Common use of Notice of Claims Clause in Contracts

Notice of Claims. At the time when any Contributor Indemnified Party or Company Indemnified Party, as applicable, (as applicable, an “Indemnified Party”) learns of any potential claim (a “Claim”) under this Article V that is asserted against the Indemnified Party that is subject to indemnification by the Company or the Operating Partnership or by the Contributor from the Indemnity Holdback Amount, as applicable, under this Article V (as applicable, the “Indemnifying Party”), such Indemnified Party will promptly give written notice (a “Claim Notice”) to the Indemnifying Party (or in the case of the Company Indemnified Parties, to the Equity Holders’ Representative); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the Indemnifying Party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by Law, the Indemnified Party shall deliver to the Indemnifying Party (or in the case of the Company Indemnified Parties, to the Equity Holders’ Representative), promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to a Third Party Claim (defined below), and failure to do so shall prevent recovery under this Agreement to the extent that the Indemnifying Party shall have been materially prejudiced by such failure.

Notice of Claims. At the time when any Contributor Indemnified Party or Company Indemnified Party, as applicable, (as applicable, an “Indemnified Party”) learns of any potential claim (a “Claim”) under this Article V that is asserted against the Indemnified Party that is subject to indemnification by the Company or the Operating Partnership or by in respect of the Contributor from the Indemnity Holdback Amount, as applicable, under this Article V (as applicable, the “Indemnifying Party”), such Indemnified Party will promptly give written notice (a “Claim Notice”) to the Indemnifying Party (or in the case of the Company Indemnified Parties, to the Equity Holders’ Stockholder’s Representative); provided that failure to do so shall not prevent recovery under this Contribution Agreement, except to the extent that the Indemnifying Party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by Law, the Indemnified Party shall deliver to the Indemnifying Party (or in the case of the Company Indemnified Parties, to the Equity Holders’ Stockholder’s Representative), promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to a Third Party Claim (defined below), and failure to do so shall prevent recovery under this Contribution Agreement to the extent that the Indemnifying Party shall have been materially prejudiced by such failure.

Notice of Claims. At If, at or following the time when any Contributor Indemnified Party or Company Indemnified Party, as applicable, (as applicableEffective Time, an “Indemnified Party”Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) learns who is not a member of the Parent Group or the SpinCo Group of any potential claim or of the commencement by any such Person of any Action (collectively, a “Third-Party Claim”) under this Article V that is asserted against the Indemnified Party that is subject with respect to indemnification by the Company or the Operating Partnership or by the Contributor from the Indemnity Holdback Amount, as applicable, under this Article V (as applicable, the “Indemnifying Party”), such Indemnified Party will promptly give written notice (a “Claim Notice”) to the which an Indemnifying Party (may be obligated to provide indemnification to such Indemnitee pursuant to Section 4.2 or in the case Section 4.3, or any other Section of the Company Indemnified Parties, to the Equity Holders’ Representative); provided that failure to do so shall not prevent recovery under this Agreement, except any Ancillary Agreement or any Local Transfer Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof as soon as practicable, but in any event within the earlier of (x) fourteen (14) days after becoming aware of such Third-Party Claim or (y) seven (7) days before a response is required to such Third-Party Claim by applicable Law or order from a Governmental Authority, mediator or arbitrator (or, if the extent Indemnitee becomes aware of such Third-Party Claim less than seven (7) days before a response is required, the next business day following the day that the Indemnifying Indemnitee becomes aware of such Third-Party shall have been materially prejudiced by Claim). Any such failure. Each Claim Notice notice shall describe the Third-Party Claim in reasonable detail detail, including the facts known to the Indemnified Party and circumstances giving rise to such Claimclaim for indemnification, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by Law, the Indemnified Party shall deliver to the Indemnifying Party (or in the case of the Company Indemnified Parties, to the Equity Holders’ Representative), promptly after the Indemnified Party’s receipt thereof, include copies of all notices and documents (including court papers) received by the Indemnified Party Indemnitee relating to a Third the Third-Party Claim (defined below)Claim. Notwithstanding the foregoing, and the failure of an Indemnitee to do so provide notice in accordance with this Section 4.5(a) shall prevent recovery not relieve an Indemnifying Party of its indemnification obligations under this Agreement Agreement, except to the extent that to which the Indemnifying Party shall have been materially is actually prejudiced by such failurethe Indemnitee’s failure to provide notice in accordance with this Section 4.5(a).

Notice of Claims. At the time when any Contributor Indemnified Party or Company Indemnified Party, as applicable, (as applicable, an “Indemnified Party”) learns Any party seeking indemnification of any Indemnifiable Loss or potential claim (Indemnifiable Loss arising from an Indemnifiable Claim, whether asserted by a “Claim”) under this Article V that is asserted against the Indemnified Party that is subject to indemnification by the Company party or the Operating Partnership or by the Contributor from the Indemnity Holdback Amounta third party, as applicable, under this Article V (as applicable, the “Indemnifying Party”), such Indemnified Party will promptly shall give written notice (a “Claim Notice”) thereof to the party from whom indemnification is sought setting forth in reasonable detail the nature and reasonably estimated amount of, and basis for, such claim to the extent then known. Written notice to the Indemnifying Party (or in the case of the Company existence of a third party claim shall be given by the Indemnified PartiesParty promptly after its receipt of an assertion of liability from the third party, to the Equity Holders’ Representative)and in any event within twenty days of such assertion; provided provided, however, that failure to do so give such notice shall not prevent recovery under this Agreement, relieve the Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying Party it shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim, and the amount or good faith estimate Within 20 days of the amount of Losses arising therefrom. Unless prohibited by Law, the Indemnified Party shall deliver to the Indemnifying Party (or in the case of the Company Indemnified Parties, to the Equity Holders’ Representative), promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received notice by the Indemnified Party relating to a Third Party Claim (defined below)of any Indemnifiable Loss or potential Indemnifiable Loss arising from an Indemnifiable Claim, and failure to do so shall prevent recovery under this Agreement to the extent that the Indemnifying Party shall have been materially prejudiced notify the Indemnified Party whether or not it acknowledges its obligation to indemnify the Indemnified Party for the Indemnifiable Loss or potential Indemnifiable Loss with respect to such Indemnifiable Claim. The failure of the Indemnifying Party to respond in accordance with the preceding sentence shall be deemed a refusal by such failurethe Indemnifying Party to indemnify the Indemnified Party.

Notice of Claims. At the time when any Contributor Any Buyer Indemnified Party or Company Seller Indemnified Party, as applicable, Party seeking indemnification hereunder (as applicable, an the “Indemnified Party”) learns of any potential claim (a “Claim”) shall give promptly to the Party obligated to provide indemnification to such Indemnified Party under this Article V that is asserted against the Indemnified Party that is subject to indemnification by the Company or the Operating Partnership or by the Contributor from the Indemnity Holdback Amount, as applicable, under this Article V ARTICLE 11 (as applicable, Indemnification; Remedies) (the “Indemnifying Party”), such Indemnified Party will promptly give written ) a notice (a “Claim Notice”) to the Indemnifying Party (or in the case of the Company Indemnified Parties, to the Equity Holders’ Representative); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the Indemnifying Party shall have been materially prejudiced by such failure. Each Claim Notice shall describe describing in reasonable detail the facts known to the Indemnified Party giving rise to CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. the claim for indemnification hereunder and shall include in such Claim, and Claim Notice (if then known) the amount or good faith estimate the method of computation of the amount of Losses arising therefrom. Unless prohibited by Lawsuch claim, and a reference to the Indemnified provision of this Agreement upon which such claim is based; provided, that a Claim Notice in respect of any Third Party Claim shall deliver be given promptly after the action or suit is commenced; provided further, that any delay in complying with prompt notice requirements of this Section 11.5 (Notice of Claims) will only limit the Indemnifying Party’s obligation to the extent of the prejudice caused to the Indemnifying Party (or in the case of the Company Indemnified Parties, to the Equity Holders’ Representative), promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to a Third Party Claim (defined below), and failure to do so shall prevent recovery under this Agreement to the extent that the Indemnifying Party shall have been materially prejudiced by such failuredelay.

