Common use of Notification of Claims Clause in Contracts

Notification of Claims. (a) Any Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”) shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any claim in respect of which indemnity may be sought hereunder, including any pending or threatened claim or demand by a third party that the Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party) (each, a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Agreement except to the extent that the Indemnifying Party is materially prejudiced by such failure. The parties agree that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 6.1 for such representation, warranty, covenant or agreement; provided, that if, prior to such applicable date, a party hereto shall have notified the other parties hereto in accordance with the requirements of this Section 5.3(a) of a claim for indemnification under this Agreement (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable date.

Notification of Claims. (a) Any A Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”) ), shall promptly notify the party or parties liable for such indemnification hereunder (the “Indemnifying Party”) in writing of any claim in respect of which indemnity may be sought hereunder, including any pending or threatened claim or demand by a third party that the Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party) (each, such claim being a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Agreement Article IX except to the extent that the Indemnifying Party is materially prejudiced by such failure. The parties agree , it being understood that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 6.1 9.01 for such representation, warranty, covenant or agreement; provided. Within forty-five (45) days after its receipt of the Third Party Claim notice (the “Third Party Claim Response Period”), that ifthe Indemnifying Party shall give notice to the Indemnified Party, prior in writing, either acknowledging or denying its obligations to such applicable date, a party hereto shall have notified the other parties hereto in accordance with the requirements of this Section 5.3(a) of a claim for indemnification indemnify and defend under this Agreement (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable dateArticle IX.

Notification of Claims. (a) Any Person that may be entitled to be indemnified under this Agreement Article 5 (the “Indemnified Party”) shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any claim in respect of which indemnity may be sought hereunder, including any pending or threatened claim or demand by a third party that the Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party) (each, a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Agreement except to the extent that the Indemnifying Party is materially prejudiced by such failure. The parties Parties agree that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 6.1 for such representation, warranty, covenant or agreement; provided, that if, prior to such applicable date, a party Party hereto shall have notified the other parties Party hereto in accordance with the requirements of this Section 5.3(a) of a claim for indemnification under this Agreement (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable date.

Notification of Claims. (a) Any Person that may be entitled to be indemnified under this Agreement Article 5 (the “Indemnified Party”) shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any claim in respect of which indemnity may be sought hereunder, including any pending or threatened claim or demand by a third party that the Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party) (each, a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Agreement except to the extent that the Indemnifying Party is materially prejudiced by such failure. The parties agree that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 6.1 for such representation, warranty, covenant or agreement; provided, that if, prior to such applicable date, a party hereto shall have notified the other parties hereto in accordance with the requirements of this Section 5.3(a) of a claim for indemnification under this Agreement (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable date.

Notification of Claims. (a) Any Person that may be entitled to be indemnified under Section 5.1 of this Agreement (the “Indemnified Party”) shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any claim in respect of which indemnity may be sought hereunder, including any pending or threatened claim or demand by a third party that the Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party) (each, a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Agreement except to the extent that the Indemnifying Party is materially prejudiced by such failure. The parties agree that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 6.1 for such representation, warranty, covenant or agreement; provided, that if, prior to such applicable date, a party hereto shall have notified the other parties hereto in accordance with the requirements of this Section 5.3(a) of a claim for indemnification under this Agreement (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable date.

Notification of Claims. (a) Any Person that may be entitled to be indemnified under this Agreement The Party seeking indemnification hereunder (the “"Indemnified Party”") shall promptly notify the party or parties liable for such indemnification other Party (the “"Indemnifying Party”") in writing of any asserted claim in respect of as soon as practicable. Failure to provide such notice, which indemnity may be sought hereunder, including any pending or threatened claim or demand by a third party that substantially prejudices the Indemnified Party has determined has given or could reasonably give rise Indemnifying Party's ability to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party) (each, a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of defend such claim or demand; action, may invalidate any obligation of indemnification. The Indemnified Party must authorize and permit the Indemnifying Party to exercise sole control of the defense and disposition of any claim or action, including all decisions related to litigation, appeal or settlement, provided, however, that the failure to provide such notice Indemnifying Party shall not release settle any claims or action that would be deemed to confess wrongdoing on the part of the Indemnified Party without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, the Indemnified Party shall nevertheless be entitled to retain separate counsel at its own cost to participate in such matter; however, the Indemnifying Party from any of its obligations under this Agreement except shall have sole case management authority. Each Party hereto shall cooperate with the other in every reasonable way to facilitate the extent that the Indemnifying Party is materially prejudiced by such failure. The parties agree that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration defense of any applicable survival period specified in Section 6.1 for such representation, warranty, covenant or agreement; provided, that if, prior to such applicable date, a party hereto shall have notified the other parties hereto in accordance with the requirements of this Section 5.3(a) of a claim for indemnification under this Agreement (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable date.

Notification of Claims. (a) Any A Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”) shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any claim in respect of which indemnity may be sought hereunderunder this Article X, including any pending or threatened claim claim, demand, notice or demand other communication by a third party (including any Governmental Authority) that the Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Agreement (including a pending or threatened claim claim, demand, notice or demand other communication asserted by a third party against the Indemnified Party) (each, a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Agreement Article X except to the extent that such failure actually prejudices the defense of such claim by the Indemnifying Party. Any indemnifiable claim that is not a Third Party is materially prejudiced Claim shall be asserted by such failurewritten notice to the Indemnifying Party. The parties agree that (i) in this Article X they intend to shorten (in the case of the limited survival periods specified in Section 10.01) and lengthen (in the case of the indefinite survival periods specified in Section 10.01) (as the case may be) the applicable statute of limitations period with respect to certain claims; (ii) notices for claims in respect of a breach of a representation, warranty, covenant representation or agreement warranty must be delivered prior to the expiration of any applicable survival period specified in Section 6.1 10.01 for such representation, representation or warranty, covenant or agreement; and (iii) any claims for indemnification for which notice is not timely delivered in accordance with this Section 10.04(a) shall be expressly barred and are hereby waived; provided, further, that if, prior to such applicable date, a party hereto shall have notified the other parties party hereto in accordance with the requirements of this Section 5.3(a10.04(a) of a claim for indemnification under this Agreement Article X (whether or not formal legal action Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement Article X notwithstanding the passing of such applicable datedate until such time as such claim is fully and finally resolved.

