Common use of Direct Claims Clause in Contracts

Direct Claims. Any Action by an Indemnified Party on account of a Loss which does not result from a Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving 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 Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Action claim by an Indemnified Party on account of a Loss which does not result from or involve a Third-Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving by providing prompt written notice thereof to 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 Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof detail and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-day period, the Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall reasonably assist the Indemnifying Party’s investigation. If the Indemnifying Party does not so respond within such thirty (30) day 30)-day period, the Indemnifying Party shall be deemed to have rejected accepted such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Action claim by an Indemnified Party on account of a Loss which does not result from a Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving 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 Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses or is otherwise prejudiced by reason of such failure. Such notice by the Indemnified Party shall shall, to the extent practicable, describe the Direct Claim in reasonable specific detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, amount of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) 30 days after its receipt of such notice to respond in writing to such Direct Claim. If the Indemnifying Party does not so respond within During such thirty (30) -day period, the Indemnified Party shall reasonably cooperate to allow the Indemnifying Party shall be deemed and its professional advisors to have rejected such claiminvestigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in which case respect of the Direct Claim, and the Indemnified Party shall be free to pursue assist the Indemnifying Party’s investigation by giving such remedies as may be available information and assistance (including access to the Indemnified Company’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party on the terms and subject to the provisions or any of this Agreementits professional advisors may reasonably request.

Direct Claims. Any Action claim under this Article IX by an Indemnified Party on account of for indemnification other than indemnification against a Loss which does not result from a Third-Third Party Claim (a “Direct Claim”) shall will be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, but which notice shall specify the provision or provisions of this Agreement that have been breached by the Indemnifying Party, the facts reasonably available constituting the basis for such claim and the amount of Losses incurred by the Indemnified Party to the extent reasonably ascertainable (each such notice given in any event not later than accordance with the foregoing, a “Claim Notice”). The Indemnifying Party will have a period of thirty (30) calendar days after the Indemnified Party becomes aware following receipt of a Claim Notice within which to satisfy such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct ClaimClaims. If the Indemnifying Party does not so respond satisfy such Direct Claim within such thirty (30) calendar day period, the Indemnifying Party shall will be deemed to have rejected disputed such claim. In the event the Indemnifying Party disputes a Direct Claim, in which case the Indemnifying Party and the Indemnified Party shall attempt to resolve their differences regarding the Direct Claim in good faith. If the dispute regarding such Direct Claim has not been resolved within 15 days following receipt by the Indemnifying Party of the Claim Notice, then the Indemnified Party will be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of under this AgreementArticle IX.

Direct Claims. Any Action claim by an Indemnified Party on account of a Loss which does not result from a Third-Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving 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 Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30)-day period, the Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.46

Direct Claims. Any Action indemnification claim by an Indemnified Party on account of a Loss which does not result from a Third-Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party by giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) days after . Such written notice shall summarize the basis for the indemnification claim based on the information reasonably available at that time to the Indemnified Party becomes aware of such Direct ClaimParty. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except unless, and only then solely to the extent that that, the Indemnifying Party forfeits rights or defenses by reason of the Parties from whom indemnity is sought are materially prejudiced as a result of such failure. Such ; provided, however, that no such notice by shall have any effect or be valid if it is given following the Indemnified Party shall describe the Direct Claim end of any applicable survival period provided for in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified PartySection 7.2. The Indemnifying Party shall have thirty (30) 30 days after its receipt of such notice to respond in writing to such Direct Claimclaim. If the Indemnifying Party does not so respond within such thirty (30) 30 day period, the Indemnifying Party shall be deemed to have rejected accepted such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement and the Indemnifying Party shall promptly pay any amounts owed in accordance with the terms of this Agreement.

Direct Claims. Any Action by an Indemnified If either party (a "Non-Breaching Party") shall have a claim against the other party (a "Breaching Party") resulting from, relating to or arising out of any breach of the Breaching Party's representations, warranties, covenants or agreements in or under this Agreement, or the negligence, gross negligence or intentional misconduct or inaction of the Breaching Party on account or any of a Loss its Affiliates under this Agreement or IPA, and which does not result from involve a Third-Party Claim being brought or asserted by a third party (a “"Direct Claim”) "), then the Non-Breaching Party shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt promptly send written notice thereofthereof to the Breaching Party; provided, but in any event that failure to give prompt notification shall not later than affect the rights of the Breaching Party except to the extent the Non-Breaching Party shall have been actually prejudiced as a result of such failure. If the Breaching Party does not notify the Non-Breaching Party within thirty (30) days after from its receipt of the Indemnified Party becomes aware notice of the Direct Claim that it disputes such Direct Claim. The failure to give such prompt written notice shall not, however, relieve then the Indemnifying Party amount of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, be deemed an obligation of the Loss Breaching Party hereunder. If the Breaching Party notifies the Non-Breaching Party that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to it disputes such Direct Claim, then the matter will be resolved as set forth in Section 19. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party The substantially prevailing party in any dispute involving a Direct Claim shall be deemed entitled to have rejected such claimrecover its reasonable attorneys' fees and all reasonably related costs (including out of pocket expenses), in which case the Indemnified Party shall be free addition to pursue such any other remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreementat law or in equity.

Direct Claims. Any Action by (a) An Indemnified Party shall give the Indemnifying Party notice of any matter that an Indemnified Party on account has determined has given or could give rise to a right of indemnification under this Agreement (other than a Loss which does not result from a Third-Third Party Claim (a “Direct Claim”) which shall be asserted governed by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereofSection 4.05 or any U.K. Newspaper Matter, but in any event not later than which shall be governed by Section 4.06), within thirty (30) days after of such determination, stating the amount of the Indemnifiable Loss claimed, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnified Party becomes aware of such Direct Claim. The failure to give such prompt written notice shall notor arises; provided, however, relieve that the failure to provide such notice shall not release the Indemnifying Party from any of its indemnification obligations, obligations except and only solely to the extent that the Indemnifying Party forfeits rights or defenses by reason shall have been actually materially prejudiced as a result of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of If such notice to respond in writing to such Direct Claim. If the Indemnifying Party does not so respond in writing within such thirty (30) -day period, the such Indemnifying Party shall be deemed to have rejected agreed to accept responsibility to indemnify the Indemnified Party pursuant to the provisions of this Agreement. If such claimIndemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, in which case the such Indemnified Party shall be free to pursue such any and all remedies as may be available to the Indemnified such Party on the terms and subject to the provisions of as contemplated by this Agreement.

