Common use of Method of Asserting Claims Clause in Contracts

Method of Asserting Claims. (a) A Party seeking indemnification pursuant to Section 12.2 (an “Indemnified Party”) shall give prompt notice to the Party from whom such indemnification is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any action, suit or proceeding, in respect of which indemnity may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such notice shall relieve the Indemnifying Party of any liability hereunder only to the extent that the Indemnifying Party has suffered actual prejudice thereby. The Indemnifying Party shall have the right, exercisable by written notice to the Indemnified Party within thirty (30) days (unless a shorter period is required by the circumstances) of receipt of notice from the Indemnified Party of the commencement of or assertion of any claim or action, suit or proceeding by a Third Party in respect of which indemnity may be sought hereunder (a “Third Party Claim”), to assume and control the defense of such Third Party Claim which involves (and continues to involve) solely monetary damages; provided, that the Indemnifying Party expressly agrees in such notice that, as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the Third Party Claim (all of the foregoing, the “Litigation Conditions”). For the purpose of the foregoing, the Indemnified Party shall promptly provide the Indemnifying Party with all supporting evidence of the Third Party Claim available to the Indemnified Party as well as any arguments identified by the Indemnified Party to oppose such Third Party Claim and comply with all reasonable requests for information from the Indemnifying Party so as to allow the Indemnifying Party to make to the extent possible an informed judgment as to its potential liability under this Article XII.

Method of Asserting Claims. (a) A If a Party seeking entitled to indemnification pursuant to Section 12.2 the terms hereof (an the “Indemnified Party”) shall give prompt notice intends to seek indemnification under this Article 4 from the other Party from whom such indemnification is sought (the “Indemnifying Party”) ), the Indemnified Party shall give the Indemnifying Party notice of such claim for indemnification promptly following the assertion receipt or determination by the Indemnified Party of actual knowledge or information as to the factual and legal basis of any claimclaim which is subject to indemnification and, or where such claim results from the commencement of any claim or action by a third party, promptly following receipt of written notice of such third party claim or action, suit . The failure of or proceeding, in respect of which indemnity may be sought hereunder and will give delay by an Indemnified Party to so notify the Indemnifying Party such information with respect thereto (as the Indemnifying Party may reasonably request, but failure to give such notice set forth above) shall not relieve the Indemnifying Party of any its indemnification obligations hereunder to the Indemnified Party, however the liability hereunder only which the Indemnifying Party has to the Indemnified Party pursuant to the terms of this Article 4 (and for which the Indemnifying Party will be obligated to indemnify the Indemnified Party in respect of) shall be reduced to the extent that any such delay in or failure to give notice as herein required prejudices the defence of any such action, suit, proceeding, investigation or claim, or otherwise results in any increase in the liability which the Indemnifying Party has suffered actual prejudice thereby. The Indemnifying Party shall have the right, exercisable by written notice to the Indemnified Party within thirty (30) days (unless a shorter period is required by the circumstances) of receipt of notice from the Indemnified Party of the commencement of or assertion of any claim or action, suit or proceeding by a Third Party in respect of which under its indemnity may be sought hereunder (a “Third Party Claim”), to assume and control the defense of such Third Party Claim which involves (and continues to involve) solely monetary damages; provided, that the Indemnifying Party expressly agrees in such notice that, as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the Third Party Claim (all of the foregoing, the “Litigation Conditions”). For the purpose of the foregoing, the Indemnified Party shall promptly provide the Indemnifying Party with all supporting evidence of the Third Party Claim available to the Indemnified Party as well as any arguments identified by the Indemnified Party to oppose such Third Party Claim and comply with all reasonable requests provided for information from the Indemnifying Party so as to allow the Indemnifying Party to make to the extent possible an informed judgment as to its potential liability under this Article XIIherein.

Method of Asserting Claims. (a) A Party seeking indemnification pursuant to Section 12.2 (Promptly after receipt by an “Indemnified Party”) shall give prompt indemnified party of notice to the Party from whom such indemnification is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any actionaction pursuant to which indemnification may be sought, suit or proceedingsuch indemnified party will, if a claim in respect of which indemnity may thereof is to be sought hereunder and will give made against the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably requestindemnifying party under this Section, but failure to give such notice shall relieve the Indemnifying Party of any liability hereunder only deliver to the extent that indemnifying party a written notice of the Indemnifying Party has suffered actual prejudice thereby. The Indemnifying Party commencement thereof and the indemnifying party shall have the rightright to participate in and to assume the defense thereof with counsel reasonably selected by the indemnifying party, exercisable provided, however, that an indemnified party shall have the right to retain its own counsel, with the reasonably incurred fees and expenses of such counsel to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential conflicts of interest between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the Indemnified Party indemnifying party within thirty (30) days (unless a shorter period is required by the circumstances) of receipt of notice from the Indemnified Party reasonable time of the commencement of or assertion any such action, if prejudicial to the indemnifying party's ability to defend such action, shall relieve the indemnifying party of any claim or action, suit or proceeding by a Third Party in respect of which indemnity may be sought hereunder (a “Third Party Claim”), to assume and control the defense of such Third Party Claim which involves (and continues to involve) solely monetary damages; provided, that the Indemnifying Party expressly agrees in such notice that, as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the Third Party Claim (all of the foregoing, the “Litigation Conditions”). For the purpose of the foregoing, the Indemnified Party shall promptly provide the Indemnifying Party with all supporting evidence of the Third Party Claim available liability to the Indemnified Party as well as indemnified party under this Section, but the omission to so deliver written notice to the indemnifying party will not relieve it of any arguments identified by the Indemnified Party liability that it may have to oppose such Third Party Claim and comply with all reasonable requests for information from the Indemnifying Party so as to allow the Indemnifying Party to make any indemnified party other than under this Section to the extent possible an informed judgment as to its potential liability under this Article XIIit is prejudicial.

