Common use of Notice of Claim Clause in Contracts

Notice of Claim. In the event that a Party (the “Indemnified Party”) shall become aware of any claim, proceeding or other matter (a “Claim”) in respect of which another Party (the “Indemnifying Party”) agreed to indemnify the Indemnified Party pursuant to this Agreement, the Indemnified Party shall, as soon as is reasonable, give written notice thereof to the Indemnifying Party. Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available) (i) the factual basis for the Claim; and (ii) the amount of the Claim, if known. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive notice of any Claim in time to contest the determination of any liability susceptible of being contested, the Indemnifying Party shall be entitled to set off against the amount claimed by the Indemnified Party the amount of any Losses incurred by the Indemnifying Party resulting from the Indemnified Party’s failure to give such notice on a timely basis.

Notice of Claim. In the event that a Party party (the “"Indemnified Party”") shall become aware of any claim, proceeding or other matter (a “"Claim”") in respect of which another Party party (the “"Indemnifying Party”") agreed to indemnify the Indemnified Party pursuant to this Holdco Agreement, the Indemnified Party shall, as soon as is reasonable, shall promptly give written notice thereof to the Indemnifying Party. Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “"Third Party Claim”") or whether the Claim does not so arise (a “"Direct Claim”"), and shall also specify with reasonable particularity (to the extent that the information is available) (i) the factual basis for the Claim; Claim and (ii) the amount of the Claim, if known. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive notice of any Claim in time to contest effectively the determination of any liability susceptible of being contested, the Indemnifying Party shall be entitled to set off against the amount claimed by the Indemnified Party the amount of any Losses incurred by the Indemnifying Party resulting directly from the Indemnified Party’s 's failure to give such notice on a timely basis.

Notice of Claim. In the event that a Party party (the “"Indemnified Party”") shall become aware of any claim, proceeding or other matter (a “"Claim”") in respect of which another Party party (the “"Indemnifying Party”") agreed to indemnify the Indemnified Party pursuant to this Agreement, the Indemnified Party shall, as soon as is reasonable, shall promptly give written notice thereof to the Indemnifying Party. Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “"Third Party Claim”") or whether the Claim does not so arise (a “"Direct Claim”"), and shall also specify with reasonable particularity (to the extent that the information is available) (i) the factual basis for the Claim; Claim and (ii) the amount of the Claim, if known. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive notice of any Claim in time to contest effectively the determination of any liability susceptible of being contested, the Indemnifying Party shall be entitled to set off against the amount claimed by the Indemnified Party the amount of any Losses incurred by the Indemnifying Party resulting from the Indemnified Party’s 's failure to give such notice on a timely basis.

Notice of Claim. In the event that a Party (the “Indemnified Party”) shall become aware of any claim, proceeding or other matter (a “Claim”) in respect of which another Party (the “Indemnifying Party”) agreed to indemnify the Indemnified Party pursuant to this Agreement, the Indemnified Party shall, as soon as is reasonable, shall promptly give written notice thereof to the Indemnifying Party. Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity detail (to the extent that the information is available) (i) the factual basis for the Claim; Claim and (ii) the amount of the Claim, if known. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive notice of any Claim in time to contest the determination of any liability susceptible of being contested, the Indemnifying Party shall be entitled to set off against the amount claimed Failure by the Indemnified Party to so notify shall not relieve the amount Indemnifying Party of any Losses incurred its obligation of indemnification hereunder unless (and only to the extent that) such failure results in forfeiture by the Indemnifying Party resulting from the Indemnified Party’s failure to give such notice on a timely basisof substantive rights or defences.

Notice of Claim. In the event that a Party (the “"Indemnified Party”") shall become aware of any claim, proceeding or other matter (a “"Claim”") in respect of which another the other Party (the “"Indemnifying Party”") agreed to indemnify the Indemnified Party pursuant to this Agreement, the Indemnified Party shall, as soon as is reasonable, shall promptly give written notice thereof to the Indemnifying Party. Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “"Third Party Claim”") or whether the Claim does not so arise (a “"Direct Claim”), ") and shall also specify with reasonable particularity (to the extent that the information is available) (i) the factual basis for the Claim; Claim and (ii) the amount of the Claim, if known. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive notice of any a Claim in time to effectively contest the determination of any liability susceptible of being contested, the Indemnifying Party shall be entitled to set off against the amount claimed by the Indemnified Party the amount of any Losses incurred by the Indemnifying Party resulting from the Indemnified Party’s 's failure to give such notice on a timely basis.

Notice of Claim. In the event that a Party party (the “"Indemnified Party”") shall become aware of any claim, proceeding or other matter (a “"Claim”") in respect of which another Party party (the “"Indemnifying Party”") agreed to indemnify the Indemnified Party pursuant to this Agreement, the Indemnified Party shall, as soon as is reasonable, shall promptly give written notice thereof to the Indemnifying Party. Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “"Third Party Claim”") or whether the Claim does not so arise (a “"Direct Claim”"), and shall also specify with reasonable particularity (to the extent that the information is available) (i) the factual basis for the Claim; Claim and (ii) the amount of the Claim, if known. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive notice of any Claim in time to contest effectively the determination of any liability susceptible of being contested, the Indemnifying Party shall be entitled to set off against the amount claimed by the Indemnified Party the amount of any Losses incurred by the Indemnifying Party resulting from the Indemnified Party’s failure to give such notice on a timely basis.

Notice of Claim. In the event that a Party party (the “Indemnified Party”) shall become aware of any claim, proceeding or other matter (a “Claim”) in respect of which another Party party (the “Indemnifying Party”) agreed to indemnify the Indemnified Party pursuant to this Agreement, the Indemnified Party shall, as soon as is reasonable, shall promptly give written notice thereof to the Indemnifying Party. Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available) (i) the factual basis for the Claim; Claim and (ii) the amount of the Claim, if known. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive notice of any Claim in time to contest effectively the determination of any liability susceptible of being contested, the Indemnifying Party shall be entitled to set off against the amount claimed by the Indemnified Party the amount of any Losses incurred by the Indemnifying Party resulting from the Indemnified Party’s failure to give such notice on a timely basis.

Notice of Claim. In the event that a If an Indemnified Party (the “Indemnified Party”) shall become becomes aware of any claimact, proceeding omission or other matter (a “Claim”) state of facts that may give rise to Losses in respect of which another Party (the “Indemnifying Party”) agreed to indemnify a right of indemnification is provided for under Section 9.1, then the Indemnified Party pursuant to this Agreement, the Indemnified Party shall, as soon as is reasonable, shall promptly give written notice thereof to the Indemnifying Party. Such (a “Notice of Claim”), which notice shall specify whether the Claim arises potential Losses arise as a result of a claim by Direct Claim or a person against the Indemnified Party (a “Third Third-Party Claim”) or whether the . Each Notice of Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available) ): (i) the factual basis for the ClaimClaim and any provisions of this Agreement, or of any Applicable Law, relied upon; and (ii) the amount of the ClaimClaim or, if known. Ifan amount is not determinable, through the fault an approximate and reasonable estimate of the potential Claim; provided that the failure by an Indemnified Party, Party to timely provide a Notice of Claim shall not relieve or diminish the Indemnifying Party does not receive notice of any Claim in time from its indemnification obligations pursuant to contest Section 9.1 unless and only to the determination of any liability susceptible of being contested, the extent such failure or delay has prejudiced or could reasonably be expected to prejudice such Indemnifying Party shall be entitled Party’s ability to set off against the amount claimed by the Indemnified Party fully respond or the amount of any Losses incurred by the Indemnifying Party resulting from the Indemnified Party’s failure to give such notice on a timely basisLosses.