Notice of Claims. At the time when any Contributor Indemnified Party or Company If either a Buyer Indemnified Party, on the one hand, or a Seller Indemnified Party, on the other hand (such Buyer Indemnified Party on the one hand and such Seller Indemnified Party on the other hand being hereinafter referred to as applicable, (as applicable, an “Indemnified Party”) learns of ), has suffered or incurred any potential claim (a “Claim”) Losses for which indemnification may be sought under this Article V that is asserted against 6, the Indemnified Party that shall so notify the other party from whom indemnification is subject to indemnification by the Company or the Operating Partnership or by the Contributor from the Indemnity Holdback Amount, as applicable, sought under this Article V 6 (as applicable, the “Indemnifying Party”)) promptly in writing describing such Loss, the amount or estimated amount thereof, if known or reasonably capable of estimation, and the method of computation of such Loss, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such Loss shall have occurred. If any claim, action, suit or proceeding is asserted or instituted by or against a Third Party with respect to which an Indemnified Party intends to claim any Loss under this Article 6, such Indemnified Party will shall promptly give written notice (a “Claim Notice”) notify the Indemnifying Party of such claim, action, suit or proceeding and tender to the Indemnifying Party (the defense of such claim, action, suit or proceeding. A failure by an Indemnified Party to give notice and to tender the defense of such claim, action, suit or proceeding in a timely manner pursuant to this Section 6.2 shall not limit the case obligation of the Company Indemnified Parties, to the Equity Holders’ Representative); provided that failure to do so shall not prevent recovery Indemnifying Party under this AgreementArticle 6, except to the extent that the such Indemnifying Party shall have been materially is actually prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by Law, the Indemnified Party shall deliver to the Indemnifying Party (or in the case of the Company Indemnified Parties, to the Equity Holders’ Representative), promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to a Third Party Claim (defined below), and failure to do so shall prevent recovery under this Agreement to the extent that the Indemnifying Party shall have been materially prejudiced by such failurethereby.

Notice of Claims. At the time when any Contributor Stockholder Indemnified Party or Company Indemnified Party, as applicable, (as applicable, an “Indemnified Party”) learns of any potential claim (a “Claim”) under this Article V that is asserted against the Indemnified Party that is subject to indemnification by the Company or in respect of the Operating Partnership or by the Contributor Stockholders from the Indemnity Holdback Amount, as applicable, under this Article V (as applicable, the “Indemnifying Party”), such Indemnified Party will promptly give written notice (a “Claim Notice”) to the Indemnifying Party (or in the case of the Company Indemnified Parties, to the Equity HoldersStockholders’ Representative); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the Indemnifying Party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by Law, the Indemnified Party shall deliver to the Indemnifying Party (or in the case of the Company Indemnified Parties, to the Equity HoldersStockholders’ Representative), promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to a Third Party Claim (defined below)Claim, and failure to do so shall prevent recovery under this Agreement to the extent that the Indemnifying Party shall have been materially prejudiced by such failure.

Notice of Claims. At (a) If any of the time when any Contributor Indemnified Party or Company Indemnified Party, as applicable, Persons to be indemnified under this Article 9 (as applicable, an the “Indemnified Party”) learns of has suffered or incurred any potential claim Loss (other than one resulting from a “Third Party Claim”) under this Article V that is asserted against ), the Indemnified Party that shall so notify in writing the party from whom indemnification is subject to indemnification by the Company or the Operating Partnership or by the Contributor from the Indemnity Holdback Amount, as applicable, under this Article V sought (as applicable, the “Indemnifying Party”)) promptly after obtaining knowledge of such claim, describing such Indemnified Party will promptly Loss, the amount or estimated amount thereof, if known or reasonably capable of estimation, and the method of computation of such Loss, all with reasonable specificity and containing a reference to the provisions of this Agreement, any Implementing Agreement or any Transition Agreement in respect of which such Loss shall have occurred. A failure to give written notice (in a “Claim Notice”timely manner pursuant to this Section 9.3(a) to shall not limit the obligation of the Indemnifying Party (or in the case of the Company Indemnified Parties, to the Equity Holders’ Representative); provided that failure to do so shall not prevent recovery under this Agreement, Article 9: (i) except to the extent such Indemnifying Party is prejudiced thereby and (ii) except to the extent expenses are incurred during the period in which notice was not provided. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim of indemnity (including reasonable access to and copies of records and information that are reasonably relevant to such matters and the making available of employees on a mutually convenient basis for providing additional information and explanation of any material relating to such matters). If the Indemnifying Party does not notify the Indemnified Party within sixty (60) calendar days following its receipt of a notice delivered pursuant to this Section 9.3 that the Indemnifying Party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known disputes its liability to the Indemnified Party giving rise to under this Article 9, such Claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by Law, the Indemnified Party shall deliver to the Indemnifying Party (or in the case of the Company Indemnified Parties, to the Equity Holders’ Representative), promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received claim specified by the Indemnified Party relating in such notice shall be conclusively determined to be a Third Party Claim (defined below), and failure to do so shall prevent recovery under this Agreement to the extent that liability of the Indemnifying Party shall have been materially prejudiced by such failureParty.

Notice of Claims. At Any Purchaser Indemnitee or Seller Indemnitee claiming that it has suffered or incurred any Loss for which it may be entitled to indemnification under this Article VIII (the time when any Contributor Indemnified Party or Company Indemnified Party, as applicable, (as applicable, an “Indemnified Party”) learns shall give prompt written notice to the Party from whom indemnification is sought (the “Indemnifying Party”) of any potential the matter, action, cause of action, claim, demand, fact or other circumstances upon which a claim for indemnification under this Article VIII (each, a “Claim”) under this Article V that is asserted against the Indemnified Party that is subject may be based. Such notice shall contain, with respect to indemnification by the Company or the Operating Partnership or by the Contributor from the Indemnity Holdback Amount, as applicable, under this Article V (as applicable, the “Indemnifying Party”)each Claim, such Indemnified Party will promptly give written notice (a “Claim Notice”) to the Indemnifying Party (or in the case of the Company Indemnified Parties, to the Equity Holders’ Representative); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the Indemnifying Party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise and information as are then reasonably available with respect to such Claim, and including a description of the Losses suffered or incurred by the Indemnified Party, the amount or good faith estimate of the estimated amount of such Losses arising therefrom(if known or reasonably capable of estimation) and the method of computation of such Losses, and a reference to the provisions of this Agreement in respect of which such Loss shall have occurred. Unless prohibited If any Claim is based on any Legal Proceeding instituted by Lawa third party with respect to which the Indemnified Party intends to claim any Loss under this Article VIII (a “Third Party Claim”), the Indemnified Party shall deliver promptly notify (the “Third Party Claim Notice”), in writing, the Indemnifying Party of such Third Party Claim and offer to tender to the Indemnifying Party (or in the case defense of the Company Indemnified Parties, to the Equity Holders’ Representative), promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received such Third Party Claim. A failure by the Indemnified Party relating to a give written notice of and to offer to tender the defense of any Third Party Claim (defined below), and failure in a timely manner pursuant to do so this Section 8.03 shall prevent recovery not limit the obligation of the Indemnifying Party under this Agreement Article VIII, except (a) to the extent that the such Indemnifying Party shall have been materially is actually prejudiced by such failurethereby or (b) as provided in Section 8.05.

