Common use of Indemnification Procedure for Third Party Claims Clause in Contracts

Indemnification Procedure for Third Party Claims. (a)Other than in respect of Taxes, which shall be governed by Section 6.7, in the event that any claim or demand, or other circumstance or state of facts that would reasonably be expected to give rise to any claim or demand, for which an Indemnitor may be liable to an Indemnitee hereunder is asserted or sought to be collected, in each case, in writing, by a third party (“Third-Party Claim”), the Indemnitee shall promptly, but in no event more than thirty (30) days following such Indemnitee’s receipt or knowledge of a Third-Party Claim, notify the Indemnitor in writing of such Third-Party Claim (“Notice of Claim”); provided, however, that a failure by an Indemnitee to provide timely notice consistent with the requirements of this Section 9.4(a) shall not affect the rights or obligations of such Indemnitee except to the extent such failure results in material prejudice to the Indemnifying Party with respect to such Third-Party Claim. The Notice of Claim shall (i) state that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement (if applicable) and (ii) specify in reasonable detail each individual item of Loss included in the amount so stated (taking into account the information then known to the Indemnitee), the date such item was paid or properly accrued (if applicable), the basis for any anticipated Loss and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related (taking into account the information then known to the Indemnitee) and the computation of the amount to which such Indemnitee claims to be entitled hereunder. The Indemnitee shall enclose with the Notice of Claim a copy of all papers served with respect to such Third-Party Claim, if any, and any other available documents evidencing such Third-Party Claim.

Indemnification Procedure for Third Party Claims. (a)Other than in respect of Taxes, which shall be governed by Section 6.7, in a) In the event that any claim or demand, or other circumstance or state of facts that would reasonably be expected to could give rise to any claim or demand, for which an Indemnitor may be liable to an Indemnitee hereunder is asserted or sought to be collected, in each case, in writing, collected by a third party (“Third-Third Party Claim”), the Indemnitee shall promptly, but in no event more than thirty (30) days following such Indemnitee’s receipt or knowledge of a Third-Party Claim, as soon as practicable notify the Indemnitor in writing of such Third-Third Party Claim (“Notice of Claim”); provided, however, that a failure by an Indemnitee to provide timely notice consistent with the requirements a Notice of this Section 9.4(a) Claim as soon as practicable shall not affect the rights or obligations of such Indemnitee except other than to the extent the Indemnitor shall have been actually prejudiced as a result of such failure results in material prejudice to the Indemnifying Party with respect to such Third-Party Claimfailure. The Notice of Claim shall (i) state that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement (if applicable) Agreement, and (ii) specify in reasonable detail each individual item of Loss included in the amount so stated (taking into account the information then known to the Indemnitee)stated, the date such item was paid or properly accrued (if applicable)accrued, the basis for any anticipated Loss and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related (taking into account the information then known to the Indemnitee) and the computation of the amount to which such Indemnitee claims to be entitled hereunder. The Indemnitee shall enclose with the Notice of Claim a copy of all papers served with respect to such Third-Third Party Claim, if any, and any other available documents evidencing such Third-Third Party Claim.

