Common use of Indemnification Procedures for Non-Third Party Claims Clause in Contracts

Indemnification Procedures for Non-Third Party Claims. The Indemnitee shall notify the Indemnitor in writing promptly of its discovery of any matter for which it is seeking or plans to seek indemnification hereunder and that does not involve a Third Party Claim, such notice shall (a) state that the Indemnitee has paid Losses or anticipates that it will incur liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement, and (b) specify in reasonable detail each individual item of Loss included in the amount so stated, the date such item was paid, the basis for any anticipated liability and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related and the computation of the amount to which such Indemnitee claims to be entitled hereunder provided, however, that a failure by an Indemnitee to include information that is incomplete or unknown shall not affect the rights of the Indemnitee or the obligations of the Indemnitee other than if the Indemnitor shall have been actually prejudiced as a result of such failure. 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.

Indemnification Procedures for Non-Third Party Claims. The Indemnitee shall notify will provide written notice to the Indemnitor promptly, and in writing promptly of any event within 30 days, following its discovery of any matter for which it is seeking or plans to seek indemnification the Indemnitor may be liable hereunder and that does not involve a Third Party Claim, such notice which Claim Notice shall (ai) state that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which such the Indemnitee is entitled to indemnification pursuant to this Agreementhereto, and (bii) specify in reasonable detail each individual item of Loss included in the amount so stated, the date such item was paidpaid or properly accrued, the basis for any anticipated liability and the nature of the misrepresentationrepresentation, breach of warranty, breach of covenant or claim agreement contained herein to which each such item is related and the computation of the amount to which such Indemnitee claims to be entitled hereunder providedhereunder. If the Indemnitor does not acknowledge in writing its obligation to indemnify the Indemnitee with respect to such Losses within 30 days after its receipt of the Claim Notice, the Indemnitor will be deemed to have rejected such claim, in which event the Indemnitee will be free to pursue such remedies as may be available to it hereunder. The failure to provide such notice, however, that a failure by an Indemnitee to include information that is incomplete or unknown shall not affect the rights of the Indemnitee or the obligations of the Indemnitee other than if release the Indemnitor shall have been actually from any of its obligations under this Article IX except to the extent that the Indemnitor is prejudiced as a result of by such failure. The Indemnitee will reasonably cooperate with 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.

Indemnification Procedures for Non-Third Party Claims. The Indemnitee shall will notify the Indemnitor in writing promptly of its discovery of any matter for which it is seeking or plans to seek indemnification hereunder and that does not involve a Third Party Claim, such notice to contain the information set forth in the following sentence. The Notice of Claim shall (ai) state that the Indemnitee has paid or accrued Losses or anticipates that it will incur liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement, and (bii) specify in reasonable detail to the extent then known by the Indemnitee each individual item of Loss included in the amount so stated, the date such item was paidpaid or accrued, or the basis for any anticipated 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 and the computation of the amount to which such Indemnitee claims to be entitled hereunder provided, however, hereunder. In the event that a failure by an Indemnitee to include information that is incomplete or unknown shall the Indemnitor does not affect the rights of notify the Indemnitee or that it disputes such claim within thirty (30) days from receipt of such Notice of Claim, the obligations of Indemnitor will be deemed to have rejected such claim, in which event the Indemnitee other than if the Indemnitor shall have been actually prejudiced will be free to pursue such remedies as a result of such failuremay be available to it under this Agreement. 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.

Indemnification Procedures for Non-Third Party Claims. The Indemnitee shall will notify the Indemnitor in writing promptly of its discovery of any matter for which it is seeking or plans the Indemnitor may be liable to seek indemnification the Indemnitee hereunder and that does not involve a Third Party Claim, such notice which Claim Notice shall (a) 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, and (b) specify in reasonable detail each individual item of Loss included in the amount so stated, the date such item was paidpaid or properly accrued, the basis for any anticipated liability and the nature of the misrepresentation, breach of representation, warranty, breach of covenant or claim agreement to which each such item is related and the computation of the amount to which such the Indemnitee claims to be entitled hereunder providedhereunder. In the event that the Indemnitor does not notify the Indemnitee that it disputes such claim within 30 days from receipt of such Claim Notice, however, that the claim specified therein shall be deemed a failure by an Indemnitee to include information that is incomplete or unknown shall not affect the rights liability of the Indemnitee or Indemnitor hereunder (subject to the obligations of the Indemnitee other than if the Indemnitor shall have been actually prejudiced limitations set forth in this Article XI, as a result of such failureapplicable). The Indemnitee will shall 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 shall 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.