Notification of Claims. (a) Any Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”) Buyer shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) Seller in writing of any claim in respect of which indemnity may be sought hereunderunder this Article 5, including any pending or threatened claim or demand by a third party that the Indemnified Party Xxxxx has determined has given or could reasonably give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified PartyBuyer) (each, a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Indemnifying Party Seller from any of its obligations under this Agreement Article 5, except to the extent that the Indemnifying Party Seller is materially prejudiced by such failure. The parties agree that (i) notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 6.1 5.1 for such representation, warranty, covenant or agreementagreement and (ii) any claims for indemnification for which notice is not timely delivered in accordance with this Section 5.3(a) shall be expressly barred and are hereby waived; provided, further, that if, prior to such applicable date, a party hereto Buyer shall have notified the other parties hereto Seller in accordance with the requirements of this Section 5.3(a) of a claim for indemnification under this Agreement Article 5 (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement Article 5 notwithstanding the passing of such applicable date.

Notification of Claims. (a) Any If any Claim contemplated by this Section 10 is asserted against any one or more of the Indemnified Persons, such Indemnified Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”) shall promptly will notify the party or parties liable for such indemnification (the “Indemnifying Party”) Corporation promptly in writing of any claim in respect of which indemnity may be sought hereunder, including any pending or threatened claim or demand by a third party that the Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party) (each, a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter nature of such claim or demandClaim and the Corporation shall be entitled (but not required) to assume the defence of any suit brought to enforce such Claim; provided, however, that the failure defence shall be conducted through legal counsel acceptable to provide the Indemnified Person, acting reasonably, that no settlement of any such notice Claim may be made by the Corporation or the Indemnified Person without the prior written consent of the other party and the Corporation shall not release be liable for any settlement of any such Claim unless it has consented in writing to such settlement, such consent not to be unreasonably withheld. The omission to so notify the Indemnifying Party from Indemnitor shall not relieve the Indemnitor of any of its obligations under this Agreement liability which the Indemnitor may have to an Indemnified Person except only to the extent that any such delay in giving or failure to give notice as herein required materially prejudices the Indemnifying Party is materially prejudiced by defence of such failureClaim or results in any material increase in the liability under this indemnity which the Indemnitor would otherwise have incurred had such Indemnified Person not so delayed in giving, or failed to give, the notice required under this Agreement. The parties agree that notices for claims Each party shall throughout the course thereof provide copies of all relevant documentation to the other party and will keep such other party advised of all discussions and significant actions proposed in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 6.1 for such representation, warranty, covenant or agreement; provided, that if, prior to such applicable date, a party hereto shall have notified the other parties hereto in accordance with the requirements of this Section 5.3(a) of a claim for indemnification under this Agreement (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable datethereof.

Notification of Claims. (a) Any Person In the event that may be any Party entitled to be indemnified under indemnification pursuant to this Agreement (the “Indemnified Party”) shall promptly notify the party or parties liable proposes to make any claim for such indemnification indemnification, the Indemnified Party will deliver to the indemnifying Party (the “Indemnifying Party”), which delivery with respect to the Losses arising from breaches of representations and warranties will be on or prior to the date upon which the applicable representations and warranties expire pursuant to Section 9.1(a) hereof, a signed certificate, which certificate will (i) state that Losses have been incurred or that a claim has been made for which Losses may be incurred, (ii) specify the sections of this Agreement under which such claim is made and (iii) specify in writing reasonable detail each individual item of Loss or other claim including the amount thereof and the date such Loss was incurred. In addition, each Indemnified Party will give notice to the Indemnifying Party within thirty (30) days of its receipt of service of any claim in respect of which indemnity may be sought hereunder, including any pending suit or threatened claim or demand proceeding initiated by a third party that the Indemnified Party has determined has given or could reasonably give rise which pertains to a right of matter for which indemnification under this Agreement may be sought (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party) (each, a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide give such notice shall will not release relieve the Indemnifying Party from any of its obligations under this Agreement except to the extent that hereunder if the Indemnifying Party is materially has not been prejudiced by such failure. The parties agree that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 6.1 for such representation, warranty, covenant or agreement; provided, that if, prior to such applicable date, a party hereto shall have notified the other parties hereto in accordance with the requirements of this Section 5.3(a) of a claim for indemnification under this Agreement (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable datethereby.

Notification of Claims. (a) Any Person that may be entitled to be indemnified under this Agreement (the “If any Claim is asserted against any Indemnified Party”) shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any claim Party in respect of which indemnity may indemnification is or might reasonably be sought hereunderconsidered to be provided, including any pending or threatened claim or demand by a third party that the such Indemnified Party has determined has given or could reasonably give rise to a right of will notify the Company and the Selling Shareholder, as applicable based on whether the Company and/or the Selling Shareholder are bound by indemnification obligations under this Agreement (including a pending or threatened claim or demand Section 17.1 in connection with such asserted by a third party against the Indemnified PartyClaim) (eachas applicable, a the “Third Party ClaimRelevant Indemnifiers”), describing in reasonable detail as soon as possible of the facts nature of such Claim (but omission or delay to so notify the Relevant Indemnifiers of any potential Claim shall not relieve the Relevant Indemnifier from any liability which it or they may have to any Indemnified Party and circumstances with respect any omission to so notify the Relevant Indemnifiers of any actual Claim shall affect the Relevant Indemnifiers’ liability only to the subject matter extent that it is (they are) materially prejudiced by such omission or delay). The Relevant Indemnifiers shall assume the defence of any suit brought to enforce such claim or demandClaim; provided, however, that the defence shall be conducted through legal counsel reasonably acceptable to the Indemnified Party, and provided that no settlement of any such Claim or admission of liability may be made by the Relevant Indemnifiers without the prior written consent of the Indemnified Parties, or unless such settlement, compromise or judgment: (i) includes an unconditional release of each Indemnified Party from all liability arising out of such Claim; and (ii) does not include a statement as to or an admission of fault, culpability or failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Agreement except to the extent that the Indemnifying Party is materially prejudiced act, by such failure. The parties agree that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration on behalf of any applicable survival period specified in Section 6.1 for such representation, warranty, covenant or agreement; provided, that if, prior to such applicable date, a party hereto shall have notified the other parties hereto in accordance with the requirements of this Section 5.3(a) of a claim for indemnification under this Agreement (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable dateIndemnified Party.

