party Claim; provided, further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failure.

Third Party Claims. In order for a the event that any claim or demand in respect of which an Indemnified Party (in such capacity, the “Indemnified Person”) might seek indemnification under Section 9.1 is asserted against or sought to be entitled to collected from such Indemnified Party by a Person other than a Seller Party or the Purchasers or any indemnification provided for under Section 8.1 in respect of, arising out of or involving a claim made by any third Person against the other party their respective Affiliates (in such capacity, the “Indemnifying Person” and any such third-party claim, a “Third Third-Party Claim”), the Indemnified Person must notify Party shall deliver a Claim Notice with reasonable promptness to the Indemnifying Person in writing (and in Party. If the Indemnified Party fails to provide the Claim Notice with reasonable detail) promptness after the Indemnified Party receives notice of such Third-Party Claim, the Third Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third-Party Claim within ten (10) business days after receipt by Indemnified Person of written notice of the Third Party Claim; provided, however, that failure to give, or delaying in giving, such notification shall not affect the indemnification provided hereunder except to the extent that the Indemnifying Person shall have been Party’s ability to defend is actually prejudiced as a result by such failure of such failure. Thereafter, the Indemnified Person shall deliver Party. The Indemnifying Party will notify the Indemnified Party as soon as practicable within the Dispute Period whether the Indemnifying Party accepts or disputes its liability to the Indemnified Party under Section 9.1 and whether the Indemnifying PersonParty desires, promptly following at its sole cost and expense, to defend the Indemnified Person’s receipt thereof, copies of all written notices and documents (including court papers) received by the Indemnified Person relating to the Third Party against such Third-Party Claim; provided, further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failure.

Third Party Claims. In order for (i) If the Indemnified Party receives notice or otherwise learns of the assertion by a Party (in such capacity, the “Indemnified Person”) to be entitled to Person other than a Purchaser Indemnitee or Seller Indemnitee of any indemnification provided for under Section 8.1 in respect of, arising out of or involving a claim made by any third Person against the other party (in such capacity, the “Indemnifying Person” and any such third-party claim, suit, audit or other proceeding (including any Tax Contest, governmental investigation or grand jury investigation) with respect to which the Indemnifying Party may be obligated to provide indemnification under this Article 8 or Article 9 (a “Third Party Claim”), the Indemnified Person must notify Party will provide a Claim Notice to the Indemnifying Person Party promptly. Such Claim Notice will be accompanied by reasonable supporting documentation submitted by such Third Party (to the extent then in writing (the possession of the Indemnified Party) and will describe in reasonable detail) of detail the facts constituting the basis for such Third Party Claim within ten (10) business days after receipt by Indemnified Person of written notice and the amount of the Third Party Claimclaimed Damages (in each case to the extent known or reasonably ascertainable by the Indemnified Party); provided, however, that failure to give, no delay or delaying deficiency on the part of the Indemnified Party in giving, such notification shall not affect so notifying the indemnification provided Indemnifying Party will relieve the Indemnifying Party of any Liability hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failure. Thereafter, the Indemnified Person shall deliver to the Indemnifying Person, promptly following the Indemnified Person’s receipt thereof, copies of all written notices (and documents (including court papers) received by the Indemnified Person relating to the Third Party Claim; provided, further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except only to the extent that) the Indemnifying Person shall have been Party’s ability to remedy, contest, defend or settle such Third Party Claim is actually prejudiced as a result of by such failuredelay or deficiency.