Notice of Claims. At If, at or following the time when any Contributor Indemnified Party or Company Indemnified Party, as applicable, (as applicableEffective Time, an “Indemnified Party”Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) learns who is not a member of the Parent Group or the SpinCo Group of any potential claim or of the commencement by any such Person of any Action (collectively, a “Third-Party Claim”) with respect to which an Indemnitee may seek indemnification hereunder or under this Article V that is asserted against any Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof as soon as practicable, but in any event within fourteen (14) days (or sooner if the Indemnified nature of the Third-Party that is subject Claim so requires) after becoming aware of such Third-Party Claim. Any such notice shall describe the Third-Party Claim in reasonable detail, including the facts and circumstances giving rise to indemnification such claim for indemnification, and include copies of all notices and documents (including court papers) received by the Company or Indemnitee relating to the Operating Partnership or by Third-Party Claim. Notwithstanding the Contributor from the Indemnity Holdback Amount, as applicable, under this Article V (as applicableforegoing, the “Indemnifying Party”), such Indemnified Party will promptly give written failure of an Indemnitee to provide notice (a “Claim Notice”in accordance with this Section 4.5(a) to the shall not relieve an Indemnifying Party (or in the case of the Company Indemnified Parties, to the Equity Holders’ Representative); provided that failure to do so shall not prevent recovery its indemnification obligations under this Agreement, except to the extent that to which the Indemnifying Party shall have been materially is actually prejudiced by such failurethe Indemnitee’s failure to provide notice in accordance with this Section 4.5(a). Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by LawThereafter, the Indemnified Party Indemnitee shall deliver to the Indemnifying Party (or in the case of the Company Indemnified Parties, to the Equity Holders’ Representative)Party, promptly (and in any event within ten (10) Business Days) after the Indemnified PartyIndemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party Indemnitee relating to a Third the Third-Party Claim (defined below)Claim; provided, and however, that the failure to do so forward such notices and documents shall prevent recovery not relieve an Indemnifying Party of its indemnification obligations under this Agreement Agreement, except to the extent that to which the Indemnifying Party shall have been materially is actually prejudiced by such the Indemnitee’s failure.

Notice of Claims. At the time when any Contributor A Buyer Indemnified Party Person or Company Seller Indemnified Party, as applicable, Person claiming indemnification hereunder (as applicable, an a “Indemnified Claiming Party”) learns of any potential claim (a “Claim”) shall give to the Seller for claims under this Article V that is asserted against Section 10.1 or to the Indemnified Party that is subject to indemnification by the Company or the Operating Partnership or by the Contributor from the Indemnity Holdback Amount, as applicable, Buyer for claims under this Article V Section 10.2 (as applicable, the “Indemnifying Responding Party”), such Indemnified Party will promptly give ) prompt written notice (a such notice, the “Claim Notice”) of any good faith claim for indemnification (including as a result of a Third Party Claim, a “Claim”), but in any event (i) prior to the Indemnifying Party (or in the case expiration of the Company Indemnified Parties, applicable time period for such Claim as provided in Section 10.4(a) and (ii) if such Claim relates to the Equity Holders’ Representative); provided that failure to do so shall not prevent recovery under this Agreement, except to assertion against the extent that the Indemnifying Claiming Party shall have been materially prejudiced of any claim or dispute by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified a third party (a “Third Party giving rise to such Claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by Law, the Indemnified Party shall deliver to the Indemnifying Party (or in the case of the Company Indemnified Parties, to the Equity Holders’ Representative”), promptly after the Indemnified assertion in writing by or on behalf of such third party of such Third Party Claim. Notwithstanding the foregoing, no defect or delay in the information provided in the Claim Notice in accordance with the terms hereof (other than the failure to give notice prior to the expiration of the applicable time period for such Claim, as specified in Section 10.4(a)) shall affect a Claiming Party’s rights hereunder unless (and then only to the extent that) the Responding Party is materially prejudiced thereby. The Claim Notice shall describe the nature of the Claim, the amount of Damages sought thereunder if then known, provision or provisions of this Agreement on which the Claim is based, and the Claiming Party shall otherwise make reasonably available to the Responding Party any other relevant information which is material to the Claim and which is in the possession of the Claiming Party. Unless the Claim described in the Claim Notice is contested by the Responding Party by written notice to the Claiming Party of the amount of the Claim that is contested, given within ten (10) days of the receipt of the Claim Notice (the “Dispute Notice”), the Claiming Party may recover such undisputed amount of the Claim described in the Claim Notice, if any, from the Responding Party, subject to the terms and limitations of this Article X. In the event the Responding Party timely delivers a Dispute Notice, (A) the Claiming Party shall have ten (10) days to respond thereto in a written statement and (B) the Claiming Party and the Responding Party shall attempt in good faith for ten (10) days after receipt the Responding Party’s receipt thereofof a written response to resolve the objections set forth therein. If no settlement can be reached between the Claiming Party and the Responding Party with respect to a Claim after good faith negotiation during the ten (10)-day period after the Claiming Party’s receipt of the Dispute Notice, copies of all notices and documents (including court papers) received the Parties will no longer be bound by the Indemnified dispute resolution procedures in this Section 10.3(a) and either Party relating may commence an Action to a Third Party Claim (defined below)resolve such dispute. The Parties agree that all discussions, negotiations and failure to do so shall prevent recovery under this Agreement other information exchanged between the Parties during the foregoing dispute resolution proceedings will be without prejudice to the extent that the Indemnifying legal position of a Party shall have been materially prejudiced by such failurein any subsequent Action.

Notice of Claims. At the time when any Contributor Indemnified Party or Company If either a Buyer Indemnified Party, on the one hand, or a Seller Indemnified Party, on the other hand (such Buyer Indemnified Party on the one hand and such Seller Indemnified Party on the other hand being hereinafter referred to as applicable, (as applicable, an “Indemnified Party”) learns of ), has suffered or incurred any potential claim (a “Claim”) Losses for which indemnification may be sought under this Article V that is asserted against ARTICLE 6, the Indemnified Party that shall so notify the other party from whom indemnification is subject to indemnification by the Company or the Operating Partnership or by the Contributor from the Indemnity Holdback Amount, as applicable, sought under this Article V ARTICLE 6 (as applicable, the “Indemnifying Party”)) promptly in writing describing such Loss, the amount or estimated amount thereof, if known or reasonably capable of estimation, and the method of computation of such Loss, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such Loss shall have occurred. If any claim, action, suit or proceeding is asserted or instituted by or against a Third Party with respect to which an Indemnified Party intends to claim any Loss under this ARTICLE 6, such Indemnified Party will shall promptly give written notice (a “Claim Notice”) notify the Indemnifying Party of such claim, action, suit or proceeding and tender to the Indemnifying Party (the defense of such claim, action, suit or proceeding. A failure by an Indemnified Party to give notice and to tender the defense of such claim, action, suit or proceeding in a timely manner pursuant to this Section 6.2 shall not limit the case obligation of the Company Indemnified Parties, to the Equity Holders’ Representative); provided that failure to do so shall not prevent recovery Indemnifying Party under this AgreementARTICLE 6, except to the extent that the such Indemnifying Party shall have been materially is actually prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by Law, the Indemnified Party shall deliver to the Indemnifying Party (or in the case of the Company Indemnified Parties, to the Equity Holders’ Representative), promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to a Third Party Claim (defined below), and failure to do so shall prevent recovery under this Agreement to the extent that the Indemnifying Party shall have been materially prejudiced by such failurethereby.