Method of Asserting Claims. (a) A If a Party seeking entitled to indemnification pursuant to Section 12.2 the terms hereof (an the “Indemnified Party”) shall give prompt notice intends to seek indemnification under this Article 8 from the other Party from whom such indemnification is sought (the “Indemnifying Party”) ), the Indemnified Party shall give the Indemnifying Party notice of such claim for indemnification promptly following the assertion receipt or determination by the Indemnified Party of actual knowledge or information as to the factual and legal basis of any claimclaim which is subject to indemnification and, or where such claim results from the commencement of any claim or action by a third party, promptly following receipt of written notice of such third party claim or action, suit . The failure of or proceeding, in respect of which indemnity may be sought hereunder and will give delay by an Indemnified Party to so notify the Indemnifying Party such information with respect thereto (as the Indemnifying Party may reasonably request, but failure to give such notice set forth above) shall not relieve the Indemnifying Party of any its indemnification obligations hereunder to the Indemnified Party, however the liability hereunder only which the Indemnifying Party has to the Indemnified Party pursuant to the terms of this Article 8 (and for which the Indemnifying Party will be obligated to indemnify the Indemnified Party in respect of) shall be reduced to the extent that any such delay in or failure to give notice as herein required prejudices the defence of any such action, suit, proceeding, investigation or claim, or otherwise results in any increase in the liability which the Indemnifying Party has suffered actual prejudice thereby. The Indemnifying Party shall have the right, exercisable by written notice to the Indemnified Party within thirty (30) days (unless a shorter period is required by the circumstances) of receipt of notice from the Indemnified Party of the commencement of or assertion of any claim or action, suit or proceeding by a Third Party in respect of which under its indemnity may be sought hereunder (a “Third Party Claim”), to assume and control the defense of such Third Party Claim which involves (and continues to involve) solely monetary damages; provided, that the Indemnifying Party expressly agrees in such notice that, as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the Third Party Claim (all of the foregoing, the “Litigation Conditions”). For the purpose of the foregoing, the Indemnified Party shall promptly provide the Indemnifying Party with all supporting evidence of the Third Party Claim available to the Indemnified Party as well as any arguments identified by the Indemnified Party to oppose such Third Party Claim and comply with all reasonable requests provided for information from the Indemnifying Party so as to allow the Indemnifying Party to make to the extent possible an informed judgment as to its potential liability under this Article XIIherein.

Method of Asserting Claims. (a) A Party seeking indemnification pursuant to Section 12.2 (an “Indemnified Party”) shall give prompt notice to In the Party from whom such indemnification is sought (the “Indemnifying Party”) of the assertion of event any claim, claim or the commencement of any action, suit or proceeding, demand in respect of which an Indemnified Party might seek indemnity may under this Section 7.03 is asserted against or sought to be sought hereunder and will collected from such Indemnified Party by a Person other than a party hereto or any of its Affiliates (a "Third Party Claim"), then such Indemnified Party shall give written notice (accompanied by a copy of all papers served, if any) to the Indemnifying Party of such information with respect thereto as Third Party Claim, provided that the Indemnifying failure of any Indemnified Party may reasonably request, but failure to give such notice as provided herein shall not relieve the Indemnifying Party of any liability hereunder only its obligations under this Section 7.03, except to the extent that the Indemnifying Party has suffered actual prejudice therebyis actually prejudiced by such failure to give notice. The In case any such action is brought against an Indemnified Party, the Indemnifying Party shall will have the right, exercisable by written notice to the Indemnified Party within thirty (30) days (unless a shorter period is required by the circumstances) of receipt of notice from the Indemnified Party of the commencement of or assertion of any claim or action, suit or proceeding by a Third Party in respect of which indemnity may be sought hereunder (a “Third Party Claim”), right to assume and control the defense of such Third Party Claim by all appropriate proceedings, which involves (and continues to involve) solely monetary damages; provided, that proceedings will be diligently prosecuted by the Indemnifying Party expressly agrees to a final conclusion or will be settled at the sole discretion of the Indemnifying Party; provided that the reasonable consent of the Indemnified Party shall not be required in such notice that, the case of any settlement that provides for any relief other than the payment of monetary damages as between to which the Indemnified Party will be indemnified in full. If the Indemnifying Party timely elects to assume and control the Indemnified Partydefense of such Third Party Claim, the Indemnifying Party shall not be solely obligated liable to satisfy and discharge such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense of such Third Party Claim (all of the foregoing, the “Litigation Conditions”). For the purpose of the foregoing, Claim; provided that the Indemnified Party shall promptly provide may participate in such defense at the Indemnified Party's expense. If the Indemnifying Party with all supporting evidence elects not to assume the defense of the a Third Party Claim available Claim, it will not be obligated to pay the fees and expenses of more than one counsel for the Indemnified Party as well as any arguments identified by the Indemnified Party Parties with respect to oppose such Third Party Claim and comply with all reasonable requests for information from the Indemnifying Party so as to allow the Indemnifying Party to make to the extent possible an informed judgment as to its potential liability under this Article XIIclaim.