Direct Claims. Any Action by If any Buyer Indemnitee or any Seller Indemnitee (hereinafter an “Indemnified Party on account of Party”) shall claim to have suffered a Loss which does not result from a (other than with respect to any Third-Party Claim Claim) for which indemnification is available under Section 10.2 or Section 10.3, as the case may be (a “Direct Claim”) shall be asserted by the for purposes of this Section 10.5, regardless of whether such Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, but is entitled to receive a payment in any event not later than thirty (30) days after the Indemnified Party becomes aware respect of such Direct Claim. The failure to give such prompt written notice shall notclaim by virtue of the provisions of Section 10.4 hereof), however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall notify the party required to provide indemnification (hereinafter an “Indemnifying Party”) in writing of such claim. Such written notice shall describe the Direct Claim in reasonable detailfacts and circumstances giving rise to such Loss, shall include copies the basis upon which indemnity is being sought, the amount or estimated amount of all material written evidence thereof and shall indicate the estimated amountLoss, if known or reasonably practicableascertainable at the time such claim is made (or if not then reasonably ascertainable, the maximum amount of the Loss that has been or may be sustained such claim reasonably estimated by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt ), and the method of computation of such notice to respond in writing to such Direct Claim. If the Indemnifying Party does not so respond within such thirty (30) day periodLoss, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms all with reasonable particularity and subject containing a reference to the provisions of this AgreementAgreement in respect of which such Loss shall have occurred. Any dispute regarding the Indemnified Party’s entitlement to indemnification in connection with such claim shall be resolved by any legally available means consistent with the provisions of Section 13.8 herein or as otherwise agreed in writing between the Parties.

Direct Claims. Any Action by an Indemnified Party on account of A claim for indemnification for any matter not involving a Loss which does not result from a Third-Third Party Claim (a “Direct Claim”) shall may be asserted by the Indemnified Party giving notice to the Indemnifying Party reasonably prompt written notice thereofParty; provided, but in any event not later than thirty (30) days after however, the Indemnified Party becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve not release the Indemnifying Party of from its indemnification obligationsobligations under this ARTICLE IX, except and only provided written notice is given prior to the extent that expiration of the applicable survival period specified in Section 9.2 for the relevant representation, warranty, covenant, agreement, or obligation and the interests of the Indemnifying Party forfeits rights or defenses have not been prejudiced by reason of such the failure. Such notice by the Indemnified Party Indemnitee shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss Losses that has been or may be sustained by the Indemnified PartyIndemnitee. The Indemnifying Party shall have thirty twenty (3020) days Business Days after its receipt of such notice to respond in writing to such Direct Claim. If the Indemnifying Party does not so respond notify the Indemnitee within such thirty twenty (30) day period20)-Business Day period that the Indemnifying Party disputes its indemnity obligation to the Indemnitee for any Losses with respect to such claim, then the Indemnifying Party shall be deemed to have rejected accepted such claim. If the Indemnifying Party disputes the assertion of a claim, in which case then the Indemnified Party shall be free Parties covenant and agree to pursue use their commercially reasonable efforts to resolve their dispute with respect to such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreementclaim.

Direct Claims. Any Action by an If any Indemnified Party on account of has a Loss which claim against any Indemnifying Party under this Article 12 that does not result from involve a Third-Third Party Claim being asserted against such Indemnified Party (a “Direct Claim”) shall be asserted by the ), such Indemnified Party giving shall promptly deliver to the Indemnifying Party reasonably prompt a written notice thereof(a “Direct Claim Notice”) setting forth a description in reasonable detail of the nature of the Direct Claim, but in any event not later than thirty (30) days after the basis for the Indemnified Party becomes aware Party’s request for indemnification under this Agreement and a reasonable estimate (if calculable) of any Losses suffered with respect to such Direct Claim. The failure to give such prompt written notice shall not; provided, however, relieve that the failure to so transmit a Direct Claim Notice shall not affect the Indemnifying Party of its indemnification obligationsParty’s obligations under this Article 12, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason is materially prejudiced as a result of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. If the Indemnifying Party does disputes a Direct Claim, the Indemnified Party and the Indemnifying Party shall attempt to resolve in good faith such dispute within forty-five (45) days of the Indemnifying Party delivering written notice to the Indemnified Party of such dispute. If such dispute is not so respond resolved within such thirty forty-five (3045) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as then either party may be available initiate an Action with respect to the Indemnified Party on the terms subject matter of such dispute in accordance with, and subject to the provisions of this Agreementlimitations of, Article 13.

Direct Claims. Any Action claim by an Indemnified Party on account of a Loss Damages which does do not result from a Third-Third Party Claim (a “"Direct Claim”") shall be asserted by the Indemnified Party giving 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 Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss Damages that has have been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such 30-day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives a reasonable opportunity to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall use commercially reasonable efforts to assist the Indemnifying Party's investigation by giving such information and assistance (including access to the Indemnified Party's premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its Representatives may reasonably request. If the Indemnifying Party does not so respond within such thirty (30) -day period, the Indemnifying Party shall be deemed to have rejected accepted such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Action by If an Indemnified Party on account of wishes to make a claim for indemnification hereunder for a Loss which that does not result from a Third-Third Party Claim (a “Direct Claim”) shall be asserted by ), the Indemnified Party giving shall notify the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) days writing of such Direct Claim promptly after the Indemnified Party becomes aware first learning of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party amount or the estimated amount of its indemnification obligations, except and only Losses sought thereunder to the extent that then ascertainable (which estimate shall not be conclusive of the Indemnifying Party forfeits rights or defenses final Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by reason MeiraGTx Holdings plc amount of such failure. Such notice by Direct Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably extent practicable, of the Loss that has been or may be sustained by the Indemnified Partyany other material details pertaining thereto. The Indemnifying Party shall have a period of thirty (30) business days after its receipt of such notice within which to respond in writing to such Direct Claim. If the Indemnifying Party does not so respond within such thirty (30) business day periodperiod or rejects all or any part of the Direct Claim, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party Person shall be free to pursue seek enforcement of its rights to indemnification under this Agreement with respect to such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this AgreementDirect Claim.