Indemnification Procedure for Third Party Claims. (a)Other than in respect of Taxes, which shall be governed by Section 6.7, in a) In the event that any claim or demand, or other circumstance or state of facts that would reasonably be expected to which could give rise to any claim or demand, for which an Indemnitor may be liable to an Indemnitee hereunder is asserted or sought to be collected, in each case, in writing, collected by a third party (a “Third-Third Party Claim”), the Indemnitee shall promptly, but in no event more than thirty (30) days following such Indemnitee’s receipt or knowledge of a Third-Party Claim, as soon as practicable notify the Indemnitor in writing of such Third-Third Party Claim (a “Notice of Claim”); provided. Failure or delay in notifying the Indemnitor will not relieve the Indemnitor of any Liability it may have to the Indemnitee, however, that a failure by an Indemnitee to provide timely notice consistent with the requirements of this Section 9.4(a) shall not affect the rights or obligations of such Indemnitee except and only to the extent that such failure results in material prejudice or delay causes actual harm to the Indemnifying Party Indemnitor with respect to such Third-Third Party Claim. The Notice of Claim shall (i) state that the Indemnitee has paid or properly accrued paid, to the extent then known by the Indemnitee, Losses or anticipates that it will incur liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement (if applicable) Agreement, and (ii) specify in reasonable detail to the extent then known by the Indemnitee each individual item of Loss included in the amount so stated (taking into account the information then known to the Indemnitee)stated, the date such item was paid or properly accrued (if applicable)accrued, or the basis for any anticipated Loss liability and the nature of the misrepresentation, breach of warranty, breach of covenant covenant, breach of agreement or other claim to which each such item is related (taking into account the information then known to the Indemnitee) and the computation of the amount to which such Indemnitee claims to be entitled hereunder. The Indemnitee shall enclose with the Notice of Claim a copy of all papers served with respect to such Third-Third Party Claim, if any, and any other available documents evidencing such Third-Third Party Claim.

Indemnification Procedure for Third Party Claims. (a)Other than in respect of Taxes, which shall be governed by Section 6.7, in a) In the event that any claim or demand, or other circumstance or state of facts that would reasonably be expected to which could give rise to any claim or demand, for which an Indemnitor may be liable to an Indemnitee hereunder is asserted or sought to be collected, in each case, in writing, collected by a third party (“Third-Third Party Claim”), the Indemnitee shall promptly, but as soon as practicable (and in no any event more than thirty (30prior to the expiration of the Applicable Survival Period in Section 12.1) days following such Indemnitee’s receipt or knowledge of a Third-Party Claim, notify the Indemnitor in writing of such Third-Third Party Claim (“Notice of Claim”); provided, however, that failure to give a failure by an Indemnitee to provide timely notice consistent with the requirements Notice of this Section 9.4(a) Claim shall not affect relieve the rights or Indemnitor of its obligations of such Indemnitee hereunder except to the extent that the Indemnitor has been materially prejudiced by such failure results in material prejudice to the Indemnifying Party with respect to such Third-Party Claimfailure. The Notice of Claim shall (i) state that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur liability Liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement (if applicable) Agreement, and (ii) specify in reasonable detail detail, to the extent then known, each individual item of Loss included in the amount so stated (taking into account the information then known to the Indemnitee)stated, the date such item was paid or properly accrued (accrued, if applicable), the basis for any anticipated Loss Liability and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related (taking into account the information then known to the Indemnitee) and the computation of the amount to which such Indemnitee claims to be entitled hereunder, to the extent known or reasonably estimable. The Indemnitee shall enclose with the Notice of Claim a copy of all papers served with respect to such Third-Third Party Claim, if any, and any other available documents evidencing such Third-Third Party ClaimClaim in the possession of Indemnitee.

Indemnification Procedure for Third Party Claims. (a)Other than in respect of Taxes, which shall be governed by Section 6.7, in a) In the event that any claim or demand, or other circumstance or state of facts that would reasonably be expected to which could give rise to any claim or demand, for which an Indemnitor may be liable to an Indemnitee hereunder (each, a “Claim”) is asserted or sought to be collected, in each case, in writing, collected by a third party (“Third-Third Party Claim”), the Indemnitee shall promptly, but in no event more than thirty (30) days following such Indemnitee’s receipt or knowledge of a Third-Party Claim, as soon as practicable notify the Indemnitor in writing of such Third-Third Party Claim (“Notice of Claim”); provided, however, that a the failure by an of any Indemnitee to provide timely give notice consistent with the requirements of as provided in this Section 9.4(a) shall not affect relieve the rights or Indemnitor of its obligations of such Indemnitee under this Article IX, except to the extent that such failure results in material prejudice Indemnitor’s ability to the Indemnifying Party remedy, contest, defend or settle with respect to such Third-Third Party ClaimClaim is materially prejudiced by such failure or delay to give notice. The Notice of Claim shall (i) state that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur liability Liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement (if applicable) and (ii) to the extent ascertainable, specify in reasonable detail each individual item of Loss included in the amount so stated (taking into account the information then known to the Indemnitee)stated, the date such item was paid or properly accrued (if applicable)accrued, the basis for any anticipated Loss Liability and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related (taking into account the information then known to the Indemnitee) and the computation of the amount to which such Indemnitee claims to be entitled hereunder. The Indemnitee shall enclose with the Notice of Claim a copy of all papers served with respect to such Third-Third Party Claim, if any, and any other available documents evidencing such Third-Third Party Claim; provided, however, that any confidential or privileged materials shall not be disclosed by the Indemnitee other than as needed for the defense of the Third Party Claim, and the Indemnitor agrees to enter into a commercially reasonable confidentiality and non-use agreement with the Indemnitee with respect to such information.