Method of Asserting Claims. (a) A Party seeking requesting the indemnification pursuant to Section 12.2 (an “Indemnified Party”the "INDEMNIFIED PARTY") shall give prompt notice to the Party from whom such indemnification is sought defaulting Party(ies) (the “Indemnifying Party”"INDEMNIFYING PARTY(IES)") of the assertion notice of any claim, or the commencement of any action, suit or proceeding, in respect of matter which indemnity may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such notice shall relieve the Indemnifying Party of any liability hereunder only to the extent that the Indemnifying Indemnified Party has suffered actual prejudice thereby. The Indemnifying Party shall have the rightreasonably determined has given or could give rise to a claim under this Agreement, exercisable by written notice to the Indemnified Party within thirty (30) days of such determination (unless "CLAIM NOTICE"), stating the amount of the loss, if known, and method of computation thereof, and containing a shorter period reference to the provisions of this Agreement in respect of which such claim is required made or arises. The obligations and Liabilities of the relevant Indemnifying Party(ies) under this Section 8 with respect to losses arising from claims of any third party which are subject to the indemnification provided for in this Section 8 ("THIRD PARTY CLAIM") shall be governed by and be contingent upon the circumstancesfollowing additional terms and conditions: if an Indemnified Party shall receive notice of any Third Party Claim, such Indemnified Party shall give the relevant Indemnifying Party(ies) notice of such Third Party Claim within thirty (30) days of the receipt of notice from by the Indemnified Party of such notice; provided, however, that the commencement failure to provide such notice shall not release the relevant Indemnifying Party(ies) from, or provide a defense against, any of or assertion of their obligations under this Section 8. If the relevant Indemnifying Party(ies) acknowledge in writing their obligation to indemnify the Indemnified Party hereunder against any claim or action, suit or proceeding by a Third Party in respect of which indemnity losses that may be sought hereunder (a “result from such Third Party Claim”), then the relevant Indemnifying Party(ies) shall be entitled to assume and control the defense of such Third Party Claim which involves at their expense and through counsel of their choice if they give notice of their intention to do so to the Indemnified Party within five (and continues to involve5) solely monetary damagesdays of the receipt of such notice from the Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the Indemnifying reasonable judgment of the Indemnified Party expressly agrees in such notice that, as between its sole and absolute discretion for the Indemnifying same counsel to represent both the Indemnified Party and the relevant Indemnifying Party(ies), then the Indemnified Party, the Indemnifying Party shall be solely obligated entitled to satisfy and discharge retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the relevant the Indemnifying Party(ies). In the event that the relevant Indemnifying Party(ies) exercise the right to undertake any such defense against any such Third Party Claim (all of the foregoing, the “Litigation Conditions”). For the purpose of the foregoingas provided above, the Indemnified Party shall promptly provide cooperate with the relevant Indemnifying Party(ies) in such defense and make available to the relevant the Indemnifying Party(ies) all witnesses, pertinent records, materials and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as is reasonably required by the relevant Indemnifying Party(ies). Similarly, in the event the Indemnified Party with all supporting evidence of is, directly or indirectly, conducting the defense against any such Third Party Claim Claim, the relevant Indemnifying Party(ies) shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party all such witnesses, records, materials and information in the possession of the relevant Indemnifying Party(ies) or under their control relating thereto as well as any arguments identified is reasonably required by the Indemnified Party to oppose Party. No such Third Party Claim and comply with all reasonable requests for information from may be settled by the relevant Indemnifying Party so as to allow Party(ies) without the Indemnifying Party to make to prior written consent of the extent possible an informed judgment as to its potential liability under this Article XIIIndemnified Party.