Direct Claims. Any Action by If an Indemnified Party on account of wishes to make a Loss which does claim for indemnification hereunder for Adverse Consequences that do not result from a Third-Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving 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 Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe deliver to the Direct Claim Indemnifying Party a written notice which contains to the extent reasonably practicable based on then-available information (a) a description of the claim for indemnification in reasonable detail, shall include copies of all material written evidence thereof (b) a statement that the Indemnified Party is entitled to indemnification under this Article 7 and shall indicate the estimated amount, if reasonably practicable, an explanation of the Loss basis therefor, and (c) a demand for payment in the amount of such Adverse Consequences (or estimated amount if the amount of the claim is not yet determined, or a statement that has been or may the Adverse Consequences cannot yet be sustained by the Indemnified Partyestimated). The Indemnifying Party shall have a period of thirty (30) days after its receipt of such notice within which to respond in writing to such Direct Claim. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall will be deemed to have rejected such claimaccepted the Direct Claim. If the Indemnifying Party rejects all or any part of the Direct Claim, in which case the Indemnified Party shall be free to pursue seek enforcement of its rights to indemnification under this Agreement with respect to such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this AgreementDirect Claim.

Direct Claims. Any Action claim, action, cause of action, demand or Legal Proceeding by an Indemnified Party on account of a Loss which does not result from a Third-Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving 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 Direct Claim. The failure to give such prompt written notice (or to include any item required to be set forth thereon in accordance with the following sentence) shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party (a) forfeits rights or defenses by reason of such failure, or (b) is materially prejudiced by such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detaildetail (to the extent known), shall include copies of all material written evidence thereof to the extent reasonably available and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected accepted such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Action It is the intent of the parties hereto that all direct claims by an Indemnified Party on account against a party hereto (or an Affiliate thereof) not arising out of Third Party Claims shall be subject to and benefit from the terms of this Section 8.2. Any claim under this Section 8.2(d) by an Indemnified Party for indemnification other than indemnification against a Loss which does not result from a Third-Third Party Claim (a “Direct Claim”) shall will be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than and the Indemnifying Party will have a period of thirty (30) calendar days after within which to satisfy such Direct Claim, except for injunctive or equitable relief, which the Indemnified Party becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Partypursue at any time. The Indemnifying Party shall have only be deemed to reject such claim if it sends notice thereof to the Indemnified Party within such thirty (30) days after its receipt of calendar day period, in which event the Indemnified Party will be free to pursue such notice remedies as may be available to respond in writing to such Direct Claimthe Indemnified Party under this Section 8.2 or otherwise. If the Indemnifying Party does not so respond within such thirty (30) calendar day period, the Indemnifying Party shall will be deemed to have rejected accepted such claim, in which case event the Indemnified Indemnifying Party shall be free to pursue such remedies as may be available make payment to the Indemnified Party on the terms and subject therefor pursuant to the provisions of this AgreementSection 8.2(i).

Direct Claims. Any Action by If an Indemnified Party on account of wishes to make a claim for indemnification hereunder for a Loss which that does not result from a Third-Party Claim (a “Direct Claim”) shall be asserted by ), the Indemnified Party giving shall notify the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) days after the Indemnified Party becomes aware writing of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party amount or the estimated amount of its indemnification obligations, except and only damages sought thereunder to the extent that then ascertainable (which estimate shall not be conclusive of the Indemnifying Party forfeits rights or defenses by reason final amount of such failure. Such notice by Direct Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably extent practicable, of the Loss that has been or may be sustained by the Indemnified Partyany other material details pertaining thereto. The Indemnifying Party shall have thirty (30) a period of 30 days after its receipt of such notice within which to respond in writing to such Direct Claim. If In the event that the Indemnifying Party does not so respond deliver a response within such thirty (30) 30 day period, the Indemnifying Party shall be deemed to have rejected such claimaccepted the Direct Claim and agreed that the amount or estimated amount of Losses shall be promptly paid by the Indemnifying Party. If the Indemnifying Party rejects all or any part of the Direct Claim, in which case the Indemnified Party shall be free to pursue seek enforcement of its rights to indemnification under this Agreement with respect to such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this AgreementDirect Claim.

Direct Claims. Any Action claim by an Indemnified Party on account of a Loss which does not result from a Third-Party third party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereofthereof via Notice of Claim, but in any event not later than thirty (30) days after provided, however, that the failure of the Indemnified Party becomes aware of such Direct Claim. The failure to give such prompt written notice a Notice of Claim shall not, however, relieve the Indemnifying Party of its not limit or otherwise affect any right to indemnification obligations, hereunder except and only to the extent extent, if at all, that the Indemnifying Party forfeits rights shall demonstrate that he, she or defenses it was prejudiced by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. If the Indemnifying Party does not so respond within such thirty (30) day period, all Indemnifying Parties shall be conclusively deemed to have acknowledged the correctness of the claim or claims specified in the Notice of Claim for the full amount thereof. If the Indemnifying Party shall be deemed make timely objection to a claim or claims set forth in any Notice of Claim, and if such claim or claims shall not have rejected been resolved or compromised within sixty (60) days from the date of delivery of such claimobjection, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Action indemnification claim by an Indemnified Party on account of a Loss which does not result from a Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party by giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) days after . Such written notice shall summarize the basis for the indemnification claim based on the information reasonably available at that time to the Indemnified Party becomes aware of such Direct ClaimParty. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except unless, and only then solely to the extent that that, the Indemnifying Party forfeits rights or defenses by reason of the Parties from whom indemnity is sought are materially prejudiced as a result of such failure. Such ; provided, however, that no such notice by shall have any effect or be valid if it is given following the Indemnified Party shall describe the Direct Claim end of any applicable survival period provided for in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified PartySection 7.2. The Indemnifying Party shall have thirty (30) 30 days after its receipt of such notice to respond in writing to such Direct Claimclaim. If the Indemnifying Party does not so respond within such thirty (30) 30 day period, the Indemnifying Party shall be deemed to have rejected accepted such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement and the Indemnifying Party shall promptly pay any amounts owed in accordance with the terms of this Agreement.

