Common use of Notice of Claim Clause in Contracts

Notice of Claim. Any Person making a claim for indemnification pursuant to this Agreement (an “Indemnified Party”) shall give the party from whom indemnification is sought (an “Indemnifying Party”) written notice of such claim (an “Indemnification Claim Notice”) within fifteen (15) business days after (i) in the case of Third Party Claims (as defined below), the Indemnified Party receives any written notice of any action, lawsuit, proceeding, investigation or other claim against or involving the Indemnified Party by a Governmental Authority or other Third Party or otherwise discovers the liability, obligation or facts giving rise to such claim for indemnification or (ii) in the case of all other claims, the Indemnified Party discovers the liability, obligation or facts giving rise to such claim for indemnification; provided that the failure to notify or delay in notifying an Indemnifying Party will not relieve the Indemnifying Party of its obligations pursuant to Section 5.2 or 5.3, as applicable, except to the extent that such failure actually hxxxx the Indemnifying Party, but in no event shall the Indemnifying Party be liable for expenses incurred prior to its receipt of notice (it being understood that any claim for indemnity pursuant to Section 5.2(i) or 5.3(i) must be made by an Indemnification Claim Notice with respect thereto given within the applicable survival period, prior to the Termination Date specified in Section 5.1. Each Indemnification Claim Notice shall describe in reasonable detail the claim, the liability, obligation or facts giving rise to such indemnification claim, and the nature and amount of such Indemnifiable Loss (to the extent that the nature and amount of such Indemnifiable Loss is known at such time). All indemnification claims in respect of the Purchaser Indemnified Persons under this Section 5.5 shall be made by the Purchaser, and all indemnification claims in respect of the Seller Indemnified Persons under this Section 5.5 shall be made by the Seller.

Notice of Claim. Any Person making a claim for All indemnification pursuant to this Agreement claims in respect of any indemnitee seeking indemnity under Section 14.1 (collectively, the “Indemnitees” and each an “Indemnitee”) will be made solely by the corresponding Party (the “Indemnified Party”) shall ). The Indemnified Party will give the party from whom indemnification is sought indemnifying Party (an the “Indemnifying Party”) prompt written notice of such claim (an “Indemnification Claim Notice”) within fifteen (15) business days after (i) in of any Losses or the case discovery of Third Party Claims (as defined below), the any fact upon which such Indemnified Party receives any written notice of any action, lawsuit, proceeding, investigation or other claim against or involving the Indemnified Party by intends to base a Governmental Authority or other Third Party or otherwise discovers the liability, obligation or facts giving rise to such claim request for indemnification or (ii) in the case of all other claims, the Indemnified Party discovers the liability, obligation or facts giving rise to such claim for indemnification; provided that the failure to notify or delay in notifying an Indemnifying Party will not relieve the Indemnifying Party of its obligations pursuant to under Section 5.2 or 5.3, as applicable, except to the extent that such failure actually hxxxx the Indemnifying Party14.1, but in no event shall will the Indemnifying Party be liable for expenses incurred prior to its receipt any Losses that result from any delay in providing such notice which materially prejudices the defense of notice (it being understood that any claim for indemnity pursuant to Section 5.2(i) or 5.3(i) must be made by an Indemnification Claim Notice with respect thereto given within the applicable survival period, prior to the Termination Date specified in Section 5.1such Third Party Claim. Each Indemnification Claim Notice shall describe in reasonable detail must contain a description of the claim, the liability, obligation or facts giving rise to such indemnification claim, claim and the nature and amount of such Indemnifiable Loss (to the extent that the nature and amount of such Indemnifiable Loss is are known at such time). All indemnification claims Together with the Indemnification Claim Notice, the Indemnified Party will furnish promptly to the Indemnifying Party copies of all notices and documents (including court papers) received by any Indemnitee in respect of connection with the Purchaser Third Party Claim. The Indemnifying Party shall not be obligated to indemnify the Indemnified Persons under this Section 5.5 shall be Party to the extent any admission or statement made by the Purchaser, and all indemnification claims in respect Indemnified Party materially prejudices the defense of the Seller Indemnified Persons under this Section 5.5 shall be made by the Sellersuch Third Party Claim.

Notice of Claim. Any Person making a claim for indemnification pursuant to this Agreement In the event one Party (an “the "Indemnified Party”") intends to seek indemnification under this Chapter VII, it shall give promptly (and in any event within five (5) Business Days) notify the party from whom indemnification is sought other Party (an “the "Indemnifying Party”") written notice in writing of such claim (an “Indemnification Claim such notice, a "Claims Notice”) within fifteen describing such claim in reasonable detail to the extent known, the basis on which indemnification is sought and the amount or estimated amount (15if known or estimable) business days after (i) of such Losses and the method of computation thereof, and containing a reference to the provisions of this Reorganization Agreement in respect of which such right of indemnification is claimed or arises, and in the case of Third Party Claims (as defined below), a claim by a third party against the Indemnified Party receives any written notice of any action(a "Third-Party Claim"), lawsuit, proceeding, investigation contain (by attachment or otherwise) all such other claim against or involving the material information as such Indemnified Party by a Governmental Authority or shall have received concerning such Third-Party Claim including the amount (estimated, if necessary) of the damages sought under such Third-Party Claim, any other Third Party or otherwise discovers remedy sought thereunder, any relevant time constraints relating thereto and, to the liabilityextent practicable, obligation or facts giving rise to such claim for indemnification or (ii) in the case of all any other claimsmaterial details pertaining thereto, the Indemnified Party discovers the liabilityprovided, obligation or facts giving rise to such claim for indemnification; provided that the failure to notify or delay in notifying an Indemnifying provide a Claims Notice regarding a Third-Party will Claim shall not relieve the Indemnifying Party of its obligations pursuant to Section 5.2 or 5.3, as applicablehereunder, except to the extent that such failure actually hxxxx the Indemnifying Party, but in no event shall the Indemnifying Party be liable is actually prejudiced thereby. Notwithstanding the foregoing, with respect to claims for expenses incurred prior to its receipt of notice (it being understood that any claim for indemnity indemnification pursuant to Section 5.2(i7.1.3(d) or 5.3(i) must be made by an Indemnification Claim and (e), Via Varejo shall submit no more than one Claims Notice with respect thereto given within the applicable survival period, prior to the Termination Date specified in Section 5.1. Each Indemnification Claim Notice shall describe in reasonable detail the claim, the liability, obligation or facts giving rise to such indemnification claim, per month and the nature and amount time period referred to in the first sentence of such Indemnifiable Loss (to the extent that the nature and amount of such Indemnifiable Loss is known at such time). All indemnification claims in respect of the Purchaser Indemnified Persons under this Section 5.5 7.5.1 shall be made by the Purchaser, and all indemnification claims in respect of the Seller Indemnified Persons under this Section 5.5 shall be made by the Sellerforty (40) Business Days rather than five (5) Business Days.

Notice of Claim. Any Person making a Buyer and Seller agree to give prompt written =============== notice to each other of any claim for indemnification pursuant under Sections 13.1 or 13.2 hereof ("Notice of Claim"), which amount is believed to this Agreement be required to discharge the obligations of the indemnifying party resulting therefrom. Within ten (an “Indemnified Party”10) shall give days after having been given the Notice of Claim, the indemnifying party from whom indemnification is sought may deliver to the other party (an “Indemnifying Party”i) a written notice of objection to the payment of such claim (an “Indemnification Claim Notice”) within fifteen (15) business days after (i) in the case "Notice of Third Party Claims (as defined belowObjection"), which Notice of Objection shall set forth the Indemnified Party receives any written notice of any action, lawsuit, proceeding, investigation or other claim against or involving the Indemnified Party by a Governmental Authority or other Third Party or otherwise discovers the liability, obligation or facts giving rise to basis for such claim for indemnification objection; or (ii) a written notice that the indemnification party intends to defend against such claim in the case good faith ("Notice of all other claimsIntention to Defend"). If such a Notice of Intention to Defend is delivered, the Indemnified Party discovers indemnified party shall have the liability, obligation or facts giving rise right to such hold in abeyance its claim for indemnification; provided that indemnification if and so long as such defense is conducted by the failure indemnifying party at the latter's expense in a manner effective to notify protect the indemnified party against such claim. If no Notice of Objection or delay in notifying an Indemnifying Party will not relieve the Indemnifying Party Notice of its obligations pursuant Intention to Section 5.2 or 5.3, as applicable, except to the extent that such failure actually hxxxx the Indemnifying Party, but in no event shall the Indemnifying Party be liable for expenses incurred prior to its receipt of notice (it being understood that any claim for indemnity pursuant to Section 5.2(i) or 5.3(i) must be made by an Indemnification Claim Notice with respect thereto Defend is given within the applicable survival prescribed ten (10) day period, prior the indemnifying party shall promptly pay to the Termination Date specified indemnified party the amount set forth in Section 5.1the Notice of Claim. Each Indemnification If the parties are unable to resolve any Notice of Claim and corresponding Notice shall describe in reasonable detail of Objection, either party may take whatever action it deems reasonable, including without limitation, the filing of a claim, the liabilitypetition, obligation or facts giving rise to such indemnification claim, and the nature and amount other pleading in a court of such Indemnifiable Loss (to the extent that the nature and amount of such Indemnifiable Loss is known at such time). All indemnification claims in respect of the Purchaser Indemnified Persons under this Section 5.5 shall be made by the Purchaser, and all indemnification claims in respect of the Seller Indemnified Persons under this Section 5.5 shall be made by the Sellercompetent jurisdiction.

Notice of Claim. Any Person making a In the event that any party hereto shall claim for indemnification --------------- that it is entitled to be indemnified pursuant to the terms of this Agreement Article VIII, it (an “Indemnified the "Claiming Party”") shall give so notify the party from whom indemnification or parties against which the claim is sought made (an “the "Indemnifying Party”") written notice in writing of such claim (an “Indemnification Claim Notice”a "Notice of Claim") within fifteen (15) business days promptly after (i) in the case of Third Claiming Party Claims (as defined below), the Indemnified Party receives any written has notice of any action, lawsuit, proceeding, investigation demand or other claim against or involving the Indemnified Party by a Governmental Authority or other Third Party assessment or otherwise discovers the liability, obligation has received any claim or facts giving rise notice from a third party that is reasonably expected to such result in a claim for indemnification or (ii) in by the case of all other claimsClaiming Party against the Indemnifying Party; provided, the Indemnified Party discovers the liabilityhowever, obligation or facts giving rise to such claim for indemnification; provided that the failure to notify or delay in notifying an Indemnifying Party will give a Notice of Claim shall not relieve affect the Indemnifying Party of its obligations pursuant to Section 5.2 or 5.3, as applicable, indemnification provided hereunder except to the extent that such failure actually hxxxx the Indemnifying Party, but in no event shall the Indemnifying Party be liable shall have been actually and materially prejudiced as a result of such failure. DoveBid may give notice of a claim under this Agreement whether for expenses its own Damages or for Damages incurred prior to its receipt by any other DoveBid Indemnitee. The Notice of notice (it being understood that any claim for indemnity pursuant to Section 5.2(i) or 5.3(i) must be made by an Indemnification Claim Notice with respect thereto given within the applicable survival period, prior to the Termination Date specified in Section 5.1. Each Indemnification Claim Notice shall describe specify in reasonable detail the claimbreach of representation, warranty, covenant or agreement claimed by the liabilityClaiming Party, obligation including a brief description of the facts, circumstances or facts events giving rise to such indemnification claimthe alleged Damages, including the identity and the nature and amount address of such Indemnifiable Loss any third party claimant (to the extent that reasonably available) and copies of any formal demand or complaint, and the nature amount of Damages incurred by or imposed upon the Claiming Party on account thereof. If such Damages are liquidated in amount, the Notice of Claim shall so state and such amount shall be deemed the amount of the claim of the Claiming Party. If the amount is not liquidated, the Notice of Claim shall so state and in such event a claim shall be deemed asserted against the Indemnifying Party on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such Indemnifiable Loss claim is known at such time). All indemnification claims in respect of liquidated and the Purchaser Indemnified Persons under this Section 5.5 shall be made by the Purchaser, and all indemnification claims in respect of the Seller Indemnified Persons under this Section 5.5 shall be made by the Sellerclaim is finally determined.

Notice of Claim. Any Person making a claim for All indemnification pursuant to this Agreement claims in respect of any indemnitee seeking indemnity under Section 15.1 (collectively, the “Indemnitees” and each an “Indemnitee”) shall be made solely by the corresponding Party (the “Indemnified Party”) ). The Indemnified Party shall give the party from whom indemnification is sought indemnifying Party (an the “Indemnifying Party”) prompt written notice of such claim (an “Indemnification Claim Notice”) within fifteen (15) business days after (i) in of any Losses or the case discovery of Third Party Claims (as defined below), the any fact upon which such Indemnified Party receives any written notice of any action, lawsuit, proceeding, investigation or other claim against or involving the Indemnified Party by intends to base a Governmental Authority or other Third Party or otherwise discovers the liability, obligation or facts giving rise to such claim request for indemnification or (ii) in the case of all other claims, the Indemnified Party discovers the liability, obligation or facts giving rise to such claim for indemnification; provided that the failure to notify or delay in notifying an Indemnifying Party will not relieve the Indemnifying Party of its obligations pursuant to under Section 5.2 or 5.3, as applicable, except to the extent that such failure actually hxxxx the Indemnifying Party15.1, but in no event shall the Indemnifying Party be liable for expenses incurred prior to its receipt any Losses that result from any delay in providing such notice which materially prejudices the defense of notice (it being understood that any claim for indemnity pursuant to Section 5.2(i) or 5.3(i) must be made by an Indemnification Claim Notice with respect thereto given within the applicable survival period, prior to the Termination Date specified in Section 5.1such Third Party Claim. Each Indemnification Claim Notice shall describe in reasonable detail must contain a description of the claim, the liability, obligation or facts giving rise to such indemnification claim, claim and the nature and amount of such Indemnifiable Loss (to the extent that the nature and amount of such Indemnifiable Loss is are known at such time). All indemnification claims Together with the Indemnification Claim Notice, the Indemnified Party shall furnish promptly to the Indemnifying Party copies of all notices and documents (including court papers) received by any Indemnitee in respect of connection with the Purchaser Third Party Claim. The Indemnifying Party shall not be obligated to indemnify the Indemnified Persons under this Section 5.5 shall be Party to the extent any admission or statement made by the Purchaser, and all indemnification claims in respect Indemnified Party materially prejudices the defense of the Seller Indemnified Persons under this Section 5.5 shall be made by the Sellersuch Third Party Claim.

Notice of Claim. Any Person making a claim for All indemnification pursuant to this Agreement claims under Section 10.1 or Section 10.2, as applicable, will be made solely by any Hansoh Indemnitee or Viela Indemnitee (collectively, the “Indemnified Parties” and each an “Indemnified Party”) shall ). The Indemnified Party will give the party from whom indemnification is sought indemnifying Party (an the “Indemnifying Party”) prompt written notice of such claim (an “Indemnification Claim Notice”) within fifteen (15) business days after (i) in the case of any Losses and any legal proceeding initiated by a Third Party Claims (as defined below), against the Indemnified Party receives any written notice of any action, lawsuit, proceeding, investigation or other claim against or involving as to which the Indemnified Party by intends to make a Governmental Authority or other Third Party or otherwise discovers the liability, obligation or facts giving rise to such claim request for indemnification under Section 10.1 or (ii) in the case of all other claims, the Indemnified Party discovers the liability, obligation or facts giving rise to such claim for indemnification; provided that the failure to notify or delay in notifying an Indemnifying Party will not relieve the Indemnifying Party of its obligations pursuant to Section 5.2 or 5.310.2, as applicable, but in no event will the Indemnifying Party be liable for any Losses that result from any delay in providing such notice except to the extent that such failure delay actually hxxxx prejudices the Indemnifying Party, but in no event shall the Indemnifying Party be liable for expenses incurred prior to its receipt defense of notice (it being understood that any claim for indemnity pursuant to Section 5.2(i) or 5.3(i) must be made by an Indemnification Claim Notice with respect thereto given within the applicable survival period, prior to the Termination Date specified in Section 5.1such proceeding. Each Indemnification Claim Notice shall describe in reasonable detail contain a description of the claim, the liability, obligation or facts giving rise to such indemnification claim, claim and the nature and amount of such Indemnifiable Loss (to the extent that the nature and amount of such Indemnifiable Loss is are known at such time). All indemnification claims Together with the Indemnification Claim Notice, the Indemnified Party will furnish promptly to the Indemnifying Party copies of all notices and documents (including court papers) received by any Indemnified Party in respect of connection with the Purchaser Indemnified Persons under this Section 5.5 shall be made by the PurchaserThird Party Claim. [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, and all indemnification claims in respect of the Seller Indemnified Persons under this Section 5.5 shall be made by the SellerMARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

Notice of Claim. Any Person making a claim for All indemnification pursuant to this Agreement claims in respect of any indemnitee seeking indemnity under 6.1 or 6.2 (collectively, the “Indemnitees” and each an “Indemnitee”) shall be made solely by the corresponding Party (the “Indemnified Party”) ). The Indemnified Party shall give the party from whom indemnification is sought indemnifying Party (an the “Indemnifying Party”) prompt written notice of such claim (an “Indemnification Claim Notice”) within fifteen (15) business days after (i) in of any Losses or the case discovery of Third Party Claims (as defined below), the any fact upon which such Indemnified Party receives any written notice of any action, lawsuit, proceeding, investigation or other claim against or involving the Indemnified Party by intends to base a Governmental Authority or other Third Party or otherwise discovers the liability, obligation or facts giving rise to such claim request for indemnification under 6.1 or (ii) in the case of all other claims, the Indemnified Party discovers the liability, obligation or facts giving rise to such claim for indemnification; provided that the failure to notify or delay in notifying an Indemnifying Party will not relieve the Indemnifying Party of its obligations pursuant to Section 5.2 or 5.3, as applicable, except to the extent that such failure actually hxxxx the Indemnifying Party6.2, but in no event shall the Indemnifying Party be liable for expenses incurred prior to its receipt any Losses that result from any delay in providing such notice which materially prejudices the defense of notice (it being understood that any claim for indemnity pursuant to Section 5.2(i) or 5.3(i) must be made by an Indemnification Claim Notice with respect thereto given within the applicable survival period, prior to the Termination Date specified in Section 5.1such Third Party Claim. Each Indemnification Claim Notice shall describe in reasonable detail contain a description of the claim, the liability, obligation or facts giving rise to such indemnification claim, claim and the nature and amount of such Indemnifiable Loss (to the extent that the nature and amount of such Indemnifiable Loss is are known at such time). All indemnification claims Together with the Indemnification Claim Notice, the Indemnified Party shall furnish promptly to the Indemnifying Party copies of all notices and documents (including court papers) received by any Indemnitee in respect of connection with the Purchaser Third Party Claim. The Indemnifying Party shall not be obligated to indemnify the Indemnified Persons under this Section 5.5 shall be Party to the extent any admission or statement made by the Purchaser, and all indemnification claims in respect Indemnified Party materially prejudices the defense of the Seller Indemnified Persons under this Section 5.5 shall be made by the Sellersuch Third Party Claim.

Notice of Claim. Any Person making a claim for indemnification pursuant to this Agreement Section 6.2 or 6.3 above (an “Indemnified Party”) shall must give the party Party (or, in the case of a Seller, the Sellers’ Representative) from whom indemnification is sought (as the case may be, an “Indemnifying Party”) written notice of such claim (an “Indemnification Claim Notice”) within fifteen (15) business days promptly after (i) in the case of Third Party Claims (as defined below), the Indemnified Party receives any written notice of any action, lawsuit, proceeding, investigation or other claim (a “Proceeding”) against or involving the Indemnified Party by a Governmental Authority Government Entity or other Third Party third party or otherwise discovers the liability, obligation or facts giving rise to such claim for indemnification or (ii) in the case of all other claims, the Indemnified Party discovers the liability, obligation or facts giving rise to such claim for indemnification; provided that the failure to notify or delay in notifying an Indemnifying Party will not relieve the Indemnifying Party of its obligations pursuant to Section 5.2 or 5.3, as applicable, except to the extent that such failure actually hxxxx the Indemnifying Party, but in no event shall the Indemnifying Party be liable for expenses incurred prior to its receipt of notice (it being understood that any claim for indemnity pursuant to Section 5.2(iSections 6.2(b) or 5.3(i6.3(b) above must be made by an Indemnification Claim Notice with respect thereto notice given within the applicable survival period, prior to the Termination Date period specified in Section 5.1. Each 6.1 above, and upon the issuance of an Indemnification Claim Notice shall describe in reasonable detail the claimwithin such period, the liability, obligation any representation or facts giving rise warranty relating to such Indemnification Claim Notice shall, notwithstanding Section 6.1, continue to survive with respect to such claim until such claim for indemnification claim, has been satisfied or otherwise resolved as provided in this Section 6). Such notice must contain a description of the claim and the nature and amount of such Indemnifiable Loss (to the extent that the nature and amount of such Indemnifiable Loss is known at such time). All indemnification claims in The failure to promptly give any such notice shall not relieve the Indemnifying Party from any liability hereunder with respect to the subject matter of such claim except to the extent that the Indemnifying Party has actually been damaged by such failure. In the event that the Purchaser and the Sellers’ Representative (with respect to the Indemnity Escrow Fund) or the Purchaser and the Sellers (following distribution of the Purchaser Indemnified Persons under this Section 5.5 shall be made by the Purchaser, and all indemnification claims Indemnity Escrow Fund) are unable to resolve any dispute with respect to a claim set forth in respect an Indemnification Claim Notice within thirty (30) days following delivery of the Seller applicable Indemnification Claim Notice, the Indemnified Persons under this Section 5.5 Party shall be made by have the Sellerright to seek judicial determination of such claim.