Notification of Claims. Subject to the provisions of Section 8.6, which shall apply to any Tax Claims, if any Purchaser Indemnified Party or Seller Indemnified Party (a) Any Person that may be entitled to be indemnified under this Agreement (the each, an “Indemnified Party”) shall promptly notify asserts that a Party has become obligated to the party Indemnified Party pursuant to Section 7.1 or parties liable for such indemnification Section 7.2 above (the as so obligated, an “Indemnifying Party”) in writing of ), or if any suit, action, investigation, claim in respect or proceeding is begun, made or instituted as a result of which indemnity the Indemnifying Party may be sought hereunder, including any pending or threatened claim or demand by a third party that become obligated to the Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against hereunder, the Indemnified Party shall notify the Indemnifying Party promptly and shall cooperate with the Indemnifying Party) (each, a “Third Party Claim”)at the Indemnifying Party’s expense, describing in reasonable detail the facts and circumstances with respect to the subject matter extent reasonably necessary for the resolution of such claim or demand; providedin the defense of such suit, howeveraction or proceeding, that including making available any information, documents and things in the possession of the Indemnified Party. Notwithstanding the foregoing notice requirement, the right to indemnification hereunder shall not be affected by any failure to provide such give, or delay in giving, notice shall not release unless, and only to the extent that, the rights and remedies of the Indemnifying Party from any of its obligations under this Agreement except to the extent that the Indemnifying Party is materially prejudiced by such failure. The parties agree that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 6.1 for such representation, warranty, covenant or agreement; provided, that if, prior to such applicable date, a party hereto shall have notified the other parties hereto in accordance with the requirements of this Section 5.3(a) of a claim for indemnification under this Agreement (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing materially prejudiced as a result of such applicable datefailure or delay.

Notification of Claims. (a) Any Person that may be entitled The Party wishing to be indemnified under this Agreement seek indemnification hereunder (the “"Indemnified Party”") shall promptly notify the party or parties liable for such Party against whom indemnification is sought (the “"Indemnifying Party”") in writing of any asserted claim in respect within fourteen (14) days of either discovery of the occurrence upon which indemnity the claim may be sought hereunderbased or learning of the claim, including any pending or threatened claim or demand by a third party that whichever occurs first. Failure to provide such notice, which substantially prejudices the Indemnified Party has determined has given or could reasonably give rise Indemnifying Party's ability to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party) (each, a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of defend such claim or demand; action, may invalidate any obligation of indemnification. The Indemnified Party must authorize and permit the Indemnifying Party to exercise sole control of the defense and disposition of any claim or action, including all decisions related to litigation, appeal or settlement, provided, however, that the failure to provide such notice Indemnifying Party shall not release settle any claims or action that would be deemed to confess wrongdoing on the part of the Indemnified Party without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, the Indemnified Party shall nevertheless be entitled to retain separate counsel at its own cost to participate in such matter; however, the Indemnifying Party from any of its obligations under this Agreement except shall have sole case management authority. Each Party hereto shall cooperate with the other in every reasonable way to facilitate the extent that the Indemnifying Party is materially prejudiced by such failure. The parties agree that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration defense of any applicable survival period specified in Section 6.1 for such representation, warranty, covenant or agreement; provided, that if, prior to such applicable date, a party hereto shall have notified the other parties hereto in accordance with the requirements of this Section 5.3(a) of a claim for indemnification under this Agreement (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable date.

Notification of Claims. (a) Any Person In the event that may be any party entitled to be indemnified under indemnification pursuant to this Agreement (the “"Indemnified Party”") shall promptly notify the party or parties liable proposes to make any claim for such indemnification (the “Indemnifying Party”) in writing of any claim in respect of which indemnity may be sought hereunderindemnification, including any pending or threatened claim or demand by a third party that the Indemnified Party has determined has given or could reasonably give rise shall deliver to a right of indemnification under this Agreement the indemnifying party (including a pending or threatened claim or demand asserted by a third party against the Indemnified "Indemnifying Party) (each, a “Third Party Claim”"), describing in reasonable detail the facts and circumstances which delivery with respect to the subject matter Losses arising from breaches of representations and warranties shall be on or prior to the date upon which the applicable representations and warranties expire pursuant to Section 9.1 hereof, a signed certificate, which certificate shall (i) state that Losses have been incurred or that a claim has been made for which Losses may be incurred, (ii) specify the sections of this Agreement under which such claim is made and (iii) specify in reasonable detail each individual item of Loss or demandother claim including the amount thereof and the date such Loss was incurred. In addition, each Indemnified Party shall give notice to the Indemnifying Party within ten (10) days of its receipt of service of any suit or proceeding which pertains to a matter for which indemnification may be sought; provided, however, that the failure to provide give such notice shall not release relieve the Indemnifying Party from any of its obligations under this Agreement except to the extent that hereunder if the Indemnifying Party is materially has not been prejudiced by such failure. The parties agree that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 6.1 for such representation, warranty, covenant or agreement; provided, that if, prior to such applicable date, a party hereto shall have notified the other parties hereto in accordance with the requirements of this Section 5.3(a) of a claim for indemnification under this Agreement (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable datethereby.