Direct Claims. Any Action claim for Damages by an Indemnified Party on account of a Loss against an Indemnifying Party which does not result from a Third-Party Claim (a “Direct Claim”) shall will be asserted by the Indemnified Party giving the Indemnifying Party (or, in the case of the Member Indemnification Event, the Member Representative on behalf of and as representative of Members) reasonably prompt written notice thereofprompt, but in any event not later than thirty (30) days after the Indemnified Party becomes aware of such Direct Claim. The failure to give such prompt , in each case by written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only such Direct Claim to the extent that Member Representative (in the Indemnifying Party forfeits rights case of Buyer Indemnification Event) or defenses by reason to the High Tide (in the case of a Member Indemnification Event) (and such failureparty, the “Notice Party”). Such notice by the Indemnified Party shall will describe the Direct Claim in reasonable detail, shall will include copies of all material available material, written evidence thereof and shall will indicate the estimated amount, if reasonably practicable, of the Loss Damages that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall will have a period of thirty (30) days after its receipt of such notice thereof within which to respond in writing to such Direct Claim. If the Indemnifying Party does not so respond in writing within such the thirty (30) day period, the Indemnifying Party shall will be deemed to have rejected such claim, in which case the Direct Claim and Indemnified Party shall will be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Action claim for Damages by an Indemnified Party on account of a Loss against an Indemnifying Party which does not result from a Third-Party Claim (a “Direct Claim”) shall will be asserted by the Indemnified Party giving the Indemnifying Party (or, in the case of a Company Indemnification Event, the Shareholder Representative on behalf of and as representative of the Company Indemnifying Parties) reasonably prompt written notice thereofprompt, but in any event not later than thirty (30) days after the Indemnified Party becomes aware of such Direct Claim. The failure to give such prompt , in each case by written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only such Direct Claim to the extent that Shareholder Representative (in the Indemnifying Party forfeits rights case of Buyer Indemnification Event) or defenses by reason to the Parent (in the case of Company Indemnification Event) (and such failureparty, the “Notice Party”). Such notice by the Indemnified Party shall will describe the Direct Claim in reasonable detail, shall will include copies of all material available material, written evidence thereof and shall will indicate the estimated amount, if reasonably practicable, of the Loss Damages that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall will have a period of thirty (30) days after its receipt of such notice thereof within which to respond in writing to such Direct Claim. If the Indemnifying Party does not so respond in writing within such the thirty (30) day period, the Indemnifying Party shall will be deemed to have rejected such claim, in which case the Direct Claim and Indemnified Party shall will be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Action by an Indemnified Party on account of a Loss which does not result from a Third-Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) 30 days after the Indemnified Party becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such delay or failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) 30 days after its receipt of such notice to respond in writing to such Direct Claim. If the Indemnifying Party does not so respond within such thirty (30) 30 day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Action claim by an Indemnified Party on account of a Loss which does not result from or involve a Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving by providing prompt written notice thereof to 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 Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof detail and shall indicate the estimated amount, if reasonably practicable, of the Loss Losses that has have been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) 30 days after its receipt of such notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such 30-day period, the Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall reasonably assist the Indemnifying Party’s investigation. If the Indemnifying Party does not so respond within such thirty (30) -day period, the Indemnifying Party shall be deemed to have rejected accepted such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Action If any Claim Notice is in respect of any actual or potential Losses by an Indemnified Party on account of a Loss Losses which does do not result from a Third-Party Claim (a “Direct Claim”) shall be asserted by ), the Indemnified Party giving 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 Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice Claim Notice to respond in writing to such Direct Claim. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such thirty (30) -day period, the Indemnifying Party shall be deemed to have rejected such claimDirect Claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Action claim by an Indemnified Party on account of a Loss Damages which does do not result from a Third-Third Party Claim (a “"Direct Claim”") shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty thereof within forty-five (3045) days after the Indemnified Party becomes aware of such Direct Claimdiscovery. The failure to give such prompt written notice within such forty-five (45) day period shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failureprejudiced thereby. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss Damages that has have been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty forty five (3045) days after its receipt of such notice to respond in writing to such Direct Claim. During such 45-day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives a reasonable opportunity to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall use commercially reasonable efforts to assist the Indemnifying Party's investigation by giving such information and assistance (including access to the Indemnified Party's premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its Representatives may reasonably request. If the Indemnifying Party does not so respond within such thirty (30) 45-day period, the Indemnifying Party shall be deemed to have rejected accepted such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Action claim by an Indemnified Party on account of a Loss loss which does not result from or involve a Third-Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving by providing prompt written notice thereof to 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 Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof detail and shall indicate the estimated amount, if reasonably practicable, of the Loss loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-day period, the Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall reasonably assist the Indemnifying Party’s investigation. If the Indemnifying Party does not so respond within such thirty (30) day 30)-day period, the Indemnifying Party shall be deemed to have rejected accepted such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Action If any Claim Notice is in respect of any actual or potential Losses by an Indemnified Party on account of a Loss Losses which does do not result from a Third-Third Party Claim (a “Direct Claim”) shall be asserted by ), the Indemnified Party giving 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 Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice Claim Notice to respond in writing to such Direct Claim. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such thirty (30) -day period, the Indemnifying Party shall be deemed to have rejected such claimDirect Claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Action by an Indemnified Party on account of a Loss any claim or other loss which does not result from a Third-Third Party Claim (a “"Direct Claim”") shall be asserted by the Indemnified Party giving 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 Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss Adverse Consequences that has have been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Action claim by an Indemnified Party on account of a Loss Damages which does do not result from a Third-Third Party Claim (a “"Direct Claim”") shall be asserted by the Indemnified Party giving 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 Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amountprovide a good faith, if reasonably practicable, reasonable estimation of the Loss Damages that has have been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such 30-day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives a reasonable opportunity to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall use commercially reasonable efforts to assist the Indemnifying Party's investigation by giving such information and assistance (including access to the Indemnified Party's premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its Representatives may reasonably request. If the Indemnifying Party does not so respond within such thirty (30) -day period, the Indemnifying Party shall be deemed to have rejected accepted such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Action by an In the event any Indemnified Party on account of should have a Loss which claim against an Indemnifying Party under Section 6.01 that does not result from involve a Third-Third Party Claim (a “Direct Claim”) shall being asserted against or sought to be asserted by collected from such Buyer Indemnified Party, the Indemnified Party giving shall deliver notice of such claim to the Indemnifying Party. The failure by any Indemnified Party so to notify the Indemnifying Party reasonably prompt written notice thereof, but in any event shall not later than thirty (30) days after the Indemnified Party becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligationsfrom any liability that it may have to such Buyer Indemnified Party under Section 6.01, except to the extent (and only to the extent extent) that the Indemnifying Party forfeits rights or defenses by reason shall have been actually and materially prejudiced as a result of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. If the Indemnifying Party does not so respond notify the Indemnified Party within 20 days following its receipt of such thirty (30) day period, notice that the Indemnifying Party shall be deemed disputes Indemnifying Party’s liability to have rejected such claim, in which case the Indemnified Party under Section 6.01, such claim specified by the Indemnified Party in such notice shall be free to pursue conclusively deemed a Loss of the Indemnifying Party under Section 6.01 and Indemnifying Party shall pay the amount of such remedies as may be available Loss to the Indemnified Party on demand or, in the terms and subject to case of any notice in which the provisions amount of this Agreementthe claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined.