Indemnification Procedures for Non-Third Party Claims. The Indemnitee shall will notify the Indemnitor in writing promptly of its discovery of any matter for which it is seeking or plans the Indemnitor may be liable to seek indemnification hereunder and the Indemnitee pursuant to this Article XI that does not involve a Third Party Claim, such notice which Claim Notice shall (a) 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, and (b) specify in reasonable detail each individual item of Loss included in the amount so stated, the date such item was paidpaid or properly accrued, the basis for any anticipated liability and the nature of the misrepresentation, breach of representation, warranty, breach of covenant or claim agreement to which each such item is related and the computation of the amount to which such the Indemnitee claims to be entitled hereunder providedhereunder. In the event that the Indemnitor does not notify the Indemnitee that it disputes such claim within 60 days from receipt of such Claim Notice, however, that the claim specified therein shall be deemed a failure by an Indemnitee to include information that is incomplete or unknown shall not affect the rights liability of the Indemnitee or Indemnitor hereunder (subject to the obligations of the Indemnitee other than if the Indemnitor shall have been actually prejudiced limitations set forth in this Article XI, as a result of such failureapplicable). The Indemnitee will shall 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 shall 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.

Indemnification Procedures for Non-Third Party Claims. The Indemnitee shall will notify the Indemnitor in writing promptly of its discovery of any matter for which it is seeking or plans to seek indemnification hereunder and that does not involve a Third Party Claim, such notice to contain the information set forth in the following sentence. The Notice of Claim shall (ai) 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, and (bii) specify in reasonable detail each individual item of Loss included in the amount so stated, the date such item was paidpaid or properly accrued, the basis for any anticipated liability and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related related, and the computation of the amount to which such Indemnitee claims to be entitled hereunder providedhereunder. In the event that the Indemnitor does not notify the Indemnitee that it disputes such claim within 30 days from receipt of such Notice of Claim, however, that the claim specified therein shall be deemed a failure by an Indemnitee to include information that is incomplete or unknown shall not affect the rights liability of the Indemnitee or Indemnitor hereunder (subject to the obligations of the Indemnitee other than if the Indemnitor shall have been actually prejudiced limitations set forth in Sections 9.2(b) and 9.3(b), as a result of such failureapplicable). 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 matters, and providing legal and business assistance with respect to such matters.

Indemnification Procedures for Non-Third Party Claims. The Indemnitee shall notify will provide written notice to the Indemnitor promptly, and in writing promptly of any event within 30 days, following its discovery of any matter for which it is seeking or plans to seek indemnification the Indemnitor may be liable hereunder and that does not involve a Third Party Claim, such notice which Claim Notice shall (ai) state that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which such the Indemnitee is entitled to indemnification pursuant to this Agreementhereto, and (bii) specify in reasonable detail each individual item of Loss included in the amount so stated, the date such item was paidpaid or properly accrued, the basis for any anticipated liability and the nature of the misrepresentationrepresentation, breach of warranty, breach of covenant or claim agreement contained herein to which each such item is related and the computation of the amount to which such Indemnitee claims to be entitled hereunder provided, however, that a failure by an hereunder. If the Indemnitor does not acknowledge in writing its obligation to indemnify the Indemnitee with respect to include information that is incomplete or unknown shall not affect the rights such Losses within 60 days after its receipt of the Indemnitee or Claim Notice, the obligations of Indemnitor will be deemed to have rejected such claim, in which event the Indemnitee other than if the Indemnitor shall have been actually prejudiced will be free to pursue such remedies as a result of such failuremay be available to it hereunder. The Indemnitee will reasonably cooperate with 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.

