Common use of Notice of Loss; Third Party Claims Clause in Contracts

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party notice of any matter which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement (a " Notice of Claim "), within 60 days of such determination, stating the amount of the Loss, if known, and method of computation thereof. The Indemnifying Party shall have 10 Business Days after its receipt of a Notice of Claim to respond to the claim(s) described therein in a written notice to the Indemnified Party (a " Dispute Notice ") setting forth, in reasonable detail, the Indemnifying Party's objection(s) to the claim(s) and its bases for such objection(s). If the Indemnifying Party fails to provide a Dispute Notice with such time period, the Indemnifying Party will be deemed to have conceded the claim(s) set forth in the Notice of Claim. If the Indemnifying Party does not dispute, in its Dispute Notice, all of the claims set forth in the corresponding Notice of Claim, the Indemnifying Party shall be deemed to have conceded any claims to which it has not disputed in such Dispute Notice. If the Indemnifying Party provides a Dispute Notice within the required time period, the Indemnified Party and the Indemnifying Party shall negotiate in good faith resolution of the disputed claim(s) for a period of not less than 20 days after receipt by the Indemnified Party of the Dispute Notice. If the Indemnifying Party and the Indemnified Party are unable to resolve any such claim(s) within such time period, the Indemnified Party shall be entitled to pursue any remedies available to the Indemnified Party against the Indemnifying Party with respect to the unresolved claim(s).

Notice of Loss; Third Party Claims. (a) An If a GTY Indemnitee or a OC Holder Indemnitee (the “Indemnified Party”) intends to make claim for Losses under this Article 7, then the Indemnified Party shall give the party or parties obligated to provide indemnification pursuant to this Article 7 (the “Indemnifying Party Party”) written notice (a “Breach Notice”) of any matter such Indemnifiable Matter which an the Indemnified Party has determined has given or could would give rise to a right of indemnification under this Agreement within thirty (a " Notice of Claim "), within 60 30) days of such determination, stating setting forth (i) a brief description of the nature of the Indemnifiable Matter, (ii) the underlying representation, warranty, covenant or agreement alleged to have been breached and the facts then known as it relates to the Indemnifiable Matter, (iii) the total amount of the Lossactual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith), if knownknown and quantifiable; provided, and method however, that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from its obligations under this Article 7, except to the extent that such failure shall have materially adversely affected the ability of computation thereofthe Indemnifying Party to defend against or reduce its or the Indemnified Party’s liability. The Indemnifying Party shall have 10 Business Days thirty (30) days after its receipt of a the Breach Notice of Claim to respond to dispute the claim(s) described therein in a written notice to the Indemnified Party (a " Dispute Notice ") setting forth, in reasonable detail, the Indemnifying Party's objection(s) to the claim(s) and its bases for such objection(s). If the Indemnifying Party fails to provide a Dispute Notice with such time period, the Indemnifying Party will be deemed to have conceded the claim(s) set forth in the Notice of Claim. If the Indemnifying Party does not dispute, in its Dispute Notice, all contents of the claims set forth in the corresponding Notice of Claim, the Indemnifying Party shall be deemed to have conceded any claims to which it has not disputed in such Dispute Breach Notice. If the Indemnifying Party provides a Dispute Notice within the required time period, the Indemnified Party and the Indemnifying Party shall negotiate in good faith resolution of the disputed claim(s) for a period of not less than 20 days after receipt by the Indemnified Party of the Dispute Notice. If the Indemnifying Party and the Indemnified Party are unable to resolve any such claim(sthe disputes to the Breach Notice, if any, within thirty (30) within such time perioddays of the Indemnifying Party’s receipt of the Breach Notice, the Indemnified Party shall be entitled free to pursue any such remedies as may be available to the Indemnified Party against on the Indemnifying Party with respect terms and subject to the unresolved claim(s)provisions of this Agreement.

Notice of Loss; Third Party Claims. (a) An A claim for indemnification for any matter not involving a Third Party Claim may be asserted by written notice to the Party from whom indemnification is sought. Any Action by an Indemnified Party on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) days after the Indemnified Party becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall give describe the Indemnifying Party notice Direct Claim in reasonable detail, shall include copies of any matter which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement (a " Notice of Claim ")all material written evidence thereof and shall indicate the estimated amount, within 60 days of such determinationif reasonably practicable, stating the amount of the Loss, if known, and method of computation thereofLoss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have 10 Business Days thirty (30) days after its receipt of a Notice of Claim such notice to respond in writing to such Direct Claim. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the claim(s) described therein Direct Claim, and whether and to what extent any amount is payable in a written notice respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party (a " Dispute Notice "Party’s premises and personnel and the right to examine and copy any accounts, documents or records) setting forth, in reasonable detail, the Indemnifying Party's objection(s) to the claim(s) and its bases for such objection(s). If as the Indemnifying Party fails to provide a Dispute Notice with such time period, the Indemnifying Party will be deemed to have conceded the claim(s) set forth in the Notice or any of Claimits professional advisors may reasonably request. If the Indemnifying Party does not dispute, in its Dispute Notice, all of the claims set forth in the corresponding Notice of Claimso respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have conceded any claims to rejected such claim, in which it has not disputed in such Dispute Notice. If the Indemnifying Party provides a Dispute Notice within the required time period, the Indemnified Party and the Indemnifying Party shall negotiate in good faith resolution of the disputed claim(s) for a period of not less than 20 days after receipt by the Indemnified Party of the Dispute Notice. If the Indemnifying Party and the Indemnified Party are unable to resolve any such claim(s) within such time period, case the Indemnified Party shall be entitled free to pursue any such remedies as may be available to the Indemnified Party against upon the Indemnifying Party with respect terms and subject to the unresolved claim(s)conditions of this Agreement.

Notice of Loss; Third Party Claims. In the case of any claim, action, arbitration, hearing, legal complaint, investigation, litigation or suit (awhether civil, criminal, administrative) An commenced, brought, conducted or heard by or before, any Governmental Authority or arbitrator (a “Proceeding”) with respect to which an Indemnifying Party is obligated under this Article VII to indemnify an Indemnified Party, the Indemnified Party shall will give prompt written notice thereof to the Indemnifying Party. In the event of any Proceeding asserted by any third party (a “Third-Party Claim”), the Indemnifying Party notice of any matter which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement (a " Notice of Claim "), within 60 days may assume the defense of such determination, stating the amount Third-Party Claim by employment of the Loss, if known, and method of computation thereof. The Indemnifying Party shall have 10 Business Days after its receipt of a Notice of Claim to respond to the claim(s) described therein in a written notice counsel reasonably satisfactory to the Indemnified Party no later than thirty (a " Dispute Notice "30) setting forthdays after the date of the notice. The Indemnified Party shall not admit any liability with respect to, in reasonable detailor settle, compromise or discharge any Third-Party Claim without the Indemnifying Party's objection(s) ’s prior written consent. The Indemnified Party’s delay or failure to the claim(s) and its bases for such objection(s). If the Indemnifying Party fails to provide a Dispute Notice with such time period, notify timely the Indemnifying Party will be deemed not relieve the Indemnifying Party of its obligations under this Article VII, except to have conceded the claim(s) set forth in extent the Notice of Claimdelay has an adverse impact on the Indemnifying Party’s ability to defend against the Proceeding. If the Indemnifying Party does not dispute, in its Dispute Notice, all of assume the claims set forth in the corresponding Notice of Claim, the Indemnifying Party shall be deemed to have conceded any claims to which it has not disputed in such Dispute Notice. If the Indemnifying Party provides a Dispute Notice within the required time perioddefense, the Indemnified Party and may, if it so desires, employ counsel at its own expense. In addition, where the Indemnifying Party shall negotiate in good faith resolution of the disputed claim(s) for named parties to a period of not less than 20 days after receipt by the Indemnified Party of the Dispute Notice. If Proceeding include both the Indemnifying Party and the Indemnified Party are unable to resolve any such claim(s) within such time periodParty, the Indemnified Party shall be entitled to pursue any remedies available to retain its own counsel at the Indemnifying Party’s expense, where the Indemnified Party against has been reasonably advised by counsel that there are conflicts of interest between the Indemnifying Party with respect and the Indemnified Party which make representation by the same counsel not appropriate. A claim for indemnification for any matter not involving a third party may be asserted by notice to the unresolved claim(s)Indemnifying Party; provided, however, that failure to so notify the Indemnifying Party shall not preclude the Indemnified Party from any indemnification which it may claim in accordance with this Article VII.