Direct Claims. Any Action by an Indemnified Party on account of a Loss which does not result from a Third-Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) days thereof after the Indemnified Party becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof detail and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim as to whether it accepts or objects to such Direct Claim. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such claim. In any case, in which case the Indemnified Party shall be free at any time to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Action claim by an Indemnified Party on account of a Loss Losses which does do not result from a Third-Third Party Claim (such claim, a “Direct Claim”) shall be asserted by giving prompt written notification to Buyer (if the Buyer Indemnifying Parties are the Indemnifying Party) or the Seller (if the Seller Parties are the Indemnifying Party), as applicable, of the commencement of any action, suit or proceeding relating to a Direct Claim for which indemnification may be sought; provided, that no delay on the part of the Indemnified Party giving in notifying Buyer or the Seller (as applicable) shall relieve such Indemnifying Party reasonably prompt written notice thereof, but in from any event not later than thirty obligation under this ARTICLE 8 (30) days after the Indemnified Party becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligationsIndemnification), except and only to the extent that (a) notice is delivered after the Indemnifying Party forfeits rights or defenses by reason of applicable survival period for such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty claim (30) days after its receipt of such notice to respond in writing to such Direct Claim. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall not be free entitled to pursue assert such remedies claim) or (b) such delay actually and materially prejudices the Indemnifying Party in its ability to defend such claim. Such notice by the Seller or Buyer (as may be available applicable) shall include a description in reasonable detail (to the extent known by the Indemnified Party on Party) of the terms and subject to facts constituting the basis for such Direct Claim, the provisions of this AgreementAgreement alleged to have been breached and, the amount of the Losses claimed.

Direct Claims. Any Action claim by an Indemnified Party on account of a Loss which does not result from a Third-Party third party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereofthereof via Notice of Claim, but in any event not later than thirty (30) days after provided, however, that the failure of the Indemnified Party becomes aware of such Direct Claim. The failure to give such prompt written notice a Notice of Claim shall not, however, relieve the Indemnifying Party of its not limit or otherwise affect any right to indemnification obligations, hereunder except and only to the extent extent, if at all, that the Indemnifying Party forfeits rights shall demonstrate that he or defenses it was materially prejudiced by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. If the Indemnifying Party does not so respond within such thirty (30) day period, all Indemnifying Parties shall be conclusively deemed to have acknowledged the correctness of the claim or claims specified in the Notice of Claim for the full amount thereof. If the Indemnifying Party shall be deemed make timely objection to a claim or claims set forth in any Notice of Claim, and if such claim or claims shall not have rejected been resolved or compromised within sixty (60) days from the date of delivery of such claimobjection, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. 5.3.1 Any Action by an Indemnified Party on account of a Loss which does not result from a Third-Party Direct Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party Indemnifier reasonably prompt written notice thereof, but in any event not later than thirty (30) days thereof after the Indemnified Party becomes aware of acts, omissions or facts that may give rise to such Direct Claim. The failure to give such prompt written Such notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party Indemnifier shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof detail and shall indicate the estimated amountindicate, if reasonably practicable, the estimated amount of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party Indemnifier shall then have thirty (30) a period of 30 days after its receipt of such notice within which to respond in writing to such Direct Claim. If the Indemnifying Party Indemnifier does not so respond within such thirty (30) -day period, the Indemnifying Party Indemnifier shall be deemed to have rejected such claimClaim, and in which case such event the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on Party. If the terms and subject Indemnifier agrees prior to the provisions expiration of this Agreementthe 30 day period as to the validity of the Direct Claim after the Indemnifier has provided a written response, the Indemnifier shall pay to the Indemnified Party the amount of such Direct Claim forthwith upon such amount being quantified. If the Parties fail to agree as to the validity of the Direct Claim or its amount, any Party may exercise all remedies as may be available to such Party.

Direct Claims. Any Action claim by an Indemnified Party on account of a Loss Damages which does do not result from or involve a Third-Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving by providing prompt written notice thereof to 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 Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof detail and shall indicate the estimated amount, if reasonably practicable, of the Loss Damages that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-day period, the Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall reasonably assist the Indemnifying Party’s investigation. If the Indemnifying Party does not so respond within such thirty (30) day 30)-day period, the Indemnifying Party shall be deemed to have rejected accepted such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Action claim by an Indemnified Party on account of a Loss I,oss which does not result from or involve a Third-Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving by providing prompt written notice thereof to 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 Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof detail and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-day period, the Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall reasonably assist the Indemnifying Party’s investigation. If the Indemnifying Party does not so respond within such thirty (30) day 30)-day period, the Indemnifying Party shall be deemed to have rejected accepted such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Action by an Indemnified Party on account of a Loss which does not result from a Third-Party Direct Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party Indemnifier reasonably prompt written notice thereof, but in any event not later than thirty (30) days [REDACTED: Time Period] after the Indemnified Party becomes aware of acts, omissions or facts that may give rise to such Direct Claim. The failure to give such prompt written Such notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party Indemnifier shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof details and shall indicate the estimated amountindicate, if reasonably practicable, the estimated amount of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party Indemnifier shall then have thirty (30) days after its receipt a period of such notice [REDACTED: Time Period] within which to respond in writing to such Direct ClaimClaim (the “Response Period”). If the Indemnifying Party Indemnifier does not so respond within such thirty (30) day periodthe Response Period, the Indemnifying Party Indemnifier shall be deemed to have rejected such claimClaim, and in which case such event the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on Party. If the terms and subject Indemnifier agrees prior to the provisions expiration of this Agreementthe Response Period as to the validity of the Direct Claim, the Indemnifier shall promptly pay to the Indemnified Party the amount of such Direct Claim forthwith upon such amount being quantified. If the Parties fail to agree as to the validity of the Direct Claim or its amount, any Party may exercise all remedies as may be available to such Party.

