Common use of Claims Notice Clause in Contracts

Claims Notice. (a) Except with respect to Third Party Claims covered by Section 8.4(b), any Buyer Indemnitee, Digital Colony Indemnitee or other indemnified party who is entitled to, and wishes to, make a claim for indemnification for a Loss pursuant to Section 8.2 (an “Indemnitee”) LA_LAN01:362972.20 shall give written notice to each Person from whom such indemnification is being claimed (an “Indemnifying Party”) promptly after it acquires knowledge of the fact, event or circumstances giving rise to the claim for the Loss. The failure to make timely delivery of such notice shall not affect the Indemnifying Party’s obligations hereunder, except to the extent such Indemnifying Party is actually materially prejudiced by failure to give such notice. Together with such written notice, the Indemnitee shall provide the Indemnifying Party with such material information and documents as the Indemnitee has in its possession regarding such claim and all material pertinent information in its possession regarding the amount of the Loss that it asserts it has sustained or incurred, including any limitations in this Article VIII that apply to such Loss. The Indemnifying Party shall have a period of thirty (30) days after receipt by the Indemnifying Party of such notice and such evidence to agree to the payment of the Loss to the Indemnitee, subject to such limitations. If the Indemnifying Party does not agree to the payment of the Loss within such 30-day period, then the Indemnifying Party shall be deemed not to have accepted the Loss and the Parties shall negotiate in good faith to seek a resolution of such dispute within fifteen (15) days thereafter. If the dispute is not resolved through such negotiations, then (x) any dispute as to the value of the Loss (if the Indemnifying Party has agreed in writing that such a Loss exists) will be resolved by an independent valuation firm of national standing (the “Valuation Firm”) jointly selected by the Indemnitee and the Indemnifying Party (and, if the Parties are unable to agree upon a Valuation Firm, then the Indemnitee and the Indemnifying Party shall each select an independent valuation firm of national standing, and the two (2) valuation firms so selected shall select a third (3rd) independent valuation firm of national standing to act as the Valuation Firm) and (y) any other dispute (including as to whether a Loss exists) shall be resolved in accordance with Section 9.11. The determination of the dispute by the Valuation Firm shall be final and binding on the Parties hereto, except in the case of manifest error or fraud. The costs of the Valuation Firm shall be allocated between the Indemnitee and the Indemnifying Party by the Valuation Firm in proportion to the extent that either of the Indemnitee or the Indemnifying Party did not prevail on the amount of the disputed Loss as submitted to the Valuation Firm. If the Indemnifying Party agrees to the payment of the Loss (subject to any limitations set forth in this Article VIII that apply to such Loss) within the 30-day period described above, then it shall, within ten (10) Business Days after such agreement, pay to the Indemnitee the amount of the Loss that is payable pursuant to, and subject to the limitations set forth in, this Article VIII.

Claims Notice. If any Buyer Indemnitee or Seller Indemnitee (athe “Indemnitee”) Except receives notice of any claim or the commencement of any action or proceeding with respect to Third which any Party Claims covered by Section 8.4(b), any Buyer Indemnitee, Digital Colony Indemnitee or other indemnified party who is entitled to, and wishes to, make a claim for obligated to provide indemnification for a Loss (the “Indemnifying Party”) pursuant to Section 8.2 (an or would be required to provide indemnification if the provisions of Section 8.3 did not apply), the Indemnitee shall promptly deliver to the Indemnifying Party a written notice (the “IndemniteeClaims Notice”) LA_LAN01:362972.20 shall give written notice to each Person from whom describing such indemnification is being claimed (an “Indemnifying Party”) promptly after it acquires knowledge matter in reasonable detail, including the estimated amount of the factLosses that have been or may be sustained (to the extent that they may be estimated), event or circumstances the facts giving rise to the claim for indemnification hereunder and a reference to the Lossprovision of this Agreement upon which such claim is made, in each case to the extent practicable. The failure to make timely delivery of such written notice shall not affect the Indemnifying Party’s obligations hereunder, except to the extent that the failure or delay adversely affects the defense of such Indemnifying Party is actually materially prejudiced claim by failure to give such notice. Together with such written notice, the Indemnitee shall provide the Indemnifying Party with such material information and documents as the Indemnitee has in its possession regarding such claim and all material pertinent information in its possession regarding the amount of the Loss that it asserts it has sustained or incurred, including any limitations in this Article VIII that apply to such LossParty. The Indemnifying Party shall have a period of thirty (30) days after receipt by the Indemnifying Party of such notice and such evidence to agree to the payment of the Loss to the Indemniteemay, subject to the other provisions of this Section 8.4, settle, compromise or defend, at such limitationsIndemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any such matter involving the asserted liability of the Indemnitee in respect of a third-party claim. If the Indemnifying Party does not agree shall elect to so conduct the payment of the Loss within defense with respect to such 30-day periodasserted liability, then the Indemnifying Party shall be deemed not to have accepted the Loss and the Parties shall negotiate in good faith to seek a resolution of such dispute it shall, within fifteen (15) days thereafterafter notice of the third-party claim is delivered by the Indemnitee to the Indemnifying Party, notify the Indemnitee of its intention to do so, and the Indemnitee shall reasonably cooperate, at the request and reasonable expense of the Indemnifying Party, in the defense against such asserted liability; provided, that no settlement or compromise of any third-party claim shall be made without the prior written consent of the Indemnitee, except where such settlement or compromise involves only the payment of money and only to the extent that such money is paid by or on behalf of the Indemnifying Party. The Indemnifying Party shall not be released from any obligation to indemnify the Indemnitee hereunder with respect to such asserted claim without the prior written consent of the Indemnitee, unless the Indemnifying Party shall deliver to the Indemnitee a duly executed agreement settling or compromising such claim with no monetary liability to, or injunctive relief against, or other obligation of, the Indemnitee. If the dispute is Indemnifying Party assumes the defense of a claim as provided for in this Section 8.4, the Indemnitee shall have the right to participate in, but not resolved through control, at its own expense, the defense, compromise or settlement of any such