Indemnification Procedure for Third Party Claims. (a)Other than in respect of Taxes, which shall be governed by Section 6.7, in a) In the event that any claim or demand, or other circumstance or state of facts that would reasonably be expected to which could give rise to any claim or demand, for which an Indemnitor indemnifying party under this Article X (an “Indemnitor”) may be liable to any indemnified party under this Article X (an Indemnitee hereunder “Indemnitee”) is asserted or sought to be collected, in each case, in writing, collected by a third party (“Third-Third Party Claim”), the Indemnitee shall promptly, as soon as reasonably practicable (but in no event more not later than thirty ten (3010) days following receipt of such Indemnitee’s receipt claim or knowledge of a Third-Party Claim, demand) notify the Indemnitor in writing of such Third-Third Party Claim (“Notice of Claim”); ) provided, however, that a failure by an no delay on the part of any Indemnitee to provide timely notice consistent with in notifying any Indemnitor shall relieve the requirements of this Section 9.4(a) shall not affect the rights or obligations of such Indemnitee except Indemnitor from any obligation hereunder unless (and then solely to the extent such failure results in material prejudice to extent) the Indemnifying Party with respect to such Third-Party ClaimIndemnitor thereby is materially prejudiced. The Notice of Claim shall (i) state that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement (if applicable) Agreement, and (ii) specify in reasonable detail each individual item of Loss included in the amount so stated (taking into account the information then known to the Indemnitee)stated, the date such item was paid or properly accrued (or, if applicable), accrued, the basis for any anticipated Loss liability and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related (taking into account the information then known to the Indemnitee) and the computation of the amount to which such Indemnitee claims to be entitled hereunder. The Indemnitee shall enclose with the Notice of Claim a copy of all papers served with respect to such Third-Third Party Claim, if any, and any other available documents evidencing such Third-Third Party Claim.

Indemnification Procedure for Third Party Claims. (a)Other than in respect of Taxes, which shall be governed by Section 6.7, in a) In the event that any claim or demand, or other circumstance or state of facts that would reasonably be expected to could give rise to any claim or demand, for which an Indemnitor may be liable to an Indemnitee hereunder under this Agreement (for the avoidance of doubt, excluding any Tax Claim), is asserted or sought to be collected, in each case, in writing, collected by a third party Person or Government Entity who is not a Party or an Affiliate thereof (a “Third-Party Claim”), the Indemnitee shall promptly, but in no event more than thirty (30) days following such Indemnitee’s receipt or knowledge of a Third-Party Claim, notify the Indemnitor in writing of such Third-Party Claim (a “Notice of Claim”)) as promptly as practicable; provided, however, that a failure or delay by an Indemnitee to provide timely notice consistent with the requirements a Notice of this Section 9.4(a) Claim as promptly as practicable shall not affect the rights or obligations of such Indemnitee except to unless the extent Indemnitor shall have been materially prejudiced as a result of such failure results in material prejudice to the Indemnifying Party with respect to such Third-Party Claimor delay. The Notice of Claim shall (i) state that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement (if applicable) Agreement, and (ii) specify in reasonable detail detail, as applicable, each individual item of Loss included in the amount so stated (taking into account the information then known to the Indemnitee)stated, the date such item was paid or properly accrued (if applicable)accrued, the basis for any anticipated Loss and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related (taking into account the information then known to the Indemnitee) and the computation of the amount to which such Indemnitee claims to be entitled hereunderunder this Agreement. The Indemnitee shall enclose with the Notice of Claim a copy of all papers served with respect to such Third-Party Claim, if any, and any other available documents evidencing such Third-Party Claim. The Indemnitee will reasonably cooperate and assist the Indemnitor in determining the validity of any claim for indemnity by the Indemnitee and in otherwise resolving such matters. Such assistance and cooperation will include providing reasonable access to, and copies of, information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such matters subject the confidentiality obligations set forth in Section 4.05.