Indemnification Procedures for Non-Third Party Claims. The Indemnitee shall will notify the Indemnitor in writing promptly of its discovery of any matter for which it is seeking (the failure to give such notice shall not limit the Indemnitor’s liability owed to Indemnitee unless but only to the extent such failure or plans delay causes actual harm to seek indemnification hereunder and the Indemnitor with respect to the matter) that does not involve a Third Party Claim, such notice to contain the information set forth in the following sentence. The Notice of Claim shall (ai) 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, and (bii) specify in reasonable detail each individual item of Loss included in the amount so stated, the date such item was paidpaid or properly accrued, the basis for any anticipated 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 and the computation of the amount to which such Indemnitee claims to be entitled hereunder provided, however, hereunder. In the event that a failure by an Indemnitee to include information that is incomplete or unknown shall the Indemnitor does not affect the rights of notify the Indemnitee or the obligations that it disputes such claim within thirty (30) days from receipt of the Indemnitee other than if such Notice of Claim, the Indemnitor will be deemed to have acknowledged liability for such claim and the Escrow Agent or Indemnitor, as the case may be, shall have been actually prejudiced as a result of promptly pay such failureclaim. 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.

Indemnification Procedures for Non-Third Party Claims. The Indemnitee shall will notify the Indemnitor in writing promptly of its discovery of any matter for which it is seeking or plans to seek indemnification hereunder and that does not involve a Third Party Claim, such notice to contain the information set forth in the following sentence. The Notice of Claim shall (ai) state that the Indemnitee has paid suffered or incurred Losses or anticipates that it will suffer or incur liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement, and (bii) specify in reasonable detail each individual item of Loss included in the amount so stated, the date such item was paid, if applicable, accrued, the basis for any anticipated liability and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related and the computation of the amount to which such Indemnitee claims to be entitled hereunder providedhereunder. In the event that the Indemnitor does not notify the Indemnitee that it disputes such claim within thirty (30) days from receipt of such Notice of Claim, however, that the claim specified therein shall be deemed a failure by an Indemnitee to include information that is incomplete or unknown shall not affect the rights liability of the Indemnitee or Indemnitor hereunder (subject to the obligations of Indemnity Cap and the Indemnitee other than if the Indemnitor shall have been actually prejudiced limitations set forth in Section 10.2(b), as a result of such failureapplicable). 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.

Indemnification Procedures for Non-Third Party Claims. The Indemnitee shall notify the Indemnitor in writing as promptly of as practicable following its discovery of any matter matter, circumstance or state of facts for which it is seeking or plans to the Indemnitee may seek indemnification hereunder and pursuant to this Article ‎VIII that does not involve a Third Third-Party Claim, such . Such notice shall (a) 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, and (b) specify in reasonable detail detail, as applicable and to the extent known, each individual item of Loss included in the amount so stated, the date such item was paidpaid or properly accrued, the basis for any anticipated liability and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related and the computation of the amount to which such Indemnitee claims to be entitled hereunder under this Agreement; provided, however, that a failure or delay by an Indemnitee to include information that is incomplete or unknown provide such notice as promptly as practicable shall not affect the rights of the Indemnitee or the obligations of the such Indemnitee other than if unless the Indemnitor shall have been actually prejudiced as a result of such failurefailure or delay. 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.