negotiationsclaim; provided, then (x) any dispute as to the value of the Loss (however, that if the Indemnifying Party has agreed in writing Indemnitee shall reasonably determine, upon the advice of counsel, that such a Loss exists) will be resolved by an independent valuation firm of national standing (the “Valuation Firm”) jointly selected by the Indemnitee and the Indemnifying Party (and, if the Parties are unable to agree upon a Valuation Firm, then the Indemnitee and the Indemnifying Party shall each select an independent valuation firm of national standinghave conflicting or different claims or defenses, and the two (2) valuation firms so selected shall select a third (3rd) independent valuation firm of national standing to act as the Valuation Firm) and (y) any other dispute (including as to whether a Loss exists) shall be resolved in accordance with Section 9.11. The determination of the dispute by the Valuation Firm shall be final and binding on the Parties hereto, except in the case of manifest error or fraud. The costs of the Valuation Firm shall be allocated between the Indemnitee and then the Indemnifying Party by shall not have control of such conflicting or different claims or defenses and the Valuation Firm in proportion Indemnitee shall be entitled to appoint a separate counsel (but only one (1) counsel for such Indemnitee and any related Indemnitees) for such claims and defenses, at the extent that either reasonable cost and expense of the Indemnitee or the Indemnifying Party did not prevail on the amount of the disputed Loss as submitted to the Valuation FirmParty. If the Indemnifying Party agrees shall choose to defend any claim, the Indemnitee shall make available to the payment Indemnifying Party any books, records or other documents within its direct or indirect control and that the Indemnifying Party considers necessary or reasonably desirable for the defense of such matter, and shall cooperate in all reasonable ways with, and make its employees and advisors reasonably available or otherwise render reasonable assistance to, the Loss (subject Indemnitor and its agents. The Indemnitee shall not file any papers or consent to the entry of any judgment or enter into any settlement with respect to any limitations set forth in claim for which any Party is obligated to provide indemnification pursuant to this Article VIII that apply without the prior written consent of the Indemnifying Party. Whether or not the Indemnifying Party has assumed the defense of a claim, the Indemnifying Party will not be obligated to such Loss) within the 30-day period described above, then it shall, within ten (10) Business Days after such agreement, pay to indemnify the Indemnitee hereunder with respect to any settlement entered into or any judgment consented to without the amount of the Loss that is payable pursuant to, and subject to the limitations set forth in, this Article VIIIIndemnifying Party’s prior written consent.

Claims Notice. (a) Except with respect In the event that either Purchaser or LLANY or one of the Sellers wishes to Third Party Claims covered by Section 8.4(b), any Buyer Indemnitee, Digital Colony Indemnitee or other indemnified party who is entitled to, and wishes to, make assert a claim for indemnification for hereunder (including, but not limited to, claims arising from a claim or demand made, or an action, proceeding or investigation instituted, by any Person not a party to this Agreement that may result in a Loss pursuant to Section 8.2 for which indemnification is claimed under this Article IX (an “Indemnitee”a "Third Party Claim")), such party seeking indemnification (the "Indemnified Party") LA_LAN01:362972.20 shall give written notice (a "Claims Notice") to each Person from whom such indemnification is being claimed the other party (an “the "Indemnifying Party”) promptly after it acquires knowledge of the fact, event or circumstances giving rise "). Such Claims Notice shall be delivered to the Indemnifying Party as promptly as practicable, specifying in detail the facts constituting the basis for, and the amount of, the claim for the Lossasserted. The failure by any Indemnified Party to make timely delivery of such notice shall not affect notify the Indemnifying Party’s Party as promptly as practicable shall relieve any Indemnifying Party from its indemnification obligations hereunder, except only to the extent such Indemnifying failure or other actions taken by the Indemnified Party is actually materially prejudiced by failure in response to give such notice. Together with such written notice, the Indemnitee shall provide the Indemnifying Party with such material information and documents as the Indemnitee has in its possession regarding such claim and all material pertinent information in its possession regarding shall actually prejudice an Indemnifying Party; provided however, that notwithstanding the amount of the Loss that it asserts it has sustained or incurredforegoing, including any limitations in this Article VIII that apply to such Loss. The an Indemnifying Party shall have no obligations to indemnify an Indemnified Party if a period of thirty (30) days after receipt Claims Notice containing the information specified above is not received by the Indemnifying Party of such notice and such evidence to agree prior to the payment termination of the Loss to the Indemnitee, subject to such limitations. If the Indemnifying Party does not agree to the payment of the Loss within such 30-day period, then the Indemnifying Party shall be deemed not to have accepted the Loss and the Parties shall negotiate applicable periods described in good faith to seek a resolution of such dispute within fifteen (15) days thereafter. If the dispute is not resolved through such negotiations, then (x) any dispute as to the value of the Loss (if the Indemnifying Party has agreed in writing that such a Loss exists) will be resolved by an independent valuation firm of national standing (the “Valuation Firm”) jointly selected by the Indemnitee and the Indemnifying Party (and, if the Parties are unable to agree upon a Valuation Firm, then the Indemnitee and the Indemnifying Party shall each select an independent valuation firm of national standing, and the two (2) valuation firms so selected shall select a third (3rd) independent valuation firm of national standing to act as the Valuation FirmSections 8.01(a) and (y) any other dispute (including as to whether a Loss exists) shall be resolved in accordance with Section 9.11. The determination of the dispute by the Valuation Firm shall be final and binding on the Parties hereto, except in the case of manifest error or fraud. The costs of the Valuation Firm shall be allocated between the Indemnitee and the Indemnifying Party by the Valuation Firm in proportion to the extent that either of the Indemnitee or the Indemnifying Party did not prevail on the amount of the disputed Loss as submitted to the Valuation Firm. If the Indemnifying Party agrees to the payment of the Loss (subject to any limitations set forth in this Article VIII that apply to such Loss) within the 30-day period described above, then it shall, within ten (10) Business Days after such agreement, pay to the Indemnitee the amount of the Loss that is payable pursuant to, and subject to the limitations set forth in, this Article VIII8.01(c).