Notice of Claim. Any Person making In the event that any legal proceedings shall be instituted or that any claim shall be asserted by any person in respect of which payment may be sought by any party hereto (the "Claimant") from any other party hereto (the "Indemnitor") under the provisions of this Section 6, the Claimant shall promptly cause written notice of the assertion of any claims of which it, he or they, have knowledge which is covered by this indemnity to be forwarded to the Indemnitor, and the Indemnitor shall have the right, at its, his or their option and sole expense, to be represented by counsel of its choice and to defend against, negotiate, settle or otherwise deal with any proceeding, claim or demand which relates to any loss, liability, damage or deficiency indemnified against hereunder; provided, however, that the Claimant may participate in any such proceeding with counsel of its choice and at its expense. To the extent the Indemnitor elects not to defend such proceeding, claim or demand and the Claimant defends against, settles or otherwise deals with such proceeding, claim or demand, the Claimant will act reasonably and in accordance with its good faith business judgment. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand. After any final judgment or award shall have been rendered by a claim for indemnification court, arbitration board or administrative agency of competent jurisdiction and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, or the Claimant and the Indemnitor shall have arrived at a mutually binding agreement with respect to each separate matter indemnified by the Indemnitor hereunder, the Claimant shall forward to the Indemnitor notice of any sums due and owing by it pursuant to this Agreement with respect to such matter and the Indemnitor shall be required to pay all of the sums so owing to the Indemnitor within ten (an “Indemnified Party”10) shall give days after the party from whom indemnification is sought (an “Indemnifying Party”) written notice date of such claim (an “Indemnification Claim Notice”) within fifteen (15) business days after (i) in the case of Third Party Claims (as defined below), the Indemnified Party receives any written notice of any action, lawsuit, proceeding, investigation or other claim against or involving the Indemnified Party by a Governmental Authority or other Third Party or otherwise discovers the liability, obligation or facts giving rise to such claim for indemnification or (ii) in the case of all other claims, the Indemnified Party discovers the liability, obligation or facts giving rise to such claim for indemnification; provided that the failure to notify or delay in notifying an Indemnifying Party will not relieve the Indemnifying Party of its obligations pursuant to Section 5.2 or 5.3, as applicable, except to the extent that such failure actually hxxxx the Indemnifying Party, but in no event shall the Indemnifying Party be liable for expenses incurred prior to its receipt of notice (it being understood that any claim for indemnity pursuant to Section 5.2(i) or 5.3(i) must be made by an Indemnification Claim Notice with respect thereto given within the applicable survival period, prior to the Termination Date specified in Section 5.1. Each Indemnification Claim Notice shall describe in reasonable detail the claim, the liability, obligation or facts giving rise to such indemnification claim, and the nature and amount of such Indemnifiable Loss (to the extent that the nature and amount of such Indemnifiable Loss is known at such time). All indemnification claims in respect of the Purchaser Indemnified Persons under this Section 5.5 shall be made by the Purchaser, and all indemnification claims in respect of the Seller Indemnified Persons under this Section 5.5 shall be made by the Sellernotice.

Notice of Claim. Any Person making In the event that Parent or Buyer seeks indemnification on behalf of a claim for Buyer Indemnified Person, or the Representative or a Seller seeks indemnification pursuant to this Agreement on behalf of a Seller Indemnified Person, such Party seeking indemnification (an the “Indemnified Party”) shall give reasonably prompt written notice in accordance with Section 7.1 to the party from whom indemnification is sought indemnifying Party (an the “Indemnifying Party”) written notice of specifying the facts constituting the basis for such claim (an “Indemnification Claim Notice”) within fifteen (15) business days after (i) in and the case amount, to the extent ascertainable, of Third Party Claims (as defined below)the claim asserted; provided, however, that the Indemnified Party receives any written notice right of any action, lawsuit, proceeding, investigation or other claim against or involving the Indemnified Party a Person to be indemnified hereunder shall not be adversely affected by a Governmental Authority or other Third Party or otherwise discovers the liability, obligation or facts giving rise to such claim for indemnification or (ii) in the case of all other claims, the Indemnified Party discovers the liability, obligation or facts giving rise to such claim for indemnification; provided that the failure to notify or delay in notifying give such notice unless, and then only to the extent that, an Indemnifying Party will not relieve is actually damaged or prejudiced thereby. Subject to the terms of this Agreement and any applicable terms of the Escrow Agreement, the Indemnifying Party shall pay (by wire transfer of its obligations pursuant to Section 5.2 or 5.3, as applicable, except to immediately available funds) the extent that such failure actually hxxxx the Indemnifying Party, but in no event shall the Indemnifying Party be liable for expenses incurred prior to its receipt amount of notice (it being understood that any claim for indemnity pursuant to Section 5.2(inot more than thirty (30) days after the claim is resolved in accordance with the terms of this Agreement and any applicable terms of the Escrow Agreement, or 5.3(i) must be made by an Indemnification Claim Notice with respect thereto given within the applicable survival period, prior to the Termination Date specified in Section 5.1. Each Indemnification Claim Notice shall describe in reasonable detail the claim, the liability, obligation or facts giving rise to such indemnification claim, and the nature and amount of such Indemnifiable Loss (to the extent that the nature and amount Indemnifying Party does not respond to the notice from the Indemnified Party, then thirty (30) days from the delivery of such Indemnifiable Loss is known at such time)notice. All indemnification claims in respect For purposes of this Article 6, the Representative has the full authority to act on behalf of the Purchaser Indemnified Persons under this Section 5.5 shall be made by the Purchaser, Sellers and all indemnification claims in respect of the Seller Indemnified Persons under as either an Indemnifying Party or the Indemnified Party, provided that as set forth in this Section 5.5 Agreement, Parent or Buyer shall be made by have given notice to all Sellers pursuant to giving notice to the SellerRepresentative.

Notice of Claim. Any In the event that Parent seeks indemnification on behalf of a Parent Indemnified Person, or the Representative or a Securityholder seeks indemnification on behalf of a Securityholder Indemnified Person, in each case other than a Third Person making a claim for Claim, such Party seeking indemnification pursuant to this Agreement (an the “Indemnified Party”) shall give reasonably prompt written notice in accordance with Section 10.1 to the party from whom indemnification is sought indemnifying Party (an the “Indemnifying Party”) written notice of specifying the facts constituting the basis for such claim and the amount, to the extent known, of the claim asserted; provided, however, that the right of a Person to be indemnified hereunder shall not be adversely affected by a failure to give such notice unless, and then only to the extent that, an Indemnifying Party is actually damaged and prejudiced thereby. Subject to the terms of this Agreement, the Indemnifying Party shall pay (an “Indemnification Claim Notice”by wire transfer of immediately available funds) within fifteen (15) business the amount of any valid, uncontested claim not more than 30 days after (i) in the case of Third Party Claims (as defined below), the Indemnified Party receives any written provides notice of any action, lawsuit, proceeding, investigation or other claim against or involving the Indemnified Party by a Governmental Authority or other Third Party or otherwise discovers the liability, obligation or facts giving rise to such claim for indemnification or (ii) in the case of all other claims, the Indemnified Party discovers the liability, obligation or facts giving rise to such claim for indemnification; provided that the failure to notify or delay in notifying an Indemnifying Party will not relieve the Indemnifying Party of its obligations such amount. For purposes of this Article 8, the Representative has the full authority to act on behalf of the Securityholders and the Securityholder Indemnified Persons as either an Indemnifying Party or the Indemnified Party, provided, that as set forth in this Agreement, Parent shall be deemed to have given notice to all Securityholders pursuant to Section 5.2 or 5.3, as applicable, except giving notice to the extent that such failure actually hxxxx the Indemnifying Party, but in no event shall the Indemnifying Party be liable for expenses incurred prior to its receipt of notice (it being understood that any claim for indemnity pursuant to Section 5.2(i) or 5.3(i) must be made by an Indemnification Claim Notice with respect thereto given within the applicable survival period, prior to the Termination Date specified in Section 5.1. Each Indemnification Claim Notice shall describe in reasonable detail the claim, the liability, obligation or facts giving rise to such indemnification claim, and the nature and amount of such Indemnifiable Loss (to the extent that the nature and amount of such Indemnifiable Loss is known at such time). All indemnification claims in respect of the Purchaser Indemnified Persons under this Section 5.5 shall be made by the Purchaser, and all indemnification claims in respect of the Seller Indemnified Persons under this Section 5.5 shall be made by the SellerRepresentative.

Notice of Claim. Any Person Other than as provided in Section 8.5 with respect to Taxes, any party making a claim for indemnification pursuant to under this Agreement ARTICLE VIII (an the “Indemnified Party”) shall give will notify the party from whom indemnification is sought claimed (an the “Indemnifying Party”) written notice of such the claim in writing (an a “Indemnification Claim Notice”) within fifteen (15) business days promptly after (i) in the case of Third Party Claims (as defined below), the Indemnified Party receives any receiving written notice of any action, lawsuit, proceeding, investigation or other claim Action against or involving the Indemnified Party it (if by a third party or Governmental Authority or other Entity, a “Third Party Claim”) or otherwise discovers discovering the liability, obligation or facts giving rise to such claim for indemnification or (ii) in the case of all other claimsobligation, the Indemnified Party discovers the liability, obligation Loss or facts giving rise to such claim for indemnification; provided that . Such notice will describe the claim, a good faith estimate of the amount thereof (to the extent not then known and quantifiable), and the basis therefor, in each case to the extent known to the Indemnified Party. The failure to so notify or delay in notifying an the Indemnifying Party will not relieve the Indemnifying Party of its obligations pursuant to Section 5.2 or 5.3, as applicableunder this ARTICLE VIII, except to the extent that such failure actually hxxxx and materially prejudices the Indemnifying Party. With respect to any direct indemnification claim that is not a Third Party Claim, but in no event shall the Indemnifying Party be liable for expenses incurred prior to its Stockholder Representative will have a period of thirty (30) days after receipt of notice (it being understood that any claim for indemnity pursuant to Section 5.2(i) or 5.3(i) must be made by an Indemnification the Claim Notice with respect thereto given to respond thereto. If the Stockholder Representative does not respond within such thirty (30) days, the applicable survival period, prior Stockholder Representative will be deemed to have accepted responsibility for the Losses set forth in such Claim Notice subject to the Termination Date specified limitations on indemnification set forth in Section 5.1this ARTICLE VIII and will have no further right to contest the validity of such Claim Notice. Each Indemnification If the Stockholder Representative responds within such thirty (30) days after the receipt of the Claim Notice shall describe and rejects such claim in reasonable detail the claimwhole or in part, the liability, obligation or facts giving rise Parent Indemnitees will be free to pursue such indemnification claim, and the nature and amount of such Indemnifiable Loss (to the extent that the nature and amount of such Indemnifiable Loss is known at such time). All indemnification claims in respect of the Purchaser Indemnified Persons remedies as may be available under this Section 5.5 shall be made by the Purchaser, and all indemnification claims in respect of the Seller Indemnified Persons under this Section 5.5 shall be made by the SellerAgreement.

Notice of Claim. Any Person making If an Indemnitee receives notice of the assertion or commencement of a claim for Third Party Claim against it with respect to which an Indemnitor is obligated to provide indemnification pursuant to under this Agreement Agreement, such Indemnitee will give such Indemnitor a Notice of Claim as promptly as practicable, but in any event not later than seven (an “Indemnified Party”7) shall give the party from whom indemnification is sought (an “Indemnifying Party”) written calendar days after such Indemnitee’s receipt of notice of such claim Third Party Claim. Such Notice of Claim will describe the Third Party Claim in reasonable detail, will include copies of all material written evidence thereof and will indicate, if reasonably practicable the estimated amount of the Indemnifiable Loss that has been or may be sustained by the Indemnitee. The Indemnitor will have the right to participate in, or, by giving written notice to the Indemnitee, to assume the defense of any Third Party Claim at such Indemnitor’s own expense and by such Indemnitor’s own counsel (an “Indemnification Claim Notice”as is reasonably satisfactory to the Indemnitee), and the Indemnitee will cooperate in good faith in such defense. Defense of Claim. If, within ten (10) within fifteen (15) business calendar days after (i) in the case giving a Notice of Claim regarding a Third Party Claims (as defined below), the Indemnified Party receives any written notice of any action, lawsuit, proceeding, investigation or other claim against or involving the Indemnified Party by a Governmental Authority or other Third Party or otherwise discovers the liability, obligation or facts giving rise Claim to such claim for indemnification or (ii) in the case of all other claims, the Indemnified Party discovers the liability, obligation or facts giving rise to such claim for indemnification; provided that the failure to notify or delay in notifying an Indemnifying Party will not relieve the Indemnifying Party of its obligations Indemnitor pursuant to Section 5.2 or 5.311.5.1, an Indemnitee receives written notice from such Indemnitor that the Indemnitor has elected to assume the defense of such Third Party Claim as applicableprovided in the last sentence of Section 11.5.1, except to the extent that such failure actually hxxxx the Indemnifying Party, but in no event shall the Indemnifying Party Indemnitor will not be liable for any legal expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, however, that if the Indemnitor fails to take reasonable steps necessary to defend diligently such Third Party Claim within ten (10) calendar days after receiving written notice from the Indemnitee that the Indemnitee believes the Indemnitor has failed to take such steps, or if the Indemnitor has not undertaken fully to indemnify the Indemnitee in respect of all Indemnifiable Losses relating to the matter, the Indemnitee may assume its own defense, and the Indemnitor will be liable for all reasonable costs or expenses, including attorneys’ fees, paid or incurred in connection therewith. Without the prior written consent of the Indemnitee, the Indemnitor will not enter into any settlement of any Third Party Claim which would lead to liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder; provided, however, that the Indemnitor may accept any settlement without the consent of the Indemnitee if such settlement provides a full release to the Indemnitee and no requirement that the Indemnitee acknowledge fault or culpability. If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder and the Indemnitor desires to accept and agrees to such offer, the Indemnitor will give written notice to the Indemnitee to that effect. If the Indemnitee fails to consent to such firm offer within ten calendar days after its receipt of notice (it being understood that any claim for indemnity pursuant to Section 5.2(i) or 5.3(i) must be made by an Indemnification Claim Notice with respect thereto given within the applicable survival period, prior to the Termination Date specified in Section 5.1. Each Indemnification Claim Notice shall describe in reasonable detail the claimsuch notice, the liabilityIndemnitee may continue to contest or defend such Third Party Claim and, obligation or facts giving rise in such event, the maximum liability of the Indemnitor to such indemnification claim, and Third Party Claim will be the nature and amount of such Indemnifiable Loss (settlement offer, plus reasonable costs and expenses paid or incurred by the Indemnitee up to the extent that the nature and amount date of such Indemnifiable Loss is known at such time). All indemnification claims in respect of the Purchaser Indemnified Persons under this Section 5.5 shall be made by the Purchaser, and all indemnification claims in respect of the Seller Indemnified Persons under this Section 5.5 shall be made by the Sellernotice.

Notice of Claim. Any Person making a claim for indemnification pursuant The Indemnified Party will give written notice to this Agreement (an “Indemnified Party”) shall give the party from whom Indemnifying Party of the existence and nature of any claims with respect to which indemnification is sought (an and if Buyer is making a claim against the Escrow Fund, such notice will also be delivered to the Escrow Agent). Each such notice (a “Indemnifying Party”) written notice of such claim (an “Indemnification Claim Notice”) within fifteen will be delivered reasonably promptly, but in any event (15A) business days after prior to expiration of any applicable survival period for such claim as specified in Section 7.1, (iB) in if the case of Third Party Claims claim involves a claim against the Escrow Fund, prior to the Release Date, and (as defined below), C) if such claim relates to the assertion against the Indemnified Party receives any written notice of any actionclaim by a third party (a “Third Party Claim”), lawsuitwithin sixty (60) days after assertion of such Third Party Claim, proceedingprovided, investigation that no failure or other claim against or involving delay by the Indemnified Party by a Governmental Authority or other Third to so notify the Indemnifying Party will reduce or otherwise discovers affect the liability, obligation or facts giving rise of the Indemnifying Party to such claim for indemnification or (ii) in the case of all other claims, indemnify and hold the Indemnified Party discovers the liability, obligation or facts giving rise to such claim for indemnification; provided that the failure to notify or delay in notifying an Indemnifying Party will not relieve the Indemnifying Party of its obligations pursuant to Section 5.2 or 5.3, as applicableharmless, except to the extent that such the Indemnified Party’s failure actually hxxxx to give or delay in giving the Claim Notice materially impairs the Indemnifying Party’s ability to perform its obligation to indemnify or defend or to mitigate its damages, but in no event shall which case the Indemnifying Party be liable for expenses incurred prior will have no obligation to its receipt indemnify the Indemnified Party to the extent of notice (it being understood that any claim for indemnity pursuant Loss, if any, caused by such failure to Section 5.2(i) give or 5.3(i) delay in giving the Claim Notice. The Claim Notice must be made accompanied by an Indemnification Claim Notice with respect thereto given within the applicable survival periodcopies of all relevant documentation, prior including but not limited to the Termination Date specified in Section 5.1. Each Indemnification Claim Notice shall describe any summons, complaint or other pleading that may have been served or written demand or other instrument, and will specify in reasonable detail the claimfacts and circumstances on which the asserted claim is based, specify the liability, obligation or facts giving rise to such indemnification claim, and the nature and amount of such Indemnifiable Loss (claim if then ascertainable and, if not then ascertainable, the estimated amount thereof. Upon Buyer’s delivery to the extent that Escrow Agent on or before the nature and Release Date of a Claim Notice, the Escrow Agent will, subject to the provisions of this Article 7, maintain cash in the Escrow Fund having a value equal to the amount of set forth in the Claim Notice (or such Indemnifiable Loss is known at such time). All indemnification claims lesser amount as then remains in respect the Escrow Fund) until resolution of the Purchaser Indemnified Persons under this Section 5.5 shall be made by the Purchaser, and all indemnification claims in respect of the Seller Indemnified Persons under this Section 5.5 shall be made by the Sellerclaim.