Notice of Loss; Third Party Claims. (a) An If a GTY Indemnitee or a CX Xxxxxx Indemnitee (the “Indemnified Party”) intends to make a claim for Losses under this Article 7, then the Indemnified Party shall give the party or parties obligated to provide indemnification pursuant to this Article 7 (the “Indemnifying Party Party”) prompt written notice (a “Breach Notice”) of any matter such Indemnifiable Matter which an the Indemnified Party has determined has given or could would give rise to a right of indemnification under this Agreement within thirty (a " Notice of Claim "), within 60 30) days of such determination, stating setting forth (i) a brief description of the nature of the Indemnifiable Matter, (ii) the underlying representation, warranty, covenant or agreement alleged to have been breached and the facts then known as it relates to the Indemnifiable Matter, (iii) the total amount of the Lossactual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith), if knownknown and quantifiable; provided, and method however, that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from its obligations under this Article 7, except to the extent that such failure shall have materially adversely affected the ability of computation thereofthe Indemnifying Party to defend against or reduce its or the Indemnified Party’s liability. The Indemnifying Party shall have 10 Business Days thirty (30) days after its receipt of a the Breach Notice of Claim to respond to dispute the claim(s) described therein in a written notice to the Indemnified Party (a " Dispute Notice ") setting forth, in reasonable detail, the Indemnifying Party's objection(s) to the claim(s) and its bases for such objection(s). If the Indemnifying Party fails to provide a Dispute Notice with such time period, the Indemnifying Party will be deemed to have conceded the claim(s) set forth in the Notice of Claim. If the Indemnifying Party does not dispute, in its Dispute Notice, all contents of the claims set forth in the corresponding Notice of Claim, the Indemnifying Party shall be deemed to have conceded any claims to which it has not disputed in such Dispute Breach Notice. If the Indemnifying Party provides a Dispute Notice within the required time period, the Indemnified Party and the Indemnifying Party shall negotiate in good faith resolution of the disputed claim(s) for a period of not less than 20 days after receipt by the Indemnified Party of the Dispute Notice. If the Indemnifying Party and the Indemnified Party are unable to resolve any such claim(sthe disputes to the Breach Notice, if any, within thirty (30) within such time perioddays of the Indemnifying Party’s receipt of the Breach Notice, the Indemnified Party shall be entitled free to pursue any such remedies as may be available to the Indemnified Party against on the terms and subject to the provisions of this Agreement and the Escrow Agreement. For the avoidance of doubt, any notices to be delivered to the CB Escrow Participants, as collectively the Indemnifying Party with respect Party, shall be delivered to the unresolved claim(s)CB Holders’ Representative, acting on behalf of the CB Escrow Participants.

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party notice of any matter which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement (a " Notice of Claim ")Agreement, promptly after, and in any event within 60 days days, of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The failure to provide notice within such time period, however, shall not release the Indemnifying Party from any of its obligations under this Article IX except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or Liability that it may have 10 Business Days after to any Indemnified Party otherwise than under this Article IX. Except where a claim by the Indemnified Party relates to a Third Party Claim (in which case, the provisions of Section 9.05(b) below will apply, if the Indemnifying Party does not notify the Indemnified Party within 30 days following its receipt of a Notice of Claim to respond to such notice that the claim(s) described therein in a written notice Indemnifying Party disputes its liability to the Indemnified Party (hereunder, such claim specified by the Indemnified Party in such notice shall be conclusively deemed a " Dispute Notice ") setting forthliability of the Indemnifying Party hereunder and, in reasonable detailif the Indemnifying Party is the Purchaser, the Indemnifying Party's objection(s) Party shall pay the amount of such liability to the claim(sIndemnified Party on demand, and if the Indemnifying Party is the Seller, the Indemnifying Party shall pay the amount of such liability to the Indemnified Party as set forth in Section 9.06; provided, however, in the case of any notice in which the amount of the claim (or any portion thereof) and its bases for is estimated, such objection(s)payments shall be made only on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the Indemnifying Party fails has timely disputed its liability with respect to provide a Dispute Notice with such time periodclaim, the Indemnifying Party will be deemed to have conceded the claim(s) set forth in the Notice of Claim. If the Indemnifying Party does not disputeas provided above, in its Dispute Notice, all of the claims set forth in the corresponding Notice of Claim, the Indemnifying Party shall be deemed to have conceded any claims to which it has not disputed in such Dispute Notice. If the Indemnifying Party provides a Dispute Notice within the required time period, the Indemnified Party and the Indemnifying Party shall negotiate in good faith resolution of the disputed claim(s) for a period of not less than 20 days after receipt by the Indemnified Party of the Dispute Notice. If the Indemnifying Party and the Indemnified Party are unable shall proceed in good faith to resolve any negotiate a resolution of such claim(s) within dispute and, if not resolved through negotiations, such time perioddispute shall be resolved pursuant to Sections 11.11 and 11.12 hereof. If the Indemnifying Party agrees that it has an indemnification obligation but asserts that it is obligated to pay a lesser amount than that claimed by the Indemnified Party, the Indemnified Indemnifying Party shall be entitled to pursue any remedies available pay such lesser amount promptly to the Indemnified Party against Party, without prejudice to or waiver of the Indemnifying Party with respect to Indemnified Party’s claim for the unresolved claim(s)difference.