Notice of Claim. In the event that a Party party to this Agreement (the “"Indemnified Party”") shall become aware of any claim, proceeding or other matter (a “"Claim”") in respect of which another Party party to this Agreement (the “"Indemnifying Party”") agreed to indemnify the Indemnified Party pursuant to this Agreement, the Indemnified Party shall, as soon as is reasonable, shall promptly give written notice thereof to the Indemnifying Party. Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “"Third Party Claim”") or whether the Claim does not so arise (a “"Direct Claim”"), and shall also specify with reasonable particularity (to the extent that the information is available) (i) the factual basis for the Claim; Claim and (ii) the amount of the Claim, if known. If, through the fault gross negligence or wilful misconduct of the Indemnified Party, the Indemnifying Party does not receive notice of any Claim in time to contest effectively the determination of any liability susceptible of being contested, the Indemnifying Party shall be entitled to set off against the amount claimed by the Indemnified Party the amount of any Losses Liabilities incurred by the Indemnifying Party resulting from the Indemnified Party’s 's failure to give such notice on a timely basis.

Notice of Claim. In the event that a Party (the “Indemnified Party”) If any legal proceedings shall become aware of be --------------- instituted, or any claimclaim or demand made, proceeding or other matter (a “Claim”) against an indemnified party in respect of which another Party (an indemnifying party may be liable hereunder, or if either party hereto for any reason shall believe that it has a claim against the “Indemnifying Party”) agreed to indemnify the Indemnified Party other pursuant to the indemnity provisions set forth in this Agreement, then the indemnified party or the party believing it has a claim against the other, as the case may be (in either case, the "Indemnified Party"), shall give prompt written notice hereunder ----------------- to the indemnifying party or the party against whom the party giving notice believes it has a claim, as the case may be (in either case, the "Indemnifying Party") and shall use best efforts to send such ------------------ notice no later than fifteen (15) days of the Indemnified Party shallParty's own notice of such claim; provided, as soon as is reasonablehowever, give written that the failure to provide such prompt notice thereof to shall not affect the Indemnifying Party's obligation to indemnify except to the extent of the Indemnifying Party's actual damages caused by such failure. Such notice shall specify whether in reasonable detail the Claim arises as a result date such underlying claim or belief first was asserted or arose, the nature of a claim by a person against the Indemnified Party (a “Third Party Claim”loss(es) or whether the Claim does not so arise (a “Direct Claim”)for which payment is claimed, and shall also specify with reasonable particularity (to the extent that the information is available) (i) the factual basis for the Claim; and (ii) the amount of the Claim, if known. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive notice of any Claim payable in time to contest the determination of any liability susceptible of being contested, the Indemnifying Party shall be entitled to set off against the amount claimed by the Indemnified Party the amount of any Losses incurred by the Indemnifying Party resulting from the Indemnified Party’s failure to give such notice on a timely basisrespect thereto.

Notice of Claim. In the event that a Party party (the “Indemnified Party”) shall become aware of any claim, proceeding or other matter (a “Claim”) Loss in respect of which another Party party (the “Indemnifying Party”) agreed to indemnify the Indemnified Party pursuant to this Agreementthe Holdco Agreement (a “Claim”), the Indemnified Party shall, as soon as is reasonable, shall promptly give written notice thereof to the Indemnifying Party. Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available) (i) the factual basis for the Claim; Claim and (ii) the amount of the Claim, if known. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive notice of any Claim in time to contest effectively the determination of any liability susceptible of being contested, the Indemnifying Party shall be entitled to set off against the amount claimed by the Indemnified Party the amount of any Losses incurred by the Indemnifying Party resulting directly from the Indemnified Party’s failure to give such notice on a timely basis.

Notice of Claim. In the event that a Party (the “Indemnified Party”) shall become aware of any claim, proceeding or other matter (a “Claim”) in respect of which another Party (the “Indemnifying Party”) agreed to indemnify the Indemnified Party pursuant to this Agreement, the Indemnified Party shall, as soon as is reasonable, give written notice thereof to the Indemnifying Party. Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available) (i) ): the factual basis for the Claim; and (ii) the amount of the Claim, if known. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive notice of any Claim in time to contest the determination of any liability susceptible of being contested, the Indemnifying Party shall be entitled to set off against the amount claimed by the Indemnified Party the amount of any Losses incurred by the Indemnifying Party resulting from the Indemnified Party’s failure to give such notice on a timely basis.

Notice of Claim. In the event that If a Buyer Indemnified Party or a Seller Indemnified Party (collectively, the “Indemnified Party”) shall become aware of any claim, proceeding or other matter (a “Claim”) in respect of which another may give rise to a Loss, the Indemnified Party shall promptly give notice thereof to the other party from whom it seeks indemnification (the “Indemnifying Party”) agreed to indemnify the Indemnified Party pursuant to this Agreement, the Indemnified Party shall, as soon as is reasonable, give written notice thereof to the Indemnifying Party). Such notice shall specify whether the Claim arises as a result of a claim is asserted by a person against the Indemnified Party Person who is not a party to this Agreement (a “Third Party Claim”) or whether the Claim does not so arise is asserted by a party to this Agreement (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available) (i) the factual basis for the Claim; Claim and (ii) the amount of the Claim, if known. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive notice of any Claim in time to contest effectively the determination of any liability Loss susceptible of being contested, the Indemnifying Party shall be entitled to set off against the amount claimed by the Indemnified Party the amount of any Losses incurred by the Indemnifying Party resulting from the Indemnified Party’s failure to give such notice on a timely basis.

Notice of Claim. In Subject to the holdback procedures in Section 6.6, in the event that a Party party (the “"Indemnified Party”") shall become aware of any claim, proceeding or other matter (a “Claim”) Claim in respect of which another Party party (the “"Indemnifying Party”") agreed to indemnify the Indemnified Party pursuant to this Agreement, the Indemnified Party shall, as soon as is reasonable, shall promptly give written notice thereof to the Indemnifying Party. Such notice shall specify whether the Claim arises as a result of a claim by a person Person against the Indemnified Party (a “"Third Party Claim”") or whether the Claim does not so arise (a “"Direct Claim”"), and shall also specify with reasonable particularity (to the extent that the information is available) (i) the factual basis for the Claim; Claim and (ii) the amount of the Claim, if knownknown (or if an amount is not then determinable, an estimate of the amount of the Claim, if an estimate is feasible in the circumstances). If, through the fault of the Indemnified Party, the Indemnifying Party does not receive notice of any Claim in time to contest effectively the determination of any liability susceptible of being contested, the Indemnifying Party shall be entitled to set off against the amount claimed by the Indemnified Party the amount of any Losses incurred by the Indemnifying Party resulting from the Indemnified Party’s 's failure to give such notice on a timely basis.