Notice of Claim. Any Person making a Promptly after service of notice of any claim for indemnification pursuant to or of process on Buyer or on Sellers (hereinafter in this Agreement (an Section 13.5, the “Indemnified Party”) by any Third Party, or promptly after obtaining actual knowledge by the Indemnified Party of any other claim, in any matter in respect of which indemnity may be sought pursuant to this Section 13, the Indemnified Party shall give promptly notify Buyer or Sellers, as applicable, (hereinafter in this Section 13.5, the party from whom indemnification is sought (an “Indemnifying Party”) written notice of such claim (an “Indemnification Claim Notice”) within fifteen (15) business days after (i) in the receipt thereof. In the case of any action or proceeding by a Third Party Claims (as defined below)Party, the Indemnified Indemnifying Party receives any written notice shall have the right to participate in, or assume, at its in expense, the defense of any action, lawsuit, proceeding, investigation or other claim against or involving the Indemnified Party by a Governmental Authority or other Third Party or otherwise discovers the liability, obligation or facts giving rise to such claim for indemnification or (ii) in the case of all other claims, the Indemnified Party discovers the liability, obligation process or facts giving rise to such claim for indemnification; provided that the failure to notify or delay in notifying an Indemnifying Party will not relieve settlement thereof. After notice from the Indemnifying Party of its obligations pursuant election so to Section 5.2 or 5.3assume the defense thereof, as applicable, except the Indemnified Party shall not be liable to the extent that such failure actually hxxxx the Indemnifying Party, but in no event shall the Indemnifying Party for any legal or other expense in connection with such defense. Such defense shall be liable conducted expeditiously (but with due regard for expenses incurred prior obtaining the most favorable outcome reasonably likely under the circumstances, taking into account costs and expenditures) and the Indemnified Party shall be advised of all developments. With respect to its receipt any matter which is the subject of any such claim and as to which the Indemnified Party fails to give the Indemnifying Party such notice (it being understood that any as aforesaid, and such failure adversely affects the ability of the Indemnifying Party to defend such claim for indemnity pursuant or increases the amount of indemnification which the Indemnifying Party is obligated to Section 5.2(i) or 5.3(i) must be made by an Indemnification Claim Notice with respect thereto given within the applicable survival period, prior to the Termination Date specified in Section 5.1. Each Indemnification Claim Notice shall describe in reasonable detail the claimpay hereunder, the liability, obligation or facts giving rise to such indemnification claim, and the nature and amount of such Indemnifiable Loss (to indemnification which the extent that the nature and amount of such Indemnifiable Loss is known at such time). All indemnification claims in respect of the Purchaser Indemnified Persons under this Section 5.5 Party shall be made by the Purchaser, and all indemnification claims in respect of the Seller Indemnified Persons under this Section 5.5 entitled to receive shall be made by reduced to an amount which the SellerIndemnified Party would have been entitled to receive had such notice been timely given.

Notice of Claim. Any Person making Promptly on becoming aware of any circumstances which have given or could give rise to a claim for Claim of indemnification pursuant to under this Agreement (an “Indemnified Party”) shall give the party from whom indemnification is sought (an “Indemnifying Party”) written notice of such claim (an “Indemnification Claim Notice”) within fifteen (15) business days after (i) in the case of Third Party Claims (as defined below)Article 11, the Indemnified Party receives any written notice of any actionshall give Notice to the Purchaser Parties, lawsuit, proceeding, investigation or other claim against or involving if the Indemnified Party by is a Governmental Authority Vendor Indemnitee, or other Third Party or otherwise discovers the liabilityVendors, obligation or facts giving rise to such claim for indemnification or (ii) in the case of all other claims, if the Indemnified Party discovers is a Purchaser Indemnitee, of those circumstances. That Notice (the liability, obligation or facts giving rise to such claim for indemnification; provided that “Notice of Claim”) shall specify whether the failure to notify or delay in notifying an Indemnifying Losses arise as a result of a Claim by a third party against the Indemnified Party will not relieve the Indemnifying (a “Third Party of its obligations pursuant to Section 5.2 or 5.3, as applicable, except to the extent that such failure actually hxxxx the Indemnifying Party, but in no event shall the Indemnifying Party be liable for expenses incurred prior to its receipt of notice (it being understood that any claim for indemnity pursuant to Section 5.2(iClaim”) or 5.3(i) must be made by an Indemnification Claim Notice with respect thereto given within whether the applicable survival period, prior to the Termination Date specified in Section 5.1. Each Indemnification Claim Notice shall describe in reasonable detail the claim, the liability, obligation or facts giving rise to such indemnification claimLosses do not so arise (a “Direct Claim”), and the nature and amount of such Indemnifiable Loss shall also specify with reasonable particularity (to the extent that the nature information is available) the factual basis for the Claim and the amount of such Indemnifiable Loss is known at such time)the Losses, if known. All indemnification claims in respect If through the fault of the Purchaser Indemnified Persons Party, the Indemnifying Party does not receive such Notice of 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 that Notice on a timely basis, however, the failure of the Indemnified Party to provide such Notice of Claim promptly shall not otherwise release the Indemnifying Party from its obligations under this Section 5.5 shall be made by the Purchaser, and all indemnification claims in respect of the Seller Indemnified Persons under this Section 5.5 shall be made by the SellerArticle 11.

Notice of Claim. Any Person making a claim for Party seeking indemnification pursuant to this Agreement hereunder (an the “Indemnified PartyIndemnitee”) shall give notify the party from whom Party liable for such indemnification is sought (each an “Indemnifying PartyIndemnitor”) in writing of any event, omission or occurrence that the Indemnitee has determined has given or could give rise to Losses that are indemnifiable hereunder (such written notice being hereinafter referred to as a “Notice of such Claims”). Such Notice of Claims shall be given promptly after the Indemnitee becomes aware of its own claim (an “Indemnification Claim Notice”) within fifteen (15) business days after (i) in the case or that of Third Party Claims (as defined below), the Indemnified Party receives any written notice of any action, lawsuit, proceeding, investigation or other claim against or involving the Indemnified Party by a Governmental Authority or other Third Party or otherwise discovers the liability, obligation or facts giving rise to such claim for indemnification or (ii) in the case of all other claims, the Indemnified Party discovers the liability, obligation or facts giving rise to such claim for indemnificationthird party; provided that the failure of any Indemnitee to notify or delay give notice as provided in notifying an Indemnifying Party will this Section 9.5.1 shall not relieve the Indemnifying Party Indemnitor of its obligations pursuant to under this Section 5.2 or 5.3, as applicable, except to the extent that such failure actually hxxxx the Indemnifying Party, but in no event 9. A Notice of Claims shall the Indemnifying Party be liable for expenses incurred prior to its receipt of notice (it being understood that any claim for indemnity pursuant to Section 5.2(i) or 5.3(i) must be made by an Indemnification Claim Notice with respect thereto given within the applicable survival period, prior to the Termination Date specified in Section 5.1. Each Indemnification Claim Notice shall describe specify in reasonable detail the claimnature and any particulars of the event, the liabilityomission, obligation or facts occurrence giving rise to such indemnification claima right of indemnification. The Indemnitor shall satisfy its obligations hereunder, and as the nature and amount case may be, within thirty (30) days of such Indemnifiable Loss (its receipt of a Notice of Claims; provided, however, that so long as the Indemnitor is in good faith defending a claim pursuant to Section 9.5.2, its obligation to indemnify the extent that the nature and amount of such Indemnifiable Loss is known at such time). All indemnification claims in Indemnitee with respect of the Purchaser Indemnified Persons under this Section 5.5 thereto shall be made by the Purchaser, and all indemnification claims in respect of the Seller Indemnified Persons under this Section 5.5 shall be made by the Sellersuspended.

Notice of Claim. Any Person making Promptly after receipt of notice of any Losses for which a claim for party seeks indemnification pursuant to this Agreement hereunder (an such party, the “Indemnified Party”) shall give the party from whom indemnification is sought (an “Indemnifying Party”) written notice of such claim (an “Indemnification Claim Notice”) within fifteen (15) business days after (i) in the case of Third Party Claims (as defined below), the Indemnified Party receives any shall give written notice to the Indemnifying Party, demanding payment, of any actionan indemnification claim arising under Section 9.2 or Section 9.3, lawsuitas the case may be (a “Demand”), proceedingand, investigation or other claim against or involving if the Escrow Agreement has not terminated and Parent is the Indemnified Party by a Governmental Authority or other Third Party or otherwise discovers Party, copying the liabilityEscrow Agent. Such Demand shall describe in reasonable detail the nature of the claim, obligation or facts giving rise an estimate of the amount of Losses attributable to such claim and the basis of the Indemnified Party’s request for indemnification under this Agreement. No failure or (ii) in delay on the case part of all other claims, the an Indemnified Party discovers the liability, obligation or facts giving rise to such claim for indemnification; provided that the failure to notify or delay in notifying an Indemnifying Party will not relieve the Indemnifying Party of its obligations pursuant to (and the Escrow Agent, if applicable) under this Section 5.2 or 5.3, as applicable9.5 shall relieve any party from any obligation hereunder, except to the extent that an Indemnifying Party shall have been actually and materially prejudiced by such failure actually hxxxx or delay. For purposes of this Article IX, (i) if Parent (or any other Indemnified Parent Party) is the Indemnified Party, any references to Indemnifying Party shall be deemed to refer to the Shareholder Representative, and (ii) if Parent is the Indemnifying Party, but in no event shall the Indemnifying Party be liable for expenses incurred prior to its receipt of notice (it being understood that any claim for indemnity pursuant to Section 5.2(i) or 5.3(i) must be made by an Indemnification Claim Notice with respect thereto given within the applicable survival period, prior references to the Termination Date specified in Section 5.1. Each Indemnification Claim Notice Indemnified Party shall describe in reasonable detail the claim, the liability, obligation or facts giving rise be deemed to such indemnification claim, and the nature and amount of such Indemnifiable Loss (refer to the extent that Shareholder Representative. Any payment received by the nature and amount of such Indemnifiable Loss is known at such time). All indemnification claims in respect of Shareholder Representative as the Purchaser Indemnified Persons under this Section 5.5 Party shall be made by distributed to the Purchaser, and all indemnification claims Paying Agent for further distribution to the Shareholders in respect of the Seller Indemnified Persons under this Section 5.5 shall be made by the Selleraccordance with their Pro Rata Percentages.

Notice of Claim. Any Person making If a Party intends to claim for indemnification pursuant to under this Agreement (an the “Indemnified PartyIndemnitee”), it shall promptly notify the other Party (the “Indemnitor”) shall give the party from whom indemnification is sought (an “Indemnifying Party”) written notice in writing of such claim (an “Indemnification Claim Notice”) within fifteen (15) business days after (i) alleged loss and the Third Party Claim. The Indemnitor shall have the right to control the defense thereof with counsel of its choice as long as such counsel is reasonably acceptable to Indemnitee. Any Indemnitee shall have the right to retain its own counsel at its own expense for any reason in connection with such Third Party Claim, provided, however, that if the Indemnitee shall have reasonably concluded, based upon a written opinion from outside legal counsel, that there is a conflict of interest between the Indemnitor and the Indemnitee in the case defense of such action, the Indemnitor shall pay the fees and expenses of one law firm serving as counsel for the Indemnitee in relation to such Third Party Claim. The Indemnitee, its employees and agents, shall reasonably cooperate with the Indemnitor and its legal representatives in the investigation of any Third Party Claims (as defined below), the Indemnified Party receives covered by this Agreement. The obligations of this Article 12 shall not apply to any written notice settlement of any action, lawsuit, proceeding, investigation or other claim against or involving the Indemnified Party by a Governmental Authority or other Third Party Claims if such settlement is affected without the consent of both Parties, which shall not be unreasonably withheld, conditioned or otherwise discovers the liability, obligation or facts giving rise to such claim for indemnification or (ii) in the case of all other claims, the Indemnified Party discovers the liability, obligation or facts giving rise to such claim for indemnification; provided that the failure to notify or delay in notifying an Indemnifying delayed. Each Party will not relieve not, without the Indemnifying prior written consent of the other Party, settle such Third Party Claim or consent to the entry of its obligations pursuant to Section 5.2 or 5.3, as applicable, except any judgment to the extent that such failure actually hxxxx settlement or judgment: (i) does not release the Indemnifying Party, but in no event shall the Indemnifying other Party be liable for expenses incurred prior to its receipt of notice (it being understood that any claim for indemnity pursuant to Section 5.2(i) or 5.3(i) must be made by an Indemnification Claim Notice from all liability with respect thereto given within the applicable survival periodto such Third Party Claim, prior or (ii) likely will materially adversely affect such other Party or cause such other Party to incur any material obligation or liability. The failure to deliver written notice to the Termination Date specified in Section 5.1. Each Indemnification Claim Notice shall describe in Indemnitor within a reasonable detail time after the claimcommencement of any such action, the liability, obligation or facts giving rise to such indemnification claim, and the nature and amount of such Indemnifiable Loss (to the extent that prejudicial to its ability to defend such action, shall relieve the nature and amount Indemnitor of such Indemnifiable Loss is known at such time). All indemnification claims in respect of any obligation to the Purchaser Indemnified Persons Indemnitee under this Section 5.5 shall be made by the Purchaser12.3. It is understood that only Partner and Xxxxx can claim indemnity under this Agreement (on its own 57 behalf or on behalf of its Indemnitees), and all indemnification claims in respect of the Seller Indemnified Persons under this Section 5.5 shall be made by the Sellerother Indemnitees may not directly claim indemnity hereunder.

Notice of Claim. Any Person making a claim for All indemnification pursuant to this Agreement claims in respect of any person seeking indemnification under clause 11.1 or 11.2 (collectively, the "Indemnitees" and each an “"Indemnitee") shall be made by the corresponding Party (the "Indemnified Party”) "). The Indemnified Party shall give the party from whom indemnification is sought indemnifying Party (the "Indemnifying Party") prompt written notice (an “Indemnifying Party”) written notice of such claim (an “"Indemnification Claim Notice”") within fifteen (15) business days after (i) in of any Losses or the case discovery of Third Party Claims (as defined below), the any fact upon which such Indemnified Party receives any written notice of any action, lawsuit, proceeding, investigation or other claim against or involving the Indemnified Party by intends to base a Governmental Authority or other Third Party or otherwise discovers the liability, obligation or facts giving rise to such claim request for indemnification under clause 11.1 or (ii) in the case of all other claims, the Indemnified Party discovers the liability, obligation or facts giving rise to such claim for indemnification; provided that the failure to notify or delay in notifying an Indemnifying Party will not relieve the Indemnifying Party of its obligations pursuant to Section 5.2 or 5.3, as applicable, except to the extent that such failure actually hxxxx the Indemnifying Party11.2, but in no event shall the Indemnifying Party be liable for expenses incurred prior to its receipt of notice (it being understood any Losses that result from any claim for indemnity pursuant to Section 5.2(i) or 5.3(i) must be made delay by an Indemnification Claim Notice with respect thereto given within the applicable survival period, prior to the Termination Date specified Indemnified Party in Section 5.1providing such notice. Each Indemnification Claim Notice shall describe in reasonable detail must contain a description of the claim, the liability, obligation or facts giving rise to such indemnification claim, claim and the nature and amount of such Indemnifiable Loss (to the extent that the nature and amount of such Indemnifiable Loss is are known at such time). All indemnification claims Together with the Indemnification Claim Notice, the Indemnified Party shall furnish promptly to the Indemnifying Party copies of all notices and documents (including court papers) received by any Indemnitee in respect of connection with the Purchaser Third Party Claim. The Indemnifying Party shall not be obligated to indemnify the Indemnified Persons under this Section 5.5 shall be Party to the extent any admission or statement made by the Purchaser, and all indemnification claims in respect Indemnified Party materially prejudices the defence of such Third Party Claim. Where required the Indemnifying Party shall promptly send a copy of the Seller Indemnified Persons under Indemnification Claim Notice to its relevant insurers and shall permit them to exercise their rights of subrogation and hereafter in this Section 5.5 clause 11. "Indemnifying Party" shall be made by the Sellerdeemed to include any such insurers.

Notice of Claim. Any Person making If an Indemnitee receives notice of the assertion or commencement of a claim for Third Party Claim against it with respect to which an Indemnitor is obligated to provide indemnification pursuant to under this Agreement Agreement, such Indemnitee will give such Indemnitor a Notice of Claim as promptly as practicable, but in any event not later than seven (an “Indemnified Party”7) shall give the party from whom indemnification is sought (an “Indemnifying Party”) written calendar days after such Indemnitee’s receipt of notice of such claim Third Party Claim. Such Notice of Claim will describe the Third Party Claim in reasonable detail, will include copies of all material written evidence thereof and will indicate, if reasonably practicable the estimated amount of the Indemnifiable Loss that has been or may be sustained by the Indemnitee. The Indemnitor will have the right to participate in, or, by giving written notice to the Indemnitee, to assume the defense of any Third Party Claim at such Indemnitor’s own expense and by such Indemnitor’s own counsel (an “Indemnification Claim Notice”as is reasonably satisfactory to the Indemnitee), and the Indemnitee will cooperate in good faith in such defense. Defense of Claim. If, within ten (10) within fifteen (15) business calendar days after (i) giving a Notice of Claim regarding a Third Party Claim to an Indemnitor pursuant to Section 12.5(a), an Indemnitee receives written notice from such Indemnitor that the Indemnitor has elected to assume the defense of such Third Party Claim as provided in the case last sentence of Third Party Claims (as defined belowSection 12.5(a), the Indemnified Party receives any written notice of any action, lawsuit, proceeding, investigation or other claim against or involving the Indemnified Party by a Governmental Authority or other Third Party or otherwise discovers the liability, obligation or facts giving rise to such claim for indemnification or (ii) in the case of all other claims, the Indemnified Party discovers the liability, obligation or facts giving rise to such claim for indemnification; provided that the failure to notify or delay in notifying an Indemnifying Party Indemnitor will not relieve the Indemnifying Party of its obligations pursuant to Section 5.2 or 5.3, as applicable, except to the extent that such failure actually hxxxx the Indemnifying Party, but in no event shall the Indemnifying Party be liable for any legal expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, however, that if the Indemnitor fails to take reasonable steps necessary to defend diligently such Third Party Claim within ten (10) calendar days after receiving written notice from the Indemnitee that the Indemnitee believes the Indemnitor has failed to take such steps, or if the Indemnitor has not undertaken fully to indemnify the Indemnitee in respect of all Indemnifiable Losses relating to the matter, the Indemnitee may assume its own defense, and the Indemnitor will be liable for all reasonable costs or expenses, including attorneys’ fees, paid or incurred in connection therewith. Without the prior written consent of the Indemnitee, the Indemnitor will not enter into any settlement of any Third Party Claim which would lead to liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder; provided, however, that the Indemnitor may accept any settlement without the consent of the Indemnitee if such settlement provides a full release to the Indemnitee and no requirement that the Indemnitee acknowledge fault or culpability. If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder and the Indemnitor desires to accept and agrees to such offer, the Indemnitor will give written notice to the Indemnitee to that effect. If the Indemnitee fails to consent to such firm offer within ten calendar days after its receipt of notice (it being understood that any claim for indemnity pursuant to Section 5.2(i) or 5.3(i) must be made by an Indemnification Claim Notice with respect thereto given within the applicable survival period, prior to the Termination Date specified in Section 5.1. Each Indemnification Claim Notice shall describe in reasonable detail the claimsuch notice, the liabilityIndemnitee may continue to contest or defend such Third Party Claim and, obligation or facts giving rise in such event, the maximum liability of the Indemnitor to such indemnification claim, and Third Party Claim will be the nature and amount of such Indemnifiable Loss (settlement offer, plus reasonable costs and expenses paid or incurred by the Indemnitee up to the extent that the nature and amount date of such Indemnifiable Loss is known at such time). All indemnification claims in respect of the Purchaser Indemnified Persons under this Section 5.5 shall be made by the Purchaser, and all indemnification claims in respect of the Seller Indemnified Persons under this Section 5.5 shall be made by the Sellernotice.

Notice of Claim. Any Person making Within ten (10) Business Days after discovery or notice of a breach or receipt by a Party of a Third Party Claim, the indemnified Party shall, if a claim for indemnification pursuant in respect thereof is to be made against the indemnifying Party under this Agreement (an “Indemnified Agreement, deliver a claim notice to the indemnifying Party”) shall give the party from whom indemnification is sought (an “Indemnifying Party”) written notice of such claim (an “Indemnification Claim Notice”) within fifteen (15) business days after (i) in the case of Third Party Claims (as defined below); provided, the Indemnified Party receives any written notice of any actionhowever, lawsuit, proceeding, investigation or other claim against or involving the Indemnified Party by a Governmental Authority or other Third Party or otherwise discovers the liability, obligation or facts giving rise to such claim for indemnification or (ii) in the case of all other claims, the Indemnified Party discovers the liability, obligation or facts giving rise to such claim for indemnification; provided that the failure to so notify or delay in notifying an Indemnifying the indemnifying Party will shall not relieve the Indemnifying indemnifying Party of its obligations pursuant to Section 5.2 or 5.3, as applicable, except to the extent that such failure actually hxxxx materially prejudiced the Indemnifying Party, but in no ability of the indemnifying Party to defend the action or claim. In the event shall the Indemnifying Party be liable for expenses incurred prior to its receipt of notice (it being understood that any claim for indemnity pursuant to Section 5.2(i) or 5.3(i) must be Third Party Claim is made by an Indemnification Claim Notice with respect thereto given within against the applicable survival period, prior to indemnified Party and the Termination Date specified in Section 5.1. Each Indemnification Claim Notice shall describe in reasonable detail indemnified Party notifies the indemnifying Party of the commencement of such claim, the liabilityindemnifying Party shall be entitled to participate therein and may elect to assume the defense thereof, obligation with counsel reasonably satisfactory to the indemnified Party. The indemnified Party shall have the right to employ separate counsel in any action or facts giving rise claim and to participate in the defense thereof at its own expense; provided such indemnification separate counsel may be retained at the expense of the indemnifying Party (i) if the retention of such counsel has been specifically authorized by the indemnifying Party within twenty (20) days after receipt of a claim notice that the indemnifying Party elects to undertake the defense thereof (provided, however, if the indemnified Party retains counsel after receipt of such notice, such counsel shall be at the indemnified Party's expense), (ii) if there is a reasonable basis on which the indemnified Party's interests may differ from those of the indemnifying Party, (iii) if the indemnifying Party fails to take reasonable steps to diligently defend such claim, and or (iv) if the nature and amount of such Indemnifiable Loss (indemnifying Party has not undertaken to fully indemnify the extent that the nature and amount of such Indemnifiable Loss is known at such time). All indemnification claims indemnified Party in respect of all Damages relating to the Purchaser Indemnified Persons under this Section 5.5 shall be made by the Purchaser, and all indemnification claims in respect of the Seller Indemnified Persons under this Section 5.5 shall be made by the Sellermatter.