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party notice of any matter which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement (a " Notice of Claim ")Agreement, within 60 30 days of such determination, stating the estimated amount of the LossLosses, if known, and method reasonable detail of computation the basis on which the amount was calculated thereof. The Indemnifying Party shall have 10 Business Days after its receipt of , and containing a Notice of Claim to respond reference to the claim(sprovisions of this Agreement in respect of which such right of indemnification is claimed or arises. With respect to any claim for indemnification for any matter not involving a Third Party Claim, (i) described therein in a written the failure to provide notice to the Indemnified Party (a " Dispute Notice ") setting forth, in reasonable detail, the Indemnifying Party's objection(s) to the claim(s) and its bases for of such objection(s). If claim shall not release the Indemnifying Party fails from any of its obligations under this Article VIII except to provide a Dispute Notice with such time period, the extent that the Indemnifying Party will be deemed to have conceded the claim(sis materially prejudiced by such failure, (ii) set forth in the Notice of Claim. If event the Indemnifying Party does not dispute, in notify the Indemnified Party within 30 days following its Dispute Notice, all receipt of the claims set forth in the corresponding Notice of Claim, such notice that the Indemnifying Party shall be deemed disputes its liability to have conceded any claims to which it has not disputed the Indemnified Party under this Article VIII or the amount thereof, the claim specified by the Indemnified Party in such Dispute Notice. If notice will be conclusively deemed a liability of the Indemnifying Party provides a Dispute Notice within the required time periodunder this Article VIII, the Indemnified Party and the Indemnifying Party will pay the amount of such liability to the Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion of the claim) is estimated, on such later date when the amount of such claim (or such portion of such claim) becomes finally determined, and (iii) if the Indemnifying Party objects in writing to any claim or claims by an Indemnified Party made pursuant to this Section 8.06(a) within 30 days of receiving notice of such claim, then the parties shall negotiate attempt in good faith resolution of the disputed claim(s) for a period of not less than 20 up 45 days after receipt by to agree upon the Indemnified Party rights of the Dispute Notice. If the Indemnifying Party and the Indemnified Party are unable to resolve any such claim(s) within such time period, the Indemnified Party shall be entitled to pursue any remedies available to the Indemnified Party against the Indemnifying Party respective parties with respect to the unresolved claim(s)claim.

Notice of Loss; Third Party Claims. (a) An If a GTY Indemnitee or a eCivis Holder Indemnitee (the “Indemnified Party”) intends to make claim for Losses under this Article 7, then the Indemnified Party shall give the party or parties obligated to provide indemnification pursuant to this Article 7 (the “Indemnifying Party Party”) written notice (a “Breach Notice”) of any matter such Indemnifiable Matter which an the Indemnified Party has determined has given or could would give rise to a right of indemnification under this Agreement within thirty (a " Notice of Claim "), within 60 30) days of such determination, stating setting forth (i) a brief description of the nature of the Indemnifiable Matter, (ii) the underlying representation, warranty, covenant or agreement alleged to have been breached and the facts then known as it relates to the Indemnifiable Matter, (iii) the total amount of the Lossactual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith), if knownknown and quantifiable; provided, and method however, that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from its obligations under this Article 7, except to the extent that such failure shall have materially adversely affected the ability of computation thereofthe Indemnifying Party to defend against or reduce its or the Indemnified Party’s liability. The Indemnifying Party shall have 10 Business Days thirty (30) days after its receipt of a the Breach Notice of Claim to respond to dispute the claim(s) described therein in a written notice to the Indemnified Party (a " Dispute Notice ") setting forth, in reasonable detail, the Indemnifying Party's objection(s) to the claim(s) and its bases for such objection(s). If the Indemnifying Party fails to provide a Dispute Notice with such time period, the Indemnifying Party will be deemed to have conceded the claim(s) set forth in the Notice of Claim. If the Indemnifying Party does not dispute, in its Dispute Notice, all contents of the claims set forth in the corresponding Notice of Claim, the Indemnifying Party shall be deemed to have conceded any claims to which it has not disputed in such Dispute Breach Notice. If the Indemnifying Party provides a Dispute Notice within the required time period, the Indemnified Party and the Indemnifying Party shall negotiate in good faith resolution of the disputed claim(s) for a period of not less than 20 days after receipt by the Indemnified Party of the Dispute Notice. If the Indemnifying Party and the Indemnified Party are unable to resolve any such claim(sthe disputes to the Breach Notice, if any, within thirty (30) within such time perioddays of the Indemnifying Party’s receipt of the Breach Notice, the Indemnified Party shall be entitled free to pursue any such remedies as may be available to the Indemnified Party against on the Indemnifying Party with respect terms and subject to the unresolved claim(s)provisions of this Agreement.

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party notice of any matter which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement (a " “Notice of Claim "Claim”), within 60 sixty (60) days of such determination, stating the amount of the Loss, if known, and method of computation thereof. The Indemnifying Party shall have 10 ten (10) Business Days after its receipt of a Notice of Claim to respond to the claim(s) described therein in a written notice to the Indemnified Party (a " “Dispute Notice "Notice”) setting forth, in reasonable detail, the Indemnifying Party's ’s objection(s) to the claim(s) and its bases for such objection(s). If the Indemnifying Party fails to provide a Dispute Notice with such time period, the Indemnifying Party will be deemed to have conceded the claim(s) set forth in the Notice of Claim. If the Indemnifying Party does not dispute, in its Dispute Notice, all of the claims set forth in the corresponding Notice of Claim, the Indemnifying Party shall be deemed to have conceded any claims to which it has not disputed in such Dispute Notice. If the Indemnifying Party provides a Dispute Notice within the required time period, the Indemnified Party and the Indemnifying Party shall negotiate in good faith resolution of the disputed claim(s) for a period of not less than 20 twenty (20) days after receipt by the Indemnified Party of the Dispute Notice. If the Indemnifying Party and the Indemnified Party are unable to resolve any such claim(s) within such time period, the Indemnified Party shall be entitled to pursue any remedies available to the Indemnified Party against the Indemnifying Party with respect to the unresolved claim(s).