Claims Notice. (a) Except with respect to Third Party Claims covered by Section 8.4(b6.4(b), any Buyer Indemnitee, Digital Colony Indemnitee or other indemnified party who is entitled to, and wishes to, make a claim for indemnification for a Loss pursuant to Section 8.2 6.2 (an “Indemnitee”) LA_LAN01:362972.20 shall give written notice to each Person from whom such indemnification is being claimed (an “Indemnifying Party”) promptly after it acquires knowledge of the fact, event or circumstances giving rise to the claim for the Loss. The failure to make timely delivery of such notice shall not affect the Indemnifying Party’s obligations hereunder, except to the extent such Indemnifying Party is actually materially prejudiced by failure to give such notice. Together with such written notice, the Indemnitee shall provide the Indemnifying Party with such material information and documents as the Indemnitee has in its possession regarding such claim and all material pertinent information in its possession regarding the amount of the Loss that it asserts it has sustained or incurred, including any limitations in this Article VIII VI that apply to such Loss. The Indemnifying Party shall have a period of thirty (30) days after receipt by the Indemnifying Party of such notice and such evidence to agree to the payment of the Loss to the Indemnitee, subject to such limitations. If the Indemnifying Party does not agree to the payment of the Loss within such 30-day period, then the Indemnifying Party shall be deemed not to have accepted the Loss and the Parties shall negotiate in good faith to seek a resolution of such dispute within fifteen (15) days thereafter. If the dispute is not resolved through such negotiations, then (x) any dispute as to the value of the Loss (if the Indemnifying Party has agreed in writing that such a Loss exists) will be resolved by an independent valuation firm of national standing (the “Valuation Firm”) jointly selected by the Indemnitee and the Indemnifying Party (and, if the Parties are unable to agree upon a Valuation Firm, then the Indemnitee and the Indemnifying Party shall each select an independent valuation firm of national standing, and the two (2) valuation firms so selected shall select a third (3rd) independent valuation firm of national standing to act as the Valuation Firm) and (y) any other dispute (including as to whether a Loss exists) shall be resolved in accordance with Section 9.117.11. The determination of the dispute by the Valuation Firm shall be final and binding on the Parties hereto, except in the case of manifest error or fraud. The costs of the Valuation Firm shall be allocated between the Indemnitee and the Indemnifying Party by the Valuation Firm in proportion to the extent that either of the Indemnitee or the Indemnifying Party did not prevail on the amount of the disputed Loss as submitted to the Valuation Firm. If the Indemnifying Party agrees to the payment of the Loss (subject to any limitations set forth in this Article VIII VI that apply to such Loss) within the 30-day period described above, then it shall, within ten (10) Business Days after such agreement, pay to the Indemnitee the amount of the Loss that is payable pursuant to, and subject to the limitations set forth in, this Article VIIIVI.

Claims Notice. (a) Except with respect to Third Party Claims covered by Section 8.4(b), Whenever any Buyer Indemnitee, Digital Colony Indemnitee or other indemnified party who is entitled to, and wishes to, make a claim shall arise for indemnification for a Loss pursuant to Section 8.2 hereunder, the person seeking indemnification (an the “IndemniteeIndemnified Party”) LA_LAN01:362972.20 shall give written notice to each Person promptly notify the party from whom such indemnification is being claimed sought in writing (an the “Indemnifying Party”) promptly after it acquires knowledge of the factclaim (“Claim Notice”) and, event when known, the facts constituting the basis for such claim, including, if known, the amount or circumstances giving rise to an estimate of the claim for amount of the Lossliability arising therefrom. The failure of the Indemnified Party to make timely delivery of such give the Indemnifying Party prompt notice as provided herein shall not affect relieve the Indemnifying Party’s Party of any of its obligations hereunderunder this Section 9, except to the extent such that the Indemnifying Party is actually materially prejudiced by failure to give such notice. Together with such written notice, the Indemnitee shall provide the Indemnifying Party with such material information and documents as the Indemnitee has in its possession regarding such claim and all material pertinent information in its possession regarding the amount of the Loss that it asserts it has sustained or incurred, including any limitations in this Article VIII that apply to such Lossfailure. The Indemnifying Party shall have a period of thirty (30) days after receipt of such notice to undertake, conduct and control, through counsel of its own choosing (but reasonably satisfactory to the Indemnified Party) and at its own expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with it in connection therewith; provided, that the Indemnified Party may participate in such settlement or defense through counsel chosen by such Indemnified Party and the fees and expenses of such counsel shall be borne by such Indemnified Party unless the employment thereof has been specifically authorized by the Indemnifying Party in writing, the Indemnified Party reasonably concludes that there exists a conflict of interest between the interests of the Indemnified Party and the Indemnifying Party, or the Indemnifying Party has after a reasonable time failed to employ counsel to assume or to continue to maintain such defense, in each of which events the Indemnified Party may retain counsel which shall be reasonably satisfactory to the Indemnifying Party, and the Indemnifying Party shall pay the reasonable fees and expenses of such notice counsel for the Indemnified Party (but in no event shall the Indemnifying Party be obligated to pay fees and expenses of more than one firm for all Indemnified Parties). So long as the Indemnifying Party is reasonably contesting any such evidence to agree to claim in good faith, the payment Indemnified Party shall not pay or settle any such claim without the consent of the Loss to the Indemnitee, subject to such limitationsIndemnifying Party. If the Indemnifying Party does not agree to notify the payment Indemnified Party within thirty (30) days after the receipt of the Loss within Indemnified Party’s notice of a claim of indemnity hereunder that it elects to undertake the defense thereof (or does not fulfill its commitment to undertake such 30-day perioddefense), then the Indemnified Party shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. The Indemnifying Party shall be deemed not to have accepted not, except with the Loss and the Parties shall negotiate in good faith to seek a resolution of such dispute within fifteen (15) days thereafter. If the dispute is not resolved through such negotiations, then (x) any dispute as to the value consent of the Loss (if Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the Indemnifying Party has agreed in writing that such a Loss exists) will be resolved by an independent valuation firm of national standing (the “Valuation Firm”) jointly selected giving by the Indemnitee and the Indemnifying Party person asserting such claim to all Indemnified Parties (andi.e., if the GENAERA Indemnified Parties are unable to agree upon a Valuation Firmor MACROCHEM Indemnified Parties, then the Indemnitee and the Indemnifying Party shall each select an independent valuation firm of national standing, and the two (2) valuation firms so selected shall select a third (3rd) independent valuation firm of national standing to act as the Valuation Firmcase may be) and (y) any other dispute (including as to whether a Loss exists) shall be resolved in accordance an unconditional release from all liability with Section 9.11. The determination of the dispute by the Valuation Firm shall be final and binding on the Parties hereto, except in the case of manifest error or fraud. The costs of the Valuation Firm shall be allocated between the Indemnitee and the Indemnifying Party by the Valuation Firm in proportion to the extent that either of the Indemnitee or the Indemnifying Party did not prevail on the amount of the disputed Loss as submitted to the Valuation Firm. If the Indemnifying Party agrees to the payment of the Loss (subject to any limitations set forth in this Article VIII that apply respect to such Loss) within claim. Notwithstanding the 30-day period described aboveforegoing, then it shallGENAERA shall have the right, within ten (10) Business Days after such agreementin its sole discretion and at its expense, pay to assume the Indemnitee investigation, defense and settlement of any claim involving the amount of the Loss that is payable pursuant to, and subject to the limitations set forth in, this Article VIIISubject IP.