Third Party Claims. (i) In order the event that any written claim or demand for a which, in the reasonable determination of the Indemnifying Party, an Indemnifying Party (in such capacity, the “may be liable to any Indemnified Person”) Party hereunder is asserted against or sought to be entitled to collected from any indemnification provided for under Section 8.1 in respect of, arising out of or involving Indemnified Party by a claim made by any third Person against the other party (which, for purposes of this Article XI, shall mean any party that is not a Seller Indemnified Party or Purchaser Indemnified Party), such Indemnified Party shall promptly, but in no event later than thirty (30) days following such capacityIndemnified Party’s receipt of such claim or demand (including a copy of any related written third party demand, the “Indemnifying Person” and any such third-party claim, claim or complaint) (a “Third Party Claim”), the Indemnified Person must notify the Indemnifying Person in writing (and in reasonable detail) of the Third Party Claim within ten (10) business days after receipt by Indemnified Person of deliver a written notice notification of the Third Party Claim; provided, howeverspecifying the nature of and basis for such Third Party Claim, that failure to givetogether with the amount or, or delaying if not then reasonably determinable, the estimated amount, determined in givinggood faith, of the Losses arising from such notification shall not affect the indemnification provided hereunder except to the extent Third Party Claim, and such other information as the Indemnifying Person Party shall have been prejudiced as a result reasonably request (“Third Party Claim Notice”). The Indemnifying Party shall be relieved of such failure. Thereafter, its obligations to indemnify the Indemnified Person shall deliver Party with respect to the Indemnifying Person, promptly following such Third Party Claim if the Indemnified Person’s receipt thereof, copies of all written notices and documents (including court papers) received by the Indemnified Person relating Party fails to timely deliver the Third Party Claim; provided, further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent Claim Notice and the Indemnifying Person shall have been Party is actually prejudiced as a result of such failurethereby.

Third Party Claims. In order for (a) Except with respect to claims related to Taxes covered by Section 10.01(c), if any claim or action at law or suit in equity is instituted by a third party against an Indemnified Party (in such capacity, the “Indemnified Person”) to be entitled to any indemnification provided for under Section 8.1 in respect of, arising out of or involving a claim made by any third Person against the other party (in such capacity, the “Indemnifying Person” and any such third-party claimeach, a “"Third Party Claim”)") with respect to which an Indemnified Party intends to claim indemnification for any Losses under this Article IX, the such Indemnified Person must notify the Party shall give written notice to each Indemnifying Person in writing (and in reasonable detail) of the Third Party Claim within ten (10) business 30 days after receipt by Indemnified Person it has knowledge of a written notice assertion of liability from the Third Party Claimthird party and shall not make any admissions or acceptances; provided, however, that the Indemnified Party shall not be foreclosed from seeking indemnification pursuant to this Article IX as a result of any failure to give, or delaying in giving, provide timely notice of the existence of such notification shall not affect Third Party Claim to the indemnification provided hereunder Indemnifying party except and only to the extent that the Indemnifying Person shall have Party has been materially damaged or prejudiced as a result of such failuredelay. ThereafterThe Indemnified Party shall supply the Indemnifying Party with such information and documents as it has in its possession regarding such claim, together with all pertinent information in its possession regarding the amount of the Loss it asserts it has sustained or incurred, and will permit the Indemnifying Party to inspect such other records and books in the possession of the Indemnified Person shall deliver to the Indemnifying Person, promptly following the Indemnified Person’s receipt thereof, copies of all written notices Party and documents (including court papers) received by the Indemnified Person relating to the Third Party Claim; provided, further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent claim and asserted Loss as the Indemnifying Person Party shall have been prejudiced as a result of such failurereasonably request.

Third Party Claims. In order for Promptly after receipt by a Seller Indemnified Party or a Buyer Indemnified Party (in such capacity, the an “Indemnified PersonParty”) to be entitled to of notice of any indemnification provided for under Section 8.1 matter or the commencement of any Action by a third party in respect of, arising out of or involving a claim made by any third Person against which the other party Indemnified Party intends to seek indemnification hereunder (in such capacity, the “Indemnifying Person” and any such third-party claim, a “Third Third-Party Claim”), the Indemnified Person must Party shall notify the party that may be obligated to provide such indemnification under this Article VIII of such claims (an “Indemnifying Party”) thereof in writing but any failure to so notify the Indemnifying Person Party shall not relieve it from any liability that it may have to the Indemnified Party other than to the extent the Indemnifying Party is actually prejudiced by such failure. The Indemnifying Party shall be entitled to participate in writing (and in reasonable detail) the defense of the Third such Third-Party Claim and, provided that within ten fifteen (1015) business days after receipt by Indemnified Person of such written notice notice, the Indemnifying Party confirms in writing its responsibility for all defense costs and expenses, liabilities and obligations arising from such Third-Party Claim and demonstrates to the reasonable satisfaction of the Third Indemnified Party its financial capability to undertake the defense and provide indemnification with respect to such Third-Party Claim, to assume control of such defense with counsel reasonably satisfactory to such Indemnified Party; provided, however, that failure to give, or delaying in giving, such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failure. Thereafter, the Indemnified Person shall deliver to the Indemnifying Person, promptly following the Indemnified Person’s receipt thereof, copies of all written notices and documents (including court papers) received by the Indemnified Person relating to the Third Party Claim; provided, further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failure.that:

Third Party Claims. In order for a (a) If any third party shall notify any Indemnified Party (in such capacity, the “Indemnified Person”) to be entitled writing with respect to any indemnification provided for under Section 8.1 in respect of, arising out of or matter involving a claim made by any such third Person against the other party (in such capacity, the “Indemnifying Person” and any such third-party claim, a “Third Party Claim”)) which such Indemnified Party believes would give rise to a claim for indemnification against an Indemnifying Party under this Article VIII, then the Indemnified Person must notify Party shall promptly following receipt of notice of such claim transmit to the Indemnifying Person in writing Party a written notice (and a “Claim Notice”) describing in reasonable detail) of detail the Third Party Claim within ten (10) business days after receipt by Indemnified Person of written notice nature of the Third Party Claim; provided, howevera copy of all papers served with respect to such claim (if any) and the basis of the Indemnified Party’s request for indemnification under this Agreement. Notwithstanding the foregoing, that no failure or delay in providing such Claim Notice shall constitute a waiver or otherwise modify the Indemnified Party’s right to giveindemnification hereunder, or delaying in giving, such notification shall not affect the indemnification provided hereunder except to the extent that the Indemnifying Person Party shall have been materially and adversely prejudiced as a result by such failure or delay. If the Indemnifying Party does not notify the Indemnified Party in writing within thirty (30) days from receipt of such failure. ThereafterClaim Notice that the Indemnifying Party disputes such claim for indemnification under this Agreement, the Indemnified Person Indemnifying Party shall deliver be deemed to the Indemnifying Person, promptly following the Indemnified Person’s receipt thereof, copies of all written notices have accepted and documents (including court papers) received by the Indemnified Person relating to the Third Party Claim; provided, further, that failure to provide, or delay in providing, agreed with such copies shall not affect the claim for indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failureunder this Agreement.

Third Party Claims. In order for a (a) Each Indemnified Party (in such capacity, shall promptly notify the “Indemnified Person”) to be entitled to any indemnification provided for under Section 8.1 in respect of, arising out Indemnifying Party of or involving a claim made the assertion by any third Person against party of any claim with respect to which the other party indemnification set forth in this Article VIII relates (in such capacity, which shall also constitute the “Indemnifying Person” and any such third-party claim, a “Third Party Claim”notice required by Section 8.3), but the failure to do so shall not relieve the Indemnifying Party from any liability except to the extent that the Indemnifying Party is actually prejudiced by the failure or delay in giving such notice. The Indemnifying Party shall have the right, upon notice to the Indemnified Person must notify the Indemnifying Person in writing (and in reasonable detail) of the Third Party Claim within ten (10) business days Business Days after the receipt by Indemnified Person of written notice any such notice, to undertake the defense of or, with the consent of the Third Indemnified Party Claim; provided, however, that failure to give, or delaying in giving, such notification (which consent shall not affect unreasonably be withheld), to settle or compromise such claim (the indemnification “Claim Undertaking”), provided hereunder except that (i) such claim is solely for monetary damages, does not seek an injunction or other equitable relief as a primary remedy, and is not a criminal claim, (ii) the Indemnifying Party has the capacity to indemnify the Indemnified Party for the Damages related to such claim, (iii) the Indemnified Party will not be exposed to greater liability due to the extent Claim Undertaking and (iv) the Indemnifying Person shall have been prejudiced as Party conducts the Claim Undertaking in a result of such failure. Thereafter, manner reasonably satisfactory to the Indemnified Person shall deliver to the Indemnifying Person, promptly following the Indemnified Person’s receipt thereof, copies of all written notices and documents (including court papers) received by the Indemnified Person relating to the Third Party Claim; provided, further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failureParty.