Notice of Claim. In the event that a Party party (the “"Indemnified Party”") shall become aware of any claim, proceeding or other matter (a “"Claim”") in respect of which another Party party (the “"Indemnifying Party”") agreed to indemnify the Indemnified Party pursuant to this Agreement, the Indemnified Party shall, as soon as is reasonable, shall promptly give written notice thereof to the Indemnifying Party. Such notice shall specify whether the Claim arises as a result of a claim by a person Person against the Indemnified Party (a “"Third Party Claim”") or whether the Claim does not so arise (a “"Direct Claim”"), and shall also specify with reasonable particularity (to the extent that the information is available) (i) readily available to the Indemnified Party), the factual basis for the Claim; and (ii) . If the amount Indemnified Party becomes aware of the Claim, if known. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive notice of any Claim in time to permit the Indemnifying Party to effectively contest the determination of any liability susceptible of being contestedcontested but does not give the Indemnifying Party timely notice of such Claim, the Indemnifying Party shall be entitled to set off against the amount claimed by the Indemnified Party the amount of by which any Losses incurred by the Indemnifying Indemnified Party resulting from would have been reduced had the Indemnified Party’s failure to give Party given such notice on a timely basis.

Notice of Claim. In the event that a Party Person indemnified under either of Sections 9.1 or 9.2 (the “Indemnified Party”) shall become aware of any claim, proceeding or other matter (a “Claim”) Claim in respect of which another any other Party (the “Indemnifying Party”) agreed to indemnify the Indemnified Party pursuant to this Agreement, the Indemnified Party shall, as soon as is reasonable, shall promptly give written notice thereof to the Indemnifying Party. Such notice shall specify whether the Claim arises as a result of a claim by a person Person (a “Third Party”) against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available) (i) the factual basis for the Claim; Claim and (ii) the amount of the Claim, if known. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive notice of any Claim in time to contest effectively the determination of any liability susceptible of being contested, the Indemnifying Party shall be entitled to set off against the amount claimed by the Indemnified Party the amount of any Losses incurred by the Indemnifying Party resulting from the Indemnified Party’s failure to give such notice on a timely basis.

Notice of Claim. In the event that a Party party (the “"Indemnified Party”") shall become aware of any claim, proceeding or other matter (a “Claim”) Claim in respect of which another Party party (the “"Indemnifying Party”") agreed to indemnify the Indemnified Party pursuant to this Agreement, the Indemnified Party shall, as soon as is reasonable, shall promptly give written notice thereof to the Indemnifying Party. Such notice shall specify state whether the Claim arises as a result of a claim Claim by a person Person against the Indemnified Party (a “"Third Party Claim”") or whether the Claim does not so arise (a “"Direct Claim”"), and shall also specify with reasonable particularity (to the extent that the information is available) (i) the factual basis for the Claim; Claim and (ii) the amount of the Claim, if known. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive notice of any Claim in time to contest the determination of any liability susceptible of being contested, the Indemnifying Party shall be entitled to set off against the amount claimed Failure by the Indemnified Party the amount of any Losses incurred by to give notice to the Indemnifying Party resulting pursuant to this Section 11.4 shall not be a waiver of or release the Indemnifying Party from any obligation to indemnify the Indemnified Party’s Party except and only to the extent that the Indemnifying Party is materially prejudiced as a result of the failure to give receive such notice on a timely basisnotice.

Notice of Claim. In If the event that a Indemnified Party (the “Indemnified Party”) shall become aware of any claim, proceeding or other matter (a “"Claim”) in respect "), that may give rise to a Loss that will be taken into account for purposes of which another Party (calculating the “Indemnifying Party”) agreed to indemnify the Indemnified Party pursuant to amount of any indemnity obligation under this AgreementArticle 9, the Indemnified Party shall, as soon as is reasonable, shall promptly give written notice Notice thereof to the Indemnifying Party. Such notice Notice shall specify whether the Claim arises as a result of a claim Claim by a person third party against the Indemnified Party (a “"Third Party Claim”") or whether the Claim does not so arise as a result of a Claim by a third party against the Indemnified Party (a “"Direct Claim”"), and shall also specify with reasonable particularity (to the extent that the information is available) (i) the factual basis for the Claim; Claim and (ii) the amount of the Claim, if known. IfIf the Indemnified Party does not promptly give Notice of any Claim as specified above, through the fault of such failure shall not affect the Indemnified Party's right to indemnification hereunder for Losses in connection with such Claim, except to the extent the Indemnifying Party does not receive notice Party's rights are prejudiced by such failure; provided, however, that nothing in this Section 9.9 shall mitigate the obligation of any Claim in time to contest the determination of any liability susceptible of being contested, the Indemnifying Party shall be entitled to set off against the amount claimed by the an Indemnified Party to provide such Notice during the amount of any Losses incurred by the Indemnifying Party resulting from the Indemnified Party’s failure to give such notice on a timely basisperiod specified in Section 9.1.

Notice of Claim. In Subject to the holdback procedures in Section 6.5, in the event that a Party party (the “Indemnified Party”) shall become aware of any claim, proceeding or other matter (a “Claim”) Claim in respect of which another Party party (the “Indemnifying Party”) agreed to indemnify the Indemnified Party pursuant to this Agreement, the Indemnified Party shall, as soon as is reasonable, shall promptly give written notice thereof to the Indemnifying Party. Such notice shall specify whether the Claim arises as a result of a claim by a person Person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available) (i) the factual basis for the Claim; Claim and (ii) the amount of the Claim, if knownknown (or if an amount is not then determinable, an estimate of the amount of the Claim, if an estimate is feasible in the circumstances). If, through the fault of the Indemnified Party, the Indemnifying Party does not receive notice of any Claim in time to contest effectively the determination of any liability susceptible of being contested, the Indemnifying Party shall be entitled to set off against the amount claimed by the Indemnified Party the amount of any Losses incurred by the Indemnifying Party resulting from the Indemnified Party’s 's failure to give such notice on a timely basis.

Notice of Claim. In the event that If a Party (the “Indemnified Party”) shall become aware of any claim, proceeding or other matter (a “Claim”) Claim in respect of which another the other Party (the “Indemnifying Party”) agreed to indemnify the Indemnified Party pursuant to this Agreement, the Indemnified Party shall, as soon as is reasonable, shall promptly give written notice thereof (a “Notice of Claim”) to the Indemnifying Party. Such notice shall specify whether the Claim arises as a result of a claim Claim by a person Third Party against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available) (i) the factual basis for the Claim; Claim and (ii) the amount of the Claim, if known. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive notice of any Claim in time to contest effectively the determination of any liability Liability susceptible of being contestedcontested or to assert a right to recover an amount under applicable insurance coverage, then the Liability of the Indemnifying Party shall be entitled to set off against the amount claimed by the Indemnified Party under this Article 13 shall be reduced to the amount of any extent that Losses are incurred by the Indemnifying Party resulting from the Indemnified Party’s failure to give such notice on a timely basis.

Notice of Claim. In the event that a Party party (the “Indemnified Party”"INDEMNIFIED PARTY") shall become aware of any claim, proceeding or other matter which may result in a Loss (a “Claim”"CLAIM") in respect of which another Party party (the “Indemnifying Party”"INDEMNIFYING PARTY") agreed to indemnify the Indemnified Party pursuant to this Agreement, the Indemnified Party shall, as soon as is reasonable, shall promptly give written notice thereof to the Indemnifying Party. Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”"THIRD PARTY CLAIM") or whether the Claim does not so arise (a “Direct Claim”"DIRECT CLAIM"), and shall also specify with reasonable particularity (to the extent that the information is available) (i) the factual basis for the Claim; Claim and (ii) the amount of the Claim, if known. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive notice of any Claim in time to contest effectively the determination of any liability susceptible of being contested, the Indemnifying Party shall be entitled to set off against the amount claimed by the Indemnified Party the amount of any Losses incurred by the Indemnifying Party resulting from the Indemnified Party’s 's failure to give such notice on a timely basis.