Notice of Claim. Any (a) In the event that a Buyer seeks indemnification on behalf of a Buyer Indemnified Person, or Seller seeks indemnification on behalf of a Seller Indemnified Person, including with respect to any pending or threatened Third Person making a claim for Claim, such party seeking indemnification pursuant to this Agreement (an the “Indemnified Party”) shall give reasonably prompt written notice (each, an “Indemnification Claim Certificate”) to the indemnifying party from whom indemnification is sought (an the “Indemnifying Party”) written notice of such claim (an “Indemnification Claim Notice”) within fifteen (15) business days after (i) in the case of Third Party Claims (as defined below), the Indemnified Party receives any written notice of any action, lawsuit, proceeding, investigation or other claim against or involving the Indemnified Party by a Governmental Authority or other Third Party or otherwise discovers the liability, obligation or facts giving rise to such claim for indemnification or (ii) in the case of all other claims, the Indemnified Party discovers the liability, obligation or facts giving rise to such claim for indemnification; provided that the failure to notify or delay in notifying an Indemnifying Party will not relieve the Indemnifying Party of its obligations pursuant to Section 5.2 or 5.3, as applicable, except to the extent that such failure actually hxxxx the Indemnifying Party, but in no event shall the Indemnifying Party be liable for expenses incurred prior to its receipt of notice (it being understood that any claim for indemnity pursuant to Section 5.2(i) or 5.3(i) must be made by an Indemnification Claim Notice with respect thereto given within the applicable survival period, prior to the Termination Date specified in Section 5.1. Each Indemnification Claim Notice shall describe specifying in reasonable detail the claim, facts constituting the liability, obligation or facts giving rise to basis for such indemnification claim, claim and the nature and amount of such Indemnifiable Loss (amount, to the extent known, of the claim asserted; provided, however, that the nature rights of an Indemnified Party shall not be adversely affected by a failure to give such notice unless, and then only to the extent that, an Indemnifying Party is actually and materially prejudiced thereby. If the Indemnifying Party does not object in writing to the Indemnified Party, pursuant to Section 9.05(b), to any individual items of Indemnified Losses set forth in an Indemnification Claim Certificate delivered pursuant to this Section 9.05(a) within thirty (30) days after delivery of such Indemnification Claim Certificate, the Indemnifying Party shall be deemed to have consented to the Indemnified Party’s recovery of the full amount of all such Indemnifiable items of Indemnified Loss is known at set forth in such timeIndemnification Claim Certificate. The Indemnifying Party shall pay, or shall cause the Escrow Agent to pay, as the case may be, the full amount of any undisputed Indemnified Losses in accordance with Section 9.05(d) (including the undisputed portion of any Indemnified Losses where there may be both an undisputed and a disputed portion). All indemnification claims in respect of the Purchaser Indemnified Persons under this Section 5.5 shall be made by the Purchaser, and all indemnification claims in respect of the Seller Indemnified Persons under this Section 5.5 shall be made by the Seller.

Notice of Claim. Any Person making a claim for All indemnification pursuant to this Agreement claims in respect of any indemnitee seeking indemnity under Section 12.1 (collectively, the “Indemnitees” and each an “Indemnitee”) will be made solely by the corresponding Party (the “Indemnified Party”) shall ). The Indemnified Party will give the party from whom indemnification is sought indemnifying Party (an the “Indemnifying Party”) prompt written notice of such claim (an “Indemnification Claim Notice”) within fifteen (15) business days after (i) in of any Losses or the case discovery of Third Party Claims (as defined below), the any fact upon which such Indemnified Party receives any written notice of any action, lawsuit, proceeding, investigation or other claim against or involving the Indemnified Party by intends to base a Governmental Authority or other Third Party or otherwise discovers the liability, obligation or facts giving rise to such claim request for indemnification or (ii) in the case of all other claims, the Indemnified Party discovers the liability, obligation or facts giving rise to such claim for indemnification; provided that the failure to notify or delay in notifying an Indemnifying Party will not relieve the Indemnifying Party of its obligations pursuant to under Section 5.2 or 5.3, as applicable, except to the extent that such failure actually hxxxx the Indemnifying Party12.1, but in no event shall will the Indemnifying Party be liable for expenses incurred prior to its receipt any Losses that result from any delay in providing such notice which materially prejudices the defense of notice (it being understood that any claim for indemnity pursuant to Section 5.2(i) or 5.3(i) must be made by an Indemnification Claim Notice with respect thereto given within the applicable survival period, prior to the Termination Date specified in Section 5.1such Third Party Claim. Each Indemnification Claim Notice shall describe in reasonable detail must contain a description of the claim, the liability, obligation or facts giving rise to such indemnification claim, claim and the nature and amount of such Indemnifiable Loss (to the extent that the nature and amount of such Indemnifiable Loss is are known at such time). All indemnification claims Together with the Indemnification Claim Notice, the Indemnified Party will furnish promptly to the Indemnifying Party copies of all notices and documents (including court papers) received by any Indemnitee in respect of connection with the Purchaser Third Party Claim. The Indemnifying Party shall not be obligated to indemnify the Indemnified Persons under this Section 5.5 shall be Party to the extent any admission or statement made by the Purchaser, and all indemnification claims in respect Indemnified Party materially prejudices the defense of the Seller Indemnified Persons under this Section 5.5 shall be made by the Sellersuch Third Party Claim.

Notice of Claim. Any Person making a Promptly after service of notice of any claim for indemnification or of process on Buyer or on the Seller (hereinafter in this Section 11.3, the "Indemnified Party") by any third party, or promptly after obtaining actual knowledge by the Indemnified Party of any other claim, in any matter in respect of which indemnity may be sought pursuant to this Agreement (an “Indemnified Party”) shall give the party from whom indemnification is sought (an “Indemnifying Party”) written notice of such claim (an “Indemnification Claim Notice”) within fifteen (15) business days after (i) in the case of Third Party Claims (as defined below)Section 11, the Indemnified Party receives any written notice shall promptly notify Buyer or the Seller (hereinafter in this Section 11.3, the "Indemnifying Party") of any action, lawsuit, proceeding, investigation or other claim against or involving the Indemnified Party by a Governmental Authority or other Third Party or otherwise discovers the liability, obligation or facts giving rise to such claim for indemnification or (ii) in receipt thereof. In the case of all other claimsany action or proceeding by a third party, the Indemnified Indemnifying Party discovers shall have the liabilityright to participate in, obligation or facts giving rise to assume, at its own expense, the defense of any such claim for indemnification; provided that the failure to notify or delay in notifying an Indemnifying Party will not relieve process or settlement thereof. After notice from the Indemnifying Party of its obligations pursuant election so to Section 5.2 or 5.3assume the defense thereof, as applicable, except the Indemnified Party shall not be liable to the extent that such failure actually hxxxx the Indemnifying Party, but in no event shall the Indemnifying Party for any legal or other expense in connection with such defense. Such defense shall be liable conducted expeditiously (but with due regard for expenses incurred prior obtaining the most favorable outcome reasonably likely under the circumstances, taking into account costs and expenditures) and the Indemnified Party shall be advised of all developments. With respect to its receipt any matter which is the subject of any such claim and as to which the Indemnified Party fails to give the Indemnifying Party such notice (it being understood that any as aforesaid, and such failure adversely affects the ability of the Indemnifying Party to defend such claim for indemnity pursuant or materially increases the amount of indemnification which the Indemnifying Party is obligated to Section 5.2(i) or 5.3(i) must be made by an Indemnification Claim Notice with respect thereto given within the applicable survival period, prior to the Termination Date specified in Section 5.1. Each Indemnification Claim Notice shall describe in reasonable detail the claimpay hereunder, the liability, obligation or facts giving rise to such indemnification claim, and the nature and amount of such Indemnifiable Loss (to indemnification which the extent that the nature and amount of such Indemnifiable Loss is known at such time). All indemnification claims in respect of the Purchaser Indemnified Persons under this Section 5.5 Party shall be made by the Purchaser, and all indemnification claims in respect of the Seller Indemnified Persons under this Section 5.5 entitled to receive shall be made by reduced to an amount which the SellerIndemnified Party would have been entitled to receive had such notice been timely given.

Notice of Claim. Any Person making a claim for indemnification pursuant to this Agreement (an “Indemnified Party”) aggrieved party shall give the party from whom indemnification is sought (an “Indemnifying Party”) prompt written notice to the others of any claim (actual or threatened) or other event that in the judgment of such party might result or has resulted in a loss by such party hereunder, and Miracor shall have the right to assume the defense of such claim or any litigation resulting therefrom; PROVIDED THAT counsel for Miracor, who shall conduct the defense of such claim (an “Indemnification Claim Notice”actual, threatened, or asserted) within fifteen (15) business days after (i) in the case of Third Party Claims (as defined below)or litigation, the Indemnified Party receives any written notice of any action, lawsuit, proceeding, investigation or other claim against or involving the Indemnified Party by a Governmental Authority or other Third Party or otherwise discovers the liability, obligation or facts giving rise shall be reasonably satisfactory to such claim for indemnification or (ii) aggrieved party, and such aggrieved party may participate in the case of all other claimssuch defense at their expense, the Indemnified Party discovers the liabilityand PROVIDED, obligation or facts giving rise to such claim for indemnification; provided FURTHER, that the failure omission by an aggrieved to notify or delay in notifying an Indemnifying Party will give notice as provided herein shall not relieve the Indemnifying Party Miracor of its obligations pursuant to Section 5.2 or 5.3, as applicable, hereunder except to the extent that the omission results in a failure of actual notice to the Miracor, and Miracor is damaged solely as a result of the failure to give notice. Miracor, in the defense of any such failure actually hxxxx claim or litigation, shall not, except with the Indemnifying Partyconsent of each aggrieved party, but consent to the entry of any judgment or decree or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to the aggrieved party, or parties, as the case may be, of a release from all liability in no event respect to such claim or litigation, and Miracor and the other parties hereto shall the Indemnifying Party be liable for expenses incurred prior not have liability with respect to its receipt of notice (it being understood that any claim for indemnity pursuant to Section 5.2(i) or 5.3(i) must be payment made by an Indemnification Claim Notice aggrieved party in connection with respect thereto given the settlement, satisfaction, or compromise of any claim unless the Miracor shall have approved thereof in advance in writing, which approval shall not unreasonably be withheld or delayed. If the aggrieved party shall not have received notice that the Miracor shall assume the defense of such claim within twenty (20) days after the applicable survival period, prior notice is sent to the Termination Date specified in Section 5.1Miracor of the existence of such claim, the aggrieved party shall be free to proceed with the defense of such claim. Each Indemnification Claim Notice such notice shall describe be accompanied (or followed as promptly as is reasonably practicable after the amount of such loss becomes determinable) by a certificate signed by the aggrieved party and setting forth in reasonable detail the claim, calculation of the liability, obligation or facts giving rise to such indemnification claim, and the nature and amount of such Indemnifiable Loss (in accordance with the provisions hereof, and accompanied by copies of all relevant documents and records. The omission to give such notice or provide such certificate by the aggrieved party shall not relieve Miracor of its obligation under this Agreement except to the extent that such omission results in a failure of actual notice to the nature Miracor, and amount of Miracor is damaged solely by such Indemnifiable Loss is known at such time)failure to give notice. All indemnification claims in respect of the Purchaser Indemnified Persons under this Section 5.5 No loss shall be considered to have occurred with respect to any payment made by any aggrieved party in settlement, satisfaction, or compromise of any claim unless the Purchaser, Miracor shall have approved thereof in advance and all indemnification claims in respect of the Seller Indemnified Persons under this Section 5.5 shall be made by the Sellerwriting.

Notice of Claim. Any Person making a claim for Party seeking indemnification pursuant to this Agreement hereunder (an the “Indemnified PartyIndemnitee”) shall give notify the party from whom Party liable for such indemnification is sought (each an “Indemnifying PartyIndemnitor”) in writing of any event, omission or occurrence that the Indemnitee has determined has given or could give rise to Losses that are indemnifiable hereunder (such written notice being hereinafter referred to as a “Notice of such Claims”). Such Notice of Claims shall be given promptly after the Indemnitee becomes aware of its own claim (an “Indemnification Claim Notice”) within fifteen (15) business days after (i) in the case or that of Third Party Claims (as defined below), the Indemnified Party receives any written notice of any action, lawsuit, proceeding, investigation or other claim against or involving the Indemnified Party by a Governmental Authority or other Third Party or otherwise discovers the liability, obligation or facts giving rise to such claim for indemnification or (ii) in the case of all other claims, the Indemnified Party discovers the liability, obligation or facts giving rise to such claim for indemnificationthird party; provided that the failure of any Indemnitee to notify or delay give notice as provided in notifying an Indemnifying Party will this Section 9.3.1 shall not relieve the Indemnifying Party Indemnitor of its obligations pursuant to under this Section 5.2 or 5.3, as applicable, except to the extent that such failure actually hxxxx the Indemnifying Party, but in no event 9. A Notice of Claims shall the Indemnifying Party be liable for expenses incurred prior to its receipt of notice (it being understood that any claim for indemnity pursuant to Section 5.2(i) or 5.3(i) must be made by an Indemnification Claim Notice with respect thereto given within the applicable survival period, prior to the Termination Date specified in Section 5.1. Each Indemnification Claim Notice shall describe specify in reasonable detail the claimnature and any particulars of the event, the liabilityomission, obligation or facts occurrence giving rise to such indemnification claima right of indemnification. The Indemnitor shall satisfy its obligations hereunder, and as the nature and amount case may be, within thirty (30) days of such Indemnifiable Loss (its receipt of a Notice of Claims; provided, however, that so long as the Indemnitor is in good faith defending a claim pursuant to Section 9.3.2, its obligation to indemnify the extent that the nature and amount of such Indemnifiable Loss is known at such time). All indemnification claims in Indemnitee with respect of the Purchaser Indemnified Persons under this Section 5.5 thereto shall be made by the Purchaser, and all indemnification claims in respect of the Seller Indemnified Persons under this Section 5.5 shall be made by the Sellersuspended.

Notice of Claim. Any Person making If a party has a claim for indemnification pursuant to under this Agreement Section 8.02 (an “Indemnified Party”) ), it shall give deliver to the party or parties from whom indemnification is to be sought (an the “Indemnifying Party”) one or more written notices of Losses. Any written notice shall state in reasonable detail the basis for such Losses to the extent then known by the Indemnified Party and the nature of the Loss for which indemnification is sought, and, if known, the amount of the Loss claimed. With respect to any such claim written notice (an “Indemnification Claim Notice”or any amended notice) within fifteen that relates to any other Loss for which indemnification is claimed pursuant to this Section 8.02, if such notice (15or amended notice) business days after states the amount of the Loss claimed and Indemnifying Party (i) or, in the case of Third Party Claims (as defined below), Intellamed) notifies the Indemnified Party receives any written that the Indemnifying Party does not dispute the claim described in such notice of any action, lawsuit, proceeding, investigation or other claim against or involving fails to notify the Indemnified Party within 20 business days after delivery of such notice whether the Indemnifying Party disputes the claim described in such notice, the Loss in the amount specified in such notice shall be admitted by a Governmental Authority or other Third the Indemnifying Party or otherwise discovers and the liability, obligation or facts giving rise Indemnifying Party shall pay the amount of such Loss to the Indemnified Party. If the Indemnifying Party shall have disputed the liability of the Indemnifying Party with respect to such claim for indemnification or (ii) in claim, the case of all other claims, Indemnifying Party and the Indemnified Party discovers shall proceed in good faith to negotiate, for a period of 60 days, a resolution of such dispute. If a written notice does not state the liabilityamount of the Loss claimed, obligation or facts giving rise to such claim for indemnification; provided that omission shall not preclude the failure to notify or delay in notifying an Indemnifying Indemnified Party will not relieve from recovering from the Indemnifying Party the amount of its obligations pursuant to Section 5.2 or 5.3, as applicable, except the Loss with respect to the extent that claim described in such failure actually hxxxx the Indemnifying Party, but in no event shall the Indemnifying Party be liable for expenses incurred prior notice. In order to assert its receipt of notice (it being understood that any claim for indemnity pursuant right to Section 5.2(i) or 5.3(i) must be made by an Indemnification Claim Notice with respect thereto given within the applicable survival period, prior to the Termination Date specified in Section 5.1. Each Indemnification Claim Notice shall describe in reasonable detail the claim, the liability, obligation or facts giving rise to such indemnification claim, and the nature and amount of such Indemnifiable Loss (to the extent that the nature and amount of such Indemnifiable Loss is known at such time). All indemnification claims in respect of the Purchaser Indemnified Persons under this Section 5.5 8.02, an Indemnified Party shall not be made by the Purchaser, and all indemnification claims required to provide any notice except as provided in respect of the Seller Indemnified Persons under this Section 5.5 shall be made by the Seller8.02(c).

Notice of Claim. Any Person making a From and after Closing, any claim for indemnification pursuant indemnity hereunder shall be made by written notice from the party seeking to this Agreement be indemnified (an “"Indemnified Party”") shall give to the other party from whom indemnification is sought hereto (an “"Indemnifying Party”) "), together with a written notice description of any claims asserted, stating the nature and basis of such claim and, if ascertainable, the amount thereof. The Indemnifying Party shall have a period of thirty (an “Indemnification Claim Notice”30) within fifteen (15) business days after (i) receipt of such notice within which to respond to the Indemnified Party or, in the case of Third a claim which requires a shorter time for response, then within such shorter period as specified by Indemnified Party Claims (as defined belowin such notice ( "Notice Period"). If the Indemnifying Party denies its obligation to indemnify or defend such claim, the Indemnified Party receives may defend or compromise the claim as it deems appropriate without prejudice to any written notice of Indemnified Party's rights hereunder, with no right of the Indemnifying Party to approve or disapprove any action, lawsuit, proceeding, investigation or other actions taken in connection therewith by the Indemnified Party. If the Indemnifying Party accepts its obligation to indemnify and defend such claim against or involving it shall so notify the Indemnified Party by a Governmental Authority at least five (5) days prior to the expiration of the Notice Period and undertake the defense or other Third Party or otherwise discovers the liability, obligation or facts giving rise to compromise of such claim for indemnification with counsel selected by the Indemnifying Party. If the Indemnifying Party undertakes the defense or (ii) in the case compromise of all other claimssuch claim, the Indemnified Party discovers shall be entitled, at its own expense, to participate in such defense. No compromise or settlement of any claim shall be made without the liability, obligation or facts giving rise to such claim for indemnification; provided that prior written approval of the failure to notify or delay in notifying an Indemnifying Party will not relieve the Indemnifying Party of its obligations pursuant to Section 5.2 or 5.3, as applicable, except to the extent that such failure actually hxxxx the Indemnifying Indemnified Party, but in no event which approval shall not be unreasonably withheld or delayed, unless such compromise or settlement includes a general and complete release of the Indemnifying Indemnified Party be liable for expenses incurred prior to its receipt of notice (it being understood that any claim for indemnity pursuant to Section 5.2(i) or 5.3(i) must be made by an Indemnification Claim Notice with respect thereto given within the applicable survival period, prior to the Termination Date specified in Section 5.1. Each Indemnification Claim Notice shall describe in reasonable detail the claim, the liability, obligation or facts giving rise to such indemnification claim, and the nature and amount of such Indemnifiable Loss (to the extent that the nature and amount of such Indemnifiable Loss is known at such time). All indemnification claims in respect of the Purchaser Indemnified Persons under this Section 5.5 shall be made by the Purchasermatter, with prejudice, and all indemnification claims in respect with no admission of liability on the part of the Seller Indemnified Persons under this Section 5.5 shall be made by Party and no constraints on the Sellerfuture conduct of its business.

