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 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 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 (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”) 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 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 (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 If the event that a Indemnified 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 may give rise to indemnify the Indemnified Party pursuant to this Agreementa Loss, the Indemnified Party shall, as soon as is reasonable, shall promptly give written notice thereof to the Indemnifying PartySellers. 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 Sellers do not receive notice of any Claim in time to contest effectively the determination of any liability Loss susceptible of being contested, the Indemnifying Party Sellers shall be entitled to set off against the amount claimed by the Indemnified Party the amount of any Losses incurred by the Indemnifying Party Sellers 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”) 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 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 alleged 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 Claims 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 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”") 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 (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 directly from the Indemnified Party’s 's failure to give such notice on a timely basis. The parties acknowledge and agree that the provisions of this Article 10 shall be the sole remedy available to an Indemnified Party, in respect of Losses suffered or incurred by such Indemnified Party, against an Indemnifying Party, resulting from a breach by the Purchaser of any representation, warranty, obligation or covenant of the Indemnifying Party contained in this Agreement.

Notice of Claim. In the event that a Party (the “"Indemnified Party”") shall become aware of any claim, proceeding or other matter (a “Claim”"Claim of Indemnity") 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 (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 (a “"Third Party Claim”") or whether the Claim of Indemnity 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 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.

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 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 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 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. 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 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 (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 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”"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 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 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 either the Vendor or the Purchaser (the “"Indemnified Party”") shall become aware of any claim, proceeding or other matter (a “"Claim”") in respect of which another Party the other (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 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”) 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. 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 directly from the Indemnified Party’s failure to give such notice on a timely basis. The parties acknowledge and agree that the provisions of this Article 7 shall be the sole remedy available to an Indemnified Party, in respect of Losses suffered or incurred by such Indemnified Party, against an Indemnifying Party, resulting from a breach by Purchaser of any representation, warranty, obligation or covenant of the Indemnifying Party contained in this Agreement.

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 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 (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 (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 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 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 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 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 (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 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 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 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 (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 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 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 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 (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.

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 a Party If Buyer or Seller (the “Indemnified Party”each, an "INDEMNIFIED PARTY") shall become aware of any claim, proceeding or other matter (a “Claim”"CLAIM") in respect of which another Party (the “Indemnifying Party”) agreed may give rise to indemnify the Indemnified Party pursuant to this Agreementa Loss, the Indemnified Party shall, as soon as is reasonable, shall promptly give written notice thereof to the Indemnifying Partyother party (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”"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 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 EXECUTION ORIGINAL 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”"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.