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party prompt notice of any matter which an Indemnified Party has determined has given or could reasonably give rise to a right of claim for indemnification under this Agreement (a " Notice of Claim "), within 60 days of describing in reasonable detail the facts and circumstances with respect to such determinationclaim, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises (such notice a “Claim Notice”). The Indemnifying Party With respect to a breach of any representation or warranty, the Claim Notice must be received on or prior to the date on which the representation or warranty on which such claim is based ceases to survive as set forth in Section 10.01, irrespective of whether the subject matter of such claim or Action shall have 10 Business Days occurred before or after its receipt of a Notice of Claim to respond to the claim(s) described therein in a written notice to the Indemnified Party (a " Dispute Notice ") setting forth, in reasonable detail, the Indemnifying Party's objection(s) to the claim(s) and its bases for such objection(s)date. If the Indemnifying matter is a claim brought by a third party (a “Third Party fails to provide a Dispute Notice with such time period, the Indemnifying Party will be deemed to have conceded the claim(s) set forth in the Notice of Claim. If the Indemnifying Party does not dispute, in its Dispute Notice, all of the claims set forth in the corresponding Notice of Claim”), the Indemnifying Party shall be deemed entitled to have conceded any claims assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to which it has not disputed in such Dispute Notice. If the Indemnifying Party provides a Dispute Notice within the required time period, do so to the Indemnified Party and the Indemnifying Party shall negotiate in good faith resolution within thirty (30) days of the disputed claim(s) for a period receipt of not less than 20 days after receipt by such notice from the Indemnified Party of Party; provided, however, that notwithstanding the Dispute Notice. If the Indemnifying Party and the Indemnified Party are unable to resolve any such claim(s) within such time periodforegoing, the Indemnified Party shall be entitled to pursue assume and control the defense of such Third Party Claim (a) that seeks as a sole or primary remedy an injunction or other equitable relief against the Indemnified Party, (b) that relates to the Purchaser Indemnified Party’s relationship or business dealings with a customer or vendor, in each case which is material to the Company’s business, or (c) if the Indemnifying Party fails to accept the defense of the Third Party Claim within thirty (30) days of the receipt of the notice from the Indemnified Party or it fails to diligently contest the Third Party Claim. If the Indemnifying Party elects to undertake any remedies such defense against a Third Party Claim, the Indemnified Party may participate in such defense at its own expense. The Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party against Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party elects to direct the defense of any such claim or proceeding, (a) the Indemnified Party shall not settle, pay, or permit to be paid, any part of such Third Party Claim unless (i) the Indemnifying Party consents in writing (not to be unreasonably withheld, conditioned or delayed) to such payment, (ii) the Indemnifying Party withdraws from the defense of such Third Party Claim Liability, or (iii) a final judgment from which no appeal may be taken by or on behalf of the Indemnifying Party is entered against the Indemnified Party for such Third Party Claim, and (b) the Indemnifying Party shall not, without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed), enter into any settlement or compromise or consent to the entry of any judgment with respect to such Third Party Claim unless (i) the unresolved claim(s)sole relief provided is monetary damages, there is no finding or admission of any violation of Law in connection therewith and there is no material adverse effect on any other claims that may be made against such Indemnified Party or its Affiliates, (ii) each Indemnified Party that is a party to such Third Party Claim is fully and unconditionally released from liability with respect to such claim, and (iii) such settlement, compromise or resolution will not, in the good faith judgment of the Indemnified Party, be reasonably likely to establish a precedent, custom or practice that is materially adverse to the continuing business interests of the Indemnified Party. If the Indemnified Party assumes the defense of any such claims or proceeding pursuant to this Section 10.05 and proposes to settle such claims or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Indemnified Party shall give the Indemnifying Party prompt written notice thereof and the Indemnifying Party shall have the right to participate in the settlement or assume or reassume the defense of such claims or proceeding pursuant to this Section 10.05.

Notice of Loss; Third Party Claims. (a) An If a Purchaser Indemnified Party or a Company Indemnified Party (an “Indemnified Party”) believes that a matter has occurred that entitles it to indemnification (other than matters covered by Section 6.3(b)), the Indemnified Party shall give the Indemnifying Party notice of any matter which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement (a " Notice of Claim "), within 60 days of such determination, stating the amount of the Loss, if known, and method of computation thereof. The Indemnifying Party shall have 10 Business Days after its receipt of a Notice of Claim to respond to the claim(s) described therein in a prompt written notice to the Indemnified Indemnifying Party (a " Dispute Notice ") setting forth, describing such matter in reasonable detail, the Indemnifying Party's objection(s) to the claim(s) and its bases for such objection(s). If the Indemnifying Party fails to provide a Dispute Notice with such time period, the Indemnifying Party will be deemed to have conceded the claim(s) set forth in the Notice of Claim. If the Indemnifying Party does not dispute, in its Dispute Notice, all of the claims set forth in the corresponding Notice of Claim, the Indemnifying Party shall be deemed to have conceded any claims to which it has not disputed in such Dispute Notice. If the Indemnifying Party provides a Dispute Notice within the required time period, the Indemnified Party and the Indemnifying Party shall negotiate in good faith resolution of the disputed claim(s) for a period of not less than 20 days after receipt by the Indemnified Party of the Dispute Notice. If the Indemnifying Party and the Indemnified Party are unable to resolve any such claim(s) within such time period, the The Indemnified Party shall be entitled to pursue any remedies available give such notice prior to the establishment of the amount of its Losses and to supplement its claim from time to time thereafter by further notices as they are established. The Indemnifying Party shall send a written response to such claim for indemnification within thirty (30) days after receipt of the claim stating its acceptance or objection to the indemnification claim, and explaining its position with respect thereto in reasonable detail (an “Objection Notice”). If such Indemnifying Party does not respond within such thirty (30) day period, it will be deemed to have accepted the Indemnified Party against Party’s indemnification claim as specified in the notice given by the Indemnified Party. If the Indemnifying Party gives a timely Objection Notice, then the parties will negotiate in good faith to attempt to resolve the dispute. Upon the expiration of an additional thirty (30) day period from the date of the Objection Notice or such longer period as to which the Indemnified and Indemnifying Parties may agree, any such dispute shall be submitted to arbitration in Dallas, Texas to a member of the American Arbitration Association mutually appointed by the Indemnified and Indemnifying Parties (or, in the event the Indemnified and Indemnifying Parties cannot agree on a single such member, to a panel of three members selected in accordance with respect the rules of such Association), who shall promptly arbitrate such dispute in accordance with the rules of such Association and report to the unresolved claim(s)parties upon such Disputed Items, and such report shall be final, binding and conclusive on the parties. Judgment upon the award by the arbitrator(s) may be entered in any court having jurisdiction. The prevailing party in any such arbitration may, as determined by the arbitrator or arbitrators in his, her or their discretion, recover from, and have paid by, the other party hereto, all fees and disbursements of such arbitrator or arbitrators and reasonable attorney’s fees, costs and expenses incurred by the prevailing party in such arbitration.

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party prompt notice of any matter which an Indemnified Party has determined has given or could give rise to a right of claim for indemnification under this Agreement (a " Notice of Claim "), within 60 days of describing in reasonable detail the facts and circumstances with respect to such determinationclaim, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The Indemnifying Party With respect to a breach of any representation or warranty, such notice must be received on or prior to the date on which the representation or warranty on which such claim is based ceases to survive as set forth in Section 9.01, irrespective of whether the subject matter of such claim or action shall have 10 Business Days occurred before or after its receipt of a Notice of Claim to respond to the claim(s) described therein in a written notice to the Indemnified Party (a " Dispute Notice ") setting forth, in reasonable detail, the Indemnifying Party's objection(s) to the claim(s) and its bases for such objection(s)date. If the Indemnifying matter is a claim brought by a third party (a “Third Party fails to provide a Dispute Notice with such time period, the Indemnifying Party will be deemed to have conceded the claim(s) set forth in the Notice of Claim. If the Indemnifying Party does not dispute, in its Dispute Notice, all of the claims set forth in the corresponding Notice of Claim”), the Indemnifying Party shall be deemed entitled to have conceded any claims assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to which it has not disputed in do so to the Indemnified Party within thirty (30) days of the receipt of such Dispute Noticenotice from the Indemnified Party. If the Indemnifying Party provides elects to undertake any such defense against a Dispute Notice within the required time periodThird Party Claim, the Indemnified Party may participate in such defense at its own expense. The Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party elects to direct the defense of any such claim or proceeding, the Indemnified Party shall not pay, or permit to be paid, any part of such Third Party Claim unless the Indemnifying Party consents in writing to such payment or unless the Indemnifying Party withdraws from the defense of such Third Party Claim liability or unless a final judgment from which no appeal may be taken by or on behalf of the Indemnifying Party is entered against the Indemnified Party for such Third Party Claim. If the Indemnified Party assumes the defense of any such claims or proceeding pursuant to this Section 9.05 and proposes to settle such claims or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Indemnified Party shall give the Indemnifying Party prompt written notice thereof and the Indemnifying Party shall negotiate have the right to participate in good faith resolution the settlement or assume or reassume the defense of the disputed claim(s) for a period of not less than 20 days after receipt by the Indemnified Party of the Dispute Notice. If the Indemnifying Party and the Indemnified Party are unable to resolve any such claim(s) within such time period, the Indemnified Party shall be entitled to pursue any remedies available to the Indemnified Party against the Indemnifying Party with respect to the unresolved claim(s)claims or proceeding.