Notice of Claim. Any Person making a claim for indemnification pursuant to this Agreement Section 7.2 or 7.3 (an “"Indemnified Party”") shall must give the party from whom indemnification is sought (an “"Indemnifying Party”") written notice of such claim (an “"Indemnification Claim Notice”") within fifteen (15) business days Business Days after (i) in the case of Third Party Claims (as defined below), the Indemnified Party receives any written notice of any action, lawsuit, proceeding, investigation or other claim against or involving the Indemnified Party by a Governmental an Authority or other Third Party third Person or otherwise discovers the liability, obligation or facts giving rise to such claim for indemnification or (ii) in the case of all other claims, the Indemnified Party discovers the liability, obligation or facts giving rise to such claim for indemnification; provided that the failure to notify or delay in notifying an Indemnifying Party will not relieve the Indemnifying Party of its obligations pursuant to Section 5.2 7.2 or 5.37.3, as applicable, except to the extent that such failure actually hxxxx xxxxx the Indemnifying Party, but in no event shall the Indemnifying Party be liable for expenses incurred prior to its receipt of notice (it being understood that any claim for indemnity pursuant to Section 5.2(i) or 5.3(i) must be made by an Indemnification Claim Notice with respect thereto given within the applicable survival period, prior to the Termination Date specified in Section 5.1notice. Each Indemnification Claim Notice shall describe in reasonable detail must contain a description of the claim, the liability, obligation or facts giving rise to such indemnification claim, claim and the nature and amount of such Indemnifiable Loss (to the extent that the nature and amount of such Indemnifiable Loss is known at such time). All indemnification claims in respect of the Purchaser Indemnified Persons Indemnitees under this Section 5.5 7.5 shall be made by the Purchaser, and all indemnification claims in respect of the Seller Indemnified Persons Indemnitees under this Section 5.5 7.5 shall be made by the Seller.

Notice of Claim. Any Person making Promptly, but in any event within 30 days after obtaining knowledge of any claim or demand which may give rise to, or could reasonably give rise to, a claim for indemnification pursuant hereunder (any such claim an Indemnification Claim), the party or parties entitled to this Agreement indemnification hereunder (an “the "Indemnified Party”") shall give written notice to the party from whom or parties subject to indemnification is sought obligations therefor (an “the "Indemnifying Party”") written notice of such claim (an “Indemnification Claim Notice”) within fifteen (15) business days after (i) in a "Notice of Claim"). A Notice of Claim shall be given with respect to all Indemnification Claims; provided, however, that the case failure to timely give a Notice of Third Claim to the Indemnifying Party Claims (as defined below), shall not relieve the Indemnifying Party from any liability that it may have to the Indemnified Party receives hereunder to the extent that the Indemnifying Party is not prejudiced by such failure. No Indemnified Party shall be entitled to give a Notice of Claim with respect to any written notice representation and warranty after the expiration of any actionthe time period for survival thereof as provided in Section 9.1. The Notice of Claim shall set forth, lawsuitto the extent known to the particular Indemnified Party, proceedingthe amount (or a reasonable estimate) of the loss, investigation damage or other claim against expense suffered, or involving which may be suffered, by the Indemnified Party by as a Governmental Authority or other Third Party or otherwise discovers result of such Indemnification Claim and a brief description of the liability, obligation or facts giving rise to such claim for indemnification or Indemnification Claim. The Indemnified Party shall furnish to the Indemnifying Party such information (iiin reasonable detail) in the case of all other claims, as the Indemnified Party discovers the liability, obligation or facts giving rise may have with respect to such claim for indemnification; provided that the failure to notify or delay in notifying an Indemnifying Party will not relieve the Indemnifying Party of its obligations pursuant to Section 5.2 or 5.3, as applicable, except to the extent that such failure actually hxxxx the Indemnifying Party, but in no event shall the Indemnifying Party be liable for expenses incurred prior to its receipt of notice (it being understood that any claim for indemnity pursuant to Section 5.2(i) or 5.3(i) must be made by an Indemnification Claim Notice with respect thereto given within the applicable survival period(including copies of any summons, prior to the Termination Date specified in Section 5.1. Each Indemnification Claim Notice shall describe in reasonable detail the complaint or other pleading which may have been served on it and any written claim, demand, invoice, billing or other document evidencing or asserting the liability, obligation or facts giving rise to such indemnification claim, and the nature and amount of such Indemnifiable Loss (to the extent that the nature and amount of such Indemnifiable Loss is known at such timesame). All indemnification claims in respect of the Purchaser Indemnified Persons under this Section 5.5 shall be made by the Purchaser, and all indemnification claims in respect of the Seller Indemnified Persons under this Section 5.5 shall be made by the Seller.

Notice of Claim. Any Person making All indemnification claims in respect of any indemnitee seeking indemnity under Section 13.1 (collectively, the "INDEMNITEES" and each an "INDEMNITEE") will be made solely by the corresponding Party (the "INDEMNIFIED PARTY"). The Indemnified Party will give the indemnifying Party (the "INDEMNIFYING Party") prompt written notice (an "INDEMNIFICATION CLAIM NOTICE") of any Losses and any Third Party Claim or the discovery of any fact upon which such Indemnified Party intends to base a claim request for indemnification pursuant to this Agreement (an “Indemnified Party”) shall give the party from whom indemnification is sought (an “Indemnifying Party”) written notice of such claim (an “Indemnification Claim Notice”) within fifteen (15) business days after (i) in the case of Third Party Claims (as defined below), the Indemnified Party receives any written notice of any action, lawsuit, proceeding, investigation or other claim against or involving the Indemnified Party by a Governmental Authority or other Third Party or otherwise discovers the liability, obligation or facts giving rise to such claim for indemnification or (ii) in the case of all other claims, the Indemnified Party discovers the liability, obligation or facts giving rise to such claim for indemnification; provided that the failure to notify or delay in notifying an Indemnifying Party will not relieve the Indemnifying Party of its obligations pursuant to under Section 5.2 or 5.3, as applicable, except to the extent that such failure actually hxxxx the Indemnifying Party13.1, but in no event shall will the Indemnifying Party be liable for expenses incurred prior to its receipt any Losses that result from any delay in providing such notice which materially prejudices the defense of notice (it being understood that any claim for indemnity pursuant to Section 5.2(i) or 5.3(i) must be made by an Indemnification Claim Notice with respect thereto given within the applicable survival period, prior to the Termination Date specified in Section 5.1such Third Party Claim. Each Indemnification Claim Notice shall describe in reasonable detail must contain a description of the claim, the liability, obligation or facts giving rise to such indemnification claim, claim and the nature and amount of such Indemnifiable Loss (to the extent that the nature and amount of such Indemnifiable Loss is are known at such time). All indemnification claims Together with the Indemnification Claim Notice, the Indemnified Party will furnish promptly to the Indemnifying Party copies of all notices and documents (including court papers) received by any Indemnitee in respect of connection with the Purchaser Third Party Claim. The Indemnifying Party shall not be obligated to indemnify the Indemnified Persons under this Section 5.5 shall be Party to the extent any admission or statement made by the Purchaser, and all indemnification claims in respect Indemnified Party materially prejudices the defense of the Seller Indemnified Persons under this Section 5.5 shall be made by the Sellersuch Third Party Claim.

Notice of Claim. Any Person making The party to be indemnified hereunder (the "Indemnified Party") shall notify in writing (such notification shall be referred to herein as a "Claims Notice") the indemnifying party (the "Indemnifying Party") within (i) 60 days after a claim is presented to the Indemnified Party or the Indemnified Party becomes aware of substantial facts that would reasonably appear to the Indemnified Party to be likely to give rise to a claim for indemnification pursuant to this Agreement indemnity hereunder, or (an “ii) five (5) days if the Indemnified Party”) shall give the party from whom indemnification is sought (an “Indemnifying Party”) written Party receives formal notice of the filing of a suit, petition or claim or the scheduling of a hearing related to a matter which may give rise to claim for indemnity hereunder. Each Claims Notice shall, if feasible, contain a reasonable estimate by the Indemnified Party of the losses, costs, liabilities and expenses (including, but not limited to, costs and expenses of litigation and attorneys' fees) which the Indemnified Party may incur. If Trimedyne is the Indemnified Party and delivers a Claims Notice to the Stockholders, and the Stock of Trimedyne described in Section 1.3 has not yet been issued, Trimedyne shall have the right to escrow an amount of its Stock equal to the amount claimed in the Claims Notice. The Stock shall be released from escrow and either delivered to the Stockholders or retained by Trimedyne depending on the final resolution of such situation. Such escrow shall be established with a bank or title company acceptable to Buyer and Seller, with neither party unreasonably withholding their consent. The Indemnifying Party shall have the right to defend a claim (an “Indemnification Claim Notice”) within fifteen (15) business days after and control the defense, settlement and prosecution of any litigation; provided, however, in order to have the right to defend a claim and control the defense, settlement and prosecution of any litigation, the Indemnifying Party (i) must expressly acknowledge the assumption by it of all liabilities related to such litigation, including without limitation, the cost of such defense, settlement and prosecution of such litigation, and (ii) unless the Indemnified Party consents otherwise in writing, may only compromise or settle such litigation solely for money damages for which the case of Third Indemnifying Party Claims (as defined below)shall be fully liable. If the Indemnifying Party fails to defend such claim, the Indemnified Party receives any written will (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of any action, lawsuit, proceeding, investigation or other such claim against or involving on behalf and for the account and risk of the Indemnifying Party. The Indemnifying Party will make available to the Indemnified Party by a Governmental Authority or its representatives, at the Indemnifying Party's expense, all records and other Third Party or otherwise discovers the liability, obligation or facts giving rise to such claim for indemnification or (ii) materials in the case Indemnifying Party's possession and all employees or agents of all other claims, the Indemnifying Party required by the Indemnified Party discovers for the liabilityIndemnified Party's use in contesting any such claim, obligation or facts giving rise to such claim for indemnification; provided and the Indemnified Party and its representatives agree that the failure to notify or delay in notifying an Indemnifying Party they will not relieve use the Indemnifying Party's making available to them of any such material, or its agreement to do so, as a basis for asserting a waiver by the Indemnifying Party of its obligations pursuant to Section 5.2 any statutory or 5.3, as applicable, except to the extent that such failure actually hxxxx the Indemnifying Party, but in no event shall common law privilege the Indemnifying Party be liable for expenses incurred prior might have in any other proceedings, whether related or unrelated to its receipt the matter giving rise to the claim. If the Indemnified Party fails to notify the Indemnifying Party of a claim in accordance with the terms of this Section 6.3, and the Indemnifying Party is thereby materially prejudiced by such failure of notice (it being understood that any claim for indemnity pursuant to Section 5.2(i) or 5.3(i) must be made by an Indemnification Claim Notice with respect thereto given within the applicable survival period, prior to the Termination Date specified in Section 5.1. Each Indemnification Claim Notice shall describe in reasonable detail its defense of the claim, the liability, Indemnifying Party's obligation or facts giving rise to indemnify hereunder shall be extinguished with respect to such indemnification claim, and the nature and amount of such Indemnifiable Loss (claim to the extent that the nature and Indemnifying Party has been prejudiced by the failure to give such notice. The amount of such Indemnifiable Loss losses for which indemnification is known at such time). All indemnification claims in respect of the Purchaser Indemnified Persons provided under this Section 5.5 Agreement shall be made net of any amounts recovered by the Purchaser, and all indemnification claims in Indemnified Party under insurance policies or from unaffiliated third parties with respect of the Seller Indemnified Persons under this Section 5.5 shall be made by the Sellerto such losses.

Notice of Claim. Any Person making If any action shall be brought against a claim for indemnification party (the "Indemnified Party") in respect to which indemnity may be sought pursuant to this Agreement (an “Indemnified Party”) shall give the party from whom indemnification is sought (an “Indemnifying Party”) written notice provisions of such claim (an “Indemnification Claim Notice”) within fifteen (15) business days after (i) in the case of Third Party Claims (as defined below)Sections 1.4, 1.5 and 8, the Indemnified Party receives any written notice shall promptly notify the other party (the "Indemnifying Party") in writing, specifying the nature of any the action and the total monetary amount sought or other such relief as is sought therein. The Indemnifying Party may, at its option, assume the defense of the action, lawsuit, proceeding, investigation or other claim against or involving in which event the Indemnified Party by a Governmental Authority or other Third Party or otherwise discovers the liabilitywill cooperate fully in such defense and may participate in such defense with counsel of its own choice, obligation or facts giving rise to such claim for indemnification or (ii) in the case of all other claims, provided that the Indemnified Party discovers the liability, obligation or facts giving rise will be responsible for all expenses relating to such claim for indemnification; provided that the failure to notify or delay in notifying an Indemnifying Party will not relieve separate counsel. If the Indemnifying Party assumes the defense of the action, its obligations pursuant obligation will be limited to Section 5.2 paying the attorneys' fees, costs and expenses associated with such defense (except as otherwise expressly provided herein) and holding harmless the Indemnified Party from and against any judgment paid on account of such action or 5.3, as applicable, except to the extent that such failure actually hxxxx the Indemnifying Party, but in no event shall monetary settlement the Indemnifying Party has made (with the Indemnified Party's approval, not to be liable for expenses incurred prior to its receipt of notice (it being understood that any claim for indemnity pursuant to Section 5.2(iunreasonably withheld) or 5.3(i) must approved. No settlement may be made by an Indemnification Claim Notice with respect thereto given within either party without the applicable survival periodother party's prior approval, prior such approval not to the Termination Date specified in Section 5.1be unreasonably withheld. Each Indemnification Claim Notice shall describe in reasonable detail the claimATA AND MCCL EXPRESSLY AGREE THAT THIS SECTION ENTITLED INDEMNIFICATION HAS BEEN READ AND REVIEWED AND HAS BEEN THE SUBJECT OF NEGOTIATION BETWEEN THE PARTIES, the liability, obligation or facts giving rise to such indemnification claim, and the nature and amount of such Indemnifiable Loss (to the extent that the nature and amount of such Indemnifiable Loss is known at such time). All indemnification claims in respect of the Purchaser Indemnified Persons under this Section 5.5 shall be made by the Purchaser, and all indemnification claims in respect of the Seller Indemnified Persons under this Section 5.5 shall be made by the SellerAND THAT EACH AGREES TO BE BOUND BY THE TERMS THEREOF.

Notice of Claim. Any Person making a claim for In order to seek indemnification pursuant to this Agreement under Section 7.3, the Buyer Indemnified Parties shall deliver written notice (an the “Indemnified PartyIndemnity Claim Notice”) shall give to the party from whom indemnification is sought Representative (an together with the Seller Parties, the “Indemnifying Party”) (which Indemnity Claim Notice shall specify in reasonable detail the nature of any such Claim). The Indemnifying Party shall have until 11:59 pm Eastern Time on the thirtieth (30th) day following receipt of the Indemnity Claim Notice to object in a written notice of such statement to the claim made in the Indemnity Claim Notice (an “Indemnification Claim Indemnity Objection Notice”). The Indemnifying Party shall be deemed to have agreed to indemnify the Buyer Indemnified Party in connection with such Indemnity Claim Notice and the amount of the Claim set forth in such Indemnity Claim Notice shall be due and payable to the Indemnified Party within five (5) within fifteen (15) business days after Business Days thereafter, if (i) in the case Indemnifying Party failed to deliver a timely Indemnity Objection Notice; and (ii) following the expiration of Third Party Claims (as defined below)such period, the Indemnified Party receives any delivered written notice of any action, lawsuit, proceeding, investigation or other claim against or involving the Indemnified Party by a Governmental Authority or other Third Party or otherwise discovers the liability, obligation or facts giving rise to such claim for indemnification or (ii) in the case of all other claims, the Indemnified Party discovers the liability, obligation or facts giving rise to such claim for indemnification; provided that the failure to notify or delay in notifying an Indemnifying Party will not relieve the Indemnifying Party identifying such failure and the Indemnifying Party did not respond within three (3) Business Days following its receipt of its obligations such notice. (b) Resolution of Conflicts. If the Indemnifying Party delivers an Indemnity Objection Notice in accordance with Section 7.4(a), the Representative and the Buyer shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. At any time following delivery of an Indemnity Objection Notice pursuant to Section 5.2 or 5.3, as applicable, except to the extent that such failure actually hxxxx the Indemnifying Party, but in no event shall the Indemnifying Party be liable for expenses incurred prior to its receipt of notice (it being understood that any claim for indemnity pursuant to Section 5.2(i7.4(b) or 5.3(i) must be made by an Indemnification Claim Notice with respect thereto given within in the applicable survival period, prior to the Termination Date specified in Section 5.1. Each Indemnification Claim Notice shall describe in reasonable detail the claim, the liability, obligation or facts giving rise to such indemnification claim, and the nature and amount event of such Indemnifiable Loss (to the extent that the nature and amount of such Indemnifiable Loss is known at such time). All indemnification claims in respect of the Purchaser Indemnified Persons any other dispute arising under this Section 5.5 shall be made by 7, either Buyer or the Purchaser, Representative may pursue any and all indemnification claims in respect of the Seller Indemnified Persons legal or equitable remedies available to them under this Section 5.5 shall be made by the Seller.applicable Law. (c)

Notice of Claim. Any Person making a claim All indemnification claims provided for indemnification pursuant in Sections 9.6(a) and 9.6(b) will be made solely by such Party to this License Agreement (an “the "Indemnified Party”) shall give "). The Indemnified Party will promptly notify the party from whom indemnification is sought indemnifying Party (an “Indemnifying Party”) written notice of such claim (an “"Indemnification Claim Notice”") within fifteen (15) business days after (i) in of any Losses or the case discovery of Third Party Claims (as defined below), any fact upon which the Indemnified Party receives any written notice of any action, lawsuit, proceeding, investigation or other claim against or involving the Indemnified Party by intends to base a Governmental Authority or other Third Party or otherwise discovers the liability, obligation or facts giving rise to such claim request for indemnification or (iiunder Section 9.6(a) in the case of all other claims, the Indemnified Party discovers the liability, obligation or facts giving rise to such claim for indemnification; provided that the failure to notify or delay in notifying an Indemnifying Party will not relieve the Indemnifying Party of its obligations pursuant to Section 5.2 or 5.3, as applicable, except to the extent that such failure actually hxxxx the Indemnifying Partyand 9.6(b), but in no event shall will the Indemnifying indemnifying Party be liable for expenses incurred prior to its receipt of notice (it being understood any Losses that result from any claim for indemnity pursuant to Section 5.2(i) or 5.3(i) must be made by an Indemnification Claim Notice with respect thereto given within the applicable survival period, prior to the Termination Date specified delay in Section 5.1providing such notice. Each Indemnification Claim Notice shall describe in reasonable detail must contain a description of the claim, the liability, obligation or facts giving rise to such indemnification claim, claim and the nature and estimated amount of such Indemnifiable Loss (to the extent that the nature and amount of such Indemnifiable Loss is known at such time). All indemnification claims The Indemnified Party will furnish promptly to the indemnifying Party copies of all papers and official documents received in respect of any Losses and Third Party Claims. (d) Defense, Settlement, Cooperation and Expenses. (i) Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within [***] days after the indemnifying Party’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party will not be construed as an acknowledgment that the indemnifying Party is liable to indemnify the Indemnified Party in respect of the Purchaser Indemnified Persons under this Section 5.5 shall be made Third Party Claim, nor will it constitute a waiver by the Purchaserindemnifying Party of any defenses it may assert against the Indemnified Party’s claim for indemnification. Upon assuming the defense of a Third Party Claim, and all indemnification claims the indemnifying Party may appoint as lead counsel in respect the defense of the Seller Indemnified Persons under this Section 5.5 shall be made by the Seller.the

Notice of Claim. Any Person making All indemnification claims in respect of a claim Novvi LLC Indemnitee or Amyris Indemnitee shall be made solely by Novvi LLC or Amyris, as applicable (each of Novvi LLC or Amyris in such capacity, the “Indemnified Party”). Promptly after a Novvi LLC Indemnitee or an Amyris Indemnitee receives notice of a threatened, pending, or actual Novvi LLC Third Party Claim or Amyris Third Party Claim (a “Third Party Claim”), the applicable Indemnified Party shall give written notice of the Third Party Claim to the Party to whom that Indemnified Party is entitled to look for indemnification pursuant to this Agreement Article 7 (an “Indemnified Party”) shall give the party from whom indemnification is sought (an “Indemnifying Party”) ). Such written notice of such claim (an “Indemnification Claim Notice”) within fifteen (15) business days after (i) in the case shall contain a description of Third Party Claims (as defined below), the Indemnified Party receives any written notice of any action, lawsuit, proceeding, investigation or other claim against or involving the Indemnified Party by a Governmental Authority or other Third Party or otherwise discovers the liability, obligation or facts giving rise to such claim for indemnification or (ii) in the case of all other claims, the Indemnified Party discovers the liability, obligation or facts giving rise to such claim for indemnification; provided that the failure to notify or delay in notifying an Indemnifying Party will not relieve the Indemnifying Party of its obligations pursuant to Section 5.2 or 5.3, as applicable, except to the extent that such failure actually hxxxx the Indemnifying Party, but in no event shall the Indemnifying Party be liable for expenses incurred prior to its receipt of notice (it being understood that any claim for indemnity pursuant to Section 5.2(i) or 5.3(i) must be made by an Indemnification Claim Notice with respect thereto given within the applicable survival period, prior to the Termination Date specified in Section 5.1. Each Indemnification Claim Notice shall describe in reasonable detail the claim, the liability, obligation or facts giving rise to such indemnification claim, and the nature and amount of such Indemnifiable Loss (to the extent that the nature and amount of such Indemnifiable Loss is known at such time), and the basis for indemnification under this Article 7. All indemnification claims An Indemnified Party's delay in providing, or failure to provide, an Indemnification Claim Notice will not relieve the Indemnifying Party of its obligations under this Article 7 for the Third Party Claim, except to the extent it can demonstrate that such delay or failure materially adversely affects the ability of the Indemnifying Party to defend the Third Person Claim, to cure the breach (if applicable) giving rise to such Third Person Claim, or minimize the applicable Loss. The Indemnified Party shall also furnish promptly to the Indemnifying Party copies of all papers and official documents received in respect of the Purchaser Indemnified Persons under this Section 5.5 shall be made by the Purchaser, and all indemnification claims in respect of the Seller Indemnified Persons under this Section 5.5 shall be made by the SellerThird Party Claim.