Notice of Claim. In the event that If a claim by a third party is made against any Seller Indemnified Party or any Purchaser Indemnified Party (the any such person, an “Indemnified Party”) or an Indemnified Party shall become aware otherwise learn of any an assertion or of a potential claim, proceeding or other matter and if such Indemnified Party intends to seek indemnity with respect thereto under this Article VIII, such Indemnified Party shall promptly furnish written notice of such claim (a “Claim”in reasonable detail and including the factual basis for such claim and, to the extent known, the amount thereof) to the Party against whom indemnity is sought (such Party, in respect of which another Party (such capacity, the “Indemnifying Party”) agreed to indemnify the Indemnified Party pursuant to this Agreement). Thereafter, the Indemnified Party shall, as soon as is reasonable, give written notice thereof shall deliver to the Indemnifying Party. Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available) (i) the factual basis for the Claim; and (ii) the amount of the Claim, if known. If, through the fault of promptly after the Indemnified Party’s receipt thereof, the Indemnifying Party does not receive notice copies of any Claim in time to contest the determination of any liability susceptible of being contested, the Indemnifying Party shall be entitled to set off against the amount claimed all material notices and documents (including court papers) received or transmitted by the Indemnified Party relating to such claim. The failure or delay of the amount Indemnified Party to deliver prompt written notice of any Losses incurred by a claim shall not affect the indemnity obligations of the Indemnifying Party resulting from hereunder, except to the Indemnified Party’s extent the Indemnifying Party was actually and materially disadvantaged by such failure to give or delay in delivery of notice of such notice on a timely basisclaim.

Notice of Claim. In Each month, each Indemnified Party shall notify --------------- the event other party of any potential indemnity claims that have come to the attention of the Indemnified Party (provided that a good faith failure to notify the other party of such claims will not affect the rights and obligations of either party under this Article). In addition, if an Indemnified Party (the “Indemnified Party”) shall become becomes aware of any claim, proceeding or other matter (a “Claim”) Claim in respect of which another Party (the “Indemnifying Party”) agreed to indemnify the Indemnified Party indemnification is provided for pursuant to this Agreement, the Indemnified Party shall, as soon as is reasonable, shall promptly give written notice thereof of the Claim to the Indemnifying Party. Such notice shall specify whether the Claim arises as a result of a claim Claim by a person other than a party against the Indemnified Party (a “"Third Party Claim”") or whether the Claim does not so arise (a “"Direct Claim”"), and shall also specify with reasonable particularity (to the extent that the information is available) ): (i) the factual basis for of the Claim; and (ii) the amount of the Claim, if known. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive notice of any a Claim in time effectively to contest the determination of any liability susceptible of to being contested, then the liability of the Indemnifying Party shall be entitled to set off against the amount claimed by the Indemnified Party under this Section 6.4 shall be reduced by the amount of any Losses losses incurred by the Indemnifying Party resulting from the Indemnified Party’s 's failure to give such notice on a timely basis.

Notice of Claim. In the event that a Party party (the “"Indemnified Party”") shall become aware of any claim, proceeding or other matter (a “"Claim”") in respect of which another Party party (the “"Indemnifying Party”") agreed to indemnify the Indemnified Party pursuant to this Agreement, the Indemnified Party shall, as soon as is reasonable, shall promptly give written notice thereof to the Indemnifying Party. Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “"Third Party Claim”") or whether the Claim does not so arise (a “"Direct Claim”"), and shall also specify with reasonable particularity (to the extent that the information is available) (i) the factual basis for the Claim; Claim and (ii) the amount of the Claim, if known. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive notice of any Claim in time to contest effectively the determination of any liability susceptible of being contested, the Indemnifying Party shall be entitled to set off against the amount claimed by the Indemnified Party the amount of any Losses incurred by the Indemnifying Party resulting from the Indemnified Party’s 's Losses incurred by the Indemnified Parties failure to give such notice on a timely basis.

Notice of Claim. In the event that a Party If either JT or Corixa, or any Affiliate of JT or Corixa (the “in each case an "Indemnified Party”) shall become aware "), receives any written claim which it believes is the subject of any claimindemnity hereunder by either Corixa or JT, proceeding or other matter as the case may be (a “Claim”) in respect of which another Party (the “each case an "Indemnifying Party”) agreed to indemnify the Indemnified Party pursuant to this Agreement"), the Indemnified Party shall, as soon as is reasonablereasonably practicable after forming such belief, give written notice thereof to the Indemnifying Party. Such notice shall specify whether the Claim arises as a result , including full particulars of a such claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent known to the Indemnified Party; provided, however, that the information is available) (i) failure to give timely notice to the factual basis for Indemnifying Party as contemplated hereby shall not release the Claim; and (ii) Indemnifying Party from any liability to the amount of Indemnified Party. The Indemnifying Party shall have the Claimright, if known. If, through the fault of by prompt notice to the Indemnified Party, to assume the defense of such claim with counsel reasonably satisfactory to the Indemnified Party, and at the cost of the Indemnifying Party. If the Indemnifying Party does not receive notice so assume the defense of any Claim in time to contest such claim, the determination Indemnified Party may assume such defense with counsel of any liability susceptible its choice at the sole expense of being contested, the Indemnifying Party. If the Indemnifying Party so assumes such defense, the Indemnified Party may participate therein through counsel of its choice, but the cost of such counsel shall be entitled to set off against the amount claimed borne solely by the Indemnified Party the amount of any Losses incurred by the Indemnifying Party resulting from the Indemnified Party’s failure to give such notice on a timely basis.

Notice of Claim. In the event that a Party party (the “Indemnified Party”) shall become aware of any claim, proceeding or other matter (a “Claim”) in respect of which another Party party (the “Indemnifying Party”) agreed to indemnify the Indemnified Party pursuant to this Agreement, the Indemnified Party shall, as soon as is reasonable, shall promptly give written notice thereof to the Indemnifying Party. Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available) (i) the factual basis for the Claim; Claim and (ii) the amount of the Claim, if known. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive notice of any Claim in time to contest effectively the determination of any liability susceptible of being contested, the Indemnifying Party shall be entitled to set off against the amount claimed by the Indemnified Party the amount of any Losses incurred by the Indemnifying Party resulting from the Indemnified Party’s 's failure to give such notice on a timely basis; provided, however, that an Indemnifying Party shall not be entitled to any set off if the failure by the Indemnified Party to timely give notice of a Claim does not prejudice such Indemnifying Party.