Notice of Claims. At the time when any Contributor Cosmos Indemnified Party or Company Indemnified Party, as applicable, (as applicable, an “Indemnified Party”) learns of any potential claim (a “Claim”) under this Article V that is asserted against the Indemnified Party that is subject to indemnification by the Company or the Operating Partnership or by the Contributor in respect of Cosmos from the Indemnity Holdback Amount, as applicable, under this Article V (as applicable, the “Indemnifying Party”), such Indemnified Party will promptly give written notice (a “Claim Notice”) to the Indemnifying Party (or in the case of the Company Indemnified Parties, to the Equity Holders’ Stockholder’s Representative); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the Indemnifying Party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by Law, the Indemnified Party shall deliver to the Indemnifying Party (or in the case of the Company Indemnified Parties, to the Equity Holders’ Stockholder’s Representative), promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to a Third Party Claim (defined below), and failure to do so shall prevent recovery under this Agreement to the extent that the Indemnifying Party shall have been materially prejudiced by such failure.

Notice of Claims. At the time when any Contributor PGI Indemnified Party or Company Indemnified Party, as applicable, (as applicable, an “Indemnified Party”) learns of any potential claim (a “Claim”) under this Article V that is asserted against the Indemnified Party that is subject to indemnification by the Company or the Operating Partnership or by the Contributor in respect of PGI from the Indemnity Holdback Amount, as applicable, under this Article V (as applicable, the “Indemnifying Party”), such Indemnified Party will promptly give written notice (a “Claim Notice”) to the Indemnifying Party (or in the case of the Company Indemnified Parties, to the Equity HoldersStockholders’ Representative); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the Indemnifying Party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by Law, the Indemnified Party shall deliver to the Indemnifying Party (or in the case of the Company Indemnified Parties, to the Equity HoldersStockholders’ Representative), promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to a Third Party Claim (defined below), and failure to do so shall prevent recovery under this Agreement to the extent that the Indemnifying Party shall have been materially prejudiced by such failure.

Notice of Claims. At If, at or following the time when any Contributor date of this Agreement, an Indemnified Party shall receive notice or Company Indemnified Party, as applicable, otherwise learn of the assertion by a Person (as applicable, an “Indemnified Party”including any Governmental Authority) learns who is not a member of the Xxxxxxx Group or the SpinCo Group of any potential claim or of the commencement by any such Person of any Action (collectively, a “Third Party Claim”) under this Article V that is asserted against the with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party that is subject pursuant to indemnification by the Company Sections 4.02 or the Operating Partnership 4.03, or by the Contributor from the Indemnity Holdback Amount, as applicable, under any other Section of this Article V (as applicable, the “Indemnifying Party”)Agreement or any Ancillary Agreement, such Indemnified Party will promptly shall give such Indemnifying Party written notice within thirty (a “30) days of becoming aware of such Third Party Claim Notice”) to the Indemnifying Party (or in sooner if the case nature of the Company Indemnified PartiesThird Party Claim so requires). Any such notice shall (i) describe the Third Party Claim in reasonable detail, including, to the Equity Holders’ Representative); provided that failure to do so shall not prevent recovery under this Agreementextent set forth in or readily apparent from the notices and documents received by the Indemnified Party, except to the extent that the Indemnifying Party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party and circumstances giving rise to such Claimclaim for indemnification, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by Law, the Indemnified Party shall deliver to the Indemnifying Party (or in the case of the Company Indemnified Parties, to the Equity Holders’ Representative), promptly after the Indemnified Party’s receipt thereof, ii) include copies of all material notices and documents (including court papers) received by the Indemnified Party relating to a the Third Party Claim (defined below)Claim. Notwithstanding the foregoing, and the failure of an Indemnified Party to do so provide notice in accordance with this Section 4.06(a) shall prevent recovery not relieve an Indemnifying Party of its indemnification obligations under this Agreement Agreement, except to the extent that to which the Indemnifying Party shall have been materially is actually prejudiced by such failurethe Indemnified Party’s failure to provide notice in accordance with this Section 4.06(a).

Notice of Claims. At the time when any Contributor WvF Indemnified Party or Company Indemnified Party, as applicable, applicable (as applicable, an “Indemnified Party”) learns of any potential claim (a “Claim”) under this Article V that is asserted against the Indemnified Party that is subject to indemnification by the Company or in respect of the Operating Partnership or by the Contributor WvF Parties from the Indemnity Holdback Amount, as applicable, under this Article V (as applicable, the “Indemnifying Party”), such Indemnified Party will promptly give written notice (a “Claim Notice”) to the Indemnifying Party (or in the case of the Company Indemnified Parties, to the Equity Holders’ Representative); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the Indemnifying Party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by Law, the Indemnified Party shall deliver to the Indemnifying Party (or in the case of the Company Indemnified Parties, to the Equity Holders’ Representative), promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to a Third Party Claim (defined below), and failure to do so shall prevent recovery under this Agreement to the extent that the Indemnifying Party shall have been materially prejudiced by such failure.

Notice of Claims. At the time when any Contributor 9.2.1 Subject to Section 9.2.2, a Seller Indemnified Party or Company an Issuer Indemnified Party (each an Indemnified Party), as applicablethe case maybe, shall give the Issuers and any relevant Seller (as applicable, an “Indemnified the case may be) (the Indemnifying Party”) learns notice of any matter which such Indemnified Party has determined has given, or could give, rise to a right of indemnification under this Agreement, within ninety (90) days of such determination. The notice shall state the amount of the Loss, if known, and the method of its calculation and shall contain a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. 9.2.2 If an Indemnified Party receives written notice of any third party claim or potential claim (Third Party Claim) against it which is or may be the subject of a “Claim”) claim by it under the Issuer Indemnity or the Seller Indemnity (as the case may be), the obligations and liabilities of the Indemnifying Party under this Article V that is asserted against Clause 9 shall be subject to the following terms and conditions: (1) the Indemnified Party that is subject to indemnification by the Company or the Operating Partnership or by the Contributor from the Indemnity Holdback Amount, as applicable, under this Article V (as applicable, the “Indemnifying Party”), such Indemnified Party will promptly shall give written notice (a “Claim Notice”) thereof to the Indemnifying Party within sixty (or in the case 60) days of the Company Indemnified Parties, to the Equity Holders’ Representative); receipt of such notice provided that failure to do so give such notice shall not prevent recovery release the Indemnifying Party from any of its obligations under this Agreement, Clause 9 except to the extent that the Indemnifying Party shall have it has been materially prejudiced by such failure. Each ; (2) the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim Notice and take such further action to contest, resist or appeal the validity, applicability and amount of such claim in appropriate administrative or judicial proceedings either: (a) in the name of the Indemnified Party (provided that the Indemnifying Party shall describe indemnify and secure the Indemnified Party to its reasonable satisfaction against all losses costs damages and expenses which may be incurred thereby), or (b) in reasonable detail the facts known its own name, in either case, at its own expense and through retaining legal advisers of its choice provided that it gives notice of its intention to do so to the Indemnified Party giving rise within five (5) Business Days of receipt of the notice of such Third Party Claim from the Indemnified Party; provided however, that if there exists or is reasonably likely to such Claimexist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party, in its sole and absolute discretion, for the same legal advisers to represent both the Indemnified Party and the amount or good faith estimate Indemnifying Party, then the Indemnified Party shall be entitled to retain its own legal advisers, in each jurisdiction for which the Indemnified Party reasonably determines counsel is required, at the expense of the amount Indemnifying Party. In the event that the Indemnifying Party exercises its right hereunder to undertake the defense of Losses arising therefrom. Unless prohibited by Lawany such Third Party Claim, the Indemnified Party shall deliver to co-operate with the Indemnifying Party (in such defense as is reasonably required by the Indemnifying Party. In the event that the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall co-operate with the Indemnified Party in the case of the Company Indemnified Parties, to the Equity Holders’ Representative), promptly after such defense as is reasonably required by the Indemnified Party’s receipt thereof, copies . No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of all notices the Indemnified Party and documents (including court papers) received no such Third Party Claims may be settled by the Indemnified Party relating to a Third Party Claim (defined below), and failure to do so shall prevent recovery under this Agreement to without the extent that prior written consent of the Indemnifying Party, in each case not to be unreasonably withheld or delayed, unless such settlement will not result in (a) any judgment or finding of liability, guilt or wrongdoing (whether civil, criminal or regulatory) in respect of the Indemnified Party, (b) any penalty, fine or other payment by the Indemnified Party, or the imposition of any Lien on, or any risk of forfeiture of the assets of, the Indemnified Party shall have been materially prejudiced by such failureand (c) any commercial, legal, regulatory or competitive disadvantage for the Indemnified Party.