Notice of Claim. Any Person making Promptly after receipt by an indemnified party --------------- under this Section 5 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim for indemnification pursuant in respect thereof is to be made against any indemnifying party under this Agreement (an “Indemnified Party”) shall give Section 5, deliver to the indemnifying party from whom indemnification is sought (an “Indemnifying Party”) a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the indemnifying parties; provided, however, that an indemnified -------- ------- party (together with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such claim indemnified party by the counsel retained by the indemnifying party would be inappropriate (an “Indemnification Claim Notice”) within fifteen (15) business days after (i) in the case opinion of Third Party Claims (as defined below), counsel to the Indemnified Party receives indemnifying party) due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, lawsuitif prejudicial to its ability to defend such action, proceedingshall relieve such indemnifying party of any liability to the indemnified party under this Section 5, investigation or other claim against or involving but the Indemnified Party by a Governmental Authority or other Third Party or otherwise discovers omission so to deliver written notice to the liability, obligation or facts giving rise to such claim for indemnification or (ii) in the case of all other claims, the Indemnified Party discovers the liability, obligation or facts giving rise to such claim for indemnification; provided that the failure to notify or delay in notifying an Indemnifying Party indemnifying party will not relieve the Indemnifying Party it of its obligations pursuant any liability that it may have to Section 5.2 or 5.3, as applicable, except to the extent that such failure actually hxxxx the Indemnifying Party, but in no event shall the Indemnifying Party be liable for expenses incurred prior to its receipt of notice (it being understood that any claim for indemnity pursuant to Section 5.2(i) or 5.3(i) must be made by an Indemnification Claim Notice with respect thereto given within the applicable survival period, prior to the Termination Date specified in Section 5.1. Each Indemnification Claim Notice shall describe in reasonable detail the claim, the liability, obligation or facts giving rise to such indemnification claim, and the nature and amount of such Indemnifiable Loss (to the extent that the nature and amount of such Indemnifiable Loss is known at such time). All indemnification claims in respect of the Purchaser Indemnified Persons indemnified party otherwise than under this Section 5.5 shall be made by the Purchaser, and all indemnification claims in respect of the Seller Indemnified Persons under this Section 5.5 shall be made by the Seller5.

Notice of Claim. Any Person making a claim for All indemnification pursuant to this Agreement claims in respect of any Sanofi Indemnitee or IMDZ Indemnitee seeking indemnity under Sections 14.1 or 14.2 (collectively, the “Indemnitees” and each an “Indemnitee”) will be made solely by the corresponding Party (the “Indemnified Party”) shall ). The Indemnified Party will give the party from whom indemnification is sought indemnifying Party (an the “Indemnifying Party”) prompt written notice of such claim (an “Indemnification Claim Notice”) within fifteen (15) business days after (i) in the case of Third Party Claims (as defined below), the any Losses upon which such Indemnified Party receives any written notice of any action, lawsuit, proceeding, investigation or other claim against or involving the Indemnified Party by intends to base a Governmental Authority or other Third Party or otherwise discovers the liability, obligation or facts giving rise to such claim request for indemnification under Section 14.1 or (ii) in the case of all other claims, the Indemnified Party discovers the liability, obligation or facts giving rise to such claim for indemnification; provided that the failure to notify or delay in notifying an Indemnifying Party will not relieve the Indemnifying Party of its obligations pursuant to Section 5.2 or 5.3, as applicable, except to the extent that such failure actually hxxxx the Indemnifying Party14.2, but in no event shall will the Indemnifying Party be liable for expenses incurred prior to its receipt of notice (it being understood any Losses that result from any claim for indemnity pursuant to Section 5.2(i) or 5.3(i) must be made by an Indemnification Claim Notice with respect thereto given within the applicable survival period, prior to the Termination Date specified delay in Section 5.1providing such notice. Each Indemnification Claim Notice shall describe in reasonable detail must contain a description of the claim, the liability, obligation or facts giving rise to such indemnification claim, claim and the nature and amount of such Indemnifiable Loss (to the extent that the nature and *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. amount of such Indemnifiable Loss is are known at such time). All indemnification claims Together with the Indemnification Claim Notice, the Indemnified Party will furnish promptly to the Indemnifying Party copies of all notices and documents (including court papers) received by any Indemnitee in respect of connection with the Purchaser Indemnified Persons under this Section 5.5 shall be made by the Purchaser, and all indemnification claims in respect of the Seller Indemnified Persons under this Section 5.5 shall be made by the SellerThird Party Claim.

Notice of Claim. Any Person making a claim for Each person entitled to indemnification pursuant to under this Agreement Section 12 (an the “Indemnified Party”) shall give notice to the party from whom required to provide indemnification is sought (an the “Indemnifying Party”) written notice promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be available or sought, and shall permit the Indemnifying Party to participate in the defense of any such claim (or any resulting litigation, and the Indemnifying Party may participate in such defense at such party’s expense. In the event that a claim or litigation is partially, but not wholly covered by an “Indemnification Claim Notice”) within fifteen (15) business days after (i) indemnity set forth in the case of Third Party Claims (as defined below)this Section 12, the Indemnified and the Indemnifying Parties shall share in the resulting losses in proportion to their respective liabilities. Except with the consent of each Indemnified Party, which consent shall not be unreasonably withheld, no Indemnifying Party receives any written notice shall consent to the entry of any action, lawsuit, proceeding, investigation judgment or other claim against or involving the enter into any settlement which does not include a release of such Indemnified Party by a Governmental Authority or other Third Party or otherwise discovers the liability, obligation or facts giving rise from all liability in respect to such claim for indemnification or (ii) litigation to the extent it is covered by the indemnity in the case of all other claimsthis Section 12. Provided, however, the Indemnified Party discovers parties agree that only fully justifiable claims that have solid arms’ length basis will be submitted for indemnification. For example, improving relationships with the liability, obligation or facts giving rise third party claimant will not be sufficient reason to such base a claim for indemnification; provided that . Provided further, the failure indemnified party shall not consent to notify a settlement of, or delay in notifying an Indemnifying Party will not relieve the Indemnifying Party entry of its obligations pursuant to Section 5.2 or 5.3any judgment arising from, as applicable, except to the extent that such failure actually hxxxx the Indemnifying Party, but in no event shall the Indemnifying Party be liable for expenses incurred prior to its receipt of notice (it being understood that any claim for indemnity pursuant to Section 5.2(i) or 5.3(i) must be made by an Indemnification Claim Notice with respect thereto given within the applicable survival period, prior to the Termination Date specified in Section 5.1. Each Indemnification Claim Notice shall describe in reasonable detail the claim, the liability, obligation or facts giving rise to such indemnification claim, and the nature and amount of such Indemnifiable Loss (to the extent that the nature and amount of such Indemnifiable Loss is known at such time). All indemnification claims in respect of the Purchaser Indemnified Persons under this Section 5.5 shall be made by 12 without the Purchaser, and all indemnification claims in respect prior written consent of the Seller Indemnified Persons under this Section 5.5 Party, which consent shall not be made by the Sellerunreasonably withheld.

Notice of Claim. Any Person making a claim for All indemnification pursuant to this Agreement claims in respect of any indemnitee seeking indemnification under Section 12.1 (Indemnification by Apellis), Section 12.2 (Indemnification by Sobi), Section 5.2.6(e) (Assignment of EMA PNH Regulatory Approval), or Section 5.2.6(g) (Assignment of EMA PNH Regulatory Approval), as applicable (collectively, the “Indemnitees” and each, an “Indemnitee”), shall be made solely by the corresponding Party (the “Indemnified Party”) ). The Indemnified Party shall give the party from whom indemnification is sought indemnifying Party (an the “Indemnifying Party”) prompt written notice of such claim (an “Indemnification Claim Notice”) within fifteen (15) business days after (i) in the case of any Third Party Claims (Claim or Losses as defined below), to which the Indemnified Party receives any written notice of any action, lawsuit, proceeding, investigation or other claim against or involving the Indemnified Party by intends to make a Governmental Authority or other Third Party or otherwise discovers the liability, obligation or facts giving rise to such claim request for indemnification under Section 12.1 (Indemnification by Apellis), Section 12.2 (Indemnification by Sobi), Section 5.2.6(e) (Assignment of EMA PNH Regulatory Approval), or Section 5.2.6(g) (ii) in the case Assignment of all other claims, the Indemnified Party discovers the liability, obligation or facts giving rise to such claim for indemnification; provided that the failure to notify or delay in notifying an Indemnifying Party will not relieve the Indemnifying Party of its obligations pursuant to Section 5.2 or 5.3EMA PNH Regulatory Approval), as applicable, except to the extent that such failure actually hxxxx the Indemnifying Party, but in . In no event shall will the Indemnifying Party be liable for expenses incurred prior to its receipt of notice (it being understood any Losses that result from any claim for indemnity pursuant to Section 5.2(i) or 5.3(i) must be made by an Indemnification Claim Notice with respect thereto given within the applicable survival period, prior to the Termination Date specified delay in Section 5.1providing such notice. Each Indemnification Claim Notice shall describe in reasonable detail contain a description of the claim, the liability, obligation or facts giving rise to such indemnification claim, applicable Third Party Claim and the nature and amount of such Indemnifiable Loss the applicable Losses (to the extent that the nature and amount of such Indemnifiable Loss is Losses are known at such time). All indemnification claims Together with the Indemnification Claim Notice, the Indemnified Party shall furnish promptly to the Indemnifying Party copies of all notices and documents (including court papers) received by any Indemnitee in respect of connection with the Purchaser Indemnified Persons under this Section 5.5 shall be made by the Purchaser, and all indemnification claims in respect of the Seller Indemnified Persons under this Section 5.5 shall be made by the Sellerapplicable Third Party Claim.

Notice of Claim. Any Person making a claim for Party seeking indemnification pursuant to this Agreement hereunder (an the “Indemnified PartyIndemnitee”) shall give notify the party from whom other Party liable for such indemnification is sought (each an “Indemnifying PartyIndemnitor”) in writing of any event, omission or occurrence that the Indemnitee has determined has given or could give rise to Losses that are indemnifiable hereunder (such written notice being hereinafter referred to as a “Notice of such Claims”). Such Notice of Claims shall be given promptly after the Indemnitee becomes aware of its own claim (an “Indemnification Claim Notice”) within fifteen (15) business days after (i) in the case or that of Third Party Claims (as defined below), the Indemnified Party receives any written notice of any action, lawsuit, proceeding, investigation or other claim against or involving the Indemnified Party by a Governmental Authority or other Third Party or otherwise discovers the liability, obligation or facts giving rise to such claim for indemnification or (ii) in the case of all other claims, the Indemnified Party discovers the liability, obligation or facts giving rise to such claim for indemnificationthird party; provided that the failure of any Indemnitee to notify or delay give notice as provided in notifying an Indemnifying Party will this Section 16.3.1 shall not relieve the Indemnifying Party Indemnitor of its obligations pursuant to Section 5.2 or 5.3, as applicable, except to the extent that such failure actually hxxxx the Indemnifying Party, but in no event under this Article 16. A Notice of Claims shall the Indemnifying Party be liable for expenses incurred prior to its receipt of notice (it being understood that any claim for indemnity pursuant to Section 5.2(i) or 5.3(i) must be made by an Indemnification Claim Notice with respect thereto given within the applicable survival period, prior to the Termination Date specified in Section 5.1. Each Indemnification Claim Notice shall describe specify in reasonable detail the claimnature and any particulars of the event, the liability, obligation omission or facts occurrence giving rise to such indemnification claima right of indemnification. The Indemnitor shall satisfy its obligations hereunder, and as the nature and amount case may be, within thirty (30) days of such Indemnifiable Loss (its receipt of a Notice of Claims; provided, however, that so long as the Indemnitor is in good faith defending a claim pursuant to Section 16.3.2 below, its obligation to indemnify the extent that the nature and amount of such Indemnifiable Loss is known at such time). All indemnification claims in Indemnitee with respect of the Purchaser Indemnified Persons under this Section 5.5 thereto shall be made by the Purchaser, and all indemnification claims in respect of the Seller Indemnified Persons under this Section 5.5 shall be made by the Sellersuspended.

Notice of Claim. Any Person making a claim for All indemnification pursuant to this Agreement claims in respect of any indemnitee seeking indemnity hereunder (collectively, the “Indemnitees” and each an “Indemnitee”) shall be made solely by the corresponding Party (the “Indemnified Party”) ). The Indemnified Party shall give the party from whom indemnification is sought indemnifying Party (an the “Indemnifying Party”) prompt written notice of such claim (an “Indemnification Claim Notice”) within fifteen (15) business days after (i) in of any Losses or the case discovery of Third Party Claims (as defined below), the any fact upon which such Indemnified Party receives any written notice of any action, lawsuit, proceeding, investigation or other claim against or involving the Indemnified Party by intends to base a Governmental Authority or other Third Party or otherwise discovers the liability, obligation or facts giving rise to such claim request for indemnification or (ii) in the case of all other claims, the Indemnified Party discovers the liability, obligation or facts giving rise to such claim for indemnification; provided that the failure to notify or delay in notifying an Indemnifying Party will not relieve the Indemnifying Party of its obligations pursuant to Section 5.2 or 5.3, as applicable, except to the extent that such failure actually hxxxx the Indemnifying Partyhereunder, but in no event shall the Indemnifying Party be liable for expenses incurred prior to its receipt any Losses that result from any delay in providing such notice which materially prejudices the defense of notice (it being understood that any claim for indemnity pursuant to Section 5.2(i) or 5.3(i) must be made by an such Third Party Claim. Each 15 Indemnification Claim Notice with respect thereto given within must contain a description of the applicable survival period, prior to the Termination Date specified in Section 5.1. Each Indemnification Claim Notice shall describe in reasonable detail the claim, the liability, obligation or facts giving rise to such indemnification claim, claim and the nature and amount of such Indemnifiable Loss (to the extent that the nature and amount of such Indemnifiable Loss is are known at such time). All indemnification claims Together with the Indemnification Claim Notice, the Indemnified Party shall furnish promptly to the Indemnifying Party copies of all notices and documents (including court papers) received by any Indemnitee in respect of connection with the Purchaser Third Party Claim. The Indemnifying Party shall not be obligated to indemnify the Indemnified Persons under this Section 5.5 shall be Party to the extent any admission or statement made by the Purchaser, and all indemnification claims in respect Indemnified Party materially prejudices the defense of the Seller Indemnified Persons under this Section 5.5 shall be made by the Sellersuch Third Party Claim.

Notice of Claim. Any Person making If any action shall be brought against a claim for indemnification party (the "Indemnified Party") in respect to which indemnity may be sought pursuant to this Agreement (an “Indemnified Party”) shall give the party from whom indemnification is sought (an “Indemnifying Party”) written notice provisions of such claim (an “Indemnification Claim Notice”) within fifteen (15) business days after (i) in the case of Third Party Claims (as defined below)Sections 1.4, 1.5 and 8, the Indemnified Party receives any written notice shall promptly notify the other party (the "Indemnifying Party") in writing, specifying the nature of any the action and the total monetary amount sought or other such relief as is sought therein. The Indemnifying Party may, at its option, assume the defense of the action, lawsuit, proceeding, investigation or other claim against or involving in which event the Indemnified Party by a Governmental Authority or other Third Party or otherwise discovers the liabilitywill cooperate fully in such defense and may participate in such defense with counsel of its own choice, obligation or facts giving rise to such claim for indemnification or (ii) in the case of all other claims, provided that the Indemnified Party discovers the liability, obligation or facts giving rise will be responsible for all expenses relating to such claim for indemnification; provided that the failure to notify or delay in notifying an Indemnifying Party will not relieve separate counsel. If the Indemnifying Party assumes the defense of the action, its obligations pursuant obligation will be limited to Section 5.2 paying the attorneys' fees, costs and expenses associated with such defense (except as otherwise expressly provided herein) and holding harmless the Indemnified Party from and against any judgment paid on account of such action or 5.3, as applicable, except to the extent that such failure actually hxxxx the Indemnifying Party, but in no event shall monetary settlement the Indemnifying Party has made (with the Indemnified Party's approval, not to be liable for expenses incurred prior to its receipt of notice (it being understood that any claim for indemnity pursuant to Section 5.2(iunreasonably withheld) or 5.3(i) must approved. No settlement may be made by an Indemnification Claim Notice either party without the other party's prior approval, such approval not to be unreasonably withheld. ATA AND MCCL EXPRESSLY AGREE THAT THIS SECTION ENTITLED INDEMNIFICATION HAS BEEN READ AND REVIEWED AND HAS BEEN THE SUBJECT OF NEGOTIATION BETWEEN THE PARTIES, AND THAT EACH AGREES TO BE BOUND BY THE TERMS THEREOF. Information for which confidential treatment has been requested is omitted and is noted with respect thereto given within "+++." An unredacted version of this document has been filed with the applicable survival period, prior to the Termination Date specified in Section 5.1. Each Indemnification Claim Notice shall describe in reasonable detail the claim, the liability, obligation or facts giving rise to such indemnification claim, and the nature and amount of such Indemnifiable Loss (to the extent that the nature and amount of such Indemnifiable Loss is known at such time). All indemnification claims in respect of the Purchaser Indemnified Persons under this Section 5.5 shall be made by the Purchaser, and all indemnification claims in respect of the Seller Indemnified Persons under this Section 5.5 shall be made by the SellerSEC.