Notice of Claim. In the event that a Party party (the “Indemnified Party”) shall become aware of any claim, proceeding Proceeding or other matter (a “Claim”) in respect of which another Party the other party (the “Indemnifying Party”) agreed to indemnify the Indemnified Party pursuant to this Agreement, the Indemnified Party shall, as soon as is reasonable, shall promptly give written notice thereof to the Indemnifying Party. Such notice shall specify whether the Claim arises as a result of a claim by a person third party Person (a “Third Party”) against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available) (i) the factual basis for the Claim; Claim and (ii) the amount of the Claim, if known. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive notice of any Claim in time to contest effectively the determination of any liability susceptible of being contested, the Indemnifying Party shall be entitled to set off against the amount claimed by the Indemnified Party the amount of any Losses incurred by the Indemnifying Party resulting from the Indemnified Party’s failure to give such notice on a timely basis.. 50

Notice of Claim. In the event that a Party person entitled to indemnification hereunder (the “Indemnified Party”) shall become aware of any claim, proceeding or other matter (a “Claim”) in respect of which another Party a party (the “Indemnifying Party”) has agreed to indemnify the Indemnified Party pursuant to this Agreement, the Indemnified Party shall, as soon as is reasonable, shall promptly give written notice thereof to the Indemnifying Party. Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available) (i) ), the factual basis for the Claim; Claim and (ii) the amount of the Claim, if known. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive notice of any Claim in time effectively to contest the determination of any liability susceptible of being contested, the Indemnifying Party shall be entitled to set off against the amount claimed by the Indemnified Party the amount of any Losses incurred by the Indemnifying Party resulting from the Indemnified Party’s failure to give such notice on a timely basis. Notwithstanding the foregoing, an Indemnified party shall provide notice of any Claim relating to Taxes no later than 30 days after the assessment or reassessment of such Taxes.

Notice of Claim. In the event that a Party party (the “Indemnified Party”) shall become aware of any claim, proceeding or other matter (a “Claim”) in respect of which another Party party (the “Indemnifying Party”) agreed to indemnify the Indemnified Party pursuant to this Agreement, the Indemnified Party shall, as soon as is reasonable, shall promptly give written notice thereof to the Indemnifying Party. Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available) (i) the factual basis for the Claim; Claim and (ii) the amount of the Claim, if known. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive notice of any Claim in time to contest effectively the determination of any liability susceptible of being contested, the Indemnifying Party shall be entitled to set off against the amount claimed by the Indemnified Party the amount of any Losses incurred by the Indemnifying Party resulting from the Indemnified Party’s failure to give such notice on a timely basis; provided, however, that an Indemnifying Party shall not be entitled to any set off if the failure by the Indemnified Party to timely give notice of a Claim does not prejudice such Indemnifying Party.

Notice of Claim. In the event that a Party party (the “Indemnified Party”) shall become aware of any claim, proceeding or other matter (a “Claim”) in respect of which another Party the other party (the “Indemnifying Party”) has agreed to indemnify the Indemnified Party pursuant to this Agreement, the Indemnified Party shall, as soon as is reasonable, shall promptly give written notice thereof to the Indemnifying Party. Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available) (i) ), the factual basis for the Claim; Claim and (ii) the amount of the Claim, if known. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive notice of any Claim in time effectively to contest the determination of any liability susceptible of being contested, the Indemnifying Party shall be entitled to set off against the amount claimed by the Indemnified Party the amount of any Losses incurred by the Indemnifying Party resulting from the Indemnified Party’s failure to give such notice on a timely basis.

Notice of Claim. In the event that a Party party entitled to indemnification hereunder (the “"Indemnified Party”") shall become aware of any claim, proceeding or other matter (a “"Claim”") in respect of which another Party the other party (the “"Indemnifying Party”") has agreed to indemnify the Indemnified Party pursuant to this Agreement, the Indemnified Party shall, as soon as is reasonable, shall promptly give written notice thereof to the Indemnifying Party. Such notice shall specify whether the Claim arises as a result of a claim by a person ("Third Party") against the Indemnified Party (a “"Third Party Claim”") or whether the Claim does not so arise (a “"Direct Claim”), ") and shall also specify with reasonable particularity (to the extent that the information is available) (i) the factual basis for the Claim; Claim and (ii) the amount of the Claim, if known. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive notice of any Claim in time to contest the determination of any liability susceptible of being contested, the Indemnifying Party shall be entitled to set off against the amount claimed by the Indemnified Party the amount of any Losses incurred by the Indemnifying Party resulting from the Indemnified Party’s The failure promptly to give such notice on a timely basisor the failure of such notice to identify the Claim with sufficient particularity shall not relieve the Indemnifying Party of any of its indemnification obligations contained herein if the Indemnified Party has actually given written notice to the Indemnifying Party and has otherwise complied with the provisions of this Article 8, except where, and solely to the extent that, such failure actually prejudices the rights of such Indemnifying Party.

Notice of Claim. In the event that a Party party (the “Indemnified Party”) shall become aware of any claim, proceeding or other matter (a “Claim”) in respect of which another Party party (the “Indemnifying Party”) has agreed to indemnify the Indemnified Party pursuant to this Agreement, the Indemnified Party shall, as soon as is reasonable, shall promptly give written notice thereof to the Indemnifying Party. Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available) (i) ), the factual basis for the Claim; Claim and (ii) the amount of the Claim, if known. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive notice of any Claim in time effectively to contest the determination of any liability susceptible of being contested, the Indemnifying Party shall be entitled to set off against the amount claimed by the Indemnified Party the amount of any Losses incurred by the Indemnifying Party resulting from the Indemnified Party’s failure to give such notice on a timely basis.

Notice of Claim. In the event that a If an Indemnified Party (the “Indemnified Party”) shall become becomes aware of any claimact, proceeding omission or other matter (a “Claim”) state of facts that may give rise to Losses in respect of which another Party (the “Indemnifying Party”) agreed to indemnify a right of indemnification is provided for under Section 9.1, then the Indemnified Party pursuant to this Agreement, the Indemnified Party shall, as soon as is reasonable, shall promptly give written notice thereof to the Indemnifying Party. Such (a “Notice of Claim”), which notice shall specify whether the Claim arises potential Losses arise as a result of a claim by Direct Claim or a person against the Indemnified Party (a “Third Third- Party Claim”) or whether the . Each Notice of Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available) ): (i) the factual basis for the ClaimClaim and any provisions of this Agreement, or of any Applicable Law, relied upon; and (ii) the amount of the ClaimClaim or, if known. Ifan amount is not determinable, through the fault an approximate and reasonable estimate of the potential Claim; provided that the failure by an Indemnified Party, Party to timely provide a Notice of Claim shall not relieve or diminish the Indemnifying Party does not receive notice of any Claim in time from its indemnification obligations pursuant to contest Section 9.1 unless and only to the determination of any liability susceptible of being contested, the extent such failure or delay has prejudiced or could reasonably be expected to prejudice such Indemnifying Party shall be entitled Party’s ability to set off against the amount claimed by the Indemnified Party fully respond or the amount of any Losses incurred by the Indemnifying Party resulting from the Indemnified Party’s failure to give such notice on a timely basisLosses.

Notice of Claim. In the event that a Party party (the “"Indemnified Party”") shall become aware of any claim, proceeding or other matter (a “Claim”"claim") in respect of which another Party party (the “"Indemnifying Party”") has agreed to indemnify the Indemnified Party pursuant to this Agreement, the Indemnified Party shall, as soon as is reasonable, shall promptly give written notice thereof to the Indemnifying Party. Such notice shall specify whether the Claim arises as a result of a claim by a person Person against the Indemnified Party (a “"Third Party Claim”") or whether the Claim does not so arise (a “"Direct Claim”), ") and shall also specify with reasonable particularity (particularity, to the extent that the information is available) (i) , the factual basis for the Claim; Claim and (ii) the amount of the Claim, if known. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive notice of any Claim in time to contest effectively the determination of any liability susceptible of being contested, the Indemnifying Party Page shall be entitled to set set-off against the amount claimed by the Indemnified Party the amount of any Losses incurred by the Indemnifying Party resulting from the Indemnified Party’s 's failure to give such notice on a timely basis.