Claims Notice. (a) Except with respect In the event that any Purchaser Indemnified Party or Seller Indemnified Party determines to Third Party Claims covered by Section 8.4(b), any Buyer Indemnitee, Digital Colony Indemnitee or other indemnified party who is entitled to, and wishes to, make assert a claim for indemnification for hereunder arising from, based on or relating to a claim or demand made, or an Action or investigation instituted, by any Person not either a party to this Agreement or an Affiliate of a party to this Agreement that may result in a Loss pursuant to Section 8.2 for which indemnification may be claimed under this Article X (an a “IndemniteeThird Party Claim”), such party seeking indemnification (the “Indemnified Party”) LA_LAN01:362972.20 shall shall, as promptly as practicable after making such determination, give written notice (a “Claims Notice”) to each Person from whom such indemnification is being claimed the other party (an the “Indemnifying Party”) promptly after it acquires knowledge of the fact, event or circumstances giving rise to the claim for the Loss). The failure to make timely delivery of such notice Such Claims Notice shall not affect the Indemnifying Party’s obligations hereunder, except specify in reasonable detail to the extent such practicable, based on then available information, the facts constituting the basis for, and a good faith estimate of the amount of, the claim asserted; provided, however, that the failure by any Indemnified Party to notify the Indemnifying Party as promptly as practicable shall not relieve the Indemnifying Party of its indemnification obligations except and only to the extent that the Indemnifying Party is actually materially prejudiced by failure to give such noticefailure. Together with such written notice, the Indemnitee shall provide the Indemnifying Party with such material information and documents as the Indemnitee has in its possession regarding such claim and all material pertinent information in its possession regarding the amount of the Loss that it asserts it has sustained or incurred, including any limitations in this Article VIII that apply to such Loss. The An Indemnifying Party shall have no obligation whatsoever to indemnify an Indemnified Party if a period of thirty (30) days after receipt Claims Notice containing the information specified above is not received by the Indemnifying Party of such notice and such evidence to agree prior to the payment termination of the Loss to the Indemniteeapplicable periods described in Section 9.1; provided, subject however, that if, prior to such limitations. If applicable date, a party hereto shall have notified the Indemnifying Party does not agree to the payment of the Loss within such 30-day period, then the Indemnifying Party shall be deemed not to have accepted the Loss and the Parties shall negotiate other party hereto in good faith in accordance with the requirements of this Section 10.2(a) of a claim for indemnification under this Article X (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to seek a resolution be subject to indemnification in accordance with this Article X notwithstanding the passing of any such dispute within fifteen applicable date. The parties acknowledge and agree that the indemnification claims under clauses (15) days thereafter. If the dispute is not resolved through such negotiations, then (x) any dispute as to the value of the Loss (if the Indemnifying Party has agreed in writing that such a Loss exists) will be resolved by an independent valuation firm of national standing (the “Valuation Firm”) jointly selected by the Indemnitee and the Indemnifying Party (and, if the Parties are unable to agree upon a Valuation Firm, then the Indemnitee and the Indemnifying Party shall each select an independent valuation firm of national standing, and the two (2) valuation firms so selected shall select a third (3rd) independent valuation firm of national standing to act as the Valuation Firmi) and (yiii) any other dispute of Section 10.1(a) and clauses (including as to whether a Loss existsi) and (iii) of Section 10.1(b) shall be resolved survive the Closing and continue in accordance with Section 9.11. The determination of perpetuity or until the dispute last date permitted by the Valuation Firm shall be final and binding on the Parties hereto, except in the case of manifest error or fraud. The costs of the Valuation Firm shall be allocated between the Indemnitee and the Indemnifying Party by the Valuation Firm in proportion to the extent that either of the Indemnitee or the Indemnifying Party did not prevail on the amount of the disputed Loss as submitted to the Valuation Firm. If the Indemnifying Party agrees to the payment of the Loss (subject to any limitations set forth in this Article VIII that apply to such Loss) within the 30-day period described above, then it shall, within ten (10) Business Days after such agreement, pay to the Indemnitee the amount of the Loss that is payable pursuant to, and subject to the limitations set forth in, this Article VIIIApplicable Law.