Notification of Claims. (a) Any A Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”) shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any claim in respect of which indemnity may be sought hereunderunder this Article XI, including any pending or threatened claim or demand by a third party that the Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified PartyParty whether by litigation, arbitration or otherwise) (each, a “Third Party Claim”), describing in reasonable detail the facts and 183 circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Agreement Article XI except to the extent that such failure materially prejudices the defense of such claim by the Indemnifying Party. Any indemnifiable claim that is not a Third Party is materially prejudiced Claim shall be asserted by such failurewritten notice to the Indemnifying Party. The parties agree that (i) in this Article XI they intend to shorten (in the case of the limited survival periods specified in Section 11.01) and lengthen (in the case of the indefinite survival periods specified in Section 11.01) (as the case may be) the applicable statute of limitations period with respect to certain claims; (ii) notices for claims in respect of a breach of a representation, warranty, covenant representation or agreement warranty must be delivered prior to the expiration of any applicable survival period specified in Section 6.1 11.01 for such representation, representation or warranty, covenant or agreement; and (iii) any claims for indemnification for which notice is not timely delivered in accordance with this Section 11.04(a) shall be expressly barred and are hereby waived; provided, further, that if, prior to such applicable date, a party hereto shall have notified the other parties party hereto in accordance with the requirements of this Section 5.3(a11.04(a) of a claim for indemnification under this Agreement Article XI (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement Article XI notwithstanding the passing of such applicable datedate until such time as such claim is fully and finally resolved.

Notification of Claims. (a) Any Person that may be entitled to be indemnified under this Agreement (Promptly after receiving notice of a Claim against any Indemnified Party or receipt of notice of the “Indemnified Party”) shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing commencement of any claim investigation which is based, directly or indirectly, upon any matter in respect of which indemnity indemnification may be sought hereunderfrom an Indemnifying Party, including any pending or threatened claim or demand by a third party the applicable Indemnified Party will notify the Indemnifying Party in writing of the particulars thereof; provided that the omission to so notify such the Indemnifying Party shall not relieve any Indemnifying Party of any liability which it may have to any Indemnified Party except and only to the extent that any such delay in or failure to give notice as herein required materially prejudices the defence of such Claim or results in any material increase in the liability which such Indemnifying Party has determined has given or could reasonably give rise to a right of indemnification under this Agreement indemnity. Upon receipt of such notice, the Indemnifying Party shall promptly retain counsel (including a pending or threatened claim or demand asserted by a third party against who shall be reasonably acceptable to the Indemnified Party) (each, a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release represent the Indemnifying Party from any of its obligations under this Agreement except to the extent that and Indemnified Party in such matter, and the Indemnifying Party is materially prejudiced by shall pay the reasonable fees and disbursements of such failure. The parties agree that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 6.1 for such representation, warranty, covenant or agreement; provided, that if, prior counsel relating to such applicable date, a party hereto shall have notified the other parties hereto in accordance with the requirements of this Section 5.3(a) of a claim for indemnification under this Agreement (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable datematter.

Notification of Claims. (a) Any Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”) shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any claim in respect of which indemnity may be sought hereunder, including any pending or threatened claim or demand by a third party that the Indemnified Party has determined has given or could would reasonably be expected to give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party) (each, a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Agreement except to the extent that the Indemnifying Party is materially actually prejudiced by such failure. The parties agree that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 6.1 8.01 for such representation, warranty, covenant or agreement; provided, that if, prior to such applicable date, a party hereto shall have notified the other parties hereto in accordance with the requirements of this Section 5.3(a7.03(a) of a claim for indemnification under this Agreement (whether or not formal legal action shall have been commenced based upon or relating to such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable date. The parties also agree that notices for claims may be given prior to the Closing.

Notification of Claims. (a) Any Person that may be A party entitled to be indemnified under this Agreement pursuant to Section 6.2 or 6.3 (the “"Indemnified Party”") shall promptly notify the party or parties liable for such indemnification (the “"Indemnifying Party”") in writing of any claim in respect of which indemnity may be sought hereunder, including any pending or threatened claim or demand by a third party that which the Indemnified Party has determined has given gives rise or could reasonably will likely give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against Agreement, as soon as possible after the Indemnified Party) (each, a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter becomes aware of such claim or demanddemand and has made such determination; provided, however, that the Indemnified Party's failure to provide give such notice shall not release to the Indemnifying Party from any in a timely fashion shall not result in the loss of the Indemnified Party's rights with respect thereto except to the extent the Indemnified Party is prejudiced by the delay. Subject to the Indemnifying Party's right to defend in good faith third party claims as hereinafter provided, the Indemnifying Party shall satisfy its obligations under this Agreement except to ARTICLE VI within thirty (30) days after the extent receipt of written notice thereon from the Indemnified Party, it being agreed that the Indemnifying Party need not satisfy such obligations during any period in which the Indemnifying Party is materially prejudiced by such failure. The parties agree that notices for claims defending in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to good faith the expiration of any applicable survival period specified third party claim in Section 6.1 for such representation, warranty, covenant or agreement; provided, that if, prior to such applicable date, a party hereto shall have notified the other parties hereto in accordance with the requirements of this Section 5.3(a) of a claim for indemnification under this Agreement (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable datemanner described hereinbelow.

Notification of Claims. (a) Any A Person that who may be entitled to be indemnified and held harmless under this Agreement Section 16.2(a) or Section 16.2(b) (the “Indemnified Party”) ), shall promptly notify the party or parties liable for such Person providing indemnification (the “Indemnifying Party”) in writing of any claim in respect of which indemnity may be sought hereunder, including any pending or threatened claim or demand by a third party that the Indemnified Party has determined has given or could reasonably give rise to such a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party) (each, such claim being a “Third Third-Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demanddemand and, if applicable, the specific representation, warranty or provision of this Agreement that the Indemnified Party alleges to be breached; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Agreement Article XVI except to the extent that the Indemnifying Party is materially actually prejudiced by such failure. The parties agree , it being understood that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 6.1 16.1 for such representation, warranty, covenant or agreement; provided. Following delivery of a notice of a Third-Party Claim, that ifthe Indemnified Party shall deliver to the Indemnifying Party, prior promptly (and in any event within ten (10) Business Days) after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to such applicable date, a party hereto shall have notified the other parties hereto in accordance with the requirements of this Section 5.3(a) of a claim for indemnification under this Agreement (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable dateThird-Party Claim.