Notice of Claim. In the event that a Party (the “"Indemnified Party”") shall become aware of any claim, proceeding or other matter (a “"Claim”") in respect of which another Party party (the “"Indemnifying Party”") agreed to indemnify the Indemnified Party pursuant to this Agreement, the Indemnified Party shall, as soon as is reasonable, shall promptly give written notice thereof to the Indemnifying Party. Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “"Third Party Claim”") or whether the Claim does not so arise (a “"Direct Claim”"), and shall also specify with reasonable particularity (to the extent that the information is available) (i) the factual basis for the Claim; Claim and (ii) the amount of the Claim, if known. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive notice of any Claim in time to contest effectively the determination of any liability susceptible of being contested, the Indemnifying Party shall be entitled to set off against the amount claimed by the Indemnified Party the amount of any Losses incurred by the Indemnifying Party resulting from the Indemnified Party’s 's failure to give such notice on a timely basis.

Notice of Claim. In the event that a Party (the “Indemnified Party”) shall become If any Indemnitee receives notice or becomes aware of any claim, proceeding or other matter (a “Claim”) in respect of to which another an Indemnifying Party (the “Indemnifying Party”) agreed is obligated to indemnify the Indemnified Party pursuant to provide indemnification under this Agreement, the Indemnified Party shall, as soon as is reasonable, Indemnitee shall reasonably promptly give written notice thereof to the Indemnifying Party, which notice shall be given in any event not later than 30 calendar days after receipt of notice or becoming aware of such Claim. Such notice shall specify whether the Claim arises as a result of a claim Claim by a person Person against the Indemnified Party Indemnitee (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available) (i) the factual basis for the Claim; Claim and (ii) the amount of the Claim, if known. If, through the fault of the Indemnified PartyIndemnitee, the Indemnifying Party does not receive notice of any Claim in time to contest effectively the determination of any liability susceptible of being contested, the Indemnifying Party shall be entitled to set set-off against the amount claimed by the Indemnified Party Indemnitee the amount of any Losses incurred by the Indemnifying Party resulting from the Indemnified PartyIndemnitee’s failure to give such notice on a timely basis.

Notice of Claim. In the event that a Party party (the “"Indemnified Party”") shall become aware of any claim, proceeding or other matter (a “"Claim”") in respect of which another Party the other party (the “"Indemnifying Party”") has agreed to indemnify the Indemnified Party pursuant to this Agreement, the Indemnified Party shall, as soon as is reasonable, shall promptly give written notice thereof to the Indemnifying Party. Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “"Third Party Claim”") or whether the Claim does not so arise (a “"Direct Claim”"), and shall also specify with reasonable particularity (to the extent that the information is available) (i) ), the factual basis for the Claim; Claim and (ii) the amount of the Claim, if known. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive notice of any Claim in time effectively to contest the determination of any liability susceptible of being contested, the Indemnifying Party shall be entitled to set off against the amount claimed by the Indemnified Party the amount of any Losses incurred by the Indemnifying Party resulting from the Indemnified Party’s 's failure to give such notice on a timely basis.

Notice of Claim. In the event that a Party party entitled to indemnification hereunder (the “"Indemnified Party”") shall become aware of any claim, proceeding or other matter (a “"Claim”") in respect of which another Party the other party (the “"Indemnifying Party”") has agreed to indemnify the Indemnified Party pursuant to this Agreement, the Indemnified Party shall, as soon as is reasonable, shall promptly give written notice thereof to the Indemnifying Party. Such notice shall specify whether the Claim arises as a result of a claim by a person Third Party against the Indemnified Party (a “"Third Party Claim”") or whether the Claim does not so arise (a “"Direct Claim”"), and shall also specify with reasonable particularity (to the extent that the information is available) (i) the factual basis for the Claim; Claim and (ii) the amount of the Claim, if known. If, through The failure to promptly give such notice or the fault failure of such notice to identify the Indemnified Party, Claim with sufficient particularity shall not relieve the Indemnifying Party does not receive notice of any Claim in time of its indemnification obligations contained herein if the Indemnified Party has actually given written notice to contest the determination of any liability susceptible of being contested, the Indemnifying Party shall be entitled and has otherwise complied with the provisions of this Article 11 except where, and solely to set off against the amount claimed by extent that, such failure actually prejudices the Indemnified Party the amount rights of any Losses incurred by the such Indemnifying Party resulting from the Indemnified Party’s failure to give such notice on a timely basis.

Notice of Claim. In the event that a Party party to this Agreement (the “Indemnified Party”) shall become aware of any claim, proceeding or other matter (a “Claim”) in respect of which another Party party to this Agreement (the “Indemnifying Party”) agreed to indemnify the Indemnified Party pursuant to this Agreement, the Indemnified Party shall, as soon as is reasonable, shall promptly give written notice thereof to the Indemnifying Party. Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available) (i) the factual basis for the Claim; Claim and (ii) the amount of the Claim, if known. If, through the fault gross negligence or wilful misconduct of the Indemnified Party, the Indemnifying Party does not receive notice of any Claim in time to contest effectively the determination of any liability susceptible of being contested, the Indemnifying Party shall be entitled to set off against the amount claimed by the Indemnified Party the amount of any Losses Liabilities incurred by the Indemnifying Party resulting from the Indemnified Party’s failure to give such notice on a timely basis.

Notice of Claim. In the event that a Party party (the “Indemnified Party”) shall become aware of any claim, proceeding or other matter (a “Claim”) in respect of which another Party party (the “Indemnifying Party”) has agreed to indemnify the Indemnified Party pursuant to this Holdco Agreement, the Indemnified Party shall, as soon as is reasonable, shall promptly give written notice thereof to the Indemnifying Party. Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available) (i) the factual basis for the Claim; Claim and (ii) the amount of the Claim, if known. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive notice of any Claim in time to contest effectively the determination of any liability susceptible of being contested, the Indemnifying Party shall be entitled to set off against the amount claimed by the Indemnified Party the amount of any Losses incurred by the Indemnifying Party resulting directly from the Indemnified Party’s failure to give such notice on a timely basis.

Notice of Claim. 6694212.36694212.4 In the event that a Party party (the “Indemnified Party”) shall become aware of any claim, proceeding or other matter (a “Claim”) Claim in respect of which another Party the other party (the “Indemnifying Party”) has agreed to indemnify the Indemnified Party pursuant to this Agreement, the Indemnified Party shall, as soon as is reasonable, shall promptly give written notice thereof to the Indemnifying Party. Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available) (i) ), the factual basis for the Claim; Claim and (ii) the amount of the Claim, if known. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive notice of any Claim in time effectively to contest the determination of any liability susceptible of being contested, the Indemnifying Party shall be entitled to set off against the amount claimed by the Indemnified Party the amount of any Losses incurred by the Indemnifying Party resulting from the Indemnified Party’s failure to give such notice on a timely basis.