Notice of Claim. Any Person making a claim for The party or parties claiming indemnification pursuant to this Agreement under Section 6.1 above (an “the "Indemnified Party”Parties") shall give prompt written notice to the party or parties from whom indemnification is sought (an “the "Indemnifying Party”Parties") written notice of any claim (actual or threatened) or other event which in the judgment of the Indemnified Parties might result or has resulted in a Loss by the Indemnified Parties hereunder, and the Indemnifying Parties shall have the right to assume the defense of such claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Parties, who shall conduct the defense of such claim (an “Indemnification Claim Notice”actual, threatened or asserted) within fifteen (15) business days after (i) in the case of Third Party Claims (as defined below)or litigation, shall be reasonably satisfactory to the Indemnified Party receives any written notice of any actionParties, lawsuit, proceeding, investigation or other claim against or involving and the Indemnified Party Parties may participate in such defense at their expense, and provided, further, that the omission by a Governmental Authority or other Third Party or otherwise discovers the liability, obligation or facts giving rise to such claim for indemnification or (ii) in the case of all other claims, the Indemnified Party discovers the liability, obligation or facts giving rise Parties to such claim for indemnification; give notice as provided that the failure to notify or delay in notifying an Indemnifying Party will herein shall not relieve the Indemnifying Party Parties of its their obligations pursuant to Section 5.2 or 5.3, as applicable, hereunder except to the extent that such the omission results in a failure actually hxxxx of actual notice to the Indemnifying Party, but in no event shall Parties and the Indemnifying Party be liable for expenses incurred prior Parties are damaged solely as a result of the failure to its receipt of notice (it being understood that any claim for indemnity pursuant to Section 5.2(i) or 5.3(i) must be made by an Indemnification Claim Notice with respect thereto given within the applicable survival period, prior to the Termination Date specified in Section 5.1give notice. Each Indemnification Claim Notice such notice shall describe be accompanied (or followed as promptly as is reasonably practicable after the amount of such Loss becomes determinable) by a certificate signed by the Indemnified Party and setting forth in reasonable detail the calculation of the amount of such Loss in accordance with the provisions hereof, and accompanied by copies of all relevant documents and records. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to the entry of any judgment or decree or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to Indemnified Parties of a release from all liability in respect to such claim or litigation, and no Indemnifying Party shall have liability, and no Loss shall be considered to have occurred, with respect to any payment made by an Indemnified Party in connection with the settlement, satisfaction or compromise of any claim unless the Indemnifying Parties shall have approved thereof in advance in writing; provided that such approval shall not unreasonably be withheld or delayed. If the Indemnified Parties shall not have received notice that the Indemnifying Parties shall assume the defense of such claim within twenty (20) days after the notice is sent to the Indemnifying Parties of the existence of such claim, the liability, obligation or facts giving rise Indemnified Parties shall be free to such indemnification claim, and proceed with the nature and amount defense of such Indemnifiable Loss (to claim at the extent that the nature cost and amount of such Indemnifiable Loss is known at such time). All indemnification claims in respect expense of the Purchaser Indemnified Persons under this Section 5.5 shall be made by the Purchaser, and all indemnification claims in respect of the Seller Indemnified Persons under this Section 5.5 shall be made by the SellerIndemnifying Parties.

Notice of Claim. Any Person making If a claim for Damages (a "CLAIM") is to be made by a party entitled to indemnification pursuant to this Agreement hereunder (an “Indemnified Party”"INDEMNIFIED PARTY") shall give against the indemnifying party from whom indemnification is sought (an “Indemnifying Party”) written notice of such claim (an “Indemnification Claim Notice”) within fifteen (15) business days after (i) in the case of Third Party Claims (as defined below"INDEMNIFYING PARTY"), the Indemnified Party receives any shall give written notice (a "CLAIM NOTICE") to the Indemnifying Party, which notice shall specify whether the Claim arises as a result of any action, lawsuit, proceeding, investigation or other a claim by a person against or involving the Indemnified Party by (a Governmental Authority "THIRD PARTY CLAIM") or other whether the Claim does not so arise (a "DIRECT CLAIM"), and shall also specify (to the extent that the information is available) the factual basis for the Claim and the amount of the Damages, if known. If the Claim is a Third Party or otherwise discovers the liability, obligation or facts giving rise to such claim for indemnification or (ii) in the case of all other claimsClaim, the Indemnified Party discovers shall provide the liabilityClaim Notice as soon as practicable after such party becomes aware of any fact, obligation condition or facts giving event which may give rise to such claim Damages for indemnification; provided that the failure which indemnification may be sought hereunder. If any Action is filed against any Indemnified Party, written notice thereof shall be given to notify or delay in notifying an Indemnifying Party will not relieve the Indemnifying Party as promptly as practicable (and in any event within 15 calendar days after the service of its obligations pursuant the citation or summons). The failure of any Indemnified Party to Section 5.2 or 5.3, as applicablegive timely notice hereunder shall not affect rights to indemnification hereunder, except to the extent that such failure actually hxxxx the Indemnifying Party, but in no event shall the Indemnifying Party be liable for expenses incurred prior to its receipt of notice (it being understood that any claim for indemnity pursuant to Section 5.2(i) or 5.3(i) must be made has been damaged by an Indemnification Claim Notice with respect thereto given within the applicable survival period, prior to the Termination Date specified in Section 5.1. Each Indemnification Claim Notice shall describe in reasonable detail the claim, the liability, obligation or facts giving rise to such indemnification claim, and the nature and amount of such Indemnifiable Loss (to the extent that the nature and amount of such Indemnifiable Loss is known at such time). All indemnification claims in respect of the Purchaser Indemnified Persons under this Section 5.5 shall be made by the Purchaser, and all indemnification claims in respect of the Seller Indemnified Persons under this Section 5.5 shall be made by the Sellerfailure.

Notice of Claim. Any Person making In the event that Buyer seeks indemnification on behalf of a claim for Buyer Indemnified Person, or Seller seeks indemnification pursuant to this Agreement on behalf of a Seller Indemnified Person, such Party seeking indemnification (an the “Indemnified Party”) shall give reasonably prompt written notice (the party from whom indemnification is sought “Indemnity Claim Notice”) to the indemnifying Party (an the “Indemnifying Party”) specifying the facts constituting the basis for such claim and the amount, to the extent known, of the claim asserted; provided, however, that the right of a person to be indemnified hereunder shall not be adversely affected by a failure to give such notice unless, and then only to the extent that, an Indemnifying Party is actually damaged thereby. Subject to the terms hereof, the Indemnifying Party may deliver written notice of to the Indemnified Party disputing such claim (an “Indemnification Claim Notice”) within fifteen (15) business days after (i) in whole or in part. In cases where the case of Third Indemnifying Party Claims (as defined below)disputes a claim hereunder, the Indemnified Party receives any written notice of any action, lawsuit, proceeding, investigation or other claim against or involving the Indemnified Party by a Governmental Authority or other Third Party or otherwise discovers the liability, obligation or facts giving rise to such claim for indemnification or (ii) in the case of all other claims, the Indemnified Party discovers the liability, obligation or facts giving rise to such claim for indemnification; provided that the failure to notify or delay in notifying an Indemnifying Party will not relieve shall promptly consult with the Indemnifying Party in an effort to resolve the dispute. For the avoidance of its obligations pursuant to Section 5.2 or 5.3doubt, as applicable, except to the extent that such failure actually hxxxx if Seller is the Indemnifying Party, but Buyer may, as the Indemnified Party, withhold any amounts it reasonably believes in no event good faith constitute Indemnified Losses which are recoverable hereunder by a Buyer Indemnified Person from any Deferred Total Payment pending the resolution of any such dispute. For all Tax purposes, all indemnification payments under this Section 7 shall be treated by the Indemnifying Party be liable for expenses incurred prior to its receipt of notice (it being understood that any claim for indemnity pursuant to Section 5.2(i) or 5.3(i) must be made by an Indemnification Claim Notice with respect thereto given within the applicable survival period, prior Parties as adjustments to the Termination Date specified in Section 5.1. Each Indemnification Claim Notice shall describe in reasonable detail the claim, the liability, obligation or facts giving rise to such indemnification claim, and the nature and amount of such Indemnifiable Loss (Purchase Price to the extent that the nature and amount of such Indemnifiable Loss is known at such time). All indemnification claims in respect of the Purchaser Indemnified Persons under this Section 5.5 shall be made permitted by the Purchaser, and all indemnification claims in respect of the Seller Indemnified Persons under this Section 5.5 shall be made by the Seller.applicable Law

Notice of Claim. Any Person making a claim for indemnification pursuant Subject to the following provisions of this Agreement Section 6.6, the party which is entitled to be indemnified hereunder (an the “Indemnified Party”) shall give written notice hereunder to the party from whom indemnification is sought required to indemnify (an the “Indemnifying Party”) promptly, but, in the case of a claim or loss arising out of a third-party claim against such party, in no event later than sixty (60) days following such Indemnified Party’s receipt of written notice of any claim as to which recovery may be sought against the Indemnifying Party because of the indemnity in Sections 3.9, 6.4 or 6.5 above, as applicable, which notice shall specify (to the extent known) in reasonable detail the amount of such claim and the relevant facts and circumstances relating thereto. Notwithstanding the foregoing, the right to indemnification hereunder shall not be affected by any failure of an Indemnified Party to give such notice, or delay by an Indemnified Party in giving such notice, unless, and then only to the extent that, the rights and remedies of the Indemnifying Party shall have been prejudiced as a result of the failure to give, or delay in giving, such notice. If the Indemnifying Party wishes to assume the defense of any claim or litigation by a third party, it shall promptly, but in no event later than fifteen (15) days following receipt of the written notice from the Indemnified Party of such claim or litigation, notify the Indemnified Party of its election. Failure by an Indemnifying Party to notify an Indemnified Party of its election to defend any such claim or action by a third party within fifteen (15) days after receipt of the Indemnified Party’s written notice of such claim (an “Indemnification Claim Notice”) within fifteen (15) business days after (i) in the case of Third Party Claims (as defined below), the Indemnified Party receives any written notice of any action, lawsuit, proceeding, investigation or other claim against or involving the Indemnified Party shall be deemed a waiver by a Governmental Authority or other Third Party or otherwise discovers the liability, obligation or facts giving rise to such claim for indemnification or (ii) in the case of all other claims, the Indemnified Party discovers the liability, obligation or facts giving rise to such claim for indemnification; provided that the failure to notify or delay in notifying an Indemnifying Party will not relieve the Indemnifying Party of its obligations pursuant right to Section 5.2 defend such claim or 5.3action. If the Indemnifying Party assumes the defense of any claim or litigation by a third party, as applicablethe Indemnified Party shall cooperate in the defense thereof, except to the extent that such failure actually hxxxx reasonably requested by the Indemnifying Party. Notwithstanding the foregoing, but if a claim involves or could have material adverse implications for the Business as conducted following the Closing, and Buyer is the Indemnified Party in no event shall such case, Buyer may assume the defense of the claim for the account of the Indemnifying Party be liable for expenses incurred prior subject to its receipt of notice (it being understood that any claim for indemnity pursuant to Section 5.2(i) or 5.3(i) must be made by an Indemnification Claim Notice with respect thereto given within the applicable survival period, prior to the Termination Date specified procedures in Section 5.1. Each Indemnification Claim Notice shall describe in reasonable detail the claim, the liability, obligation or facts giving rise to such indemnification claim, and the nature and amount of such Indemnifiable Loss (to the extent that the nature and amount of such Indemnifiable Loss is known at such time). All indemnification claims in respect of the Purchaser Indemnified Persons under this Section 5.5 shall be made by the Purchaser, and all indemnification claims in respect of the Seller Indemnified Persons under this Section 5.5 shall be made by the SellerC below.

Notice of Claim. Any Person making Promptly after receipt by a claim for indemnification pursuant to this Agreement Buyer Indemnified Party or a Seller Indemnified Party, as the case may be (an “Indemnified Party”) shall give ), of notice of a Loss or the party from whom indemnification commencement of any Action with respect to which it believes it is sought entitled to be indemnified under Section 10.2 or Section 10.3, the Indemnified Party shall, if a claim in respect thereto is to be made against Seller, on the one hand, or Buyer, on the other hand (an in either case, the “Indemnifying Party”) written notice under this Article 10, notify the Indemnifying Party in writing of such claim (an “Indemnification Claim Notice”) within fifteen (15) business days after (i) in the case of Third Party Claims (as defined below)commencement thereof, the Indemnified Party receives provided, that any written notice of any action, lawsuit, proceeding, investigation or other claim against or involving the Indemnified Party by a Governmental Authority or other Third Party or otherwise discovers the liability, obligation or facts giving rise to such claim for indemnification or (ii) in the case of all other claims, the Indemnified Party discovers the liability, obligation or facts giving rise to such claim for indemnification; provided that the failure to notify or delay in notifying an Indemnifying Party will providing such notice shall not relieve the Indemnifying Party of its obligations pursuant to Section 5.2 or 5.3, as applicableindemnification obligations, except to the extent that it is actually and materially prejudiced by such failure actually hxxxx the Indemnifying Party, but in no event shall the Indemnifying Party be liable for expenses incurred prior to its receipt of delay. Any such claim notice (it being understood that any claim for indemnity pursuant to Section 5.2(i) or 5.3(i) must be made by an Indemnification Claim Notice with respect thereto given within the applicable survival period, prior to the Termination Date specified in Section 5.1. Each Indemnification Claim Notice shall describe in reasonable detail detail, to the extent known by the Indemnified Party, the nature of the applicable claim, shall include copies of all material written evidence thereof received by the liabilityIndemnified Party and shall, obligation to the extent reasonably calculable, indicate the estimated amount of the Loss that has been or facts giving may be sustained by the Indemnified Party. With respect to any claims by an Indemnified Party on account of a Loss which does not result from a Third-Party Claims (a “Direct Claim”), the Indemnified Party shall allow the Indemnifying Party and its advisors to investigate the matter or circumstance alleged to give rise to such indemnification claimthe Direct Claim, and whether and to what extent any amount is payable in respect thereof, and the nature Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and amount assistance as the Indemnifying Party or any of such Indemnifiable Loss (to the extent that the nature and amount of such Indemnifiable Loss is known at such time). All indemnification claims in respect of the Purchaser Indemnified Persons under this Section 5.5 shall be made by the Purchaser, and all indemnification claims in respect of the Seller Indemnified Persons under this Section 5.5 shall be made by the Sellerits advisors may reasonably request.

Notice of Claim. Any Person Buyer Indemnified Party or Seller Indemnified Party making a claim for indemnification pursuant to this Agreement Article 9 (each, an “Indemnified Party”) shall must give the party from Party against whom indemnification is sought (each, an “Indemnifying Party”) written notice of such claim (an “Indemnification Claim Notice”) within fifteen (15) business days promptly after (i) in the case of Third Party Claims (as defined below), the Indemnified Party receives any written notice of any action, lawsuit, proceeding, investigation or other claim Legal Proceeding against or involving the Indemnified Party by a Governmental Authority or other Third Party or otherwise discovers the liability, obligation or facts giving rise to such claim for indemnification or (ii) in the case of all other claims, the Indemnified Party discovers the liability, obligation or facts an Indemnifiable Loss giving rise to such claim for indemnification; provided that . Such written notice must contain a description of the failure to notify or delay in notifying an Indemnifying Party will not relieve the Indemnifying Party of its obligations pursuant to Section 5.2 or 5.3, as applicable, except to the extent that such failure actually hxxxx the Indemnifying Party, but in no event shall the Indemnifying Party be liable for expenses incurred prior to its receipt of notice (it being understood that any claim for indemnity pursuant to Section 5.2(i) or 5.3(i) must be made by an Indemnification Claim Notice with respect thereto given within the applicable survival period, prior to the Termination Date specified in Section 5.1. Each Indemnification Claim Notice shall describe in reasonable detail the claim, the liability, obligation or facts giving rise to such indemnification claim, Indemnifiable Loss and the nature and amount of such Indemnifiable Loss (to the extent that the nature and amount of such Indemnifiable Loss is known at such time). All Notwithstanding anything herein or otherwise to the contrary, the failure of any Indemnified Party to provide an Indemnification Claim Notice to the Indemnifying Party in connection with any claim for any Indemnifiable Loss will not affect such Indemnified Party’s rights to indemnification claims in respect under this Article 9 except and to the extent that such failure is prejudicial to the rights or obligations of the Purchaser Indemnifying Party hereunder, including the mitigation of damages therefore. To the extent a claim for indemnification can be made pursuant to Section 9.2(a) and 9.2(c), such claim may only be made pursuant to Section 9.2(a), and to the extent a claim for indemnification can be made pursuant to Section 9.3(a) and 9.3(c), such claim may only be made pursuant to Section 9.3(a). If the Indemnifying Party objects to indemnification of any Indemnified Persons under this Section 5.5 Party with respect to any claim for any such Indemnifiable Loss, the Indemnifying Party must, within fifteen (15) days of receiving an Indemnification Claim Notice deliver to each Indemnified Party, a written notice to such effect in reasonable detail (an “Indemnification Claim Dispute Notice”) and the Indemnified Party and Indemnifying Party then shall, within the thirty (30)-day period commencing on the date of receipt by the Indemnifying Party of such Indemnification Claim Dispute Notice, attempt in good faith to agree upon the rights of the respective Parties with respect to each claim to which the Indemnifying Party has objected in the Indemnification Claim Dispute Notice. If the Indemnified Party and the Indemnifying Party succeed in reaching agreement on their respective rights with respect to any such claims, then the Parties shall promptly prepare and execute a memorandum setting forth such agreement. If no such agreement is reached, each of the Indemnified Party and the Indemnifying Party shall be made by entitled to pursue their rights in accordance with the Purchaser, and all indemnification claims in respect terms of the Seller Indemnified Persons under this Section 5.5 shall be made by the SellerAgreement.

Notice of Claim. Any Person making If an Indemnified Party becomes aware of any act, omission or state of facts that may give rise to Damages in respect of which a claim for indemnification pursuant to this Agreement (an “Indemnified Party”) shall give the party from whom right of indemnification is sought (an “Indemnifying Party”) written notice of such claim (an “Indemnification Claim Notice”) within fifteen (15) business days after (i) in the case of Third Party Claims (as defined below)provided for under this Article 9, the Indemnified Party receives any shall promptly give written notice (“Notice”) thereof to the Indemnifying Party. Such notice shall specify whether the potential Damages arise as a result of any action, lawsuit, proceeding, investigation or other a claim by a Person against or involving the Indemnified Party by (a Governmental Authority or other “Third Party or otherwise discovers the liability, obligation or facts giving rise to such claim for indemnification or (ii) in the case of all other claims, the Indemnified Party discovers the liability, obligation or facts giving rise to such claim for indemnification; provided that the failure to notify or delay in notifying an Indemnifying Party will not relieve the Indemnifying Party of its obligations pursuant to Section 5.2 or 5.3, as applicable, except to the extent that such failure actually hxxxx the Indemnifying Party, but in no event shall the Indemnifying Party be liable for expenses incurred prior to its receipt of notice (it being understood that any claim for indemnity pursuant to Section 5.2(iClaim”) or 5.3(i) must be made by an Indemnification Claim Notice with respect thereto given within whether the applicable survival period, prior to the Termination Date specified in Section 5.1. Each Indemnification Claim Notice shall describe in reasonable detail the claim, the liability, obligation or facts giving rise to such indemnification claimpotential Damages do not so arise (a “Direct Claim”), and the nature and amount of such Indemnifiable Loss shall also specify with reasonable particularity (to the extent that the nature information is available): (1) the factual basis for the Direct Claim or Third Party Claim, as the case may be; and (2) the amount of such Indemnifiable Loss is known at such time)the potential Damages arising therefrom, if known. All In addition, the Indemnified Party shall provide to the Indemnifying Party all information and documentation reasonably necessary to support and verify any Damages which the Indemnified Party believes gives rise to a claim for indemnification claims hereunder (including any demand letters and statements of claim) and shall give the Indemnifying Party reasonable access to all premises, books, records and personnel in respect the possession or under the control of the Purchaser Indemnified Persons Party which would have bearing on such claim. If the Indemnifying Party does not receive Notice of a particular claim in time to effectively contest the determination of any liability susceptible of being contested or to assert a right to recover an amount under this Section 5.5 applicable insurance coverage, then the liability of the Indemnifying Party to the Indemnified Party shall be made reduced to the extent that Damages are incurred by the Purchaser, and all indemnification claims in respect of Indemnifying Party resulting from the Seller Indemnified Persons under this Section 5.5 shall be made by the SellerParty’s failure to give such notice on a timely basis.

Notice of Claim. Any Person making Promptly after receipt by an indemnified party --------------- under this Section 7 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim for indemnification pursuant in respect thereof is to be made against any indemnifying party under this Agreement (an “Indemnified Party”) shall give Section 7, deliver to the indemnifying party from whom indemnification is sought (an “Indemnifying Party”) a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the indemnifying parties; provided, however, that an indemnified -------- ------- party (together with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such claim indemnified party by the counsel retained by the indemnifying party would be inappropriate (an “Indemnification Claim Notice”) within fifteen (15) business days after (i) in the case opinion of Third Party Claims (as defined below), counsel to the Indemnified Party receives indemnifying party) due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, lawsuitif prejudicial to its ability to defend such action, proceedingshall relieve such indemnifying party of any liability to the indemnified party under this Section 7, investigation or other claim against or involving but the Indemnified Party by a Governmental Authority or other Third Party or otherwise discovers omission so to deliver written notice to the liability, obligation or facts giving rise to such claim for indemnification or (ii) in the case of all other claims, the Indemnified Party discovers the liability, obligation or facts giving rise to such claim for indemnification; provided that the failure to notify or delay in notifying an Indemnifying Party indemnifying party will not relieve the Indemnifying Party it of its obligations pursuant any liability that it may have to Section 5.2 or 5.3, as applicable, except to the extent that such failure actually hxxxx the Indemnifying Party, but in no event shall the Indemnifying Party be liable for expenses incurred prior to its receipt of notice (it being understood that any claim for indemnity pursuant to Section 5.2(i) or 5.3(i) must be made by an Indemnification Claim Notice with respect thereto given within the applicable survival period, prior to the Termination Date specified in Section 5.1. Each Indemnification Claim Notice shall describe in reasonable detail the claim, the liability, obligation or facts giving rise to such indemnification claim, and the nature and amount of such Indemnifiable Loss (to the extent that the nature and amount of such Indemnifiable Loss is known at such time). All indemnification claims in respect of the Purchaser Indemnified Persons indemnified party otherwise than under this Section 5.5 shall be made by the Purchaser, and all indemnification claims in respect of the Seller Indemnified Persons under this Section 5.5 shall be made by the Seller7.