Claims Notice. Each party hereto (aan "Indemnified Party") Except with respect to Third Party Claims covered by Section 8.4(bshall, promptly upon becoming aware of any event or circumstance (an "Indemnifiable Event"), any Buyer Indemniteewhich, Digital Colony Indemnitee in his or other indemnified party who is entitled toits reasonable judgment, and wishes to, make a claim for indemnification for may result in a Loss pursuant to Section 8.2 for which the Indemnified Party could assert a right of indemnification against any other party (an “Indemnitee”or parties) LA_LAN01:362972.20 shall give written notice to each Person from whom such indemnification is being claimed hereto (an “the "Indemnifying Party”") promptly after it acquires knowledge under this Article 8, give notice thereof (the "Claims Notice") to the Indemnifying Party (but the obligations of the fact, event or circumstances giving rise to Indemnifying Party under this Article 8 shall not be impaired by the claim for the Loss. The Indemnified Party's failure to make timely delivery of give such notice shall not affect the Indemnifying Party’s obligations hereundernotice, except to the extent such Indemnifying Party is that said failure actually materially prejudiced by failure to give such notice. Together with such written notice, prejudices the Indemnitee shall provide rights of the Indemnifying Party). The Claims Notice shall describe the Indemnifiable Event in reasonable detail, shall indicate whether the Indemnifiable Event involves a "Third Party with such material information Claim" (defined below), and documents as the Indemnitee has in its possession regarding such claim and all material pertinent information in its possession regarding shall indicate the amount (estimated, if necessary) of the Loss that it asserts it has sustained been or incurredmay be suffered by the Indemnified Party. In such event, including any limitations in this Article VIII that apply to such Loss. The the Indemnifying Party shall have a period of thirty shall, within fifteen (3015) business days after receipt by of the Indemnifying Claims Notice, give notice to the Indemnified Party of such notice and such evidence whether he or it intends to agree to dispute the payment of claim described in the Loss to Claims Notice (the Indemnitee, subject to such limitations"Response Notice"). If the Indemnifying Party does timely disputes the Claims Notice as provided above, the Indemnified Party shall, for a period of not agree to the payment of the Loss within such 30-day period, then the Indemnifying Party shall be deemed not to have accepted the Loss and the Parties shall negotiate in good faith to seek a resolution of such dispute within more than fifteen (15) business days thereafter. If after receipt of the Response Notice (or less, if the nature of the Indemnifiable Event so requires), seek out a negotiated settlement of the dispute is not resolved through such with the Indemnifying Party and shall refrain during that period from commencing any judicial proceeding or other action to enforce this Article 8. If, despite their good faith negotiations, then the parties are unable to resolve the dispute within the aforesaid period (x) any dispute as to the value of the Loss (or if the Indemnifying Party has agreed in writing that such a Loss exists) will be resolved by an independent valuation firm of national standing (fails to timely give the “Valuation Firm”) jointly selected by Response Notice), the Indemnitee and the Indemnifying Party (and, if the Parties are unable to agree upon a Valuation Firm, then the Indemnitee and the Indemnifying Indemnified Party shall each select an independent valuation firm be free to exercise all rights and remedies available to him or it hereunder, at law in equity or otherwise to enforce his or its rights under this Article 8. As used herein, "Third Party Claim" means any demand, claim or circumstance which, with the lapse of national standingtime or otherwise, and would give rise to a claim or the two commencement (2or threatened commencement) valuation firms so selected shall select a third (3rd) independent valuation firm of national standing to act as any action, proceeding or investigation against the Valuation Firm) and (y) Indemnified Party by any other dispute (including as to whether a Loss exists) shall be resolved in accordance with Section 9.11. The determination of the dispute by the Valuation Firm shall be final and binding on the Parties hereto, except in the case of manifest error or fraud. The costs of the Valuation Firm shall be allocated between the Indemnitee and the Indemnifying Party by the Valuation Firm in proportion to the extent that either of the Indemnitee or the Indemnifying Party did not prevail on the amount of the disputed Loss as submitted to the Valuation Firm. If the Indemnifying Party agrees to the payment of the Loss (subject to any limitations set forth in this Article VIII that apply to such Loss) within the 30-day period described above, then it shall, within ten (10) Business Days after such agreement, pay to the Indemnitee the amount of the Loss that is payable pursuant to, and subject to the limitations set forth in, this Article VIIIperson.

Claims Notice. (a) Except with respect Any claim for indemnification that Newco wishes to Third Party Claims covered assert hereunder shall be asserted by Section 8.4(b)Purchaser on behalf of Newco. In the event that either Purchaser, any Buyer Indemnitee, Digital Colony Indemnitee Newco or other indemnified party who is entitled to, and Seller wishes to, make to assert a claim for indemnification for a Loss pursuant to Section 8.2 hereunder, such party seeking indemnification (an “Indemnitee”the "Indemnified Party") LA_LAN01:362972.20 shall give deliver written notice (a "Claims Notice") to each Person from whom such indemnification is being claimed the other party (an “the "Indemnifying Party”") promptly after it acquires knowledge of the fact, event or circumstances giving rise to the claim for the Loss. The failure to make timely delivery of such notice shall not affect the Indemnifying Party’s obligations hereunder, except to the extent such Indemnifying Party is actually materially prejudiced by failure to give such notice. Together with such written notice, the Indemnitee shall provide the Indemnifying Party with such material information and documents as the Indemnitee has in its possession regarding such claim and all material pertinent information in its possession regarding the amount of the Loss that it asserts it has sustained or incurred, including any limitations in this Article VIII that apply to such Loss. The Indemnifying Party shall have a period of thirty (30) days after receipt by the Indemnifying Party of such notice and such evidence to agree to the payment of the Loss to the Indemnitee, subject to such limitations. If the Indemnifying Party does not agree to the payment of the Loss within such 30-day period, then the Indemnifying Party shall be deemed not to have accepted the Loss and the Parties shall negotiate in good faith to seek a resolution of such dispute within fifteen (15) days thereafter. If the dispute is not resolved through such negotiations, then (x) any dispute as to the value of the Loss (if the Indemnifying Party has agreed in writing that such a Loss exists) will be resolved by an independent valuation firm of national standing (the “Valuation Firm”) jointly selected by the Indemnitee and the Indemnifying Party (and, if the Parties are unable to agree upon a Valuation Firm, then the Indemnitee and the Indemnifying Party shall each select an independent valuation firm of national standing, and the two (2) valuation firms so selected shall select a third (3rd) independent valuation firm of national standing to act as the Valuation Firm) and (y) any other dispute (including as to whether a Loss exists) shall be resolved in accordance with Section 9.11. The determination of the dispute by the Valuation Firm shall be final and binding on the Parties hereto, except in the case of manifest error or fraud. The costs of the Valuation Firm shall be allocated between the Indemnitee and the Indemnifying Party by the Valuation Firm in proportion to the extent that either of the Indemnitee or the Indemnifying Party did not prevail on the amount of the disputed Loss as submitted to the Valuation Firm. If the Indemnifying Party agrees to the payment of the Loss (subject to any limitations set forth in this Article VIII that apply to such Loss) within the 30-day period described above, then it shall, within no later than ten (10) Business Days after such agreement, pay claim becomes known to the Indemnitee Indemnified Party, specifying the facts constituting the basis for, and the amount (if known) of, the claim asserted. Failure to deliver a Claims Notice with respect to a claim in a timely manner as specified in the preceding sentence shall not be deemed a waiver of the Indemnified Party's right to indemnification hereunder for Losses in connection with such claim, but the amount of reimbursement to which the Loss that Indemnified Party is payable pursuant toentitled shall be reduced by the amount, and subject if any, by which the Indemnified Party's Losses would have been less had such Claims Notice been timely delivered; PROVIDED, HOWEVER, that, notwithstanding the foregoing, the failure to deliver a Claims Notice with respect to a claim within twenty (20) Business Days of the limitations set forth in, this Article VIIIIndemnified Party's receipt of written notice of such claim shall be deemed a waiver of the Indemnified Party's right to indemnification hereunder for Losses in connection with such claim.