Method of Asserting Claims. The party seeking Indemnification under this Article 7 (a) A Party seeking indemnification pursuant to Section 12.2 (an “the "Indemnified Party”") shall agrees to give prompt notice to the Party from party against whom such indemnification Indemnification is sought (the “"Indemnifying Party”") of the assertion of any claim, or the commencement of any actionsuit, suit action or proceeding, in respect of which indemnity Indemnification may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the under this Article 7. The Indemnifying Party may reasonably requestparticipate in and, but failure to give such notice shall relieve at its election, control the Indemnifying Party defense of any liability hereunder only such suit, action or proceeding at its own expense; provided that counsel selected to conduct such defense is reasonably satisfactory to the extent that the Indemnifying Party has suffered actual prejudice therebyIndemnified Party. The Indemnifying Party shall have not be liable under this Article 7 in the right, exercisable by written event prompt notice to of the Indemnified Party within thirty (30) days (unless assertion of a shorter period is required by the circumstances) of receipt of notice from the Indemnified Party of claim or the commencement of or assertion of any claim or actiona suit, suit action or proceeding by a Third Party in respect of which indemnity may be Indemnification is sought hereunder (a “Third Party Claim”)is not given as described herein, but only to assume and control the extent the defense of such Third claim, suit, action or proceeding is prejudiced thereby, or for any settlement effected without its consent of any claim, litigation or proceeding in respect of which Indemnification may be sought hereunder. The Indemnifying Party Claim which involves (and continues to involve) solely monetary damagesmay settle or compromise any claim without the prior written consent of the Indemnified Party; provided, provided that the Indemnifying Party expressly agrees in may not agree to any such notice thatsettlement pursuant to which any remedy or relief, as between the Indemnifying Party and the Indemnified Party, other than monetary damages for which the Indemnifying Party shall be solely obligated responsible hereunder, shall be applied to satisfy and discharge or against the Third Party Claim (all Indemnified Party, without the prior written consent of the foregoing, the “Litigation Conditions”). For the purpose of the foregoing, the Indemnified Party shall promptly provide the Indemnifying Party with all supporting evidence of the Third Party Claim available to the Indemnified Party as well as any arguments identified by the Indemnified Party to oppose such Third Party Claim and comply with all reasonable requests for information from the Indemnifying Party so as to allow the Indemnifying Party to make to the extent possible an informed judgment as to its potential liability under this Article XIIParty.

Method of Asserting Claims. In the event any Indemnified Party should have a claim under this Article X against any Indemnifying Party that does not involve a Third Party Claim (a) A as hereinafter defined), the Indemnified Party seeking indemnification pursuant to Section 12.2 (shall deliver an “Indemnified Party”) shall give prompt notice Indemnity Notice with reasonable promptness to the Party from whom such indemnification is sought (the “Indemnifying Party”) of the assertion of . The failure by any claim, or the commencement of any action, suit or proceeding, in respect of which indemnity may be sought hereunder and will Indemnified Party to give the Indemnifying Party Indemnity Notice shall not impair such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such notice shall relieve the Indemnifying Party of any liability Party’s rights hereunder only except to the extent that an Indemnifying Party demonstrates that it has been irreparably prejudiced thereby. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described in such Indemnity Notice or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim described in such Indemnity Notice, the Damages arising from the claim specified in such Indemnity Notice will be conclusively deemed a liability of the Indemnifying Party under this Article X and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party on demand following the final determination thereof. If the Indemnifying Party has suffered actual prejudice thereby. The Indemnifying Party shall have the righttimely disputed its liability with respect to such claim, exercisable by written notice to the Indemnified Party within thirty (30) days (unless a shorter period is required by the circumstances) of receipt of notice from the Indemnified Party of the commencement of or assertion of any claim or action, suit or proceeding by a Third Party in respect of which indemnity may be sought hereunder (a “Third Party Claim”), to assume and control the defense of such Third Party Claim which involves (and continues to involve) solely monetary damages; provided, that the Indemnifying Party expressly agrees in such notice that, as between the Indemnifying Party and the Indemnified PartyParty will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within the Indemnifying Party Resolution Period, such dispute shall be solely obligated to satisfy and discharge the Third Party Claim (all resolved by litigation in a court of the foregoing, the “Litigation Conditions”). For the purpose of the foregoing, the Indemnified Party shall promptly provide the Indemnifying Party with all supporting evidence of the Third Party Claim available to the Indemnified Party as well as any arguments identified by the Indemnified Party to oppose such Third Party Claim and comply with all reasonable requests for information from the Indemnifying Party so as to allow the Indemnifying Party to make to the extent possible an informed judgment as to its potential liability under this Article XIIcompetent jurisdiction.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under Section 9.1 will be asserted and resolved as follows: (a) A Party seeking indemnification pursuant to Section 12.2 (an “Indemnified Party”) shall give prompt notice to In the Party from whom such indemnification is sought (the “Indemnifying Party”) of the assertion of event any claim, claim or the commencement of any action, suit or proceeding, demand in respect of which indemnity may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such notice shall relieve the Indemnifying Party of any liability hereunder only to the extent that the Indemnifying Party has suffered actual prejudice thereby. The Indemnifying Party shall have the right, exercisable by written notice to the an Indemnified Party within thirty (30) days (unless a shorter period might seek indemnity under Section 9.1 is required by the circumstances) of receipt of notice asserted against or sought to be collected from the such Indemnified Party of the commencement of or assertion of any claim or action, suit or proceeding by a Third Party in respect Person other than a Seller or any Affiliate of which indemnity may be sought hereunder a Seller or of Buyer (a “Third Party Claim”), the Indemnified Party shall deliver a Claim Notice with reasonable promptness to assume and control the defense Indemnifying Party. If the Indemnified Party fails to provide the Claim Notice with reasonable promptness after the Indemnified Party receives notice of such Third Party Claim which involves (and continues to involve) solely monetary damages; provided, that the Indemnifying Party expressly agrees in such notice that, as between the Indemnifying Party and the Indemnified PartyClaim, the Indemnifying Party shall will not be solely obligated to satisfy and discharge indemnify the Indemnified Party with respect to such Third Party Claim (all to the extent that the Indemnifying Party’s ability to defend has been irreparably prejudiced by such failure of the foregoing, the “Litigation Conditions”)Indemnified Party. For the purpose of the foregoing, The Indemnifying Party will notify the Indemnified Party shall promptly provide as soon as practicable within the Dispute Period whether the Indemnifying Party with all supporting evidence of the Third Party Claim available disputes its liability to the Indemnified Party as well as any arguments identified by under Section 9.1 and whether the Indemnifying Party desires, at its sole cost and expense, to defend the Indemnified Party to oppose against such Third Party Claim and comply with all reasonable requests for information from the Indemnifying Party so as to allow the Indemnifying Party to make to the extent possible an informed judgment as to its potential liability under this Article XIIClaim.