Notification of Claims. (a) Any Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”) Buyer shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) Seller in writing of any claim in respect of which indemnity may be sought hereunderunder this Article 5, including any pending or threatened claim or demand by a third party that the Indemnified Party Buyer has determined has given or could reasonably give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified PartyBuyer) (each, a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Indemnifying Party Seller from any of its obligations under this Agreement Article 5, except to the extent that the Indemnifying Party Seller is materially prejudiced by such failure. The parties agree that (i) notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 6.1 5.1 for such representation, warranty, covenant or agreementagreement and (ii) any claims for indemnification for which notice is not timely delivered in accordance with this Section 5.3(a) shall be expressly barred and are hereby waived; provided, further, that if, prior to such applicable date, a party hereto Buyer shall have notified the other parties hereto Seller in accordance with the requirements of this Section 5.3(a) of a claim for indemnification under this Agreement Article 5 (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement Article 5 notwithstanding the passing of such applicable date.

Notification of Claims. (a) Any Person In the event that may be any Party entitled to be indemnified under indemnification pursuant to this Agreement (the “Indemnified Party”) shall promptly notify the party or parties liable proposes to make any claim for such indemnification indemnification, the Indemnified Party will deliver to the indemnifying Party (the “Indemnifying Party”), which delivery will be made promptly following becoming aware of the matter giving rise to such claim, and in any event on or prior to the expiration of the applicable survival date pursuant to Section 9.1(a) in writing of any hereof, a signed certificate, which certificate will (i) state that Losses have been incurred or that a claim in respect of has been made for which indemnity Losses may be sought hereunderincurred, including any pending or threatened claim or demand by a third party that (ii) specify the Indemnified Party has determined has given or could reasonably give rise to a right sections of indemnification under this Agreement under which such claim is made and (including a pending or threatened claim or demand asserted by a third party against the Indemnified Partyiii) (each, a “Third Party Claim”), describing specify in reasonable detail each individual item of Loss or other claim including the facts amount thereof and circumstances with respect to the subject matter of date such claim or demandLoss was incurred; provided, however, that the failure to provide give such prompt notice shall will not release relieve the Indemnifying Party from any of its obligations under this Agreement except to the extent that hereunder if the Indemnifying Party is materially has not been prejudiced by such failurethereby. The parties agree that notices for claims in respect of a breach of a representationIn addition, warranty, covenant or agreement must be delivered prior each Indemnified Party will give notice to the expiration Indemnifying Party within thirty (30) days of its receipt of service of any applicable survival period specified in Section 6.1 suit or proceeding initiated by a third party which pertains to a matter for such representation, warranty, covenant or agreementwhich indemnification may be sought (a “Third Party Claim”); provided, however, that if, prior the failure to give such applicable date, a party hereto shall have notified notice will not relieve the other parties hereto in accordance with Indemnifying Party of its obligations hereunder if the requirements of this Section 5.3(a) of a claim for indemnification under this Agreement (whether or Indemnifying Party has not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable dateprejudiced thereby.

Notification of Claims. (a) Any Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”) shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any claim in respect of which indemnity may be sought hereunder, including any pending or threatened claim or demand by a third party that the Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party) (eachParty)(each, a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Agreement except to the extent that the Indemnifying Party is materially prejudiced by such failure. The parties agree that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 6.1 for such representation, warranty, covenant or agreement; provided, that if, prior to such applicable date, a party hereto shall have notified the other parties hereto in accordance with the requirements of this Section 5.3(a) of a claim for indemnification under this Agreement (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable date.

Notification of Claims. (a) Any A Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”) shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any claim in respect of which indemnity may be sought hereunderunder this Article VIII, including any pending or threatened claim or demand by a third party that the Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party) (each, a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Agreement Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure. The parties agree that (i) in this Article VIII they intend to shorten (in the case of the limited survival periods specified in Section 8.01) and lengthen (in the case of the indefinite survival periods specified in Section 8.01) (as the case may be) the applicable statute of limitations period with respect to certain claims; (ii) notices for claims in respect of a breach of a representation, warranty, covenant or agreement (other than a Post-Closing Covenant) must be delivered prior to the expiration of any applicable survival period specified in Section 6.1 8.01 for such representation, warranty, covenant or agreement; provided, (iii) notices for claims in respect of a breach of a Post-Closing Covenant must be delivered prior to the date that is six (6) months after the last day of the effective period of such Post-Closing Covenant; and (iv) any claims for indemnification for which notice is not delivered in accordance with this Section 8.04(a) shall be expressly barred and are hereby waived; provided further that if, prior to such applicable date, a party hereto shall have notified the other parties party hereto in accordance with the requirements of this Section 5.3(a8.04(a) of a claim for indemnification under this Agreement Article VIII (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement Article VIII notwithstanding the passing of such applicable date.

Notification of Claims. (a) Any Person that may be entitled In the event of the occurrence of an event which a Purchaser Indemnified Party or Company Indemnified Party asserts constitutes a claim, the Purchaser Indemnified Party or Company Indemnified Party asserting such claim (such party hereinafter referred to be indemnified under this Agreement (as the “Indemnified Party”) shall promptly notify provide prompt notice of such event (i) in the event of a claim by a Purchaser Indemnified Party, to the Stockholders’ Representative, on behalf of the Stockholders and (ii) in the event of a claim by a Company Indemnified Party, to the Purchaser (such party set forth in (i) or parties liable for such indemnification (ii), as the case may be, hereinafter referred to as the “Indemnifying Party”) and shall otherwise make available to the Indemnifying Party all relevant information which is material to the claim and which is in writing the possession of any claim in respect of which indemnity may be sought hereunder, including any pending or threatened claim or demand by a third party that the Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party) (each, a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the . An Indemnified Party’s failure to provide such give timely notice shall not release or to furnish the Indemnifying Party from with any of its obligations under this Agreement relevant data and documents in connection with any Third Party Claim (as defined below) shall not constitute a defense (in part or in whole) to any claim for indemnification by such party, except and only to the extent that such failure shall result in any prejudice to the Indemnifying Party is materially prejudiced by such failureParty. The parties agree that notices for claims in respect of a breach of a representationNotwithstanding the foregoing, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 6.1 for such representation, warranty, covenant or agreement; provided, that if, prior to such applicable date, a party hereto Purchaser Indemnified Parties shall have notified the other parties hereto in accordance with the requirements of no obligation hereunder to give notice for any claims relating to any Losses arising from any matter described on any Schedule or Exhibit to this Section 5.3(a) of a claim for indemnification under this Agreement (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable dateAgreement.