Claims Notice. Each party hereto (aan "Indemnified Party") Except with respect to Third Party Claims covered by Section 8.4(b)shall, promptly upon becoming aware of any Buyer Indemniteeevent or circumstance (an "Indemnifiable Event") which, Digital Colony Indemnitee in his, her or other indemnified party who is entitled toits reasonable judgment, and wishes to, make a claim for indemnification for may result in a Loss pursuant to Section 8.2 for which the Indemnified Party could assert a right of indemnification against any other party (an “Indemnitee”or parties) LA_LAN01:362972.20 shall give written notice to each Person from whom such indemnification is being claimed hereto (an “the "Indemnifying Party”") promptly after it acquires knowledge under this Article 6, give notice thereof (the "Claims Notice") to the Indemnifying Party (but the obligations of the fact, event or circumstances giving rise to Indemnifying Party under this Article 9 shall not be impaired by the claim for the Loss. The Indemnified Party's failure to make timely delivery of give such notice shall not affect the Indemnifying Party’s obligations hereundernotice, except to the extent such Indemnifying Party is that said failure actually materially prejudiced by failure to give such notice. Together with such written notice, prejudices the Indemnitee shall provide rights of the Indemnifying Party). The Claims Notice shall describe the Indemnifiable Event in reasonable detail, shall indicate whether the Indemnifiable Event involves a "Third Party with such material information Claim" (defined below), and documents as the Indemnitee has in its possession regarding such claim and all material pertinent information in its possession regarding shall indicate the amount (estimated, if necessary) of the Loss that it asserts it has sustained been or incurredmay be suffered by the Indemnified Party. In such event, including any limitations in this Article VIII that apply to such Loss. The the Indemnifying Party shall have a period of thirty shall, within fifteen (3015) business days after receipt by of the Indemnifying Claims Notice, give notice to the Indemnified Party of such notice and such evidence whether he or it intends to agree to dispute the payment of claim described in the Loss to Claims Notice (the Indemnitee, subject to such limitations"Response Notice"). If the Indemnifying Party does timely disputes the Claims Notice as provided above, the Indemnified Party shall, for a period of not agree to the payment of the Loss within such 30-day period, then the Indemnifying Party shall be deemed not to have accepted the Loss and the Parties shall negotiate in good faith to seek a resolution of such dispute within more than fifteen (15) business days thereafter. If after receipt of the Response Notice (or less, if the nature of the Indemnifiable Event so requires), seek out a negotiated settlement of the dispute is not resolved through such with the Indemnifying Party and shall refrain during that period from commencing any judicial proceeding or other action to enforce this Article 6. If, despite their good faith negotiations, then the parties are unable to resolve the dispute within the aforesaid period (x) any dispute as to the value of the Loss (or if the Indemnifying Party has agreed in writing that such a Loss exists) will be resolved by an independent valuation firm of national standing (fails to timely give the “Valuation Firm”) jointly selected by Response Notice), the Indemnitee and the Indemnifying Party (and, if the Parties are unable to agree upon a Valuation Firm, then the Indemnitee and the Indemnifying Indemnified Party shall each select an independent valuation firm be free to exercise all rights and remedies available to him or it hereunder, at law in equity or otherwise to enforce his or its rights under this Article 6. As used herein, "Third Party Claim" means any demand, claim or circumstance which, with the lapse of national standingtime or otherwise, and would give rise to a claim or the two commencement (2or threatened commencement) valuation firms so selected shall select a third (3rd) independent valuation firm of national standing to act as any action, proceeding or investigation against the Valuation Firm) and (y) Indemnified Party by any other dispute (including as to whether a Loss exists) shall be resolved in accordance with Section 9.11. The determination of the dispute by the Valuation Firm shall be final and binding on the Parties hereto, except in the case of manifest error or fraud. The costs of the Valuation Firm shall be allocated between the Indemnitee and the Indemnifying Party by the Valuation Firm in proportion to the extent that either of the Indemnitee or the Indemnifying Party did not prevail on the amount of the disputed Loss as submitted to the Valuation Firm. If the Indemnifying Party agrees to the payment of the Loss (subject to any limitations set forth in this Article VIII that apply to such Loss) within the 30-day period described above, then it shall, within ten (10) Business Days after such agreement, pay to the Indemnitee the amount of the Loss that is payable pursuant to, and subject to the limitations set forth in, this Article VIIIperson.