Notice of Claims. At If any Litigation (in equity or at law) is instituted by a Third Party (a “Third-Party Claim”) with respect to which any of the time when any Contributor Indemnified Party or Company Indemnified Party, as applicable, Persons to be indemnified under this ARTICLE XI (as applicable, an the “Indemnified Party”) learns of intends to claim any potential claim (a “Claim”) Loss under this Article V that is asserted against ARTICLE XI, or if an Indemnified Party otherwise desires to make a claim for indemnification under this ARTICLE XI, the Indemnified Party that is subject to indemnification by the Company or the Operating Partnership or by the Contributor from the Indemnity Holdback Amount, as applicable, under this Article V (as applicable, the “Indemnifying Party”), such Indemnified Party will promptly give shall provide written notice thereof (a “Claim Notice”) to the Party from whom indemnification is sought (the “Indemnifying Party”). In the event of a Third-Party (or in the case of the Company Indemnified Parties, to the Equity Holders’ Representative); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the Indemnifying Party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by Law, the Indemnified Party shall deliver the Claims Notice to the Indemnifying Party as soon as reasonably practicable (or and in the case of the Company Indemnified Parties, to the Equity Holders’ Representative), promptly any event within 30 days) after the Indemnified Party’s receipt thereof, copies Party has actual knowledge of all notices and documents (including court papers) received the Third-Party Claim. A failure by the Indemnified Party relating to a Third give notice of any Third-Party Claim (defined below), and failure or other claim for indemnification in a timely manner pursuant to do so this Section 11.4 shall prevent recovery not limit the obligation of the Indemnifying Party under this Agreement ARTICLE XI, except to the extent that the such Indemnifying Party is actually prejudiced thereby. The Claim Notice shall have describe the Third-Party Claim or other matter giving rise to a claim for indemnification hereunder in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been materially prejudiced or may be sustained by such failurethe Indemnified Party.

Notice of Claims. At (a) If any of the time when any Contributor Indemnified Party or Company Indemnified Party, as applicable, Persons to be indemnified under this Article 10 (as applicable, an the “Indemnified Party”) learns of has suffered or incurred any potential claim Loss (other than one resulting from a “Third Party Claim”) under this Article V that is asserted against ), the Indemnified Party that shall so notify in writing the party from whom indemnification is subject to indemnification by the Company or the Operating Partnership or by the Contributor from the Indemnity Holdback Amount, as applicable, under this Article V sought (as applicable, the “Indemnifying Party”)) promptly after obtaining knowledge of such claim, describing such Indemnified Party will promptly Loss, the amount or estimated amount thereof, if known or reasonably capable of estimation, and the method of computation of such Loss, all with reasonable specificity and containing a reference to the provisions of this Agreement or any Implementing Agreement in respect of which such Loss shall have occurred. A failure to give written notice (in a “Claim Notice”timely manner pursuant to this Section 10.3(a) to shall not limit the obligation of the Indemnifying Party (or in the case of the Company Indemnified Parties, to the Equity Holders’ Representative); provided that failure to do so shall not prevent recovery under this Agreement, Article 10 except to the extent such Indemnifying Party is materially prejudiced thereby. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim of indemnity (including reasonable access to and copies of records and information that are reasonably relevant to such matters and the making available of employees on a mutually convenient basis for providing additional information and explanation of any material relating to such matters). If the Indemnifying Party does not notify the Indemnified Party within thirty (30) calendar days following its receipt of a notice delivered pursuant to this Section 10.3 that the Indemnifying Party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known disputes its liability to the Indemnified Party giving rise to under this Article 10, such Claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by Law, the Indemnified Party shall deliver to the Indemnifying Party (or in the case of the Company Indemnified Parties, to the Equity Holders’ Representative), promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received claim specified by the Indemnified Party relating in such notice shall be conclusively determined to be a Third Party Claim (defined below), and failure to do so shall prevent recovery under this Agreement to the extent that liability of the Indemnifying Party shall have been materially prejudiced by such failureParty.

Notice of Claims. At the time when If any Contributor Buyer Indemnified Party or Company Stockholder Indemnified Party, as applicable, applicable (as applicableeach, an “Indemnified Party”) learns of reasonably believes in good faith that it has suffered or incurred any potential claim (a “Claim”) under Loss for which such Indemnified Party is entitled to indemnification pursuant to this Article V that is asserted against the Indemnified Party that is subject to indemnification by the Company or the Operating Partnership or by the Contributor VII from the Indemnity Holdback AmountStockholders/Management Incentive Grant Recipients or Parent, as applicable, under this Article V respectively (as applicable, the “Indemnifying Party”), it shall notify the Indemnifying Party promptly in writing (at its address set forth in Section 11.5), and in any event within the applicable time period specified in Section 7.1, describing such Indemnified Party will promptly give written notice Loss, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such Loss shall have occurred (a “Claim Notice”); provided, however, that the Stockholders’ Representative shall be deemed to be the Stockholder Indemnified Party (whether it is the Indemnified Party or the Indemnifying Party) for purposes of this Article VII. If any legal action is instituted by a third party with respect to which any of the Indemnified Parties intend to claim indemnity under this Section 7.5, such Indemnified Party shall promptly give a Claim Notice to notify the Indemnifying Party (with respect to such legal action. In any event, a failure or delay in the case of the Company Indemnified Parties, to the Equity Holders’ Representative); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that notifying the Indemnifying Party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by Law, the Indemnified Party shall deliver to the Indemnifying Party (or in the case of the Company Indemnified Parties, to the Equity Holders’ Representative), promptly after not affect the Indemnified Party’s receipt thereofright to indemnity, copies of all notices and documents (including court papers) received by the Indemnified Party relating to a Third Party Claim (defined below), and failure to do so shall prevent recovery under this Agreement except only to the extent that such failure or delay materially and adversely prejudices the Indemnifying Party shall have been materially prejudiced by such failureability to defend against any legal action.