Notification of Claims. (a) Any Person that may be A party entitled to be indemnified under this Agreement pursuant to Section 7.1 or 7.2 (the “"Indemnified Party”") shall promptly notify the party or parties liable for such indemnification (the “"Indemnifying Party”") in writing of any claim in respect of which indemnity may be sought hereunder, including any pending or threatened claim or demand by a third party that which the Indemnified Party has determined has given gives rise or could reasonably will likely give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against Agreement, as soon as possible after the Indemnified Party) (each, a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter becomes aware of such claim or demanddemand and has made such determination; provided, however, that the Indemnified Party's failure to provide give such notice shall not release to the Indemnifying Party from in a timely fashion shall not result in the loss of the Indemnified Party's rights with respect thereto except to the extent any party to this Agreement is prejudiced by the delay, and then only to the extent of such prejudice. Subject to the Indemnifying Party's right to defend in good faith third party claims as hereinafter provided, the Indemnifying Party shall satisfy its obligations under this Agreement except to Article VII within thirty (30) days after the extent receipt of written notice thereon from the Indemnified Party, it being agreed that the Indemnifying Party need not satisfy such obligations during any period in which the Indemnifying Party is materially prejudiced by such failure. The parties agree that notices for claims defending in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to good faith the expiration of any applicable survival period specified third party claim in Section 6.1 for such representation, warranty, covenant or agreement; provided, that if, prior to such applicable date, a party hereto shall have notified the other parties hereto in accordance with the requirements of this Section 5.3(a) of a claim for indemnification under this Agreement (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable datemanner described hereinbelow.

Notification of Claims. If any Party (aor parties) Any Person the ("INDEMNIFIED PARTY") reasonably believes that may be he or it is entitled to be indemnified under this Agreement indemnification hereunder, or otherwise receives notice of the assertion or commencement of any third-party claim, action or proceeding (a "THIRD-PARTY CLAIM"), with respect to which such other Party (parties) (the “Indemnified Party”"INDEMNIFYING PARTY") shall promptly notify the party is obligated to provide indemnification pursuant to Section 9(a) or parties liable for such indemnification (the “Indemnifying Party”b) in writing of any claim in respect of which indemnity may be sought hereunderabove, including any pending or threatened claim or demand by a third party that the Indemnified Party has determined has given or could reasonably shall promptly give rise to a right the Indemnifying Party written notice of such claim for indemnification under this Agreement (an "INDEMNITY CLAIM") specifying (i) the nature of such Indemnity Claim and the basis therefor (including a pending reference to the specific sections of this Agreement or threatened any agreement or document related thereto under which such claim or demand asserted by is made) and (ii) the Loss, if any, that has occurred. The delivery of such notice (a third party against "CLAIM NOTICE") shall be a condition precedent to any liability of the Indemnifying Party for indemnification hereunder. The Indemnifying Party shall have twenty (20) business days from the receipt of a Claim Notice (the "NOTICE PERIOD") to notify the Indemnified PartyParty of (i) (each, a “Third whether or not the Indemnifying Party Claim”), describing in reasonable detail disputes its liability to the facts and circumstances Indemnified Party hereunder with respect to such Indemnity Claim and (ii) in the subject matter case of any Third-Party Claim, whether or not, notwithstanding any such dispute, they desire, at their sole cost and expense, to defend the Indemnified Party against such claim or demand; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Agreement except to the extent that the Indemnifying Party is materially prejudiced by such failure. The parties agree that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 6.1 for such representation, warranty, covenant or agreement; provided, that if, prior to such applicable date, a party hereto shall have notified the other parties hereto in accordance with the requirements of this Section 5.3(a) of a claim for indemnification under this Agreement (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable date.

Notification of Claims. (a) Any Person that may be entitled to be indemnified under this Agreement pursuant to Section 4 or Section 5 hereof (the an “Indemnified Party”) shall promptly notify the party or parties liable for such indemnification (the an “Indemnifying Party”) in writing of any claim in respect of which indemnity may be sought hereunder, including any pending or threatened claim or demand by a third party that the Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party) (each, a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Agreement except to the extent that the Indemnifying Party is materially prejudiced by such failure. The parties agree that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 6.1 for such representation, warranty, covenant or agreementtwo years after the closing of the transactions contemplated by this Agreement; provided, that if, prior to such applicable date, a party hereto shall have notified the other parties hereto in accordance with the requirements of this Section 5.3(a) 4 or 5, as applicable, of a claim for indemnification under this Agreement (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable date.

Notification of Claims. (a) Any Person that may be A party entitled to be indemnified under pursuant to this Agreement Section 13 (the “Indemnified Party”) shall promptly notify provide prompt written notice to the party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any claim in respect of which indemnity may be sought hereunder, including any pending or threatened claim or demand by a third party that which the Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Agreement (including a pending or threatened Agreement. The Indemnifying Party shall promptly undertake to discharge its obligations hereunder. Additionally, the Indemnifying Party shall employ counsel reasonably acceptable to the Indemnified Party to defend any such claim or demand asserted by a third party against the Indemnified Party) (each, a “Third . The Indemnified Party Claim”), describing shall have the right to participate in reasonable detail the facts and circumstances with respect to the subject matter defense of any such claim or demand; provided, however, that the failure to provide such notice demand at its own expense. The Indemnified Party shall not release cooperate with the Indemnifying Party from in any such defense. In addition, the Indemnified Party shall at all times have the right to fully participate in any settlement which it reasonably believes would have an adverse effect on its business, but the Indemnified Party shall not make any settlement of its obligations under this Agreement except any Claims that might give rise to the extent that liability of the Indemnifying Party is materially prejudiced by such failurewithout the prior written consent of the Indemnifying Party. The parties agree that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior Indemnified Party shall make available to the expiration of Indemnifying Party or its agents all records and other materials in the Indemnified Party’s possession reasonably required by it for its use in contesting any applicable survival period specified in Section 6.1 for such representation, warranty, covenant third party claim or agreement; provided, that if, prior to such applicable date, a party hereto shall have notified the other parties hereto in accordance with the requirements of this Section 5.3(a) of a claim for indemnification under this Agreement (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable datedemand.