Direct Claims. Any Action claim by an Indemnified Party on account of for indemnification other than indemnification against a Loss which does not result from a Third-Party Claim third party pursuant to Section 9.5 above (a “Direct Claim”) ), and claims for enforcement of violations of Section 10.9 (for which the enforcement provisions of the Confidentiality Agreement shall apply), will be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than and the Indemnifying Party will have a period of thirty (30) calendar days after (the Indemnified Party becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30“Response Period”) days after its receipt of such notice within which to respond in writing to such Direct Claim. If the Indemnifying Party does not so respond with written notice to the Indemnified Party of the amount of the Direct Claim that is contested within such thirty (30) day periodthe Response Period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free conclusively deemed to pursue be entitled to indemnity for such remedies as may be available Direct Claim. If, within the Response Period, the Indemnifying Party contests all or some portion of a Direct Claim in writing to the Indemnified Party, then the Indemnified Party on and Indemnifying Party, acting in good faith, shall attempt to reach agreement with respect to such Direct Claim. In the terms and subject to event such agreement cannot be reached, such Direct Claim shall be resolved by a court of competent jurisdiction unless earlier settled by the provisions of this AgreementParties.

Direct Claims. Any Action claim by an Indemnified Party on account of a Loss which does not result from a Third-Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving 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 Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30)-day period, the Indemnified Party shall provide to the Indemnifying Party as promptly as practicable thereafter such information and documentation as may be reasonably requested by the Indemnifying Party to support and verify the Direct Claim asserted. If the Indemnifying Party does not so respond within such thirty (30) day 30)-day period, the Indemnifying Party shall be deemed to have rejected accepted responsibility for such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this AgreementDirect Claim.

Direct Claims. Any Action indemnification claim by an Indemnified Party on account of a Loss which does not result from a Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party by giving the Indemnifying Party reasonably and the Seller Representative prompt written notice thereof, but in any event not later than thirty (30) days after . Such written notice shall summarize the basis for the indemnification claim based on the information reasonably available at that time to the Indemnified Party becomes aware of such Direct ClaimParty. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except unless, and only then solely to the extent that that, the Indemnifying Party forfeits rights or defenses by reason of the parties from whom indemnity is sought are materially prejudiced as a result of such failure. Such ; provided, however, that no such notice by shall have any effect or be valid if it is given following the Indemnified Party shall describe the Direct Claim end of any applicable survival period provided for in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified PartySection 12.2. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claimclaim. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected accepted such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement and shall promptly pay any amounts owed in accordance with the terms of this Agreement.

Direct Claims. Any Action claim by an Indemnified Party on account of a Loss Buyer Indemnitee for Losses which does do not result from a Third-Party Claim (a “Direct Claim”) third party claims shall be asserted by the Indemnified Party Buyer Indemnitee giving 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 Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party Buyer Indemnitee shall describe the Direct Claim claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss Losses that has have been or may be sustained by the Indemnified PartyBuyer Indemnitee. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claimclaim. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected accepted such claim, in which case the Indemnified Party Buyer Indemnitee shall be free to pursue such remedies as may be available to the Indemnified Party Buyer Indemnitee on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Action claim for Damages by an Indemnified Party on account of a Loss against an Indemnifying Party which does not result from a Third-Party Claim (a “Direct Claim”) shall will be asserted by the Indemnified Party giving the Indemnifying Party (or, in the case of a DHC Indemnification Event, the Equityholders’ Representative on behalf of and as representative of the Members) reasonably prompt written notice thereofprompt, but in any event not later than thirty (30) days after the Indemnified Party becomes aware of such Direct Claim. The failure to give such prompt , in each case by written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only such Direct Claim to the extent that Equityholders’ Representative (in the Indemnifying Party forfeits rights case of Buyer Indemnification Event) or defenses by reason to High Tide (in the case of DHC Indemnification Event) (and such failureparty, the “Notice Party”). Such notice by the Indemnified Party shall will describe the Direct Claim in reasonable detail, shall will include copies of all material available material, written evidence thereof and shall will indicate the estimated amount, if reasonably practicable, of the Loss Damages that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall will have a period of thirty (30) days after its receipt of such notice thereof within which to respond in writing to such Direct Claim. If the Indemnifying Party does not so respond in writing within such the thirty (30) day period, the Indemnifying Party shall will be deemed to have rejected such claim, in which case the Direct Claim and Indemnified Party shall will be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Action claim by an Indemnified Party on account of a Loss which does not result from a Third-Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving 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 Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30)-day period, the Indemnified Party shall provide to the Indemnifying Party as promptly as practicable thereafter such information and documentation as may be reasonably requested by the Indemnifying Party to support and verify the Direct Claim asserted. If the Indemnifying Party does not so respond within such thirty (30) day 30)-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Action by If an Indemnified Party on account determines that it has a claim for indemnification under this Agreement against the Indemnifying Party other than as a result of a Loss which does not result from a Third-Party Claim (a “Direct Claim”) shall be asserted by ), the Indemnified Party giving and the Indemnifying Party reasonably prompt written notice thereof, but shall negotiate in any event not later than thirty (good faith for a 30) days after -day period beginning on the date the Indemnified Party becomes aware of such Direct Claim. The failure provides the Claim Notice to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to for such Direct Claim. If the Indemnified Party and the Indemnifying Party does not so respond are unable to reach a resolution as to such Direct Claim within such thirty (the 30) -day period, the Indemnified Party will be entitled to seek appropriate remedies in accordance with the terms of this Agreement, including the limitations on recovery in this Article XV. Promptly following the final determination of the amount of any Losses claimed by the Indemnified Party in the Direct Claim, the Indemnifying Party shall be deemed to have rejected pay such claimLosses, in which case the Indemnified Party shall be free to pursue such remedies as may be available if any, to the Indemnified Party on by wire transfer of immediately available funds. If the terms Indemnified Party is required to institute any proceedings in order to recover Losses, the cost of such proceedings (including costs of investigation and subject reasonable attorneys’ fees and disbursements) will be added to the provisions amount of this AgreementLosses payable to the Indemnified Party if and only to the extent the Indemnified Party recovers and it is determined by the Arbitrators to be entitled to such treatment.