Notice of Claims. At the time when any Contributor Indemnified Party or Company (a) If either a Buyer Indemnified Party, on the one hand, or a Seller Indemnified Party, on the other hand (such Buyer Indemnified Party on the one hand and such Seller Indemnified Party on the other hand being hereinafter referred to as applicable, (as applicable, an “”Indemnified Party”) learns of ), has suffered or incurred any potential claim (a “Claim”) Losses for which indemnification may be sought under this Article V that is asserted against 7, the Indemnified Party that shall so notify the other party from whom indemnification is subject to indemnification by the Company or the Operating Partnership or by the Contributor from the Indemnity Holdback Amount, as applicable, sought under this Article V 7 (as applicable, the “Indemnifying Party”), such Indemnified Party will ) promptly give written notice in writing (a “Claim Notice”) to describing such Loss, the Indemnifying Party amount or estimated amount thereof (in each case, the “Claim Amount”), if known or in the case reasonably capable of the Company Indemnified Parties, to the Equity Holders’ Representative); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the Indemnifying Party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claimestimation, and the amount or good faith estimate method of computation of such Loss, all with reasonable particularity and containing a reference to the amount provisions of Losses arising therefromthis Agreement in respect of which such Loss shall have occurred. Unless prohibited by LawWithin [***] days after delivery of a Claim Notice, the Indemnified Indemnifying Party shall deliver to the Indemnifying Party (or in the case of the Company Indemnified Parties, to the Equity Holders’ Representative), promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to a Third Party Claim (defined below), and failure to do so shall prevent recovery under this Agreement to the extent that written response in which the Indemnifying Party shall (i) agree that the Indemnified Party is entitled to receive the Claim Amount (in which case such response shall be accompanied by a payment to the Indemnified Party of the Claim Amount by the Indemnifying Party by wire transfer of immediately available funds), (ii) agree that the Indemnified Party is entitled to receive part, but not all, of the Claim Amount (the amount so agreed in (i) or (ii), the “Agreed Amount”) (in which case such response shall be accompanied by a payment to the Indemnified Party of the Agreed Amount by the Indemnifying Party by wire transfer of immediately available funds) or (iii) contest that the Indemnified Party is entitled to receive any of the Claim Amount. If such dispute is not resolved within [***] days following the delivery of the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have been materially prejudiced by the right to submit such failuredispute to a court of competent jurisdiction in accordance with the provisions of Section 9.8. Failure of the Indemnifying Party to timely deliver a response as provided in this Section 7.2(a) shall not waive the Indemnifying Party’s ability to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 9.8.

Notice of Claims. At the time when any Contributor Transferor Indemnified Party or Company Indemnified Party, as applicable, (as applicable, an “Indemnified Party”) learns of any potential claim (a “Claim”) under this Article V that is asserted against the Indemnified Party that is subject to indemnification by the Company or the Operating Partnership or by the Contributor Transferor from the Indemnity Holdback Amount, as applicable, under this Article V (as applicable, the “Indemnifying Party”), such Indemnified Party will promptly give written notice (a “Claim Notice”) to the Indemnifying Party (or in the case of the Company Indemnified Parties, to the Equity Holders’ Representative); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the Indemnifying Party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by Law, the Indemnified Party shall deliver to the Indemnifying Party (or in the case of the Company Indemnified Parties, to the Equity Holders’ Representative), promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to a Third Party Claim (defined below), and failure to do so shall prevent recovery under this Agreement to the extent that the Indemnifying Party shall have been materially prejudiced by such failure.

Notice of Claims. At Promptly after receipt by a Party (the time when "Claiming Party") of notice of the commencement or assertion of any Contributor Indemnified claim, action, suit, Proceeding, arbitration, audit, hearing, investigation, Order or litigation (each a "Claim") against it or any Xxxxxxxx Indemnitee (in the case of Xxxxxxxx, Xxxxxxxx Tanks and Xxxxx) or any Matrix Indemnitee (in the case of Matrix and GSAC), and if a claim is to be made by the Claiming Party against any other Party (the "Indemnifying Party") for indemnification with respect to that Claim pursuant to Section 10.2 or Company Indemnified Party, as applicable, 10.4 (as applicable, an “Indemnified Party”) learns of any potential claim (a “Claim”) under this Article V that is asserted against the Indemnified Party that is subject to indemnification by the Company or the Operating Partnership or by the Contributor from the Indemnity Holdback Amount, as applicable, under this Article V (as applicable), the “Indemnifying Party”), such Indemnified Claiming Party will shall promptly give written notice (a “Claim Notice”) to the Indemnifying Party (or in the case of the Company Indemnified Partiescommencement or assertion of such Claim; provided, to that the Equity Holders’ Representative); provided that failure to do so shall notify the Indemnifying Party of the commencement or assertion of such Claim will not prevent recovery under this Agreementrelieve the Indemnifying Party of any liability that it may have to any Xxxxxxxx Indemnitee or Matrix Indemnitee (as applicable) hereunder, except to the extent that the such Indemnifying Party demonstrates that the defense of such action was prejudiced by the Claiming Party's failure to give such notice. The notice contemplated herein shall describe the Claim and the specific facts and circumstances in reasonable detail, shall include a copy of any related notices or written claims from third-parties, and shall indicate the amount, if known, or an estimate, if possible, of the Damages that have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by Law, the Indemnified Party shall deliver to the Indemnifying Party (may be suffered or in the case of the Company Indemnified Parties, to the Equity Holders’ Representative), promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to a Third Party Claim (defined below), and failure to do so shall prevent recovery under this Agreement to the extent that the Indemnifying Party shall have been materially prejudiced by such failureincurred.

Notice of Claims. At Any party seeking indemnification under this Article 8 (the time when any Contributor Indemnified Party or Company Indemnified Party, as applicable, (as applicable, an “Indemnified Party”) learns of any potential claim (a “Claim”) under this Article V that is asserted against shall, within the relevant limitation period provided for in Section 8.1, promptly notify the party obligated to indemnify such Indemnified Party that is subject to indemnification by (or, in the Company or case of a Buyer Indemnitee seeking indemnification, such Buyer Indemnitee shall promptly notify the Operating Partnership or by the Contributor from the Indemnity Holdback Amount, as applicable, under this Article V Representative) (as applicablesuch notified party, the “Indemnifying Responsible Party”), such Indemnified Party will promptly give written notice ) in writing (a “Claim Notice”) describing in reasonable detail the facts giving rise to any claims for indemnification hereunder and shall include in such Claim Notice (if then known) the amount and the method of computation of the amount of such claim and a reference to the Indemnifying Party (or in the case provision of the Company Indemnified Parties, to the Equity Holders’ Representative)this Agreement upon which such claim is based; provided that a Claim Notice in respect of any action at law or suit in equity by or against a third Person as to which indemnification will be sought shall be given promptly after the action or suit is commenced; provided, further, that failure to do so give such written notice shall not prevent recovery under this Agreementrelieve the Responsible Party of its obligations hereunder, except to the extent that the Indemnifying Responsible Party shall have been materially prejudiced by such failure. Each Claim Notice The Indemnified Party shall describe in give the Responsible Party reasonable detail access to the facts known to books, records and assets of the Indemnified Party (and, in the case the Indemnified Party is a Buyer Indemnitee, of the Company and its Subsidiaries) which evidence or support such claim or the act, omission or occurrence giving rise to such Claim, claim and the amount or good faith estimate right, upon reasonable prior notice during normal business hours, to interview any appropriate personnel of the amount of Losses arising therefrom. Unless prohibited by Law, the Indemnified Party shall deliver to the Indemnifying Party (or in the case of the Company Indemnified Partiesor its Subsidiaries, to the Equity Holders’ Representative), promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papersas applicable) received by the Indemnified Party relating to a Third Party Claim (defined below), and failure to do so shall prevent recovery under this Agreement to the extent that the Indemnifying Party shall have been materially prejudiced by such failurerelated thereto.