Claims Notice. Each party hereto (aan "Indemnified Party") Except with respect to Third Party Claims covered by Section 8.4(b)shall, promptly upon becoming aware of any Buyer Indemniteeevent or circumstance (an "Indemnifiable Event") which, Digital Colony Indemnitee in his or other indemnified party who is entitled toits reasonable judgment, and wishes to, make a claim for indemnification for may result in a Loss pursuant to Section 8.2 for which the Indemnified Party could assert a right of indemnification against any other party (an “Indemnitee”or parties) LA_LAN01:362972.20 shall give written notice to each Person from whom such indemnification is being claimed hereto (an “the "Indemnifying Party”") promptly after it acquires knowledge under this Article 8, give notice thereof (the "Claims Notice") to the Indemnifying Party (but the obligations of the fact, event or circumstances giving rise to Indemnifying Party under this Article 8 shall not be impaired by the claim for the Loss. The Indemnified Party's failure to make timely delivery of give such notice shall not affect the Indemnifying Party’s obligations hereundernotice, except to the extent such Indemnifying Party is that said failure actually materially prejudiced by failure to give such notice. Together with such written notice, prejudices the Indemnitee shall provide rights of the Indemnifying Party). The Claims Notice shall describe the Indemnifiable Event in reasonable detail, shall indicate whether the Indemnifiable Event involves a "Third Party with such material information Claim" (defined below), and documents as the Indemnitee has in its possession regarding such claim and all material pertinent information in its possession regarding shall indicate the amount (estimated, if necessary) of the Loss that it asserts it has sustained been or incurredmay be suffered by the Indemnified Party. In such event, including any limitations in this Article VIII that apply to such Loss. The the Indemnifying Party shall have a period of thirty shall, within fifteen (3015) business days after receipt by of the Indemnifying Claims Notice, give notice to the Indemnified Party of such notice and such evidence whether he or it intends to agree to dispute the payment of claim described in the Loss to Claims Notice (the Indemnitee, subject to such limitations"Response Notice"). If the Indemnifying Party does timely disputes the Claims Notice as provided above, the Indemnified Party shall, for a period of not agree to the payment of the Loss within such 30-day period, then the Indemnifying Party shall be deemed not to have accepted the Loss and the Parties shall negotiate in good faith to seek a resolution of such dispute within more than fifteen (15) business days thereafter. If after receipt of the Response Notice (or less, if the nature of the Indemnifiable Event so requires), seek out a negotiated settlement of the dispute is not resolved through such negotiations, then (x) any dispute as to the value of the Loss (if with the Indemnifying Party has agreed in writing and shall refrain during that such a Loss exists) will be resolved by an independent valuation firm of national standing (the “Valuation Firm”) jointly selected by the Indemnitee and the Indemnifying Party (and, if the Parties are unable period from commencing any judicial proceeding or other action to agree upon a Valuation Firm, then the Indemnitee and the Indemnifying Party shall each select an independent valuation firm of national standing, and the two (2) valuation firms so selected shall select a third (3rd) independent valuation firm of national standing to act as the Valuation Firm) and (y) any other dispute (including as to whether a Loss exists) shall be resolved in accordance with Section 9.11. The determination of the dispute by the Valuation Firm shall be final and binding on the Parties hereto, except in the case of manifest error or fraud. The costs of the Valuation Firm shall be allocated between the Indemnitee and the Indemnifying Party by the Valuation Firm in proportion to the extent that either of the Indemnitee or the Indemnifying Party did not prevail on the amount of the disputed Loss as submitted to the Valuation Firm. If the Indemnifying Party agrees to the payment of the Loss (subject to any limitations set forth in enforce this Article VIII that apply to such Loss) within the 30-day period described above8. If, then it shalldespite their good faith negotiations, within ten (10) Business Days after such agreement, pay to the Indemnitee the amount of the Loss that is payable pursuant to, and subject to the limitations set forth in, this Article VIII.the

Claims Notice. Each party hereto (aan "Indemnified Party") Except with respect to Third Party Claims covered by Section 8.4(b)shall, promptly upon becoming aware of any Buyer Indemniteeevent or circumstance (an "Indemnifiable Event") which, Digital Colony Indemnitee in his, her or other indemnified party who is entitled toits reasonable judgment, and wishes to, make a claim for indemnification for may result in a Loss pursuant to Section 8.2 for which the Indemnified Party could assert a right of indemnification against any other party (an “Indemnitee”or parties) LA_LAN01:362972.20 shall give written notice to each Person from whom such indemnification is being claimed hereto (an “the "Indemnifying Party”") promptly after it acquires knowledge under this Article 9, give notice thereof (the "Claims Notice") to the Indemnifying Party (but the obligations of the fact, event or circumstances giving rise to Indemnifying Party under this Article 9 shall not be impaired by the claim for the Loss. The Indemnified Party's failure to make timely delivery of give such notice shall not affect the Indemnifying Party’s obligations hereundernotice, except to the extent such Indemnifying Party is that said failure actually materially prejudiced by failure to give such notice. Together with such written notice, prejudices the Indemnitee shall provide rights of the Indemnifying Party). The Claims Notice shall describe the Indemnifiable Event in reasonable detail, shall indicate whether the Indemnifiable Event involves a "Third Party with such material information Claim" (defined below), and documents as the Indemnitee has in its possession regarding such claim and all material pertinent information in its possession regarding shall indicate the amount (estimated, if necessary) of the Loss that it asserts it has sustained been or incurredmay be suffered by the Indemnified Party. In such event, including any limitations in this Article VIII that apply to such Loss. The the Indemnifying Party shall have a period of thirty shall, within fifteen (3015) business days after receipt by of the Indemnifying Claims Notice, give notice to the Indemnified Party of such notice and such evidence whether he or it intends to agree to dispute the payment of claim described in the Loss to Claims Notice (the Indemnitee, subject to such limitations"Response Notice"). If the Indemnifying Party does timely disputes the Claims Notice as provided above, the Indemnified Party shall, for a period of not agree to the payment of the Loss within such 30-day period, then the Indemnifying Party shall be deemed not to have accepted the Loss and the Parties shall negotiate in good faith to seek a resolution of such dispute within more than fifteen (15) business days thereafter. If after receipt of the Response Notice (or less, if the nature of the Indemnifiable Event so requires), seek out a negotiated settlement of the dispute is not resolved through such negotiations, then (x) any dispute as to the value of the Loss (if with the Indemnifying Party has agreed in writing that such a Loss exists) will be resolved by an independent valuation firm of national standing (the “Valuation Firm”) jointly selected by the Indemnitee and the Indemnifying Party (and, if the Parties are unable to agree upon a Valuation Firm, then the Indemnitee and the Indemnifying Party shall each select an independent valuation firm of national standing, and the two (2) valuation firms so selected shall select a third (3rd) independent valuation firm of national standing to act as the Valuation Firm) and (y) any other dispute (including as to whether a Loss exists) shall be resolved in accordance with Section 9.11. The determination of the dispute by the Valuation Firm shall be final and binding on the Parties hereto, except in the case of manifest error or fraud. The costs of the Valuation Firm shall be allocated between the Indemnitee and the Indemnifying Party by the Valuation Firm in proportion to the extent that either of the Indemnitee or the Indemnifying Party did not prevail on the amount of the disputed Loss as submitted to the Valuation Firm. If the Indemnifying Party agrees to the payment of the Loss (subject to any limitations set forth in this Article VIII that apply to such Loss) within the 30-day period described above, then it shall, within ten (10) Business Days after such agreement, pay to the Indemnitee the amount of the Loss that is payable pursuant to, and subject to the limitations set forth in, this Article VIII.