Method of Asserting Claims. (a) A If a Party seeking entitled to indemnification pursuant to Section 12.2 the terms hereof (an the “Indemnified Party”) shall give prompt notice intends to seek indemnification under this Article 7 from the other Party from whom such indemnification is sought (the “Indemnifying Party”) ), the Indemnified Party shall give the Indemnifying Party notice of such claim for indemnification promptly following the assertion receipt or determination by the Indemnified Party of actual knowledge or information as to the factual and legal basis of any claimclaim which is subject to indemnification and, or where such claim results from the commencement of any claim or action by a third party, promptly following receipt of written notice of such third party claim or action, suit . The failure of or proceeding, in respect of which indemnity may be sought hereunder and will give delay by an Indemnified Party to so notify the Indemnifying Party such information with respect thereto (as the Indemnifying Party may reasonably request, but failure to give such notice set forth above) shall not relieve the Indemnifying Party of any its indemnification obligations hereunder to the Indemnified Party, however the liability hereunder only which the Indemnifying Party has to the Indemnified Party pursuant to the terms of this Article 7 (and for which the Indemnifying Party will be obligated to indemnify the Indemnified Party in respect of) shall be reduced to the extent that any such delay in or failure to give notice as herein required prejudices the defence of any such claim, action, suit, proceeding or investigation or otherwise results in any increase in the liability which the Indemnifying Party has suffered actual prejudice thereby. The Indemnifying Party shall have the right, exercisable by written notice to the Indemnified Party within thirty (30) days (unless a shorter period is required by the circumstances) of receipt of notice from the Indemnified Party of the commencement of or assertion of any claim or action, suit or proceeding by a Third Party in respect of which under its indemnity may be sought hereunder (a “Third Party Claim”), to assume and control the defense of such Third Party Claim which involves (and continues to involve) solely monetary damages; provided, that the Indemnifying Party expressly agrees in such notice that, as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the Third Party Claim (all of the foregoing, the “Litigation Conditions”). For the purpose of the foregoing, the Indemnified Party shall promptly provide the Indemnifying Party with all supporting evidence of the Third Party Claim available to the Indemnified Party as well as any arguments identified by the Indemnified Party to oppose such Third Party Claim and comply with all reasonable requests provided for information from the Indemnifying Party so as to allow the Indemnifying Party to make to the extent possible an informed judgment as to its potential liability under this Article XIIherein.

Method of Asserting Claims. (a) A If a Party seeking entitled to indemnification pursuant to Section 12.2 the terms hereof (an the “Indemnified Party”) shall give prompt notice intends to seek indemnification under this Article 7 from the other Party from whom such indemnification is sought (the “Indemnifying Party”) ), the Indemnified Party shall give the Indemnifying Party notice of such claim for indemnification promptly following the assertion receipt or determination by the Indemnified Party of actual knowledge or information as to the factual and legal basis of any claimclaim which is subject to indemnification and, or where such claim results from the commencement of any claim or action by a third party, promptly following receipt of written notice of such third party claim or action, suit . The failure of or proceeding, in respect of which indemnity may be sought hereunder and will give delay by an Indemnified Party to so notify the Indemnifying Party such information with respect thereto (as the Indemnifying Party may reasonably request, but failure to give such notice set forth above) shall not relieve the Indemnifying Party of any its indemnification obligations hereunder to the Indemnified Party, however the liability hereunder only which the Indemnifying Party has to the Indemnified Party pursuant to the terms of this Article 7 (and for which the Indemnifying Party will be obligated to indemnify the Indemnified Party in respect of) shall be reduced to the extent that any such delay in or failure to give notice as herein required prejudices the defence of any such action, suit, proceeding, investigation or claim, or otherwise results in any increase in the liability which the Indemnifying Party has suffered actual prejudice thereby. The Indemnifying Party shall have the right, exercisable by written notice to the Indemnified Party within thirty (30) days (unless a shorter period is required by the circumstances) of receipt of notice from the Indemnified Party of the commencement of or assertion of any claim or action, suit or proceeding by a Third Party in respect of which under its indemnity may be sought hereunder (a “Third Party Claim”), to assume and control the defense of such Third Party Claim which involves (and continues to involve) solely monetary damages; provided, that the Indemnifying Party expressly agrees in such notice that, as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the Third Party Claim (all of the foregoing, the “Litigation Conditions”). For the purpose of the foregoing, the Indemnified Party shall promptly provide the Indemnifying Party with all supporting evidence of the Third Party Claim available to the Indemnified Party as well as any arguments identified by the Indemnified Party to oppose such Third Party Claim and comply with all reasonable requests provided for information from the Indemnifying Party so as to allow the Indemnifying Party to make to the extent possible an informed judgment as to its potential liability under this Article XIIherein.