Notice of Claim. In the event that a Party (the “Indemnified Party”) shall become As soon as is reasonably practicable after becoming aware of any claim, proceeding or other matter (a “Claim”) in respect of which another Party (the “Indemnifying Party”) agreed to indemnify the Indemnified Party pursuant to claim for indemnification under this Agreement, the Indemnifying Party shall promptly give notice to the Indemnifying Party of such claim and the amount the Indemnified Party shallwill be entitled to receive under the provisions of this Section 5.05, as soon as is reasonableprovided that the failure of the Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent (if any) that the Indemnifying Party shall not have prejudiced by such failure to give notice. Upon receipt of the written notice thereof notice, the Indemnifying Party shall defend the Indemnified Party at the Indemnifying Party’s sole expense by legal counsel reasonably satisfactory to the Indemnifying Party. Such notice shall specify whether Failure to Defend. In the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available) (i) the factual basis for the Claim; and (ii) the amount of the Claim, if known. If, through the fault of the Indemnified Party, event the Indemnifying Party does not receive notice elect to assume defense of any Claim claim, suit, action, or proceeding, then any failure of the Indemnified Party to defend or participate in time the defense of such claim, suit, action, or proceeding, or to contest the determination of any liability susceptible of being contestedcause be done, shall not relieve the Indemnifying Party shall be entitled to set off against the amount claimed by the Indemnified Party the amount of any Losses incurred by the Indemnifying Party resulting from the Indemnified Party’s failure to give such notice on a timely basisits obligations under this Section 5.05.

Notice of Claim. In the event Any claim for indemnification hereunder against any Indemnifying Party by an Indemnified Party on account of a Loss that does not result from a Third Party Claim (the a “Indemnified PartyDirect Claim”) shall become aware of any claim, proceeding or other matter (a “Claim”) in respect of which another Party (the “Indemnifying Party”) agreed to indemnify be asserted promptly after the Indemnified Party pursuant to this Agreement, the Indemnified Party shall, as soon as is reasonable, give becomes aware of such claim by written notice thereof to the Indemnifying Party. Such ; provided, however, that the failure to give such prompt written notice shall specify whether not relieve the Claim arises as a result Indemnifying Party of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (its indemnification obligations hereunder except to the extent that the information is available) Indemnifying Party suffers actual and material loss or prejudice as a result of such failure. Such notice by the Indemnified Party shall (i) describe the factual nature and basis for the Claim; and Direct Claim in reasonable detail, (ii) indicate the amount or estimated amount, if reasonably practicable, of the Claim, if known. If, through the fault of Loss that has been or may be sustained by the Indemnified Party, (iii) identify each provision of this Agreement under which the claim is made, (iv) include copies of all material written evidence and correspondence thereof or with respect thereto, (v) describe all claims, and the status of such claims, if any, for insurance coverage as contemplated in Section 7.5.1 and (vi) describe what actions, if any, the Indemnified Party has taken to mitigate any asserted Loss as contemplated in Section 7.5.4. The Indemnified Party shall provide to the Indemnifying Party does not receive notice copies of any documentation supporting the Direct Claim that is in time to contest the determination of any liability susceptible of being contested, the Indemnifying Party shall be entitled to set off against the amount claimed by the Indemnified Party the amount of any Losses incurred by the Indemnifying Party resulting from the Indemnified Party’s failure to give possession promptly following the delivery of the foregoing notice (or coming into possession of such notice on a timely basisdocumentation following delivery of the foregoing notice).

Notice of Claim. In the event that a Party party (the “Indemnified Party”"INDEMNIFIED PARTY") shall become aware of any claim, proceeding or other matter (other than in respect of Indemnified Taxes) (a “Claim”"CLAIM") in respect of which another Party the other party (the “Indemnifying Party”"INDEMNIFYING PARTY") agreed to indemnify the Indemnified Party pursuant to this Agreement, the Indemnified Party shall, as soon as is reasonable, shall promptly give written notice thereof to the Indemnifying Party. Such notice shall specify whether the Claim arises as a result of a claim by a person (a "THIRD PARTY") against the Indemnified Party (a “Third Party Claim”"THIRD PARTY CLAIM") or whether the Claim does not so arise (a “Direct Claim”"DIRECT CLAIM"), and shall also specify with reasonable particularity (to the extent that the information is available) (i) the factual basis for the Claim; Claim and (ii) the amount of the Claim, if known. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive notice of any Claim in time to contest effectively the determination of any liability susceptible of being contested, the Indemnifying Party shall be entitled to set off against the amount claimed by the Indemnified Party the amount of any Losses incurred by the Indemnifying Party resulting from the Indemnified Party’s 's failure to give such notice on a timely basis.

Notice of Claim. (a) In the event that a Party (the “Indemnified Party”) shall become becomes aware of any claim, proceeding Claim it or any of its Representatives or other matter related indemnified Persons may have arising out of or in connection with this Agreement or the Contribution Transaction (a “Indemnity Claim”), the Indemnified Party shall promptly give notice thereof (a “Notice of Claim”) in respect of which another to the other Party (the “Indemnifying Party”) agreed to indemnify the Indemnified Party pursuant to this Agreement, the Indemnified Party shall, as soon as from whom it is reasonable, give written notice thereof to the Indemnifying Partyseeking indemnification hereunder. Such notice Notice of Claim shall specify whether the Indemnity Claim arises as a result of a claim Claim by a person Person against the Indemnified Party (a “Third Party Claim”) or whether the Indemnity Claim does not so arise (a “Direct Claim”)arise, and shall also specify with reasonable particularity (to the extent that the information is available) ): (i) the factual basis for the Indemnity Claim; and (ii) the amount of the Indemnity Claim, if known. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive notice of any Claim in time to contest the determination of any liability susceptible of being contested, the Indemnifying Party shall be entitled to set off against the amount claimed by the Indemnified Party the amount of any Losses incurred by the Indemnifying Party resulting from the Indemnified Party’s A failure to give prompt notice as provided in this Section 10.3 shall not affect the rights or obligations of any party except and only to the extent that, as a result of such failure, any Party which was entitled to receive such notice on was directly prejudiced as a timely basisresult of such failure, including should it have been deprived of its right to recover any payment under its applicable insurance coverage.

Notice of Claim. In the event that a Party party (the “Indemnified Party”) shall become aware of any claim, proceeding or other matter (a “Claim”) in respect of which another Party the other party (the “Indemnifying Party”) has agreed to indemnify the Indemnified Party pursuant to this Agreement, the Indemnified Party shall, as soon as is reasonable, shall promptly give written notice thereof to the Indemnifying Party. Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available) (i) ), the factual basis for the Claim; Claim and (ii) the amount of the Claim, if known. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive notice of any Claim in time effectively to contest the determination of any liability susceptible of being contested, the Indemnifying Party shall be entitled to set off against the amount claimed by the Indemnified Party the amount of any Losses incurred by the Indemnifying Party resulting from the Indemnified Party’s 's failure to give such notice on a timely basis.