Notice of Claims. At the time when any Contributor Indemnified A Party or Company seeking indemnification pursuant to this Article 7 (an "Indemnified Party, as applicable, ") shall give prompt written notice to the Party from whom such indemnification is sought (as applicable, an “Indemnified the "Indemnifying Party”") learns of any potential claim for which it is seeking indemnity under this Section 7.3 (a “"Claim”) under this Article V that is asserted against the Indemnified Party that is subject to indemnification by the Company or the Operating Partnership or by the Contributor from the Indemnity Holdback Amount" and collectively, as applicable, under this Article V (as applicable, the “Indemnifying Party”"Claims"), but failure to give such Indemnified Party will promptly give written notice (a “Claim Notice”) to shall not relieve the Indemnifying Party of any Liability hereunder (or in the case of the Company Indemnified Parties, to the Equity Holders’ Representative); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the Indemnifying Party shall have been materially prejudiced by such failurehas suffered actual prejudice thereby). Each Claim Notice Such notice shall describe the nature of the Claim in reasonable detail detail, shall include copies of all material written evidence thereof and shall indicate the facts known estimated amount, to the extent practicable, of the Losses that the Indemnified Party giving rise claims it has sustained or may sustain as a result of the Claim. Any Claim against an Indemnified Party by a third party, whether or not involving a proceeding, is referred to such herein as a "Third Party Claim", and any other Claim against an Indemnified Party is referred to herein as a "Direct Claim". Any survival period time limitation specified in Section 7.4 shall not apply to a Claim which has been the amount or good faith estimate subject of the amount of Losses arising therefrom. Unless prohibited by Law, notice from the Indemnified Party shall deliver to the Indemnifying Party (or given in the case of the Company Indemnified Parties, good faith prior to the Equity Holders’ Representative), promptly after the Indemnified Party’s receipt thereof, copies expiration of all notices and documents (including court papers) received by the Indemnified Party relating to a Third Party Claim (defined below), and failure to do so shall prevent recovery under this Agreement to the extent that the Indemnifying Party shall have been materially prejudiced by such failureperiod.

Notice of Claims. At Any Collegium Indemnitee or Depomed Indemnitee claiming that it has suffered or incurred any Loss for which it may be entitled to indemnification under this Article 12 (the time when any Contributor Indemnified Party or Company Indemnified Party, as applicable, (as applicable, an “Indemnified Party”) learns shall give prompt written notice to the party from whom indemnification is sought (the “Indemnifying Party”) of any potential the matter, action, cause of action, claim, demand, fact or other circumstances upon which a claim for indemnification under this Article 12 (each, a “Claim”) under this Article V that is asserted against the Indemnified Party that is subject may be based. Such notice shall contain, with respect to indemnification by the Company or the Operating Partnership or by the Contributor from the Indemnity Holdback Amount, as applicable, under this Article V (as applicable, the “Indemnifying Party”)each Claim, such Indemnified Party will promptly give written notice (a “Claim Notice”) to the Indemnifying Party (or in the case of the Company Indemnified Parties, to the Equity Holders’ Representative); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the Indemnifying Party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise and information as are then reasonably available with respect to such Claim, and including a description of the Losses suffered or incurred by the Indemnified Party, the amount or good faith estimate of the estimated amount of such Losses arising therefrom(if known or reasonably capable of estimation) and the method of computation of such Losses, and a reference to the provisions of this Agreement in respect of which such Loss shall have occurred. Unless prohibited If any Claim is based on any action, claim, suit or proceeding (in equity or at law) instituted by Lawa Third Party with respect to which the Indemnified Party intends to claim Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions marked [***]. any Loss under this Article 12 (a “Third Party Claim”), the Indemnified Party shall deliver promptly notify (the “Third Party Claim Notice”), in writing, the Indemnifying Party of such Third Party Claim and offer to tender to the Indemnifying Party (or in the case defense of the Company Indemnified Parties, to the Equity Holders’ Representative), promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received such Third Party Claim. A failure by the Indemnified Party relating to a give written notice of and to offer to tender the defense of any Third Party Claim (defined below), and failure in a timely manner pursuant to do so this Section 12.3 shall prevent recovery not limit the obligation of the Indemnifying Party under this Agreement Article 12, except (a) to the extent that the such Indemnifying Party shall have been materially is actually prejudiced by such failurethereby or (b) as provided in Section 12.5.

Notice of Claims. At the time when any Contributor Indemnified Party If a PayEase Indemnitee or Company Indemnified Party, as applicable, a Loyalty Alliance Indemnitee (as applicable) shall receive notice, an “Indemnified Party”) learns or otherwise become aware, of any potential claim or of the commencement by any such Person of any Action (each such case, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to an Indemnitee pursuant to this Agreement or any other Ancillary Agreement, PayEase and Loyalty Alliance (as applicable) shall ensure that such Indemnitee shall give such Indemnifying Party written notice thereof as soon as practicable and, in any event, within fifteen (15) days after becoming aware of such Third Party Claim. Any such notice shall (i) describe the Third Party Claim in reasonable detail and, if known, the estimated damages resulting from such Third Party Claim incurred or reasonably expected to be incurred by the Indemnitee and (ii) explain in reasonable detail the basis for the claim by Indemnitee for indemnification to the extent of facts then known by the Indemnitee. In addition, such written notice shall be accompanied by copies of correspondence with third parties or other documentation necessary to understand the claim for indemnification to the extent applicable and then in the possession of the Indemnitee. Notwithstanding the foregoing, the delay or failure of any Indemnitee or other Person to give notice as provided in this Section 1.5(a) shall not relieve the relevant Indemnifying Party of its obligations under this Article V that is asserted against the Indemnified Party that is subject to indemnification by the Company or the Operating Partnership or by the Contributor from the Indemnity Holdback Amount, as applicable, under this Article V (as applicable, the “Indemnifying Party”), such Indemnified Party will promptly give written notice (a “Claim Notice”) to the Indemnifying Party (or in the case of the Company Indemnified Parties, to the Equity Holders’ Representative); provided that failure to do so shall not prevent recovery under this AgreementI, except to the extent that the such Indemnifying Party shall have been materially is prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim, and the amount delay or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by Law, the Indemnified Party shall deliver to the Indemnifying Party (or in the case of the Company Indemnified Parties, to the Equity Holders’ Representative), promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to a Third Party Claim (defined below), and failure to do so shall prevent recovery under this Agreement to the extent that the Indemnifying Party shall have been materially prejudiced by such failuregive notice.

Notice of Claims. At If any of the time when any Contributor Indemnified Party or Company Indemnified Party, as applicable, Persons to be indemnified under this Article VIII (as applicableeach, an “Indemnified Party”) learns of has suffered or incurred any potential claim (a “Claim”) under this Article V that is asserted against Loss, the Indemnified Party that shall so notify the party from whom indemnification is subject to indemnification by the Company or the Operating Partnership or by the Contributor from the Indemnity Holdback Amount, as applicable, under this Article V (as applicable, sought {the “Indemnifying Party”)) promptly in writing describing such Loss, the amount or estimated amount thereof, if known or reasonably capable of estimation, and the method of computation of such Indemnified Party will promptly give written notice (Loss, all with reasonable particularity and containing a “Claim Notice”) reference to the Indemnifying Party (provisions of this Agreement or any other agreement, instrument or certificate delivered pursuant hereto in the case respect of the Company Indemnified Parties, to the Equity Holders’ Representative); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the Indemnifying Party which such Loss shall have been materially prejudiced occurred. If any action at law or suit in equity is instituted by such failure. Each Claim Notice shall describe in reasonable detail the facts known or against a third party with respect to which the Indemnified Party giving rise intends to such Claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by Law, seek indemnification under this Article VIII the Indemnified Party shall deliver to promptly notify the Indemnifying Party (of such action or suit and permit the Indemnifying Party to participate in and control the case defense of such action or suit. A failure to give such notice in a timely manner pursuant to this Section 8.3 shall not limit the obligation of the Company Indemnified Parties, to the Equity Holders’ Representative), promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Indemnifying Party relating to a Third Party Claim (defined below), and failure to do so shall prevent recovery under this Agreement Article VIII, except (i) to the extent that the such Indemnifying Party is prejudiced thereby, (ii) to the extent expenses are incurred during the period in which notice was not provided or (iii) as provided by Section 8.5 below. Notice shall be deemed to have been materially prejudiced provided by such failurePurchaser to Pfizer pursuant to this Section 8.3 with regard to the matters referenced in the definition of Scheduled Environmental Commitments, and Pfizer shall be deemed to have notified Purchaser that it will conduct and control the defense and management of any required Remedial Action with regard to the matters referenced in the definition of Scheduled Environmental Commitments.