Notice of Loss; Third Party Claims. (a) An A claim for indemnification for any matter not involving a Third Party Claim may be asserted by written notice to the Party from whom indemnification is sought. Any Action by an Indemnified Party on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) days after the Indemnified Party becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall give describe the Indemnifying Party notice Direct Claim in reasonable detail, shall include copies of any matter which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement (a " Notice of Claim ")all material written evidence thereof and shall indicate the estimated amount, within 60 days of such determinationif reasonably practicable, stating the amount of the Loss, if known, and method of computation thereofLoss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have 10 Business Days thirty (30) days after its [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. receipt of a Notice of Claim such notice to respond in writing to such Direct Claim. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the claim(s) described therein Direct Claim, and whether and to what extent any amount is payable in a written notice respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party (a " Dispute Notice "Party’s premises and personnel and the right to examine and copy any accounts, documents or records) setting forth, in reasonable detail, the Indemnifying Party's objection(s) to the claim(s) and its bases for such objection(s). If as the Indemnifying Party fails to provide a Dispute Notice with such time period, the Indemnifying Party will be deemed to have conceded the claim(s) set forth in the Notice or any of Claimits professional advisors may reasonably request. If the Indemnifying Party does not dispute, in its Dispute Notice, all of the claims set forth in the corresponding Notice of Claimso respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have conceded any claims to rejected such claim, in which it has not disputed in such Dispute Notice. If the Indemnifying Party provides a Dispute Notice within the required time period, the Indemnified Party and the Indemnifying Party shall negotiate in good faith resolution of the disputed claim(s) for a period of not less than 20 days after receipt by the Indemnified Party of the Dispute Notice. If the Indemnifying Party and the Indemnified Party are unable to resolve any such claim(s) within such time period, case the Indemnified Party shall be entitled free to pursue any such remedies as may be available to the Indemnified Party against upon the Indemnifying Party with respect terms and subject to the unresolved claim(s)conditions of this Agreement.

Notice of Loss; Third Party Claims. (a) An If a GTY Indemnitee or a Bonfire Holder Indemnitee (the “Indemnified Party”) intends to make a claim for Losses under this Article 8, then the Indemnified Party shall give the party or parties obligated to provide indemnification pursuant to this Article 8 (the “Indemnifying Party Party”) written notice (a “Breach Notice”) of any matter such Indemnifiable Matter which an the Indemnified Party has determined has given or could would give rise to a right of indemnification under this Agreement within thirty (a " Notice of Claim "), within 60 30) days of such determination, stating setting forth (i) a brief description of the nature of the Indemnifiable Matter, (ii) the underlying representation, warranty, covenant or agreement alleged to have been breached and the facts then known as it relates to the Indemnifiable Matter, (iii) the total amount of the Lossactual out-of-pocket Loss or the anticipated Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith), if knownknown and quantifiable, and method (iv) a copy of computation thereofall material written evidence of Loss; provided, however, that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from its obligations under this Article 8, except to the extent that such failure shall have materially adversely affected the ability of the Indemnifying Party to defend against or reduce its or the Indemnified Party’s liability. The Indemnifying Party shall have 10 Business Days thirty (30) days after its receipt of a the Breach Notice to dispute the contents of Claim the Breach Notice. The Indemnified Party shall allow the Indemnifying Party to respond investigate the matter or circumstance alleged to give rise to the claim(s) described therein Indemnifiable Matter, and whether and to what extent any amount is payable in a written notice respect of the Indemnifiable Matter and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including reasonable access to the Indemnified Party Party’s premises and personnel during normal business hours, with advance written notice, and in such a manner so as not to interfere with the normal operations of such Indemnified Party, and the right to examine and copy any accounts, documents or records (a " Dispute Notice "not subject to any privilege)) setting forth, in reasonable detail, the Indemnifying Party's objection(s) to the claim(s) and its bases for such objection(s). If as the Indemnifying Party fails to provide a Dispute Notice with such time period, the Indemnifying Party will be deemed to have conceded the claim(s) set forth in the Notice of Claimmay reasonably request. If the Indemnifying Party does not dispute, in its Dispute Notice, all of the claims set forth in the corresponding Notice of Claim, the Indemnifying Party shall be deemed to have conceded any claims to which it has not disputed in such Dispute Notice. If the Indemnifying Party provides a Dispute Notice within the required time period, the Indemnified Party and the Indemnifying Party shall negotiate in good faith resolution of the disputed claim(s) for a period of not less than 20 days after receipt by the Indemnified Party of the Dispute Notice. If the Indemnifying Party and the Indemnified Party are unable to resolve any such claim(sthe disputes to the Breach Notice, if any, within thirty (30) within such time perioddays of the Indemnifying Party’s receipt of the Breach Notice, the Indemnified Party shall be entitled free to pursue any such remedies as may be available to the Indemnified Party against on the Indemnifying Party with respect terms and subject to the unresolved claim(s)provisions of this Agreement.

Notice of Loss; Third Party Claims. (a) An In the event that any written claim or demand for which an Indemnifying Party may have liability to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third Party Claim”), such Indemnified Party shall give promptly, but in no event more than 10 days following such Indemnified Party’s receipt of a Third Party Claim, notify the Indemnifying Party notice in writing of such Third Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third Party Claim), any matter which other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”); provided, however, that the failure to timely give a Claim Notice shall not affect the rights of an Indemnified Party hereunder unless such failure has determined has given materially prejudiced the defenses or could give rise other rights available to a right of indemnification under this Agreement (a " Notice of Claim "), within 60 days of the Indemnifying Party with respect to such determination, stating the amount of the Loss, if known, and method of computation thereofThird Party Claim. The Indemnifying Party shall have 10 Business Days after its receipt 30 days (or such lesser number of a Notice of Claim to respond to the claim(s) described therein in a written notice to the Indemnified Party (a " Dispute Notice ") setting forth, in reasonable detail, the Indemnifying Party's objection(s) to the claim(s) and its bases for such objection(s). If the Indemnifying Party fails to provide a Dispute Notice with such time period, the Indemnifying Party will be deemed to have conceded the claim(s) days set forth in the Claim Notice as may be required by court proceeding in the event of Claim. If a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that the Indemnifying Party does not dispute, in its Dispute Notice, all of the claims set forth in the corresponding Notice of Claim, the Indemnifying Party shall be deemed desires to have conceded any claims to which it has not disputed in such Dispute Notice. If the Indemnifying Party provides a Dispute Notice within the required time period, the Indemnified Party and the Indemnifying Party shall negotiate in good faith resolution of the disputed claim(s) for a period of not less than 20 days after receipt by the Indemnified Party of the Dispute Notice. If the Indemnifying Party and the Indemnified Party are unable to resolve any such claim(s) within such time period, the Indemnified Party shall be entitled to pursue any remedies available to defend the Indemnified Party against the Indemnifying such Third Party with respect to the unresolved claim(s)Claim.