Indemnification Procedure for Third Party Claims. (a)Other than in respect of Taxes, which shall be governed by Section 6.7, in a) In the event that any claim or demand, or other circumstance or state of facts that would reasonably be expected to could give rise to any claim or demand, for which an Indemnitor may be liable to an Indemnitee hereunder under this Agreement, is asserted or sought to be collected, in each case, in writing, collected by a third party Person or Governmental Entity who is not a Party or an Affiliate thereof (a “Third-Party Claim”), the Indemnitee shall promptly, but in no event more than thirty (30) days following such Indemnitee’s receipt or knowledge of a Third-Party Claim, notify the Indemnitor in writing of such Third-Party Claim (a “Notice of Claim”)) as promptly as practicable; provided, however, that a failure or delay by an Indemnitee to provide timely notice consistent with the requirements a Notice of this Section 9.4(a) Claim as promptly as practicable shall not affect the rights or obligations of such Indemnitee except to unless the extent Indemnitor shall have been prejudiced as a result of such failure results in material prejudice to the Indemnifying Party with respect to such Third-Party Claimor delay. The Notice of Claim shall (i) state that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement (if applicable) Agreement, and (ii) specify in reasonable detail detail, as applicable and to the extent known, each individual item of Loss included in the amount so stated (taking into account the information then known to the Indemnitee)stated, the date such item was paid or properly accrued (if applicable)accrued, the basis for any anticipated Loss and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related (taking into account the information then known to the Indemnitee) and the computation of the amount to which such Indemnitee claims to be entitled hereunderunder this Agreement. The Indemnitee shall enclose with the Notice of Claim a copy of all papers served with respect to such Third-Party Claim, if any, and any other available documents evidencing such Third-Party Claim. The Indemnitee will reasonably cooperate and assist the Indemnitor in determining the validity of any claim for indemnity by the Indemnitee and in otherwise resolving such matters.

Indemnification Procedure for Third Party Claims. (a)Other than in respect of Taxes, which shall be governed by Section 6.7, in a) In the event that any claim or demand, or other circumstance or state of facts that would reasonably be expected to give rise to any claim or demand, demand for which an Indemnitor may be liable to an Indemnitee hereunder is asserted or sought to be collected, in each case, in writing, by a third party (a “Third-Third Party Claim”), the Indemnitee shall promptly, but in no event more than thirty (30) days following such Indemnitee’s receipt or knowledge of a Third-Party Claim, promptly notify the Indemnitor in writing of such Third-Third Party Claim (such notice, a “Notice of ClaimClaim Notice”); ) provided, however, that a the failure by an Indemnitee or delay to provide timely notice consistent with so notify the requirements of this Section 9.4(a) Indemnitor shall not affect relieve the rights Indemnitor of any obligation or obligations of such liability that the Indemnitor may have to the Indemnitee except unless, and then only to the extent such failure results in material prejudice to that, the Indemnifying Party with respect to such Third-Party ClaimIndemnitor is materially prejudiced thereby. The Claim Notice of Claim shall (i) state that the Indemnitee has paid or properly accrued Losses or anticipates that it will may incur liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement (if applicable) Agreement, and (ii) specify in reasonable detail each individual item of Loss included in the amount so stated (taking into account the information then known to the Indemnitee)stated, the date such item was paid or properly accrued (if applicable)accrued, the basis for any anticipated Loss liability and the nature of the misrepresentation, breach of representation, warranty, breach of covenant or claim agreement to which each such item is related (taking into account the information then known to the Indemnitee) and the computation of the amount to which such Indemnitee claims to be entitled hereunderhereunder (in each case to the extent determinable). The Indemnitee shall enclose with the Claim Notice of Claim a copy of all papers served with respect to such Third-Third Party Claim, if any, and any other available documents evidencing such Third-Third Party Claim.