Indemnification Procedures for Non-Third Party Claims. The Indemnitee shall will notify the Indemnitor in writing promptly of its discovery of any matter for with respect to which it is seeking or plans indemnification may be sought pursuant to seek indemnification hereunder and this Article VIII that does not involve a Third Party Claim, such notice to contain the information set forth in the following sentence. Failure or delay in notifying the Indemnitor will not relieve the Indemnitor of any Liability it may have to the Indemnitee, except and only to the extent that such failure or delay causes actual harm to the Indemnitor with respect to such claim. The Notice of Claim shall (ai) state that the Indemnitee has paid paid, incurred or accrued Losses or anticipates that it will incur liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement, and (bii) specify in reasonable detail each individual item of Loss included in the amount so stated, the date such item was paid, incurred or accrued, the basis for any anticipated 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 and the computation of the amount to which such Indemnitee claims to be entitled hereunder provided, however, hereunder. In the event that a failure by an Indemnitee to include information that is incomplete or unknown shall the Indemnitor does not affect the rights of notify the Indemnitee that it accepts or disputes such claim within 30 days from receipt of such Notice of Claim, the obligations of Indemnitor will be deemed to have rejected such claim, in which event the Indemnitee other than if the Indemnitor shall have been actually prejudiced will be free to pursue such remedies as a result of such failure. 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 may be available 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 mattersit under this Agreement.

Indemnification Procedures for Non-Third Party Claims. The Indemnitee shall will notify the Indemnitor in writing promptly of its discovery of any matter for which it is seeking or plans to seek indemnification hereunder and that does not involve a Third Party Claim, such notice . Such Notice of Claim shall (a) 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, and (b) specify in reasonable detail each individual item of Loss included in the amount so stated, the date such item was paidpaid or properly accrued, the basis for any anticipated liability and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related and the computation of the amount to which such Indemnitee claims to be entitled hereunder provided, however, that a failure by an hereunder. If the Indemnitor does not acknowledge in writing its obligation to indemnify the Indemnitee with respect to include information that is incomplete or unknown shall not affect the rights such Losses within fifteen (15) days after its receipt of the Indemnitee or Notice of Claim, the obligations of Indemnitor will be deemed to have rejected such claim, in which event the Indemnitee other than if the Indemnitor shall have been actually prejudiced will be free to pursue such remedies as a result of such failuremay be available to it under this Agreement. 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.

Indemnification Procedures for Non-Third Party Claims. The Indemnitee shall notify provide the Indemnitor in writing a Notice of Claim promptly of following its discovery of any matter for which it is seeking or plans to seek indemnification hereunder and that does not involve a Third Party Claim; provided, however, that the failure of any Indemnitee to give notice as provided in this Section 9.5 shall not relieve the Indemnitor of its obligations under this Article IX, except to the extent that such notice Indemnitor’s ability to remedy, contest, defend or settle with respect to such Claim is materially prejudiced by such failure to give notice. Such Notice of Claim shall (ai) 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, Agreement and (bii) to the extent ascertainable, specify in reasonable detail each individual item of Loss included in the amount so stated, the date such item was paidpaid or properly accrued, the basis for any anticipated liability Liability and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related and the computation of the amount to which such Indemnitee claims to be entitled hereunder provided, however, that a failure by an Indemnitee to include information that is incomplete or unknown shall not affect the rights of the Indemnitee or the obligations of the Indemnitee other than if the Indemnitor shall have been actually prejudiced as a result of such failurehereunder. The Indemnitee will shall 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 shall include providing reasonable access to and copies of information, records and documents relating to such mattersmatters (subject to customary exceptions for legal privilege), furnishing employees (upon advance notice and at mutually convenient times) to assist in the investigation, defense and resolution of such matters and providing reasonable legal and business assistance with respect to such matters.

Indemnification Procedures for Non-Third Party Claims. The Indemnitee shall notify provide the Indemnitor in writing and Escrow Agent a Notice of Claim promptly of following its discovery of any matter for which it is seeking or plans to seek indemnification hereunder and that does not involve a Third Party Claim, such notice . Such Notice of Claim shall (ai) state that the Indemnitee has paid or properly accrued Losses or reasonably anticipates that it will may incur liability Liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement, Agreement and (bii) specify in reasonable detail each individual item of Loss included in the amount so stated, the date such item was paidpaid or properly accrued, the basis for any anticipated liability Liability and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related and the computation of the amount to which such Indemnitee claims to be entitled hereunder providedhereunder. In the event that the Indemnitor does not notify the Indemnitee that it disputes such claim within 30 days from receipt of such Notice of Claim, however, that the Indemnitee shall send a failure by an second Notice of Claim to the Indemnitor. If the Indemnitor does not acknowledge in writing its obligation to indemnify the Indemnitee with respect to include information that is incomplete or unknown shall not affect the rights such Losses within 45 days after its receipt of the Indemnitee or the obligations Notice of the Indemnitee other than if Claim, the Indemnitor shall be deemed to have been actually prejudiced rejected such claim, in which event the Indemnitee will be free to pursue such remedies as a result of such failuremay be available to it under this Agreement. The Indemnitee will shall 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 shall 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.