Notice of Loss; Third Party Claims. (a) An If a GTY Indemnitee or a Questica Holder Indemnitee (the “Indemnified Party”) intends to make claim for Losses under this ARTICLE 8, then the Indemnified Party shall give the Party or Parties obligated to provide indemnification pursuant to this ARTICLE 8 (the “Indemnifying Party Party”) written notice (a “Breach Notice”) of any matter such Indemnifiable Matter which an the Indemnified Party has determined has given or could would give rise to a right of indemnification under this Agreement within thirty (a " Notice of Claim "), within 60 30) days of such determination, stating setting forth (i) a brief description of the nature of the Indemnifiable Matter, (ii) the underlying representation, warranty, covenant or agreement alleged to have been breached and the facts then known as it relates to the Indemnifiable Matter, and (iii) the total amount of the Lossactual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith), if knownknown and quantifiable; provided, and method however, that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from its obligations under this ARTICLE 8, except to the extent that such failure shall have materially adversely affected the ability of computation thereofthe Indemnifying Party to defend against or reduce its or the Indemnified Party’s liability. The Indemnifying Party shall have 10 Business Days thirty (30) days after its receipt of a the Breach Notice to dispute the contents of Claim to respond to the claim(s) described therein in a written notice to Breach Notice during which such period the Indemnified Party (a " Dispute Notice ") setting forth, in reasonable detail, the Indemnifying Party's objection(s) to the claim(s) and its bases for such objection(s). If shall provide the Indemnifying Party fails to provide a Dispute Notice with all such time period, information as the Indemnifying Party will be deemed to have conceded may reasonably request and the claim(s) set forth in the Notice of Claim. If Indemnified party shall further provide the Indemnifying Party does not dispute, with reasonable assistance in its Dispute Notice, all of the claims set forth in the corresponding Notice of Claim, the Indemnifying Party shall be deemed to have conceded any claims to which it has not disputed in such Dispute Noticeinvestigation. If the Indemnifying Party provides a Dispute Notice within the required time period, the Indemnified Party and the Indemnifying Party shall negotiate in good faith resolution of the disputed claim(s) for a period of not less than 20 days after receipt by the Indemnified Party of the Dispute Notice. If the Indemnifying Party and the Indemnified Party are unable to resolve any such claim(sthe disputes to the Breach Notice, if any, within thirty (30) within such time perioddays of the Indemnifying Party’s receipt of the Breach Notice, the Indemnified Party shall be entitled free to pursue any such remedies as may be available to the Indemnified Party against on the Indemnifying Party with respect terms and subject to the unresolved claim(s)provisions of this Agreement.

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party prompt notice of any matter which an Indemnified Party has determined has given or could reasonably give rise to a right of claim for indemnification under this Agreement (a " Notice of Claim "), within 60 days of describing in reasonable detail the facts and circumstances with respect to such determinationclaim, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises (such notice a “Claim Notice”). The Indemnifying Party With respect to a breach of any representation or warranty, the Claim Notice must be received on or prior to the date on which the representation or warranty on which such claim is based ceases to survive as set forth in Section 9.01, irrespective of whether the subject matter of such claim or Action shall have 10 Business Days occurred before or after its receipt of a Notice of Claim to respond to the claim(s) described therein in a written notice to the Indemnified Party (a " Dispute Notice ") setting forth, in reasonable detail, the Indemnifying Party's objection(s) to the claim(s) and its bases for such objection(s)date. If the Indemnifying matter is a claim brought by a third party (a “Third Party fails to provide a Dispute Notice with such time period, the Indemnifying Party will be deemed to have conceded the claim(s) set forth in the Notice of Claim. If the Indemnifying Party does not dispute, in its Dispute Notice, all of the claims set forth in the corresponding Notice of Claim”), the Indemnifying Party shall be deemed entitled to have conceded any claims assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to which it has not disputed in do so to the Indemnified Party within thirty (30) days of the receipt of such Dispute Noticenotice from the Indemnified Party. If the Indemnifying Party provides elects to undertake any such defense against a Dispute Notice within the required time periodThird Party Claim, the Indemnified Party may participate in such defense at its own expense. The Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party elects to direct the defense of any such claim or proceeding, the Indemnified Party shall not settle, pay, or permit to be paid, any part of such Third Party Claim unless the Indemnifying Party consents in writing to such payment or unless the Indemnifying Party withdraws from the defense of such Third Party Claim Liability or unless a final judgment from which no appeal may be taken by or on behalf of the Indemnifying Party is entered against the Indemnified Party for such Third Party Claim. If the Indemnified Party assumes the defense of any such claims or proceeding pursuant to this Section 9.05 and proposes to settle such claims or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Indemnified Party shall give the Indemnifying Party prompt written notice thereof and the Indemnifying Party shall negotiate have the right to participate in good faith resolution the settlement or assume or reassume the defense of the disputed claim(s) for a period of not less than 20 days after receipt by the Indemnified Party of the Dispute Notice. If the Indemnifying Party and the Indemnified Party are unable to resolve any such claim(s) within such time period, the Indemnified Party shall be entitled to pursue any remedies available to the Indemnified Party against the Indemnifying Party with respect to the unresolved claim(s)claims or proceeding.