Notice of Claims. At the time when any Contributor Stockholder Indemnified Party or Company Indemnified Party, as applicable, (as applicable, an “Indemnified Party”) learns of any potential claim (a “Claim”) under this Article V that is asserted against the Indemnified Party that is subject to indemnification by the Company or in respect of the Operating Partnership or by the Contributor Stockholder from the Indemnity Holdback Amount, as applicable, under this Article V (as applicable, the “Indemnifying Party”), such Indemnified Party will promptly give written notice (a “Claim Notice”) to the Indemnifying Party (or in the case of the Company Indemnified Parties, to the Equity Holders’ RepresentativeStockholder); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the Indemnifying Party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by Law, the Indemnified Party shall deliver to the Indemnifying Party (or in the case of the Company Indemnified Parties, to the Equity Holders’ RepresentativeStockholder), promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to a Third Party Claim (defined below)Claim, and failure to do so shall prevent recovery under this Agreement to the extent that the Indemnifying Party shall have been materially prejudiced by such failure.

Notice of Claims. At the time when any Contributor Any Indemnified Party wishing to assert a right to indemnification under this Agreement against an Indemnifying Party with respect to any action, suit, claim or Company other legal proceeding made or brought against such Indemnified Party by any Person who is neither a Party, as applicablean Affiliate of a Party, (as applicable, an “Indemnified Party”) learns nor a Representative of any potential claim of the foregoing (a “Third Party Claim”) under this Article V that is asserted against the Indemnified Party that is subject to indemnification by the Company or the Operating Partnership or by the Contributor from the Indemnity Holdback Amount, as applicable, under this Article V (as applicable, the “Indemnifying Party”), such Indemnified Party will promptly shall give written notice (a “Claim Notice”) to the Indemnifying Party (or in the case written notice thereof promptly after receiving notice of the Company Indemnified Partiesassertion or commencement of the Third Party Claim; provided, to however, that the Equity Holders’ Representative); provided that failure to do so give such prompt written notice shall not prevent recovery under this Agreement, relieve the Indemnifying Party of its indemnification obligations hereunder except to the extent that the Indemnifying Party shall have been materially prejudiced by can demonstrate actual material loss or prejudice as a result of such failure. Each Claim Notice shall describe in reasonable detail the facts known to Such notice by the Indemnified Party giving rise shall (i) describe the nature and basis for the Third Party Claim in reasonable detail, (ii) indicate the amount or estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party, (iii) identify each provision of this Agreement under which the claim of right to such Claimindemnification is made, (iv) include copies of all material written evidence and correspondence thereof or with respect thereto, (v) describe all claims, and the amount or good faith estimate status of the amount of Losses arising therefrom. Unless prohibited by Lawsuch claims, if any, for insurance coverage as contemplated in Section 7.5.1, and (vi) describe what actions, if any, the Indemnified Party has taken to mitigate any asserted Loss as contemplated in Section 7.5.4. The Indemnified Party shall deliver provide to the Indemnifying Party (or copies of any documentation supporting the Third Party Claim that is in the case of the Company Indemnified Parties, to the Equity Holders’ Representative), promptly after the Indemnified Party’s receipt thereofpossession (including with respect to any Tax matters, copies of all any notices and documents (including court papers) or correspondence received by the Indemnified Party relating from, or sent by the Indemnified Party to, any Taxing Authority) promptly following the delivery of the foregoing notice (or coming into possession of such documentation following delivery of the foregoing notice). For the avoidance of doubt, this Section 7.7.1 shall apply with respect to a any Third Party Claim (defined below), and failure related to do so shall prevent recovery under this Agreement to the extent that the Indemnifying Party shall have been materially prejudiced by such failureTaxes.

Notice of Claims. At Promptly after receipt by a Party (the time when "Claiming Party") of notice of the commencement or assertion of any Contributor Indemnified claim, action, suit, Proceeding, arbitration, audit, hearing, investigation, Order or litigation (each a "Claim") against it or any Caldwell Indemnitee (in the case of Caldwell and Caldwell Tanks) or any Matrix Indemnitee (in the case of Brown, Matrix and GSAC), and if a claim is to be made by the Claiming Party against any other Party (the "Indemnifying Party") for indemnification with respect to that Claim pursuant to Section 10.2 or Company Indemnified Party, as applicable, 10.4 (as applicable, an “Indemnified Party”) learns of any potential claim (a “Claim”) under this Article V that is asserted against the Indemnified Party that is subject to indemnification by the Company or the Operating Partnership or by the Contributor from the Indemnity Holdback Amount, as applicable, under this Article V (as applicable), the “Indemnifying Party”), such Indemnified Claiming Party will shall promptly give written notice (a “Claim Notice”) to the Indemnifying Party (or in the case of the Company Indemnified Partiescommencement or assertion of such Claim; provided, to that the Equity Holders’ Representative); provided that failure to do so shall notify the Indemnifying Party of the commencement or assertion of such Claim will not prevent recovery under this Agreementrelieve the Indemnifying Party of any liability that it may have to any Caldwell Indemnitee or Matrix Indemnitee (as applicable) hereunder, except to the extent that the such Indemnifying Party demonstrates that the defense of such action was prejudiced by the Claiming Party's failure to give such notice. The notice contemplated herein shall describe the Claim and the specific facts and circumstances in reasonable detail, shall include a copy of any related notices or written claims from third-parties, and shall indicate the amount, if known, or an estimate, if possible, of the Damages that have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by Law, the Indemnified Party shall deliver to the Indemnifying Party (may be suffered or in the case of the Company Indemnified Parties, to the Equity Holders’ Representative), promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to a Third Party Claim (defined below), and failure to do so shall prevent recovery under this Agreement to the extent that the Indemnifying Party shall have been materially prejudiced by such failureincurred.

Notice of Claims. At If an MHG LLC Indemnitee or a Morgans Group LLC Indemnitee, as applicable (an “Indemnitee”), receives notice or otherwise learns of the time when assertion by a person (including any Contributor Indemnified regulatory authority) who is not a member of the MHG LLC Group or the Morgans Group LLC Group of any claim or of the commencement by any such person of any Action (collectively, a “Third Party Claim”) with respect to which a party (an “Indemnifying Party”) may be obligated to provide indemnification to such Indemnitee pursuant to Section 2.2 or Company Indemnified Party2.3, MHG LLC and Morgans Group LLC, as applicable, will ensure that such Indemnitee shall give such Indemnifying Party written notice thereof within thirty (as applicable30) days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, an “Indemnified Party”) learns the delay or failure of any potential claim (a “Claim”Indemnitee or other person to give notice as provided in this Section 2.4(a) shall not relieve the related Indemnifying Party of its obligations under this Article V that is asserted against the Indemnified Party that is subject to indemnification by the Company or the Operating Partnership or by the Contributor from the Indemnity Holdback Amount, as applicable, under this Article V (as applicable, the “Indemnifying Party”), such Indemnified Party will promptly give written notice (a “Claim Notice”) to the Indemnifying Party (or in the case of the Company Indemnified Parties, to the Equity Holders’ Representative); provided that failure to do so shall not prevent recovery under this AgreementII, except to the extent that such Indemnifying Party is actually and substantially prejudiced by such delay or failure to give notice; provided that the failure to notify the Indemnifying Party shall not relieve it from any liability that it may have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by Law, the Indemnified Party shall deliver to the Indemnifying Party (or in the case of the Company Indemnified Parties, to the Equity Holders’ Representative), promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to a Third Party Claim (defined below), and failure to do so shall prevent recovery an Indemnitee otherwise than under this Agreement to the extent that the Indemnifying Party shall have been materially prejudiced by such failureArticle II.