Indemnification Procedure for Third Party Claims. (a)Other than in respect of Taxes, which shall be governed by Section 6.7, in a)In the event that any claim or demand, or other circumstance or state of facts that would reasonably be expected to could give rise to any claim or demand, for which an Indemnitor may be liable to an Indemnitee hereunder under this Agreement, is asserted or sought to be collected, in each case, in writing, collected by a third party Person or Governmental Entity who is not a Party or an Affiliate thereof (a “Third-Party Claim”), the Indemnitee shall promptly, but in no event more than thirty (30) days following such Indemnitee’s receipt or knowledge of a Third-Party Claim, notify the Indemnitor in writing of such Third-Party Claim (a “Notice of Claim”)) as promptly as practicable; provided, however, that a failure or delay by an Indemnitee to provide timely notice consistent with the requirements a Notice of this Section 9.4(a) Claim as promptly as practicable shall not affect the rights or obligations of such Indemnitee except to unless the extent Indemnitor shall have been prejudiced as a result of such failure results in material prejudice to the Indemnifying Party with respect to such Third-Party Claimor delay. The Notice of Claim shall (i) state that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement (if applicable) Agreement, and (ii) specify in reasonable detail detail, as applicable, each individual item of Loss included in the amount so stated (taking into account the information then known to the Indemnitee)stated, the date such item was paid or properly accrued (if applicable)accrued, the basis for any anticipated Loss and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related (taking into account the information then known to the Indemnitee) and the computation of the amount to which such Indemnitee claims to be entitled hereunderunder this Agreement. The Indemnitee shall enclose with the Notice of Claim a copy of all papers served with respect to such Third-Party Claim, if any, and any other available documents evidencing such Third-Party Claim. The Indemnitee will reasonably cooperate and assist the Indemnitor in determining the validity of any claim for indemnity by the Indemnitee and in otherwise resolving such matters. Such assistance and cooperation will include providing reasonable access to, and copies of, information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such matters, in each case without expense (other than reimbursement of actual out-of-pocket expenses).

Indemnification Procedure for Third Party Claims. (a)Other than in respect of Taxes, which shall be governed by Section 6.7, in a) In the event that any claim or demand, or other circumstance or state statement of facts that would reasonably be expected to which could give rise to any claim or demand, for which an Indemnitor may be liable to an Indemnitee hereunder is asserted or sought to be collected, in each case, in writing, collected by a third party (“Third-Third Party Claim”), the Indemnitee shall promptly, but in no event more than thirty (30) days following such Indemnitee’s receipt or knowledge of a Third-Party Claim, as soon as practicable notify the Indemnitor in writing of such Third-Third Party Claim (“Notice of Claim”); provided that any Notice of Claim required to be provided to the Company Stockholders, the Company Optionholders and the RSU Holders as Indemnitors pursuant to Section 12.2 shall be delivered to the Stockholder Representative; provided, howeverfurther, that a the failure by an Indemnitee to provide timely notice consistent with the requirements Notice of this Section 9.4(a) Claim shall not affect the rights release any Indemnitor from any of its, his or her obligations of such Indemnitee under this Article XII except to the extent that such failure results in material prejudice to the Indemnifying Party with respect to Indemnitor has been actually and materially prejudiced by such Third-Party Claimfailure. The Notice of Claim shall (i) state that the Indemnitee has paid paid, suffered, reserved or properly accrued Losses or reasonably anticipates that it will incur liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement Agreement, (if applicableii) state the amount of such Losses to the extent known, and (iiiii) specify in reasonable detail each individual item of Loss included in the amount so stated (taking into account the information then material facts known to the Indemnitee), the date Indemnitee giving rise to such item was paid or properly accrued (if applicable), the basis for any anticipated Loss claim and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related (taking into account the information then known to the Indemnitee) and the computation of the amount to which such Indemnitee claims to be entitled hereunder. The Indemnitee shall enclose with the Notice of Claim a copy of all relevant papers served with respect to such Third-Third Party Claim, if any, and any other available documents evidencing such Third-Third Party Claim.