Notice of Loss; Third Party Claims. (a) An A claim for indemnification for any matter not involving a Third Party Claim may be asserted by written notice to the party from whom indemnification is sought. (b) In the event that any Action shall be instituted or asserted by any third party in respect of which payment may be sought under Sections 9.2 or 9.3 (each, a “Third Party Claim”), the Indemnified Party shall promptly cause written notice of the assertion of any Third Party Claim of which it has knowledge which is covered by this indemnity to be forwarded to the Indemnifying Party. The failure of the Indemnified Party to give reasonably prompt notice of any Third Party Claim shall not release, waive or otherwise affect the Indemnifying Party’s obligations with respect thereto except to the extent that the Indemnifying Party notice of any matter which an Indemnified Party has determined has given or could give rise to is actually prejudiced as a right of indemnification under this Agreement (a " Notice of Claim "), within 60 days result of such determination, stating the amount of the Loss, if known, and method of computation thereoffailure. The Indemnifying Party shall have 10 Business Days after the right, at its receipt of a Notice of Claim sole option and expense, to respond to the claim(s) described therein in a written notice be represented by counsel reasonably acceptable to the Indemnified Party and to defend against, negotiate, settle or otherwise deal with any Third Party Claim which relates to any Losses indemnified by it hereunder; provided, however, that the Indemnifying Party may not assume control of defense to a Third Party Claim (i) involving any criminal proceeding, action, indictment, allegation or investigation, or in which relief other than monetary damages is sought, (ii) involving a " Dispute Notice "purported class action, (iii) setting forthif the Indemnifying Party has not notified the Indemnified Party in writing that it will be liable to indemnify the Indemnified Party with respect to all Losses relating to such Third Party Claim or (iv) if the Third Party Claim relates to Taxes or to the Company Intellectual Property; provided, in reasonable detailfurther, that the Buyer shall control any Third Party Claim involving allegations of infringement of Intellectual Property. In addition, the Indemnifying Party's objection(s) Party may not maintain the defense of a Third Party Claim if it has failed to the claim(s) and its bases for defend such objection(s)Third Party Claim in good faith. If the Indemnifying Party fails elects to provide a Dispute Notice defend against, negotiate, settle or otherwise deal with such time periodany Third Party Claim which relates to any Losses indemnified by it hereunder, it shall within 30 days of receipt of the Indemnifying notice from the Indemnified Party will be deemed (or sooner, if the nature of the Third Party Claim so requires) notify the Indemnified Party of its intent to have conceded the claim(s) set forth in the Notice of Claimdo so. If the Indemnifying Party does elects not disputeto defend against, in its Dispute Noticenegotiate, all settle or otherwise deal with any Third Party Claim which relates to any Losses indemnified against hereunder, or is not permitted to assume the defense of a Third Party Claim pursuant to the claims set forth in proviso to the corresponding Notice third sentence of this Section 9.5(b), the Indemnified Party may defend against, negotiate, settle or otherwise deal with such Third Party Claim, subject to the Indemnifying Party shall be deemed to have conceded any claims to which it has not disputed in such Dispute Noticeprovisions below. If the Indemnifying Party provides shall assume the defense of any Third Party Claim pursuant to the terms of this Agreement, the Indemnified Party may participate, at his or its own expense, in the defense of such Third Party Claim; provided, however, that such Indemnified Party shall be entitled to participate in any such defense with separate counsel at the expense of the Indemnifying Party if (A) so requested by the Indemnifying Party to participate or (B) in the reasonable opinion of outside counsel to the Indemnified Party a Dispute Notice within the required time period, conflict or potential conflict exists between the Indemnified Party and the Indemnifying Party shall negotiate in good faith resolution of the disputed claim(s) for a period of not less than 20 days after receipt by the Indemnified Party of the Dispute Notice. If that would make such separate representation advisable; and provided, further, that the Indemnifying Party and the Indemnified Party are unable shall not be required to resolve pay for more than one such counsel (plus any such claim(s) within such time period, the Indemnified Party shall be entitled to pursue any remedies available to the Indemnified Party against the Indemnifying Party with respect to the unresolved claim(s).appropriate local 112

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party notice of any matter which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement (a " "Notice of Claim Claim"), within 60 days of such determination, stating the amount of the Loss, if known, and method of computation thereof. The Indemnifying Party shall have 10 Business Days after its receipt of a Notice of Claim to respond to the claim(s) described therein in a written notice to the Indemnified Party (a " "Dispute Notice Notice") setting forth, in reasonable detail, the Indemnifying Party's objection(s) to the claim(s) and its bases for such objection(s). If the Indemnifying Party fails to provide a Dispute Notice with such time period, the Indemnifying Party will be deemed to have conceded the claim(s) set forth in the Notice of Claim. If the Indemnifying Party does not dispute, in its Dispute Notice, all of the claims set forth in the corresponding Notice of Claim, the Indemnifying Party shall be deemed to have conceded any claims to which it has not disputed in such Dispute Notice. If the Indemnifying Party provides a Dispute Notice within the required time period, the Indemnified Party and the Indemnifying Party shall negotiate in good faith resolution of the disputed claim(s) for a period of not less than 20 days after receipt by the Indemnified Party of the Dispute Notice. If the Indemnifying Party and the Indemnified Party are unable to resolve any such claim(s) within such time period, the Indemnified Party shall be entitled to pursue any remedies available to the Indemnified Party against the Indemnifying Party with respect to the unresolved claim(s).

Notice of Loss; Third Party Claims. (a) An As promptly as practicable after making such determination with respect to any such matter, an Indemnified Party shall give the Indemnifying Party notice of any matter which that an Indemnified Party has determined has given or could would reasonably be expected to give rise to a right of indemnification under this Agreement Agreement; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII, except to the extent that the Indemnifying Party is actually and materially prejudiced by such failure. If an Indemnified Party shall receive notice of any Action, demand or assessment from a third party (each, a " Notice of Claim ")“Third Party Claim”) against it or which may give rise to a claim for indemnification under this Article VIII, within 60 thirty (30) days of the receipt of such determinationnotice, stating the amount Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided, however, that the Lossfailure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII, if known, except to the extent that the Indemnifying Party is actually and method of computation thereofmaterially prejudiced by such failure. The Indemnifying Party shall have 10 Business Days be entitled to assume and control the defense of such Third Party Claim at its expense and (after consultation with the Indemnified Party) through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within thirty (30) days of the receipt of a Notice notice from the Indemnified Party of Claim such Third Party Claim, and, in such cases, if the Indemnified Party desires to respond participate in any such defense, notwithstanding anything contained herein, it may do so at its sole cost and expense, and the Indemnifying Party shall not be liable to the claim(sIndemnified Party for legal expenses incurred by the Indemnified Party in connection with such participation (it being understood, however, that the Indemnifying Party shall control such defense). If the Indemnified Party shall have been advised by counsel that there are actual or potential conflicting interests between the Indemnifying Party and the Indemnified Party that would make it inappropriate for the same counsel to represent both the Indemnified Party and the Indemnifying Party with respect to such Third Party Claim, then the Indemnified Party shall be entitled to retain its own counsel at the expense of the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim (but the fees and expenses of counsel incurred by the Indemnified Party in defending such Third Party Claim shall nonetheless be considered Losses for purposes of this Agreement) described therein if the Third Party Claim (i) seeks an order, injunction, equitable relief or other relief other than money damages against the Indemnified Party that cannot reasonably be separated from any related claim for money damages; (ii) involves a Governmental Authority; or (iii) relates to, or arises out of, any criminal action. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, (x) the Indemnified Party shall be kept apprised of all material developments and may participate in a written such defense; (y) the Indemnifying Party shall not withdraw from the defense of such Third Party Claim without providing advance notice to the Indemnified Party reasonably sufficient to allow the Indemnified Party to prepare to reassume the defense of such Third Party Claim; and (a " Dispute Notice "z) setting forth, in reasonable detail, the Indemnifying Party's objection(s) Party shall conduct the defense of the Third Party Claim actively and diligently, including (subject to the claim(slimitations on indemnification in this Agreement) and its bases for the posting of bonds or other security required in connection with the defense of such objection(s)Third Party Claim. If the Indemnifying Party fails to provide a Dispute Notice with such time periodactively and diligently prosecute the Third Party Claim (including by withdrawing or threatening to withdraw from the defense thereof), then the Indemnified Party shall have the right to defend against the Third Party Claim at the sole cost and expense of the Indemnifying Party will be deemed to have conceded the claim(s) set forth in the Notice of Claim. If the Indemnifying Party does not disputeParty, in its Dispute Notice, all with counsel of the claims set forth in the corresponding Notice of Claim, the Indemnified Party’s choosing. The Indemnifying Party shall be deemed to have conceded not admit any claims to which it has not disputed in such Dispute Notice. If the Indemnifying liability with respect to, or settle, compromise or discharge, any Third Party provides a Dispute Notice within the required time period, Claim without the Indemnified Party and the Indemnifying Party shall negotiate in good faith resolution of the disputed claim(s) for a period of not less than 20 days after receipt by the Indemnified Party of the Dispute Notice. If the Indemnifying Party and the Indemnified Party are unable to resolve any such claim(s) within such time periodParty’s prior written consent; provided, that, the Indemnified Party shall be entitled agree to pursue any remedies available to settlement or compromise of any claim or demand that the Indemnifying Party may recommend (A) that provides for a full and unconditional release of the Indemnified Party in respect of such claim or demand, (B) that does not impose injunctive or other equitable relief against the Indemnified Party or a finding or admission of any responsibility or guilt of the Indemnified Party, (C) if the Indemnifying Party has agreed in writing that such Third Party Claim is the subject of indemnity hereunder; and (D) for which the outcome of such settlement or compromise would reasonably be expected to not materially and adversely affect the ability of the Indemnified Party or its Affiliates to conduct their respective businesses or any of their reputation or relationship with material suppliers or customers. The Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying Party’s prior written consent (not to the unresolved claim(sbe unreasonably withheld, delayed or conditioned).