Notification of Claims. (a) Any Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”) shall promptly notify the If any party or parties liable for such indemnification (the “"Indemnified Party") reasonably believes that ----------------- it is entitled to indemnification hereunder, or otherwise receives notice of the assertion or commencement of any third-party claim, action, or proceeding (a "Third-Party Claim"), with respect to which such other party or parties (the ------------------ "Indemnifying Party”") in writing of any claim in respect of which indemnity may be sought hereunderis obligated to provide indemnification pursuant to ------------------- Section 10.1 or 10.2 above, including any pending or threatened claim or demand by a third party that the Indemnified Party has determined has given or could reasonably shall promptly give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party) (each, a “Third Indemnifying Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter written notice of such claim or demand; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations for Indemnification (an "Indemnity Claim"). Any claim for indemnification under this Agreement except to the extent that the Indemnifying Party is materially prejudiced by such failure. The parties agree that notices for claims in respect of a breach of a representation, warranty, covenant or agreement Article 10 must be delivered ---------------- brought prior to the expiration of any applicable the survival period specified for the representation and warranty as set forth in Section 6.1 10.1. The delivery of such notice of Indemnity Claim ("Claim Notice") shall be a condition precedent to any liability ------------ of the Indemnifying Party for such representation, warranty, covenant or agreement; provided, that if, prior to such applicable date, a party hereto indemnification hereunder. The Indemnifying Party shall have notified twenty (20) days from the other parties hereto in accordance with the requirements of this Section 5.3(a) receipt of a claim for indemnification under this Agreement Claim Notice (the "Notice ------ Period") to notify the Indemnified Party of whether or not formal legal action shall have been commenced based upon the Indemnifying ------ Party disputes its liability to the Indemnified Party with respect to such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable date.Indemnity Claim

Notification of Claims. (a) Any A Person that who may be entitled to be indemnified and held harmless under this Agreement Section 13.01 or Section 13.02 (the “Indemnified Party”) ), shall promptly notify the party or parties that is potentially liable for such indemnification therefor (the “Indemnifying Party”) in writing of any claim in respect of which indemnity may be sought hereunder, including any pending or threatened claim or demand by a third party that the Indemnified Party has determined has given or could reasonably give rise to such a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party) (each, such claim being a “Third Third-Party Claim”), describing in reasonable detail detail, to the extent reasonably available at such time, the facts and circumstances with respect to the subject matter of such claim or demanddemand and the specific representation, warranty or provision of this Agreement that the Indemnified Party alleges to be breached; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Agreement Article XIII except to the extent that the Indemnifying Party forfeits rights or defenses, or is otherwise actually and materially prejudiced by such failure. The parties agree , it being understood that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 6.1 14.01 for such representation, warranty, covenant or agreement; provided. Following delivery of a notice of a Third-Party Claim, that ifthe Indemnified Party shall deliver to the Indemnifying Party, prior promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to such applicable date, a party hereto shall have notified the other parties hereto in accordance with the requirements of this Section 5.3(a) of a claim for indemnification under this Agreement (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable dateThird-Party Claim.

Notification of Claims. (a) Any Person that may be entitled to be indemnified under this Agreement (the “If any Claim is asserted against any Indemnified Party”) shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any claim Party in respect of which indemnity may indemnification is or might reasonably be sought hereunderconsidered to be provided, including any pending or threatened claim or demand by a third party that the such Indemnified Party has determined has given or could reasonably give rise to a right of will notify the Company and the Selling Shareholders, as applicable based on whether the Company and/or the Selling Shareholders are bound by indemnification obligations under this Agreement (including a pending or threatened claim or demand Section 17.1 in connection with such asserted by a third party against the Indemnified PartyClaim) (eachas applicable, a the “Third Party ClaimRelevant Indemnifiers”), describing in reasonable detail as soon as possible of the facts nature of such Claim (but omission or delay to so notify the Relevant Indemnifiers of any potential Claim shall not relieve the Relevant Indemnifier from any liability which it or they may have to any Indemnified Party and circumstances with respect any omission to so notify the Relevant Indemnifiers of any actual Claim shall affect the Relevant Indemnifiers’ liability only to the subject matter extent that it is (they are) materially prejudiced by such omission or delay). The Relevant Indemnifiers shall assume the defence of any suit brought to enforce such claim or demandClaim; provided, however, that the defence shall be conducted through legal counsel reasonably acceptable to the Indemnified Party, and provided that no settlement of any such Claim or admission of liability may be made by the Relevant Indemnifiers without the prior written consent of the Indemnified Parties, or unless such settlement, compromise or judgment: (i) includes an unconditional release of each Indemnified Party from all liability arising out of such Claim; and (ii) does not include a statement as to or an admission of fault, culpability or failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Agreement except to the extent that the Indemnifying Party is materially prejudiced act, by such failure. The parties agree that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration on behalf of any applicable survival period specified in Section 6.1 for such representation, warranty, covenant or agreement; provided, that if, prior to such applicable date, a party hereto shall have notified the other parties hereto in accordance with the requirements of this Section 5.3(a) of a claim for indemnification under this Agreement (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable dateIndemnified Party.

Notification of Claims. (a) Any Person that may be A party entitled to be indemnified under this Agreement pursuant to Section 6.1 or 6.2 above (the “Indemnified Party”) shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any claim in respect of which indemnity may be sought hereunder, including any pending or threatened claim or demand by a third party that which the Indemnified Party has determined has given gives rise or could reasonably will likely give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against Agreement, as soon as possible after the Indemnified Party) (each, a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter becomes aware of such claim or demanddemand and has made such determination; provided, however, that the Indemnified Party’s failure to provide give such notice shall not release to the Indemnifying Party from any in a timely fashion shall not result in the loss of the Indemnified Party’s rights with respect thereto except to the extent the Indemnified Party is prejudiced by the delay. Subject to the Indemnifying Party’s right to defend in good faith third party claims as hereinafter provided, the Indemnifying Party shall satisfy its obligations under this Agreement except to Article within thirty (30) days after the extent receipt of written notice thereon from the Indemnified Party, it being agreed that the Indemnifying Party need not satisfy such obligations during any period in which the Indemnifying Party is materially prejudiced by such failure. The parties agree that notices for claims defending in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to good faith the expiration of any applicable survival period specified third party claim in Section 6.1 for such representation, warranty, covenant or agreement; provided, that if, prior to such applicable date, a party hereto shall have notified the other parties hereto in accordance with the requirements of this Section 5.3(a) of a claim for indemnification under this Agreement (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable datemanner described hereinbelow.