Indemnification Procedure for Third Party Claims. (a)Other than in respect of Taxes, which shall be governed by Section 6.7, in g) In the event that any claim or demand, or other circumstance or state of facts that would reasonably be expected to could give rise to any claim or demand, for which an Indemnitor may be liable to an Indemnitee hereunder is asserted or sought to be collected, in each case, in writing, by a third party (“Third-Third Party Claim”), the Indemnitee shall promptly, but in no event more than thirty (30) 30 days following such Indemnitee’s receipt or knowledge of a Third-Third Party Claim, notify the Indemnitor in writing of such Third-Third Party Claim (“Notice of Claim”); provided, however, that a failure by an Indemnitee to provide timely notice consistent with the requirements of this Section 9.4(a) shall not affect the rights or obligations of such Indemnitee except to other than if the extent Indemnitor shall have been actually prejudiced as a result of such failure results in material prejudice to the Indemnifying Party with respect to such Third-Party Claimfailure. The Notice of Claim shall (i) state that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement (if applicable) and (ii) specify in reasonable detail each individual item of Loss included in the amount so stated (taking into account the information then known to the Indemnitee)stated, the date such item was paid or properly accrued (if applicable)accrued, the basis for any anticipated Loss and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related (taking into account the information then known to the Indemnitee) and the computation of the amount to which such Indemnitee claims to be entitled hereunder. The Indemnitee shall enclose with the Notice of Claim a copy of all papers served with respect to such Third-Third Party Claim, if any, and any other available documents evidencing such Third-Third Party Claim.

Indemnification Procedure for Third Party Claims. (a)Other than in respect of Taxes, which shall be governed by Section 6.7, in a) In the event that any claim or demand, or other circumstance or state of facts that would reasonably be expected is known to give rise to any claim or demand, for which an Indemnitor may be liable to an Indemnitee hereunder is asserted or sought to be collected, in each case, in writing, collected by a third party (a “Third-Third Party Claim”), the Indemnitee shall promptly, but in no event more than thirty (30) days following such Indemnitee’s receipt or knowledge of a Third-Party Claim, as soon as practicable notify the Indemnitor in writing of such Third-Third Party Claim (a “Notice of Claim”); provided. Failure or delay in notifying the Indemnitor will not relieve the Indemnitor of any Liability it may have to the Indemnitee, however, that a failure by an Indemnitee to provide timely notice consistent with the requirements of this Section 9.4(a) shall not affect the rights or obligations of such Indemnitee except and only to the extent that such failure results in material prejudice or delay causes actual harm to the Indemnifying Party Indemnitor with respect to such Third-Third Party Claim. The Notice of Claim shall (i) state that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement (if applicable) Agreement, and (ii) specify in reasonable detail each individual item of Loss included in the amount so stated (taking into account the information then known to the Indemnitee)stated, the date (if any) such item was paid or properly accrued (if applicable)accrued, the basis for any anticipated Loss liability and the nature of the misrepresentation, breach of warranty, breach of covenant covenant, breach of agreement or other claim to which each such item is related (taking into account the information then known to the Indemnitee) and the computation of the amount to which such Indemnitee claims to be entitled hereunder. The Indemnitee shall enclose with the Notice of Claim a copy of all papers served with respect to such Third-Third Party Claim, if any, and any other available documents evidencing such Third-Third Party Claim.