Direct Claims. Any Action claim for Damages by an Indemnified Party on account of a Loss against an Indemnifying Party which does not result from a Third-Party Claim (a “Direct Claim”) shall will be asserted by the Indemnified Party giving the Indemnifying Party (or, in the case of a Fab CBD Indemnification Event, the Shareholder Representative on behalf of and as representative of Fab CBD Indemnifying Parties) reasonably prompt written notice thereofprompt, but in any event not later than thirty (30) days after the Indemnified Party becomes aware of such Direct Claim. The failure to give such prompt , in each case by written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only such Direct Claim to the extent that Shareholder Representative (in the Indemnifying Party forfeits rights case of Buyer Indemnification Event) or defenses by reason to the High Tide (in the case of Fab CBD Indemnification Event) (and such failureparty, the “Notice Party”). Such notice by the Indemnified Party shall will describe the Direct Claim in reasonable detail, shall will include copies of all material available material, written evidence thereof and shall will indicate the estimated amount, if reasonably practicable, of the Loss Damages that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall will have a period of thirty (30) days after its receipt of such notice thereof within which to respond in writing to such Direct Claim. If the Indemnifying Party does not so respond in writing within such the thirty (30) day period, the Indemnifying Party shall will be deemed to have rejected such claim, in which case the Direct Claim and Indemnified Party shall will be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Action indemnification claim by an Indemnified Party on account of a Loss which does not result from a Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party by giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) days after . Such written notice shall summarize the basis for the indemnification claim based on the information reasonably available at that time to the Indemnified Party becomes aware of such Direct ClaimParty. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except unless, and only then solely to the extent that that, the Indemnifying Party forfeits rights or defenses by reason of the parties from whom indemnity is sought are materially prejudiced as a result of such failure. Such ; provided, however, that no such notice by shall have any effect or be valid if it is given following the Indemnified Party shall describe the Direct Claim end of any applicable survival period provided for in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified PartySection 10.1. The Indemnifying Party shall have thirty (30) 20 days after its receipt of such notice to respond in writing to such Direct Claimclaim. If the Indemnifying Party does not so respond within such thirty (30) 20-day period, the Indemnifying Party shall be deemed to have rejected accepted such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement and the Indemnifying Party shall promptly pay any amounts owed in accordance with the terms of this Agreement.

Direct Claims. Any Action claim under this Article VII by an Indemnified Party on account of for indemnification other than indemnification against a Loss which does not result from a Third-Third Party Claim (a “"Direct Claim”") shall will be asserted by the Indemnified Party giving 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 Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall will have a period of thirty (30) calendar days after its receipt of such notice within which to respond in writing to satisfy such Direct ClaimClaims. If the Indemnifying Party does not so respond within such thirty (30) calendar day period, the Indemnifying Party shall will be deemed to have rejected such claim, in which case event the Indemnified Party shall will be free to pursue such remedies as may be available to the Indemnified Party under this Article VII or otherwise. If an objection is timely interposed by the Indemnifying Party during such thirty (30) day period, then the Indemnified Party and the Indemnifying Party shall negotiate in good faith for a period of thirty (30) days from the date the Indemnified Party receives such objection (such period, or such longer period as agreed in writing by the parties, is hereinafter referred to as the "Negotiation Period"). If the Direct Claim that is the subject of such notice has not been resolved prior to the expiration of the Negotiation Period, the Indemnified Party or the Indemnifying Party will be free to pursue such remedies as may be available to them on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Action claim by an Indemnified Party on account of a Loss which does not result from a Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving by delivering an Indemnification Claim Notice with respect to such Direct Claim to the Indemnifying Party reasonably prompt written notice thereofpromptly in accordance with Section 8.5(a). The Indemnified Party shall allow the Indemnifying Party and its representatives to investigate the Excluded Liability or Assumed Liability, but as applicable, alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in any event not later than thirty (30) days after respect of the Direct Claim to the Indemnified Party becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim as provided in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified PartySection 8.5(a). The Indemnifying Party shall have thirty may, within sixty (3060) days after its receipt of such notice to respond in writing an Indemnification Claim Notice with respect to such Direct Claim, deliver to the Indemnified Party a written response disputing such claim, which response must state in reasonable detail the basis for and reasons why the Indemnifying Party disputes such claim, together with reasonable supporting detail. If the Indemnifying Party does not so respond fails to deliver a written response disputing such claim within such thirty sixty (3060) day period, the Indemnifying Party shall will be deemed to have rejected waived its right to dispute such claim, in which case claim and such claim shall have been deemed to have been agreed to by the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this AgreementIndemnifying Party.

Direct Claims. Any Action It is the intent of the parties hereto that all direct claims by an Indemnified Party on account against a party hereto not arising out of Third Party Claims shall be subject to and benefit from the terms of this Section 7.5. Any claim under this Section 7.5(d) by an Indemnified Party for indemnification other than indemnification against a Loss which does not result from a Third-Third Party Claim (a “Direct Claim”) shall will be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than and the Indemnifying Party will have a period of thirty (30) calendar days after within which to satisfy such Direct Claims, except for injunctive or equitable relief, which the Indemnified Party becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Partypursue at any time. The Indemnifying Party shall have only be deemed to reject such claim if it sends notice thereof to the Indemnified Party within such thirty (30) days after its receipt of calendar day period, in which event the Indemnified Party will be free to pursue such notice remedies as may be available to respond in writing to such Direct Claimthe Indemnified Party under this Section 7.5 or otherwise. If the Indemnifying Party does not so respond within such thirty (30) calendar day period, the Indemnifying Party shall will be deemed to have rejected accepted such claim, in which case event the Indemnified Indemnifying Party shall be free to pursue such remedies as may be available make payment to the Indemnified Party on the terms and subject therefor pursuant to the provisions of this AgreementSection 7.5(h).

Direct Claims. Any Action by an Indemnified Party on account of a Loss which does not result from a Third-Party Claim (a “Direct Claim”) shall be asserted by In the event that the Indemnified Party giving the Indemnifying has a Claim, including an Indemnity Claim hereunder, that does not involve a Third Party reasonably prompt written notice thereofClaim, but in any event not later than thirty (30) days after the Indemnified Party becomes aware or knowledge of facts that could give rise to such Direct a Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe transmit to the Direct Claim Indemnifying Party a written notice (the "DIRECT CLAIM NOTICE") describing in reasonable detail, shall include copies of all material written evidence thereof and shall indicate detail the estimated amount, if reasonably practicable, nature of the Loss that has been or may be sustained by Claim, an estimate of the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt amount of such notice to respond in writing damages attributable to such Direct ClaimClaim and the basis for the request for indemnification under this Agreement. If the Indemnifying Party does not so respond notify the Indemnified Party within fifteen (15) days from its receipt of the Direct Claim Notice that it disputes such Indemnity Claim, the Indemnity Claims specified in the Direct Claim Notice will be deemed payable by the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed such Indemnity Claim, the Parties shall negotiate in good faith for a thirty (30) day period after receipt of the Direct Claim Notice to resolve such Indemnity Claim. If no resolution is reached within such thirty (30) day period, the Indemnifying Party dispute regarding the Indemnity Claim shall be deemed to have rejected such claim, resolved by litigation in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions a court of this Agreementcompetent jurisdiction.