Third Party Claims. In order for If any third person asserts a Party (in such capacity, the “Indemnified Person”) to be claim against a party entitled to any indemnification provided for under Section 8.1 hereunder ("indemnified party") that, if successful, might result in respect of, arising out of or involving a claim made by any third Person for indemnification against the other another party hereunder (in such capacity, the “Indemnifying Person” and any such third-party claim, a “Third Party Claim”"indemnifying party"), the Indemnified Person must notify indemnifying party shall be given prompt written notice thereof and shall have the Indemnifying Person right (i) to participate in writing the defense thereof and be represented, at his, her or its own expense, by advisory counsel selected by him, her or it, and (and ii) to approve any settlement if the indemnifying party is, or will be, required to pay any amounts in reasonable detail) of connection therewith. Notwithstanding the Third Party Claim foregoing, if within ten (10) business days after receipt by Indemnified Person of written notice delivery of the Third Party Claim; providedindemnified party's notice described above, howeverthe indemnifying party indicates in writing to the indemnified party that, as between such 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 claim, provided that failure the indemnified party shall have the right (i) to giveparticipate in the defense thereof and be represented, at his, her or its own expense, by advisory counsel selected by him, her or it, and (ii) to approve any settlement if the indemnified party's interests are, or delaying in givingwould be, such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failure. Thereafter, the Indemnified Person shall deliver to the Indemnifying Person, promptly following the Indemnified Person’s receipt thereof, copies of all written notices and documents (including court papers) received by the Indemnified Person relating to the Third Party Claim; provided, further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failureaffected thereby.

Third Party Claims. (i) In order for a Party Person (in such capacity, the “Indemnified PersonParty”) to be entitled to any indemnification provided for under Section 8.1 this Article 10 in respect of, arising out of of, or involving a claim made by any third Person against the other party Indemnified Party (in such capacity, the “Indemnifying Person” and any such third-party claim, a “Third Party Claim”), the such Indemnified Person must Party shall notify the Person obligated to provide indemnification under this Article 10 (the “Indemnifying Person Party”) in writing of such Third Party Claim promptly (and in reasonable detail) but no later than [***] calendar days after receiving notice of the Third Party Claim within ten (10Claim) business days after following receipt by such Indemnified Person Party of written notice of the such Third Party Claim; provided, however, that failure to give, or delaying in giving, give such notification shall not affect the indemnification provided hereunder under this Agreement except to the extent the Indemnifying Person Party shall have actually been materially prejudiced as a result of such failurefailure and then only to the extent of such prejudice. Thereafter, the Indemnified Person Party shall deliver to the Indemnifying PersonParty, promptly following the Indemnified PersonParty’s receipt thereof, copies of all written notices and documents (including court papers) received by the Indemnified Person Party relating to the such Third Party Claim; provided, further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failure.

Third Party Claims. In order for (a) The Indemnifying Party shall have the right, but not the obligation, exercisable by written notice to the Indemnified Party within thirty (30) days of receipt of a Third Party (in such capacity, Claim Notice from the “Indemnified Person”) Party with respect to be entitled to any indemnification provided for under Section 8.1 in respect of, arising out of or involving a claim made by any third Person against the other party (in such capacity, the “Indemnifying Person” and any such third-party claim, a “Third Party Claim”), to assume the conduct and control, at the expense of the Indemnifying Party and through counsel of its choosing that is reasonably acceptable to the Indemnified Person must notify the Indemnifying Person in writing (and in reasonable detail) Party, of the Third Party Claim within ten (10) business days after receipt by Indemnified Person of written notice of the such Third Party Claim; provided, however, that failure to give, or delaying in giving, such notification the Indemnifying Party shall not affect be entitled to assume or maintain control of the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result defense of such failure. Thereafter, Third Party Claim and shall pay the Indemnified Person shall deliver to the Indemnifying Person, promptly following the Indemnified Person’s receipt thereof, copies fees and expenses of all written notices and documents (including court papers) received counsel retained by the Indemnified Person relating to the Party if (i) such Third Party Claim; providedClaim relates to or arises in connection with any criminal Legal Proceeding, further(ii) such Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates, (iii) such Third Party Claim seeks monetary damages and the sum of the amount of the monetary damages is greater than twice the maximum amount from which the Indemnifying Party is required to indemnify the Indemnified Party under this Agreement, (iv) the Indemnified Party reasonably concludes, based on the advice of counsel, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent there is an irreconcilable conflict of interest between the Indemnifying Person shall have been prejudiced as a result Party and the Indemnified Party in the conduct of such failuredefense or (v) after assuming control of such defense, the Indemnifying Party withdraws from such defense or fails to diligently pursue and maintain such defense.