Claims Notice. (a) Except with respect In the event that any Purchaser Indemnified Party or Seller Indemnified Party forms an intention to Third Party Claims covered by Section 8.4(b), any Buyer Indemnitee, Digital Colony Indemnitee or other indemnified party who is entitled to, and wishes to, make assert a claim for indemnification for hereunder arising from a claim or demand made, or an Action or investigation instituted, by any Person not either a party to this Agreement or an Affiliate of a party to this Agreement that may result in a Loss pursuant to Section 8.2 for which indemnification may be claimed under this ARTICLE X (an a “IndemniteeThird Party Claim”), such party seeking indemnification (the “Indemnified Party”) LA_LAN01:362972.20 shall shall, as promptly as practicable after forming such intention, give written notice (a “Claims Notice”) to each Person from whom such indemnification is being claimed the other party (an the “Indemnifying Party”) promptly after it acquires knowledge of ). Such Claims Notice shall specify in detail the factfacts constituting the basis for, event or circumstances giving rise to and the amount of, the claim for the Lossasserted. The failure by any Indemnified Party to make timely delivery of such notice shall not affect notify the Indemnifying Party’s Party as promptly as practicable shall relieve the Indemnifying Party of its indemnification obligations hereunder, except and only to the extent such failure or other actions taken by the Indemnified Party shall actually prejudice an Indemnifying Party is actually materially prejudiced by failure to give such notice. Together with such written noticeParty; provided, the Indemnitee shall provide the Indemnifying Party with such material information and documents as the Indemnitee has in its possession regarding such claim and all material pertinent information in its possession regarding the amount of the Loss however, that it asserts it has sustained or incurred, including any limitations in this Article VIII that apply to such Loss. The an Indemnifying Party shall have no obligation whatsoever to indemnify an Indemnified Party if a period of thirty (30) days after receipt Claims Notice containing the information specified above is not received by the Indemnifying Party of such notice and such evidence to agree prior to the payment termination of the Loss to the Indemnitee, subject to such limitations. If the Indemnifying Party does not agree to the payment of the Loss within such 30-day period, then the Indemnifying Party shall be deemed not to have accepted the Loss and the Parties shall negotiate applicable periods described in good faith to seek a resolution of such dispute within fifteen (15) days thereafter. If the dispute is not resolved through such negotiations, then (x) any dispute as to the value of the Loss (if the Indemnifying Party has agreed in writing that such a Loss exists) will be resolved by an independent valuation firm of national standing (the “Valuation Firm”) jointly selected by the Indemnitee and the Indemnifying Party (and, if the Parties are unable to agree upon a Valuation Firm, then the Indemnitee and the Indemnifying Party shall each select an independent valuation firm of national standing, and the two (2) valuation firms so selected shall select a third (3rd) independent valuation firm of national standing to act as the Valuation Firm) and (y) any other dispute (including as to whether a Loss exists) shall be resolved in accordance with Section 9.11. The determination of the dispute by the Valuation Firm shall be final and binding on the Parties hereto, except in the case of manifest error or fraud. The costs of the Valuation Firm shall be allocated between the Indemnitee and the Indemnifying Party by the Valuation Firm in proportion to the extent that either of the Indemnitee or the Indemnifying Party did not prevail on the amount of the disputed Loss as submitted to the Valuation Firm. If the Indemnifying Party agrees to the payment of the Loss (subject to any limitations set forth in this Article VIII that apply to such Loss) within the 30-day period described above, then it shall, within ten (10) Business Days after such agreement, pay to the Indemnitee the amount of the Loss that is payable pursuant to, and subject to the limitations set forth in, this Article VIII9.1.

Claims Notice. (a) Except with respect to Third Party Claims covered by Section 8.4(b7.4(b), any Buyer Indemnitee, Digital Colony Indemnitee or other indemnified party Seller Indemnitee who is entitled to, and wishes to, make a claim for indemnification for a Loss pursuant to Section 8.2 7.2 (an “Indemnitee”) LA_LAN01:362972.20 shall give written notice to each Person from whom such indemnification is being claimed (an “Indemnifying Party”) promptly and, if a Buyer Indemnitee is such Indemnitee, to the Escrow Agent in accordance with the Escrow Agreement, promptly, and in any event no later than five (5) Business Days, after it acquires knowledge of the fact, event or circumstances giving rise to the claim for the Loss. The failure to make timely delivery of such written notice shall not affect the Indemnifying Party’s obligations hereunder, except to the extent such Indemnifying Party is actually materially prejudiced by failure to give such notice. Together with such written notice, the Indemnitee shall provide the Indemnifying Party with such material information and documents as the Indemnitee has in its possession regarding such claim and all material pertinent information in its possession regarding the amount of the Loss that it asserts it has sustained or incurred, including incurred and any limitations set forth in this Article VIII VII that apply to such Loss. The Indemnifying Party shall have a period of thirty (30) days after receipt by the Indemnifying Party of such notice and such evidence to agree to the payment of the Loss to the Indemnitee, subject to such limitations. If the Indemnifying Party does not agree to the payment of the Loss within such 30-day thirty (30)-day period, then the Indemnifying Party shall simultaneously deliver a notice to the Indemnified Party and, if a Seller is such Indemnifying Party, to the Escrow Agent in accordance with the Escrow Agreement, and the Indemnifying Party shall be deemed not to have accepted the Loss and the Parties parties shall negotiate in good faith to seek a resolution of such dispute within fifteen (15) days thereafter. If the dispute is not resolved through such negotiations, then (x) any dispute as to the value of the Loss (if the Indemnifying Party has agreed in writing that such a Loss exists) will be resolved by an independent valuation firm of national standing (the “Valuation Firm”) jointly selected by the Indemnitee and the Indemnifying Party (and, if the Parties are unable to agree upon a Valuation Firm, then the Indemnitee and the Indemnifying Party shall each select an independent valuation firm of national standing, and the two (2) valuation firms so selected shall select a third (3rd) independent valuation firm of national standing to act as the Valuation Firm) and (y) any other dispute (including as to whether a Loss exists) shall be resolved in accordance with Section 9.11. The determination of the dispute by the Valuation Firm shall be final and binding on the Parties hereto, except in the case of manifest error or fraud. The costs of the Valuation Firm shall be allocated between the Indemnitee and the Indemnifying Party by the Valuation Firm in proportion to the extent that either of the Indemnitee or the Indemnifying Party did not prevail on the amount of the disputed Loss as submitted to the Valuation Firm10.11. If the Indemnifying Party agrees to the payment of the Loss (subject to any limitations set forth in this Article VIII VII that apply to such Loss) within the 30-day thirty (30)-day period described above, then it shall, within ten (10) Business Days after such agreement, pay to the Indemnitee the amount of the Loss that is payable pursuant to, and subject to the limitations set forth in, this Article VIIIVII.