Direct Claims. Any Action claim for Damages by an Indemnified Party on account of a Loss against an Indemnifying Party which does not result from a Third-Party Claim (a “Direct Claim”) shall will be asserted by the Indemnified Party giving the Indemnifying Party (or, in the case of a DSD Indemnification Event, the Shareholder Representative on behalf of and as representative of DSD Indemnifying Parties) reasonably prompt written notice thereofprompt, but in any event not later than thirty (30) days after the Indemnified Party becomes aware of such Direct Claim. The failure to give such prompt , in each case by written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only such Direct Claim to the extent that Shareholder Representative (in the Indemnifying Party forfeits rights case of Buyer Indemnification Event) or defenses by reason to the High Tide (in the case of DSD Indemnification Event) (and such failureparty, the “Notice Party”). Such notice by the Indemnified Party shall will describe the Direct Claim in reasonable detail, shall will include copies of all material available material, written evidence thereof and shall will indicate the estimated amount, if reasonably practicable, of the Loss Damages that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall will have a period of thirty (30) days after its receipt of such notice thereof within which to respond in writing to such Direct Claim. If the Indemnifying Party does not so respond in writing within such the thirty (30) day period, the Indemnifying Party shall will be deemed to have rejected such claim, in which case the Direct Claim and Indemnified Party shall will be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Action by an Indemnified Party on account In the event of a Loss which does not result from a Third-Party Claim (a “Direct Claim”) shall be asserted by , the Indemnified Party giving 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 Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after following its receipt of the relevant Claim Notice or, if the amount of the Direct Claim was not determined at the time of the Claim Notice, the date on which the amount of the Direct Claim has been notified to it by the Indemnified Party (the “Direct Claim Review Period”) to make such notice investigation of the underlying claim as it considers necessary or desirable acting reasonably. During the Direct Claim Review Period, the Indemnifying Party and Indemnified Party shall use their commercially reasonable endeavors to respond in writing reach an amicable solution with respect to the validity and the amount of the Direct Claim. If the Indemnifying Party and the Indemnified Party agree, on or prior to the expiration of the Direct Claim Review Period, upon the validity and amount of such Direct Claim, the Indemnifying Party shall pay to the Indemnified Party, within ten (10) days following the date of such agreement, the full agreed amount of such Direct Claim. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case and the Indemnified Party fail to agree, on or prior to the expiration of the Direct Claim Review Period, upon the validity and amount of such Direct Claim, the dispute shall be free to pursue such remedies resolved by arbitration proceedings as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreementprovided by Section 8.15.

Direct Claims. Any Action by In the event a Seller Indemnitee, on the one hand, or a Buyer Indemnitee, on the other hand, (each an “Indemnified Party on account of Party”) desires to make a Loss which does not result from a Third-Party Claim claim (a “Direct Claim”) shall be asserted by for indemnification pursuant to Sections 1.2 or 1.3 against another party (the “Indemnifying Party”), the Indemnified Party giving the Indemnifying Party reasonably shall give prompt written notice thereofof the claim (a “Direct Claim Notice”) to the Indemnifying Party, but describing, in any event not later than thirty (30) days after reasonable detail, the Indemnified Party becomes aware nature of such Direct Claimthe claim. The failure to give such prompt written notice shall notgive, howeveror a delay in giving, a Direct Claim Notice does not relieve the Indemnifying Party of its indemnification obligations, obligations except and only to the extent that of any prejudice caused to the Indemnifying Party forfeits rights by that failure or defenses by reason delay. Following receipt of such failure. Such notice by the Indemnified Party shall describe the a Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. If the Indemnifying Party does not so respond within such thirty (30) day periodNotice, the Indemnifying Party shall be deemed have 60 days to have rejected make such claiminvestigation of the Direct Claim as is considered necessary or desirable. For the purpose of that investigation, in which case the Indemnified Party shall be free to pursue such remedies as may be make available to the Indemnified Indemnifying Party the information relied on by the terms and subject Indemnifed Party to substantiate the Direct Claim, together with such information as the Indemnifying Party may reasonably request. If the Parties agree at or prior to the provisions expiry of this Agreement60 day period (or prior to the expiry of any extension of this period agreed to by the Parties) as to the validity and amount of that Direct Claim, the Indemnifying Party shall immediately pay to the Indemnifed Party the full amount as agreed to by the Parties of the Direct Claim, failing which the matter shall be referred to binding arbitration in accordance with Section 1.10.

Direct Claims. Any Action by an Indemnified Party on account of a Loss which does not result from a Third-Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving 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 Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Action by an Indemnified Party on account of a Loss which does not result from a Third-Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving 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 Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failureis actually prejudiced thereby. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof detail and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days Business Days after its receipt of such notice to respond in writing to such Direct Claim. If the Indemnifying Party does not so respond within such thirty (30) day Business Day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Action It is the intent of the Parties hereto that all direct claims for indemnification hereunder by an Indemnified Party on account of a Loss against any Indemnifying Party which does do not result from a Third-constitute Third Party Claim Claims (a “"Direct Claim”Claims") shall be asserted subject to and benefit from the terms of this Section 10.3(b). In the event any Indemnified Party should have a Direct Claim against any Indemnifying Party hereunder, the Indemnified Party will notify the Indemnifying Party with reasonable promptness of such claim by the Indemnified Party giving Party, specifying the nature of and specific basis for such claim and the amount or the estimated amount of such claim (the "Indemnity Notice"), and the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than will have a period of thirty (30) calendar days after the Indemnified Party becomes aware of such Direct Claim. The failure within which to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights satisfy or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to dispute such Direct Claim. If the Indemnifying Party has timely disputed such claim, as provided above, the Indemnifying Party and the Indemnified Party agree to proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations, or if the Indemnifying Party does not so respond to the Indemnity Notice within such thirty (30) calendar day period, the Indemnifying Party shall will be deemed to have rejected such claimDirect Claim, in which case event the Indemnified Party shall will be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of under this AgreementAgreement or otherwise.