Method of Asserting Claims. (a) A If a Party seeking entitled to indemnification pursuant to Section 12.2 the terms of this Agreement (an the “Indemnified Party”) shall give prompt notice intends to seek indemnification under this Article 8 from the other Party from whom such indemnification is sought (the “Indemnifying Party”) of the assertion of for any claim, or the commencement of any action, suit or proceeding, in respect of which indemnity may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such notice shall relieve the Indemnifying Party of any liability hereunder only to the extent that the Indemnifying Party has suffered actual prejudice thereby. The Indemnifying Party shall have the right, exercisable by written notice to the Indemnified Party within thirty (30) days (unless a shorter period is required by the circumstances) of receipt of notice from the Indemnified Party of the commencement of or assertion of any claim or action, suit or proceeding Claim by a Third Party in respect of which indemnity may be sought hereunder third party (including a Governmental Authority) (a “Third Party Claim”), to assume and control the defense Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim for indemnification promptly following the receipt or determination by the Indemnified Party of actual knowledge or information as to the factual and legal basis of any Third Party Claim which involves (and continues is subject to involve) solely monetary damages; providedindemnification and, that promptly following receipt of notice of such Third Party Claim. The failure of or delay by an Indemnified Party to so notify the Indemnifying Party expressly agrees in such notice that, (as between set forth above) shall not relieve the Indemnifying Party and of its indemnification obligations under this Agreement to the Indemnified Party, however the liability which the Indemnifying Party shall be solely obligated to satisfy and discharge the Third Party Claim (all of the foregoing, the “Litigation Conditions”). For the purpose of the foregoing, the Indemnified Party shall promptly provide the Indemnifying Party with all supporting evidence of the Third Party Claim available has to the Indemnified Party as well as any arguments identified by pursuant to the terms of this Article 8 (and for which the Indemnifying Party will be obligated to indemnify the Indemnified Party in respect of) shall be reduced to oppose the extent that any such delay in or failure to give notice as required in this Agreement prejudices the defence of any such Third Party Claim and comply with all reasonable requests for information from Claim, or otherwise results in any increase in the liability which the Indemnifying Party so as to allow the Indemnifying Party to make to the extent possible an informed judgment as to has under its potential liability under this Article XIIindemnity provided for herein.

Method of Asserting Claims. (a) A Party seeking indemnification pursuant to Section 12.2 (an “Indemnified Party”) shall give prompt notice to In the Party from whom such indemnification is sought (the “Indemnifying Party”) of the assertion of event any claim, claim or the commencement of any action, suit or proceeding, demand in respect of which any Indemnified Party might seek indemnity may under Section 18.1 or Section 18.2 is asserted against or sought to be sought hereunder and will give collected from such Indemnified Party by a Person other than Buyer, IPG or any Affiliate of Seller, Buyer or IPG (a "Third Party Claim"), the Indemnified Party shall deliver a Claim Notice with reasonable promptness to the Indemnifying Party. If the Indemnified Party fails to provide the Claim Notice with reasonable promptness after the Indemnified Party receives notice of such Third Party Claim, the Indemnifying Party such information will not be obligated to indemnify the Indemnified Party with respect thereto as the Indemnifying to such Third Party may reasonably request, but failure to give such notice shall relieve the Indemnifying Party of any liability hereunder only Claim to the extent that the Indemnifying Party Party's ability to defend has suffered actual prejudice therebybeen materially prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall have will notify the right, exercisable by written notice Indemnified Party as soon as practicable within the Dispute Period whether the Indemnifying Party disputes its liability to the Indemnified Party within thirty (30) days (unless a shorter period is required by hereunder and whether the circumstances) of receipt of notice from Indemnifying Party desires, at its sole cost and expense, to defend the Indemnified Party of the commencement of or assertion of any claim or action, suit or proceeding by a Third Party in respect of which indemnity may be sought hereunder (a “against such Third Party Claim”), to assume and control the defense of such Third Party Claim which involves (and continues to involve) solely monetary damages; provided, that the Indemnifying Party expressly agrees in such notice that, as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the Third Party Claim (all of the foregoing, the “Litigation Conditions”). For the purpose of the foregoing, the Indemnified Party shall promptly provide the Indemnifying Party with all supporting evidence of the Third Party Claim available to the Indemnified Party as well as any arguments identified by the Indemnified Party to oppose such Third Party Claim and comply with all reasonable requests for information from the Indemnifying Party so as to allow the Indemnifying Party to make to the extent possible an informed judgment as to its potential liability under this Article XII.