Third Party Claims. (a) In order for a an Indemnified Party (in such capacity, the “Indemnified Person”) to be entitled to any indemnification provided for under Section 8.1 this Agreement in respect of, arising out of or involving a claim made by any third Person (other than an Indemnifying Party, which claims are addressed in Section 9.3) against the other party Indemnified Party (in such capacity, the “Indemnifying Person” and any such third-party claim, a “Third Party Claim”), the such Indemnified Person Party must notify the Indemnifying Person Party in writing (and in reasonable detail) of the Third Party Claim (which notice shall specify in reasonable detail the events giving rise to such Third Party Claim) within ten (10) business days after receipt by such Indemnified Person Party of written notice of the Third Party Claim; provided, however, that failure to give, or delaying in giving, give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnified Person Party shall deliver to the Indemnifying PersonParty, promptly following the Indemnified PersonParty’s receipt thereof, copies of all written notices and documents (including court papers) received by the Indemnified Person Party relating to the Third Party Claim; provided, further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failure.

Third Party Claims. In order for a Party (in such capacity, the “Indemnified Person”) to be entitled to Promptly after receipt of any indemnification provided for under Section 8.1 in respect of, arising out assertion of or involving a claim made Losses by any third Person against the other party (in such capacity“Third Party Claims”) that might give rise to any Losses for which indemnification may be sought pursuant to Section 5.2 or 5.3, the “Indemnifying Person” and any indemnified Party shall promptly give written notice to the indemnifying party of such third-party claim, Third Party Claim (a “Notice of Third Party Claim”), stating the Indemnified Person must notify the Indemnifying Person in writing (i) nature, basis and in reasonable detail) of the facts giving rise to such Third Party Claim within ten Claim, (10ii) business days after receipt the amount of Losses or the estimated amount thereof to the extent feasible, and (iii) the amount of liability asserted against the indemnifying party by Indemnified Person of written notice reason of the Third Party Claim; provided. Such Notice of Third Party Claim shall be accompanied by copies of all relevant documentation with respect to such Third Party Claim, howeverincluding, without limitation, any summons, complaint or other pleading that may have been served, any written demand or any other document or instrument. Notwithstanding the foregoing, the failure to give, provide notice as aforesaid to the indemnifying Party will not relieve the indemnifying party from any liability which it may have to the indemnified party under this Agreement or delaying in giving, such notification shall not affect the indemnification provided hereunder otherwise except to the extent the Indemnifying Person indemnifying party shall have been materially prejudiced as a result of such failure. Thereafter, the Indemnified Person shall deliver to the Indemnifying Person, promptly following the Indemnified Person’s receipt thereof, copies of all written notices and documents (including court papers) received by the Indemnified Person relating to the Third Party Claim; provided, further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failure.