Notice of Claim. In If the event that a Indemnified Party (the “Indemnified Party”) shall become aware of any claim, proceeding or other matter (a “"Claim”") in respect which may give rise to a Loss that will be taken into account for purposes of which another Party (calculating whether the “Indemnifying Party”) agreed to indemnify the Indemnified Party 's indemnification obligation arises pursuant to this AgreementSection 8.1(c)(i) above, the Indemnified Party shall, as soon as is reasonable, shall promptly give written notice thereof to the Indemnifying Party. Such notice shall specify whether the Claim arises as a result of a claim Claim by a person Person against the Indemnified Party (a “"Third Party Claim”") or whether the Claim does not so arise (a “"Direct Claim”"), and shall also specify with reasonable particularity (to the extent that the information is available) (i) the factual basis for the Claim; Claim and (ii) the amount of the Claim, if known. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive notice of any Claim in time to contest effectively the determination of any liability Loss susceptible of being contested, the Indemnifying Party shall be entitled to set off against the amount claimed by the Indemnified Party (to be applied to the Deductible set forth in Section 8.1(c) or, if the Deductible has been satisfied to be paid to the Indemnified Party) the amount of any Losses incurred by the Indemnifying Party resulting from the Indemnified Party’s 's failure to give such notice on a timely basis.. (e)

Notice of Claim. In If the event that a Indemnified Party (the “Indemnified Party”) shall become aware of any claim, proceeding or other matter (a “"Claim”") in respect which may give rise to a Loss that will be taken into account for purposes of which another Party (calculating whether the “Indemnifying Party”) agreed to indemnify the Indemnified Party 's indemnification obligation arises pursuant to this AgreementSection 8.1(c)(i) above, the Indemnified Party shall, as soon as is reasonable, shall promptly give written notice thereof to the Indemnifying Party. Such notice shall specify whether the Claim arises as a result of a claim Claim by a person Person against the Indemnified Party (a “"Third Party Claim”") or whether the Claim does not so arise (a “"Direct Claim”"), and shall also specify with reasonable particularity (to the extent that the information is available) (i) the factual basis for the Claim; Claim and (ii) the amount of the Claim, if known. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive notice of any Claim in time to contest effectively the determination of any liability Loss susceptible of being contested, the Indemnifying Party shall be entitled to set off against the amount claimed by the Indemnified Party (to be applied to the Deductible set forth in Section 8.1(c) or, if the Deductible has been satisfied to be paid to the Indemnified Party) the amount of any Losses incurred by the Indemnifying Party resulting from the Indemnified Party’s 's failure to give such notice on a timely basis.

Notice of Claim. In If the event that a Indemnified Party (the “Indemnified Party”) shall become aware of any claim, proceeding or other matter other than the Retained Litigation (a “"Claim”) in respect "), which may give rise to a Loss that will be taken into account for purposes of which another Party (calculating whether the “Indemnifying Party”) agreed to indemnify the Indemnified Party 's indemnification obligation arises pursuant to this AgreementSection 6.1(b) or Section 6.1(c) above, the Indemnified Party shall, as soon as is reasonable, shall promptly give written notice thereof to the Indemnifying Party. Such notice shall specify whether the Claim arises as a result of a claim Claim by a person third party against the Indemnified Party (a “"Third Party Claim”") or whether the Claim does not so arise (a “"Direct Claim”"), and shall also specify with reasonable particularity (to the extent that the information is available) (i) the factual basis for the Claim; Claim and (ii) the amount of the Claim, if known. If, through the fault of If the Indemnified Party, the Indemnifying Party does not receive promptly give notice of any Claim in time to contest the determination of any liability susceptible of being contestedas specified above, the Indemnifying Party such failure shall be entitled to set off against the amount claimed by the Indemnified Party the amount of any Losses incurred by the Indemnifying Party resulting from not affect the Indemnified Party’s failure 's right to give indemnification or application to the applicable deductible set forth in Section 6.1(d) hereunder for Losses in connection with such notice on a timely basisClaim, except to the extent the Indemnifying Party's rights are prejudiced by such failure.

Notice of Claim. In the event that a Party party (the “Indemnified Party”) shall become aware of any claim, proceeding or other matter (other than in respect of Indemnified Taxes) (a “Claim”) in respect of which another Party the other party (the “Indemnifying Party”) agreed to indemnify the Indemnified Party pursuant to this Agreement, the Indemnified Party shall, as soon as is reasonable, shall promptly give written notice thereof to the Indemnifying Party. Such notice shall specify whether the Claim arises as a result of a claim by a person (a “Third Party”) against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available) (i) the factual basis for the Claim; Claim and (ii) the amount of the Claim, if known. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive notice of any Claim in time to contest effectively the determination of any liability susceptible of being contested, the Indemnifying Party shall be entitled to set off against the amount claimed by the Indemnified Party the amount of any Losses incurred by the Indemnifying Party resulting from the Indemnified Party’s failure to give such notice on a timely basis.

Notice of Claim. In the event that a Party party (the “"Indemnified Party”") shall become aware of any claim, proceeding or other matter (a “"Claim”") in respect of which another Party party (the “"Indemnifying Party”") agreed to indemnify the Indemnified Party pursuant to this the Holdco Agreement, the Indemnified Party shall, as soon as is reasonable, shall promptly give written notice thereof to the Indemnifying Party. Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “"Third Party Claim”") or whether the Claim does not so arise (a “"Direct Claim”"), and shall also specify with reasonable particularity (to the extent that the information is available) (i) the factual basis for the Claim; Claim and (ii) the amount of the Claim, if known. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive notice of any Claim in time to contest effectively the determination of any liability susceptible of being contested, the Indemnifying Party shall be entitled to set off against the amount claimed by the Indemnified Party the amount of any Losses incurred by the Indemnifying Party resulting directly from the Indemnified Party’s 's failure to give such notice on a timely basis.

Notice of Claim. In the event that a Party party (the “Indemnified Party”) shall become aware of any claim, proceeding or other matter (a “Claim”) in respect of which another Party party (the “Indemnifying Party”) has agreed to indemnify the Indemnified Party pursuant to this Agreement, the Indemnified Party shall, as soon as is reasonable, shall promptly give written notice thereof to the Indemnifying Party. Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available) (i) the factual basis for the Claim; Claim and (ii) the amount of the Claim, if known. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive notice of any Claim in time effectively to contest the determination of any liability susceptible of being contested, the Indemnifying Party shall be entitled to set off against the amount claimed by the Indemnified Party the amount of any Losses incurred by the Indemnifying Party resulting from the Indemnified Party’s failure to give such notice on a timely basis.

Notice of Claim. In the event that a Party (hereinafter, the “"Indemnified Party”") shall become aware of any claim, proceeding or other matter (a “Claim”) in respect of which another Party (hereinafter, the “"Indemnifying Party”") agreed to indemnify the Indemnified Party pursuant to this AgreementAgreement (hereinafter, a "Claim of Indemnity"), the Indemnified Party shall, as soon as is reasonable, shall promptly give written notice thereof to the Indemnifying Party. Such notice (which will have the effect indicated under Section 5.3 of this Agreement) shall specify whether the Claim of Indemnity arises as a result of a claim by a person Person against the Indemnified Party (hereinafter, a “"Third Party Claim”") or whether the Claim of Indemnity does not so arise (hereinafter, a “"Direct Claim”"), and shall also specify with reasonable particularity (to the extent that the information is available) (i) the factual basis for the Claim; Claim of Indemnity and (ii) the amount of the ClaimClaim of Indemnity, if known, together with copy of any relevant documents to the extent available. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive notice of any Claim of Indemnity in time to contest effectively the determination of any liability susceptible of being contested, the Indemnifying Party shall be entitled to set off against the amount claimed by the Indemnified Party the amount of any Losses incurred by the Indemnifying Party resulting directly from the Indemnified Party’s 's failure to give such notice on a timely basis.