Notice of Claim. Any Person making Promptly, but in any event within 30 days after obtaining knowledge of any claim or demand which may give rise to, or could reasonably give rise to, a claim for indemnification pursuant hereunder (any such claim an "Indemnification Claim"), the party or parties entitled to this Agreement indemnification hereunder (an “the "Indemnified Party”") shall give written notice to the party from whom or parties subject to indemnification is sought obligations therefor (an “the "Indemnifying Party”") written notice of such claim (an “Indemnification Claim Notice”) within fifteen (15) business days after (i) in a "Notice of Claim"). A Notice of Claim shall be given with respect to all Indemnification Claims. However, the case failure to timely give a Notice of Third Claim to the Indemnifying Party Claims (as defined below), shall not relieve the Indemnifying Party from any liability that it may have to the Indemnified Party receives hereunder to the extent that the Indemnifying Party is not prejudiced by such failure. Subject to Section 7.1, no Indemnified Party shall be entitled to give a Notice of Claim with respect to any written notice representation and warranty after the first anniversary of any actionthe Closing Date. The Notice of Claim shall set forth the amount (or a reasonable estimate) of the loss, lawsuitdamage or expense suffered, proceedingor which may be suffered, investigation or other claim against or involving by the Indemnified Party by as a Governmental Authority or other Third Party or otherwise discovers result of such Indemnification Claim and a brief description of the liability, obligation or facts giving rise to such claim for indemnification or Indemnification Claim. The Indemnified Party shall furnish to the Indemnifying Party such information (iiin reasonable detail) in the case of all other claims, as the Indemnified Party discovers the liability, obligation or facts giving rise may have with respect to such claim for indemnification; provided that the failure to notify or delay in notifying an Indemnifying Party will not relieve the Indemnifying Party of its obligations pursuant to Section 5.2 or 5.3, as applicable, except to the extent that such failure actually hxxxx the Indemnifying Party, but in no event shall the Indemnifying Party be liable for expenses incurred prior to its receipt of notice (it being understood that any claim for indemnity pursuant to Section 5.2(i) or 5.3(i) must be made by an Indemnification Claim Notice with respect thereto given within the applicable survival period(including copies of any summons, prior to the Termination Date specified in Section 5.1. Each Indemnification Claim Notice shall describe in reasonable detail the complaint or other pleading which may have been served on it and any written claim, demand, invoice, billing or other document evidencing or asserting the liability, obligation or facts giving rise to such indemnification claim, and the nature and amount of such Indemnifiable Loss (to the extent that the nature and amount of such Indemnifiable Loss is known at such timesame). All indemnification claims in respect of the Purchaser Indemnified Persons under this Section 5.5 shall be made by the Purchaser, and all indemnification claims in respect of the Seller Indemnified Persons under this Section 5.5 shall be made by the Seller.

Notice of Claim. Any Person making Whenever the Buyer or the Seller learns of or discovers any matter which may give rise to a claim for indemnification pursuant to (the "Claim") against any other party under this Agreement Article V (an “the "Indemnity Obligor"), the Buyer or the Seller, as the indemnified party (the "Indemnified Party”) "), shall give notice to the Indemnity Obligor of the Claim. With respect to Claims which are the subject of actions, suits, or proceedings threatened or asserted in writing by any third party from whom indemnification is sought (an “Indemnifying Party”) written notice of such claim (an “Indemnification Claim Notice”) within fifteen (15) business days after (i) in the case of a " Third Party Claims (as defined belowClaim"), the Indemnified Party receives any written notice shall, within 15 days following receipt of such Third Party Claim, promptly notify the Indemnity Obligor in writing of any actionClaim for recovery, lawsuit, proceeding, investigation or other claim against or involving the Indemnified Party by a Governmental Authority or other Third Party or otherwise discovers the liability, obligation or facts giving rise to such claim for indemnification or (ii) in the case of all other claims, the Indemnified Party discovers the liability, obligation or facts giving rise to such claim for indemnification; provided that the failure to notify or delay in notifying an Indemnifying Party will not relieve the Indemnifying Party of its obligations pursuant to Section 5.2 or 5.3, as applicable, except to the extent that such failure actually hxxxx the Indemnifying Party, but in no event shall the Indemnifying Party be liable for expenses incurred prior to its receipt of notice (it being understood that any claim for indemnity pursuant to Section 5.2(i) or 5.3(i) must be made by an Indemnification Claim Notice with respect thereto given within the applicable survival period, prior to the Termination Date specified in Section 5.1. Each Indemnification Claim Notice shall describe specifying in reasonable detail the claim, nature of the liability, obligation or facts giving rise to such indemnification claim, Loss and the nature and amount of the liability estimated to arise therefrom. If the Indemnified Party does not so notify the Indemnity Obligor within 15 days of its discovery of a Third Party Claim, such Indemnifiable Loss (Claim shall be barred only to the extent that the nature Indemnity Obligor is prejudiced by such failure to notify. The Indemnified Party shall provide to the Indemnity Obligor as promptly as practicable thereafter all information and amount documentation reasonably requested by the Indemnity Obligor to verify the Claim asserted. D0 Defense. If the facts relating to a Loss arise out a Third Party Claim, or if there is any claim against a third party available by virtue of the circumstances of the Loss, the Indemnity Obligor may, by giving written notice to the Indemnified Party within 15 days following its receipt of the notice of such Indemnifiable claim, elect to assume the defense or the prosecution thereof, including the employment of counsel or accountants, reasonably satisfactory to the Indemnified Party, at its cost and expense; provided, however, that during the interim the Indemnified Party shall use its best efforts to take all action (not including settlement) reasonably necessary to protect against further damage or loss with respect to the Loss. The Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnity Obligor in any such action and to participate therein, but the fees and expenses of such counsel shall be at the Indemnified Party's own expense, unless (a) the employment thereof has been specifically authorized by the Indemnity Obligor, (b) such Indemnified Party has been advised by counsel reasonably satisfactory to the Indemnity Obligor that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnity Obligor and in the reasonable judgment of such counsel it is advisable for such Indemnified Party to employ separate counsel, or (c) the Indemnity Obligor has failed to assume the defense of such action and employ counsel reasonably satisfactory to the Indemnified Party. Whether or not the Indemnity Obligor chooses to defend or prosecute such claim, all the parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony and shall attend such conferences, discovery proceedings and trial as may be reasonably requested in connection therewith. The Indemnity Obligor shall not be liable for any settlement of any such claim effected without its prior written consent. In the event of payment by the Indemnity Obligor to the Indemnified Party in connection with any Loss is known at such time). All indemnification claims arising out of a Third Party Claim, the Indemnity Obligor shall be subrogated to and shall stand in the place of the Indemnified Party as to any events or circumstances in respect of which the Purchaser Indemnified Persons under this Section 5.5 Party may have any right or claim against such third party relating to such indemnified matter. The Indemnified Party shall be made by cooperate with the Purchaser, and all indemnification claims Indemnity Obligor in respect prosecuting any subrogated claim. The Indemnity Obligor will take no action in connection with any claim that would adversely affect the Indemnified Party without the consent of the Seller Indemnified Persons under this Section 5.5 shall be made by the SellerParty.

Notice of Claim. Any Person making Subject to the terms of this Agreement and upon a Party’s receipt of notice of the assertion of a claim for indemnification pursuant or of the commencement of any suit, action or proceeding made or brought by any Person who is not a Party to this Agreement or an Affiliate of either Party, the Party seeking indemnification under this ARTICLE 8 (an the “Indemnified PartyIndemnitee”) shall give will promptly notify the party from Party against whom indemnification is sought (an the “Indemnifying PartyIndemnitor”) in writing of any notice, suit, action or proceeding which the Indemnitee has determined has given or could give rise to a claim under Section 8.01 or Section 8.02, as the case may be. Such written notice is herein referred to as a “Notice of such claim (an “Indemnification Claim.” A Notice of Claim Notice”) within fifteen (15) business days after (i) will specify, in the case of Third Party Claims (as defined below)reasonable detail, the Indemnified Party receives any written notice amount of any action, lawsuit, proceeding, investigation or other claim against or involving the Indemnified Party by a Governmental Authority or other Third Party or otherwise discovers the liability, obligation or facts giving rise to such claim for indemnification or (ii) in the case of all other claims, the Indemnified Party discovers the liability, obligation or facts giving rise to such claim for indemnification; provided that , the nature and basis of such claim and all relevant facts and circumstances relating thereto, including copies of all notices and documents (including court papers) received by the Indemnitee relating thereto. The Indemnitee shall (i) provide the Indemnitor with full access to its books and records (and, if Seller is the Indemnitor, the Company’s books and records) during normal business hours for the purpose of allowing the Indemnitee a reasonable opportunity to verify any such claim for Losses and (ii) obtain the prior written consent of the Indemnitor before entering into any settlement of such claim. Subject to the terms of this Agreement, the failure to notify provide (or delay in notifying an Indemnifying Party timely provide) Notice of Claim will not relieve affect the Indemnifying Party of its obligations pursuant Indemnitee’s right to Section 5.2 or 5.3, as applicableindemnification hereunder, except to the extent that such failure actually hxxxx materially prejudices the Indemnifying Party, but in no event Indemnitor. The Indemnitee shall keep the Indemnifying Party be liable for expenses incurred prior Indemnitor informed on a current basis as to its receipt of notice (it being understood that any claim for indemnity pursuant to Section 5.2(i) changes or 5.3(i) must be made by an Indemnification Claim Notice developments with respect thereto given within the applicable survival period, prior to the Termination Date specified in Section 5.1. Each Indemnification Claim Notice shall describe in reasonable detail the each such claim, including providing copies of all notices and documents (including court papers) from time to time received by the liability, obligation or facts giving rise to such indemnification claim, and the nature and amount of such Indemnifiable Loss (Indemnitee relating to the extent that the nature and amount of such Indemnifiable Loss is known at such time). All indemnification claims in respect of the Purchaser Indemnified Persons under this Section 5.5 shall be made by the Purchaser, and all indemnification claims in respect of the Seller Indemnified Persons under this Section 5.5 shall be made by the SellerThird Party Claim.

Notice of Claim. Any Person making a claim All indemnification claims provided for indemnification pursuant in Section 13.6(a) and Section 13.6(b) will be made solely by such Party to this Agreement (an the “Indemnified Party”) shall give ). The Indemnified Party will promptly notify the party from whom indemnification is sought (an “Indemnifying Party”) written notice of such claim indemnifying Party (an “Indemnification Claim Notice”) within fifteen (15) business days after (i) in of any Losses or the case discovery of Third Party Claims (as defined below), any fact upon which the Indemnified Party receives any written notice of any action, lawsuit, proceeding, investigation or other claim against or involving the Indemnified Party by intends to base a Governmental Authority or other Third Party or otherwise discovers the liability, obligation or facts giving rise to such claim request for indemnification under Section 13.6(a) or (ii) in the case of all other claims, the Indemnified Party discovers the liability, obligation or facts giving rise to such claim for indemnification; provided that the failure to notify or delay in notifying an Indemnifying Party will not relieve the Indemnifying Party of its obligations pursuant to Section 5.2 or 5.3, as applicable, except to the extent that such failure actually hxxxx the Indemnifying Party13.6(b), but in no event shall will the Indemnifying indemnifying Party be liable for expenses incurred prior to its receipt of notice (it being understood any Losses that result from any claim for indemnity pursuant to Section 5.2(i) or 5.3(i) must be made by an Indemnification Claim Notice with respect thereto given within the applicable survival period, prior to the Termination Date specified delay in Section 5.1providing such notice. Each Indemnification Claim Notice shall describe in reasonable detail must contain a description of the claim, the liability, obligation or facts giving rise to such indemnification claim, claim and the nature and estimated amount of such Indemnifiable Loss (to the extent that the nature and amount of such Indemnifiable Loss is known at such time). All indemnification claims The Indemnified Party will furnish promptly to the indemnifying Party copies of all papers and official documents received in respect of any Losses and Third Party Claims. Notwithstanding the Purchaser foregoing, any delay or failure to provide any notices or copies pursuant to this Section 13.6(c) shall not constitute a waiver or release of, or otherwise limit, the Indemnified Persons Party’s rights to indemnification under this Section 5.5 shall be made by 13.6 except to the Purchaserextent that such delay or failure materially prejudices the indemnifying Party’s ability to defend against the relevant claims. 108 [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, and all indemnification claims in respect of the Seller Indemnified Persons under this Section 5.5 shall be made by the Seller.AS AMENDED

Notice of Claim. Any Person making a claim for indemnification pursuant The party that may be entitled to this Agreement indemnity hereunder (an the “Indemnified Party”) shall give prompt notice to the party from whom indemnification is sought obligated to give indemnity hereunder (an the “Indemnifying Party”) written notice of such claim (an “Indemnification Claim Notice”) within fifteen (15) business days after (i) the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder. Any failure on the case part of Third Party Claims (as defined below), the any Indemnified Party receives any written to give the notice of any action, lawsuit, proceeding, investigation or other claim against or involving the Indemnified Party by a Governmental Authority or other Third Party or otherwise discovers the liability, obligation or facts giving rise to such claim for indemnification or (ii) described in the case of all other claims, the Indemnified Party discovers the liability, obligation or facts giving rise to such claim for indemnification; provided that the failure to notify or delay in notifying an Indemnifying Party will not this Section 8.5 shall relieve the Indemnifying Party of its obligations pursuant to Section 5.2 or 5.3, as applicable, except under this Article 8 only to the extent that such failure actually hxxxx Indemnifying Party has been prejudiced by the lack of timely and adequate notice (except that the Indemnifying Party shall not be liable for any expenses incurred by the Indemnified Party during the period in which the Indemnified Party failed to give such notice). Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, but promptly (and in no any event shall within ten (10) days thereof) after the Indemnifying Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party be liable for expenses incurred prior relating to its receipt of notice (it being understood that any claim for indemnity pursuant to Section 5.2(i) or 5.3(i) must be made by an Indemnification Claim Notice with respect thereto given within the applicable survival period, prior to the Termination Date specified in Section 5.1. Each Indemnification Claim Notice shall describe in reasonable detail the such claim, the liabilityaction, obligation suit or facts giving rise to such indemnification claim, and the nature and amount of such Indemnifiable Loss (to the extent that the nature and amount of such Indemnifiable Loss is known at such time). All indemnification claims in respect of the Purchaser Indemnified Persons under this Section 5.5 shall be made by the Purchaser, and all indemnification claims in respect of the Seller Indemnified Persons under this Section 5.5 shall be made by the Sellerproceeding.

Notice of Claim. Any Person making a claim for indemnification pursuant to this Agreement Section 9.2 or 9.3 above (an “Indemnified Party”) shall must give the party from whom indemnification is sought (an “Indemnifying Party”) ), written notice of such claim (an “Indemnification Claim Notice”) within fifteen (15and, if the Buyer, with a copy to the Escrow Agent and the Sellers’ Representative stating the aggregate amount of Damages claimed to have been incurred by the Buyer) business days promptly after (i) in the case of Third Party Claims (as defined below), the Indemnified Party receives any written notice of any action, lawsuit, proceeding, investigation or other claim (a “Proceeding”) against or involving the Indemnified Party by a Governmental Authority or other third Person (a “Third Party Claim”) or otherwise discovers the liability, obligation or facts giving rise to such claim for indemnification or (ii) in the case of all other claims, the Indemnified Party discovers the liability, obligation or facts giving rise to such claim for indemnification; provided that the failure to notify or delay in notifying an Indemnifying Party will not relieve the Indemnifying Party of its obligations pursuant to Section 5.2 or 5.3, as applicable, except to the extent that such failure actually hxxxx the Indemnifying Party, but in no event shall the Indemnifying Party be liable for expenses incurred prior to its receipt of notice (it being understood that any claim for indemnity pursuant to Section 5.2(i) 9.2 or 5.3(i) 9.3 above must be made by an Indemnification Claim Notice with respect thereto written notice given within the applicable survival period, prior to the Termination Date period specified in Section 5.19.1 above). Each Indemnification Claim Notice shall describe in reasonable detail Such notice must contain a description of the claim, the liability, obligation or facts giving rise to such indemnification claim, claim and the nature and amount of such Indemnifiable Loss Damages (to the extent that the nature and amount of such Indemnifiable Loss is Damages are known at such time). All indemnification claims in respect of the Purchaser Indemnified Persons under this Section 5.5 Such notice shall be made accompanied by copies of all relevant documentation with respect to such Third Party Claim, including any summons, complaint or other pleading which may have been served, any written demand or any other document or instrument. Failure to give or delay in giving notice shall not excuse the Purchaser, and all Indemnifying Party from liability for indemnification claims except to any extent to which the Indemnifying Party is actually prejudiced by such failure or delay or if the Indemnification Claim Notice is delivered after the time specified in respect of the Seller Indemnified Persons under this Section 5.5 shall be made by the Seller9.1.

Notice of Claim. Any If any third party notifies a Buyer Indemnified Person making a claim for indemnification pursuant to this Agreement or Seller Indemnified Person (an the “Indemnified Party”) shall with respect to any matter which may give rise to a claim for indemnification under this Article 8 (a “Third-Party Claim”) by Sellers or the party from whom indemnification is sought Buyer, as applicable (an the “Indemnifying Party”), then the Indemnified Party must notify the Indemnifying Party (or the Sellers’ Representative in the case of any Seller) in writing of the existence of such Third-Party Claim by the first to occur of (i) thirty (30) days from the receipt of written notice of such claim Third-Party Claim, or (an ii) if the Indemnifying Party was served with a complaint with respect to the Third-Party Claim, then five (5) days prior to the answer with respect to such complaint is due (the “Indemnification Claim NoticeNotice Period”) within fifteen (15) business days after and, to the extent available at such time, describe with reasonable particularity the circumstances supporting the Indemnified Party’s belief that it is entitled to indemnification under this Article 8 in such writing; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party will relieve the Indemnifying Party from any obligation under this Article 63 96760364_21 8, except (i) to the extent such delay actually and materially prejudices the Indemnifying Party in the case of Third Party Claims (as defined below)defense thereof, the Indemnified Party receives any written notice of any action, lawsuit, proceeding, investigation or other claim against or involving the Indemnified Party by a Governmental Authority or other Third Party or otherwise discovers the liability, obligation or facts giving rise to such claim for indemnification or (ii) in the case event that the claim for indemnification is in respect of all other claimsbreaches, or inaccuracies in, the Fundamental Representations and the Indemnified Party discovers fails to provide notice as required by this Section 8.3.1 within the liabilityNotice Period, obligation or facts giving rise to such claim for indemnification; provided that the failure to notify or delay in notifying an Indemnifying Party will not relieve the Indemnifying Party of its obligations pursuant shall only be obligated to Section 5.2 or 5.3, as applicable, except to indemnify the extent that such failure actually hxxxx the Indemnifying Party, but Indemnified Party for Losses in no event shall the Indemnifying Party be liable for expenses incurred prior to its receipt of notice (it being understood that any claim for indemnity pursuant to Section 5.2(i) or 5.3(i) must be made by an Indemnification Claim Notice with respect thereto given within the applicable survival period, prior to the Termination Date specified in Section 5.1. Each Indemnification Claim Notice shall describe in reasonable detail the claim, the liability, obligation or facts giving rise to such indemnification claim, and the nature and amount of such Indemnifiable Loss (to the extent that the nature and amount of such Indemnifiable Loss is known at such time). All indemnification claims in respect excess of the Purchaser Indemnified Persons under this Section 5.5 shall be made by the Purchaser, and all indemnification claims in respect of the Seller Indemnified Persons under this Section 5.5 shall be made by the SellerDeductible.