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall promptly give the Indemnifying Party written notice in reasonable detail of any matter which an Indemnified Party has determined has given given, or could give is reasonably expected to give, rise to a right of indemnification under this Agreement (such notice, a " Notice of “Claim "Notice”), within 60 days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that any such Claim Notice need only specify such information to the knowledge of the Indemnified Party as of the date of such Claim Notice and shall not limit or prejudice any of the rights or remedies of any Indemnified Party on the basis of any limitations on the information included in such Claim Notice, including any such limitations made in good faith to preserve the attorney-client privilege, work product doctrine or any other privilege; provided, further, that failure to promptly provide such Claim Notice shall not limit the obligation of the Indemnifying Party under this Agreement except to the extent such Indemnifying Party is adversely prejudiced thereby. (b) Subject to Section 10.4(e), if an Indemnified Party shall receive notice from a third party of any Action, audit, demand or assessment against it (each, a “Third-Party Claim”), which could give rise to a claim for Loss under this Agreement, the Indemnified Party shall promptly give the Indemnifying Party written notice in reasonable detail of such Third-Party Claim, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises, together with copies of all notices and documents served on or received by the Indemnified Party and its Representatives in respect thereof. A failure by the Indemnified Party to give notice in a timely manner pursuant to this Section 10.5(b) shall not limit the obligation of the Indemnifying Party under this Agreement, except (i) to the extent such Indemnifying Party is adversely prejudiced thereby; or (ii) to the extent expenses are incurred during the period in which notice was not provided which expenses would not have been incurred had the notice been timely given. The Indemnifying Party shall have 10 Business Days after be entitled to assume and control the defense of such Third-Party Claim at its receipt expense and through counsel of a Notice of Claim to respond its choice that is reasonably satisfactory to the claim(s) described therein in a written Indemnified Party, if it gives notice of its intention to do so to the Indemnified Party within thirty (a " Dispute Notice "30) setting forthdays of the receipt of such notice from the Indemnified Party; provided, in reasonable detailhowever, that such Indemnifying Party shall not have the Indemnifying right to control the defense of any Third-Party Claim (i) that seeks any injunctive or other equitable relief or involves any criminal allegations against the Indemnified Party's objection(s, or (ii) to the claim(s) and its bases for such objection(s). If if the Indemnifying Party fails to provide is a Dispute Notice with Seller, (A) that has been brought by or on behalf of any customer or supplier of the Business or (B) in respect of which an Indemnified Party is seeking recovery from the RWI Policy if the insurer has assumed or is controlling the defense of such time period, the Indemnifying Third-Party will be deemed to have conceded the claim(s) set forth in the Notice of Claim. If the Indemnifying Party does not dispute, in its Dispute Notice, all of the claims set forth in the corresponding Notice of elects to undertake any such defense against a Third-Party Claim, the Indemnifying Party shall be deemed to have conceded any claims to which it has not disputed in such Dispute Notice. If the Indemnifying Party provides a Dispute Notice within the required time period, the Indemnified Party and may participate in such defense at its own expense. The Indemnified Party shall cooperate with the Indemnifying Party shall negotiate in good faith resolution of the disputed claim(s) for a period of not less than 20 days after receipt by the Indemnified Party of the Dispute Notice. If the Indemnifying Party such defense and the Indemnified Party are unable to resolve any such claim(s) within such time period, the Indemnified Party shall be entitled to pursue any remedies make available to the Indemnified Party against Indemnifying Party, at the Indemnifying Party with respect to Party’s expense, all witnesses, pertinent records, materials and information in the unresolved claim(s).Indemnified Party’s possession or under the Indemnified Party’s

Notice of Loss; Third Party Claims. (a) An If a GTY Indemnitee or a Sherpa Holder Indemnitee (the “Indemnified Party”) intends to make claim for Losses under this Article 8, then the Indemnified Party shall give the party or parties obligated to provide indemnification pursuant to this Article 8 (the “Indemnifying Party Party”) written notice (a “Breach Notice”) of any matter such Indemnifiable Matter which an the Indemnified Party has determined has given or could would give rise to a right of indemnification under this Agreement within thirty (a " Notice of Claim "), within 60 30) days of such determination, stating setting forth (i) a brief description of the nature of the Indemnifiable Matter, (ii) the underlying representation, warranty, covenant or agreement alleged to have been breached and the facts then known as it relates to the Indemnifiable Matter, (iii) the total amount of the Lossactual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith), if knownknown and quantifiable; provided, and method however, that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from its obligations under this Article 8, except to the extent that such failure shall have materially adversely affected the ability of computation thereofthe Indemnifying Party to defend against or reduce its or the Indemnified Party’s liability. The Indemnifying Party shall have 10 Business Days thirty (30) days after its receipt of a the Breach Notice of Claim to respond to dispute the claim(s) described therein in a written notice to the Indemnified Party (a " Dispute Notice ") setting forth, in reasonable detail, the Indemnifying Party's objection(s) to the claim(s) and its bases for such objection(s). If the Indemnifying Party fails to provide a Dispute Notice with such time period, the Indemnifying Party will be deemed to have conceded the claim(s) set forth in the Notice of Claim. If the Indemnifying Party does not dispute, in its Dispute Notice, all contents of the claims set forth in the corresponding Notice of Claim, the Indemnifying Party shall be deemed to have conceded any claims to which it has not disputed in such Dispute Breach Notice. If the Indemnifying Party provides a Dispute Notice within the required time period, the Indemnified Party and the Indemnifying Party shall negotiate in good faith resolution of the disputed claim(s) for a period of not less than 20 days after receipt by the Indemnified Party of the Dispute Notice. If the Indemnifying Party and the Indemnified Party are unable to resolve any such claim(sthe disputes to the Breach Notice, if any, within thirty (30) within such time perioddays of the Indemnifying Party’s receipt of the Breach Notice, the Indemnified Party shall be entitled free to pursue any such remedies as may be available to the Indemnified Party against on the Indemnifying Party with respect terms and subject to the unresolved claim(s)provisions of this Agreement.