Indemnification Procedures for Non-Third Party Claims. The Indemnitee shall notify the Indemnitor in writing as promptly of as practicable following its discovery of any matter for which it is seeking or plans to the Indemnitee may seek indemnification hereunder and pursuant to this Article 10 that does not involve a Third Third-Party Claim, such . Such notice shall (a) 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, and (b) specify in reasonable detail detail, as applicable, each individual item of Loss included in the amount so stated, the date such item was paidpaid or properly accrued, the basis for any anticipated liability and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related and the computation of the amount to which such Indemnitee claims to be entitled hereunder under this Agreement; provided, however, that a failure or delay by an Indemnitee to include information that is incomplete or unknown provide such notice as promptly as practicable shall not affect the rights of the Indemnitee or the obligations of such Indemnitee unless the Indemnitee other than if the 114399-0014/143865664.11 Indemnitor shall have been actually prejudiced as a result of such failurefailure or delay. If the Indemnitor does not acknowledge in writing its obligation to indemnify the Indemnitee with respect to such Losses within thirty (30) days following delivery of the Notice of Claim, the Indemnitor will be deemed to have rejected such claim, in which event the Indemnitee will be free to pursue such remedies as may be available under this Agreement. 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 to, and copies of 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.

Indemnification Procedures for Non-Third Party Claims. The Indemnitee shall notify will deliver a Claims Notice to the Indemnitor in writing promptly of upon its discovery of any matter for which it is seeking or plans the Indemnitor may be liable to seek indemnification the Indemnitee hereunder and that does not involve a Third Party Claim (a “Non-Third Party Claim”), which Claims Notice shall also (i) state in reasonable detail the facts and circumstances related to such notice shall Loss and the nature of the misrepresentation, breach of warranty or claim to which such Loss is related, (aii) 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 AgreementAgreement (and, to the extent known or reasonably calculable, the Indemnitee’s good faith estimate of the amount of its Losses), and (biii) specify in reasonable detail each individual item of Loss included in the amount so stated, the date such item was paid, the basis for any anticipated liability and the nature of the misrepresentation, breach of warranty, breach of covenant paid or claim to which each such item is related and the computation of the amount to which such Indemnitee claims to be entitled hereunder provided, however, that a failure by an Indemnitee to include information that is incomplete or unknown shall not affect the rights of the Indemnitee or the obligations of the Indemnitee other than if the Indemnitor shall have been actually prejudiced as a result of such failureaccrued. The Indemnitee will shall 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 shall 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. Notwithstanding anything to the contrary in this Section 8.5, any control of, Action with respect to or participation in any Tax Claim shall be governed by Section 6.8(f).

Indemnification Procedures for Non-Third Party Claims. The Indemnitee shall notify the Indemnitor in writing as promptly of as practicable following its discovery of any matter for which it is seeking or plans to the Indemnitee may seek indemnification hereunder and pursuant to this ARTICLE VIII that does not involve a Third Third-Party Claim, such . Such notice shall (a) 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, and (b) specify in reasonable detail each individual item of Loss included in the amount so stated, the date such item was paidpaid or properly accrued, the basis for any anticipated liability and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related and the computation calculation of the amount to which such Indemnitee claims to be entitled hereunder hereunder; provided, however, that a failure or delay by an Indemnitee to include information that is incomplete or unknown provide such notice as promptly as practicable shall not affect the rights of the Indemnitee or the obligations of the such Indemnitee other than if unless the Indemnitor shall have been actually prejudiced as a result of such failurefailure or delay. 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.