Third Party Claims. (a) In order for a an Indemnified Party (in such capacity, the “Indemnified Person”) to be entitled to any indemnification provided for under Section 8.1 this Agreement in respect of, arising out of or involving a claim made by any third Person (other than an Indemnifying Party) against the Indemnified Party, other party than a claim pursuant to Section 14.2(c), (in such capacity, the “Indemnifying Person” and any such third-party claim, d) or (e) (a “"Third Party Claim”"), such Indemnified Party shall, within 20 days after receiving actual notice of the Indemnified Person must facts or circumstances forming the basis of such claim, notify the Indemnifying Person Party in writing (and in reasonable detail) of the Third Party Claim within ten (10) business days after receipt by Indemnified Person of written which notice of shall specify in reasonable detail the events giving rise to such Third Party Claim); provided, however, that failure to give, or delaying in giving, give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person Party shall have been actually prejudiced as a result of such failurefailure (except that the Indemnifying Party shall not be liable for any fees and expenses incurred during the period in which the Indemnified Party failed to give such notice in accordance with this Section 14.5). Thereafter, the Indemnified Person Party shall deliver to the Indemnifying PersonParty, promptly following the Indemnified Person’s Party's receipt thereof, copies of all written notices and documents (including court papers) received by the Indemnified Person Party relating to the Third Party Claim; provided, further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failure.

Third Party Claims. In order for a Party Buyer (in such capacitythe "Indemnified Party"), the “Indemnified Person”) to be entitled to any indemnification provided for under Section 8.1 this Agreement in respect of, arising out of or involving a claim made by any third Person person, firm, governmental authority or corporation against the other party Indemnified Party (in such capacity, the “Indemnifying Person” and any such third-party claim, a “"Third Party Claim”"), the such Indemnified Person Party must notify the Indemnifying Person indemnifying party in writing (and in reasonable detail) of the Third Party Claim within ten (10) business days a reasonable time after receipt by such Indemnified Person Party of written notice of the Third Party Claim; providedClaim unless the indemnifying party shall have previously received knowledge thereof, however, that but the failure to give, or delaying in giving, such notification so notify the indemnifying party shall not affect the indemnification provided hereunder relieve it of any liability that it may have to any Indemnified Party except to the extent the Indemnifying Person shall have been indemnifying party demonstrates that it is prejudiced as a result of such failurethereby. Thereafter, the Indemnified Person Party shall deliver to the Indemnifying Personindemnifying party, promptly following within a reasonable time after the Indemnified Person’s Party's receipt thereof, copies of all written notices and documents (including court papers) received by the Indemnified Person Party relating to the Third Party Claim; provided, further, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been prejudiced as a result of such failure.

Third Party Claims. In order for a (i) If any Indemnified Party (in such capacity, receives notice of the “Indemnified Person”) to be entitled to assertion or commencement of any indemnification provided for under Section 8.1 in respect of, arising out of Action made or involving a claim made brought by any third Person against the other who is not a party (in such capacity, the “Indemnifying Person” and any such third-party claimto this Agreement, a Stockholder (other than in connection with Appraisal Demands or in connection with the events and circumstances set forth in Section 8.02(j) of the Disclosure Schedules), an Affiliate of a party to this Agreement or of a Stockholder or a Representative of any of the foregoing (each a “Third Third-Party Claim”)) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Person must notify Party shall give the Indemnifying Person in writing Party (and in reasonable detailor if Buyer is the Indemnified Party, the Stockholder Representative) of the Third Party Claim within ten (10) business days after receipt by Indemnified Person of prompt written notice of the Third Party Claim; providedthereof. The failure to give such prompt written notice shall not, however, that failure to giverelieve the Indemnifying Party of its indemnification obligations, or delaying in giving, such notification shall not affect the indemnification provided hereunder except and only to the extent that the Indemnifying Person shall have been Party is irreparably prejudiced as a result by reason of such failure. Thereafter, the Indemnified Person shall deliver to the Indemnifying Person, promptly following the Indemnified Person’s receipt thereof, copies of all written notices and documents (including court papers) received Such notice by the Indemnified Person relating to Party shall describe the Third Third-Party Claim; providedClaim in reasonable detail and shall indicate the estimated amount of the Loss that has been or may be sustained by the Indemnified Party, furtherin each case, that failure to provide, or delay in providing, such copies shall not affect the indemnification provided hereunder except to the extent known and reasonably practical at the Indemnifying Person shall have been prejudiced as a result of such failuretime.