Method of Asserting Claims. (a) A If a Party seeking entitled to indemnification pursuant to Section 12.2 the terms hereof (an the “Indemnified Party”) shall give prompt notice intends to the seek indemnification under this Article 8 from another Party from whom such indemnification is sought (the “Indemnifying Party”) ), the Indemnified Party shall give the Indemnifying Party notice of such claim for indemnification promptly following the assertion receipt or determination by the Indemnified Party of actual knowledge or information as to the factual and legal basis of any claimclaim which is subject to indemnification and, or where such claim results from the commencement of any claim or action by a third party, promptly following receipt of written notice of such third party claim or action, suit . The failure of or proceeding, in respect of which indemnity may be sought hereunder and will give delay by an Indemnified Party to so notify the Indemnifying Party such information with respect thereto (as the Indemnifying Party may reasonably request, but failure to give such notice set forth above) shall not relieve the Indemnifying Party of any its indemnification obligations hereunder to the Indemnified Party, however the liability hereunder only which the Indemnifying Party has to the Indemnified Party pursuant to the terms of this Article 8 (and for which the Indemnifying Party will be obligated to indemnify the Indemnified Party in respect of) shall be reduced to the extent that any such delay in or failure to give notice as herein required prejudices the defence of any such claim, action, suit, proceeding or investigation or otherwise results in any increase in the liability which the Indemnifying Party has suffered actual prejudice thereby. The Indemnifying Party shall have the right, exercisable by written notice to the Indemnified Party within thirty (30) days (unless a shorter period is required by the circumstances) of receipt of notice from the Indemnified Party of the commencement of or assertion of any claim or action, suit or proceeding by a Third Party in respect of which under its indemnity may be sought hereunder (a “Third Party Claim”), to assume and control the defense of such Third Party Claim which involves (and continues to involve) solely monetary damages; provided, that the Indemnifying Party expressly agrees in such notice that, as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the Third Party Claim (all of the foregoing, the “Litigation Conditions”). For the purpose of the foregoing, the Indemnified Party shall promptly provide the Indemnifying Party with all supporting evidence of the Third Party Claim available to the Indemnified Party as well as any arguments identified by the Indemnified Party to oppose such Third Party Claim and comply with all reasonable requests provided for information from the Indemnifying Party so as to allow the Indemnifying Party to make to the extent possible an informed judgment as to its potential liability under this Article XIIherein.

Method of Asserting Claims. (a) A If a Party seeking entitled to indemnification pursuant to Section 12.2 the terms of this Agreement (an the “Indemnified Party”) shall give prompt notice intends to seek indemnification under this Article 7 from the other Party from whom such indemnification is sought (the “Indemnifying Party”) of the assertion of for any claim, or the commencement of any action, suit or proceeding, in respect of which indemnity may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such notice shall relieve the Indemnifying Party of any liability hereunder only to the extent that the Indemnifying Party has suffered actual prejudice thereby. The Indemnifying Party shall have the right, exercisable by written notice to the Indemnified Party within thirty (30) days (unless a shorter period is required by the circumstances) of receipt of notice from the Indemnified Party of the commencement of or assertion of any claim or action, suit or proceeding Claim by a Third Party in respect of which indemnity may be sought hereunder third party (including a Governmental Authority) (a “Third Party Claim”), to assume and control the defense Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim for indemnification promptly following the receipt or determination by the Indemnified Party of actual knowledge or information as to the factual and legal basis of any Third Party Claim which involves (and continues is subject to involve) solely monetary damages; providedindemnification and, that promptly following receipt of notice of such Third Party Claim. The failure of or delay by an Indemnified Party to so notify the Indemnifying Party expressly agrees in such notice that, (as between set forth above) shall not relieve the Indemnifying Party and of its indemnification obligations under this Agreement to the Indemnified Party, however the liability which the Indemnifying Party shall be solely obligated to satisfy and discharge the Third Party Claim (all of the foregoing, the “Litigation Conditions”). For the purpose of the foregoing, the Indemnified Party shall promptly provide the Indemnifying Party with all supporting evidence of the Third Party Claim available has to the Indemnified Party as well as any arguments identified by pursuant to the terms of this Article 7 (and for which the Indemnifying Party will be obligated to indemnify the Indemnified Party in respect of) shall be reduced to oppose the extent that any such delay in or failure to give notice as required in this Agreement prejudices the defence of any such Third Party Claim and comply with all reasonable requests for information from Claim, or otherwise results in any increase in the liability which the Indemnifying Party so as to allow the Indemnifying Party to make to the extent possible an informed judgment as to has under its potential liability under this Article XIIindemnity provided for herein.

Method of Asserting Claims. (a) A All claims for indemnification by any Indemnified Party seeking indemnification pursuant to Section 12.2 (an “Indemnified Party”) shall give prompt notice under Sections 4.18, 7.2 and 7.4, subject to the Party from whom such provisions of Section 4.18 with respect to claims for indemnification is sought (related to Taxes, will be asserted and resolved as follows: In the “Indemnifying Party”) of the assertion of event any claim, claim or the commencement of any action, suit or proceeding, demand in respect of which an Indemnified Party might seek indemnity may under Sections 4.18, 7.2 and 7.4, is asserted against or sought to be sought hereunder and will give collected from such Indemnified Party by a Person other than Purchaser or any Affiliate of Purchaser (a "Third Party Claim"), the Indemnified Party shall deliver a Claim Notice with reasonable promptness to the Indemnifying Party. If the Indemnified Party fails to provide the Claim Notice with reasonable promptness after the Indemnified Party receives notice of such Third Party Claim, the Indemnifying Party such information shall not be obligated to indemnify the Indemnified Party with respect thereto as the Indemnifying to such Third Party may reasonably request, but failure to give such notice shall relieve the Indemnifying Party of any liability hereunder only Claim to the extent that the Indemnifying Party demonstrates that its ability to defend such Third Party Claim has suffered actual prejudice therebybeen prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall have notify the right, exercisable by written notice Indemnified Party as soon as practicable within the Dispute Period whether the Indemnifying Party disputes its liability to the Indemnified Party within thirty (30) days (unless a shorter period is required by under Sections 4.18, 7.2 and 7.4, and whether the circumstances) of receipt of notice from Indemnifying Party desires, at its sole cost and expense, to defend the Indemnified Party of the commencement of or assertion of any claim or action, suit or proceeding by a Third Party in respect of which indemnity may be sought hereunder (a “against such Third Party Claim”), to assume and control the defense of such Third Party Claim which involves (and continues to involve) solely monetary damages; provided, that the Indemnifying Party expressly agrees in such notice that, as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the Third Party Claim (all of the foregoing, the “Litigation Conditions”). For the purpose of the foregoing, the Indemnified Party shall promptly provide the Indemnifying Party with all supporting evidence of the Third Party Claim available to the Indemnified Party as well as any arguments identified by the Indemnified Party to oppose such Third Party Claim and comply with all reasonable requests for information from the Indemnifying Party so as to allow the Indemnifying Party to make to the extent possible an informed judgment as to its potential liability under this Article XII.

Method of Asserting Claims. (a) A Party Any party seeking indemnification pursuant to under Section 12.2 7.1 (an “Indemnified Party”) shall promptly give prompt notice to the Party party from whom such indemnification is being sought (the an “Indemnifying Party”) notice (a “Claim Notice”) of any matter which such Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within sixty (60) calendar days of such determination, stating in reasonable detail, the nature of the assertion of any claim, or a good-faith reasonable estimate of the commencement Losses and method of any actioncomputation thereof, suit or proceeding, and containing a reference to the provisions of this Agreement in respect of which indemnity may be such right of indemnification is claimed or arises. With respect to any recovery or indemnification sought hereunder and will give by an Indemnified Party from the Indemnifying Party such information with respect thereto that does not involve a Third-Party Claim (as defined below), if the Indemnifying Party may reasonably request, but failure to give such notice shall relieve does not notify the Indemnifying Indemnified Party within 30 calendar days from its receipt of any liability hereunder only to the extent Claim Notice that the Indemnifying Party has suffered actual prejudice thereby. The disputes such claim (the “Dispute Notice”), the Indemnifying Party shall be deemed to have the right, exercisable by written notice to the Indemnified Party within thirty (30) days (unless a shorter period is required by the circumstances) of receipt of notice from the Indemnified Party of the commencement of or assertion of any claim or action, suit or proceeding by a Third Party in respect of which indemnity may be sought hereunder (a “Third Party Claim”), to assume accepted and control the defense of agreed with such Third Party Claim which involves (and continues to involve) solely monetary damages; provided, that claim. If the Indemnifying Party expressly agrees in such notice thathas disputed a claim for indemnification (including any Third-Party Claim), as between the Indemnifying Party and the Indemnified Party, Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party shall be solely obligated to satisfy and discharge the Third Party Claim (all of the foregoing, the “Litigation Conditions”). For the purpose of the foregoing, the Indemnified Party shall promptly provide the Indemnifying Party with all supporting evidence cannot resolve such dispute in 30 calendar days after delivery of the Third Party Claim available to the Indemnified Party as well as any arguments identified Dispute Notice, such dispute shall be resolved by the Indemnified Party to oppose such Third Party Claim and comply with all reasonable requests for information from the Indemnifying Party so as to allow the Indemnifying Party to make to the extent possible litigation in an informed judgment as to its potential liability under this Article XIIappropriate court of law.