Notification of Claims. (a) Any A Person that who may be entitled to be indemnified and held harmless under this Agreement Section 13.01 or Section 13.02 (the “Indemnified Party”) ), shall promptly notify the party Buyer or parties liable for such indemnification Seller, as applicable (the “Indemnifying Party”) in writing of any claim in respect of which indemnity may be sought hereunder, including any pending or threatened claim or demand by (i) a third party party, including any Governmental Authority, that the Indemnified Party has determined has given or could reasonably give rise to such a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party) (each, such claim or demand being a “Third Third-Party Claim”) or (ii) a Buyer Indemnified Party with respect to the Special Indemnity (such claim or demand being a “Special Indemnity Claim”). Any claim or demand that would otherwise constitute both a Third-Party Claim and a Special Indemnity Claim shall, describing for purposes of this Agreement, solely constitute a Special Indemnity Claim to the extent that the Indemnified Party reasonably determines, after consultation with its outside counsel, that such Third-Party Claim cannot be reasonably and appropriately separated from such Special Indemnity Claim. Such notification shall describe in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demanddemand and the specific representation, warranty or provision of this Agreement that the Indemnified Party alleges to be breached; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Agreement Article XIII except to the extent that the Indemnifying Party is materially actually prejudiced by such failure. The parties agree , it being understood that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 6.1 14.01 for such representation, warranty, covenant or agreement. Following delivery of a notice of a Third-Party Claim or a Special Indemnity Claim, the Indemnified Party shall deliver to the Indemnifying Party, promptly (and in any event within three (3) Business Days after the Indemnifying Party’s receipt thereof), copies of all notices and documents (including court papers) received by the Indemnified Party relating to such Third-Party Claim or Special Indemnity Claim to the extent permitted by applicable Law; provided, that if, prior the failure to provide such applicable date, a party hereto notice shall have notified not release the other parties hereto Indemnifying Party from any of its obligations under this Article XIII except to the extent the Indemnifying Party is actually prejudiced by such failure. The defense of any Special Indemnity Claim shall be conducted and controlled by the Indemnified Party; provided that in accordance with no circumstances shall the requirements of this Section 5.3(adefense assumed by the Indemnified Party(s) of a claim for waive or otherwise affect the Indemnified Party’s right to indemnification under this Agreement (whether or not formal legal action Agreement; provided, further, that the Indemnified Party shall have been commenced based upon such claim)not, to the maximum extent permitted by applicable Law, settle any Special Indemnity Claim without the consent of the Indemnifying Party, such claim shall continue consent not to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable date.unreasonably withheld, conditioned or delayed. 104

Notification of Claims. (a) Any Person that may be A party entitled to be indemnified under this Agreement pursuant to Section 6.1 or 6.2 (the “Indemnified Party”) shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any claim in respect of which indemnity may be sought hereunder, including any pending or threatened claim or demand by a third party that which the Indemnified Party has determined has given gives rise or could reasonably will likely give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against Agreement, as soon as possible after the Indemnified Party) (each, a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter becomes aware of such claim or demanddemand and has made such determination; provided, however, that the Indemnified Party’s failure to provide give such notice shall not release to the Indemnifying Party from any in a timely fashion shall not result in the loss of the Indemnified Party’s rights with respect thereto except to the extent the Indemnified Party is prejudiced by the delay. Subject to the Indemnifying Party’s right to defend in good faith third party claims as hereinafter provided, the Indemnifying Party shall satisfy its obligations under this Agreement except to Article within thirty (30) days after the extent receipt of written notice thereon from the Indemnified Party, it being agreed that the Indemnifying Party need not satisfy such obligations during any period in which the Indemnifying Party is materially prejudiced by such failure. The parties agree that notices for claims defending in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to good faith the expiration of any applicable survival period specified third party claim in Section 6.1 for such representation, warranty, covenant or agreement; provided, that if, prior to such applicable date, a party hereto shall have notified the other parties hereto in accordance with the requirements of this Section 5.3(a) of a claim for indemnification under this Agreement (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable datemanner described hereinbelow.

Notification of Claims. (a) Any A Person that may be is entitled to be indemnified under this Agreement ARTICLE IX (the “Indemnified Party”) shall promptly promptly, and in any event within 30 days of becoming aware of any fact, event, circumstance or condition that has given rise to, or would reasonably be expected to give rise to, any Losses that are indemnifiable hereunder, notify the party or parties Party liable for such indemnification (the “Indemnifying Party”) in writing of any claim in respect of which indemnity may be sought hereunder, including any pending or threatened claim claim, demand or demand by a third party circumstance that the Indemnified Party has determined has given or could would reasonably be expected to give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party Third-Party against the Indemnified Party) (each, such claim being a “Third Third-Party Claim”), describing which notice shall (i) identify the provision of this Agreement upon which the claim for indemnity is based, (ii) describe in reasonable detail the facts and circumstances with giving rise to such claim for indemnity (and annex thereto all supporting documentation available at such time, including any correspondence in respect of any Third-Party Claim and paid invoices for any claimed Losses), to the subject matter extent known, and (iii) include a summary, to the extent known, of such claim the Losses for which the Indemnified Party claims to be entitled hereunder, it being understood that notices for claims must be delivered prior to the expiration of any applicable survival period specified in Section 9.01(b) or demandSection 9.02(b); provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Agreement ARTICLE IX except to the extent that the Indemnifying Party is actually and materially prejudiced by such failure. The parties agree that notices Following delivery of any claim of indemnity for claims in respect of a breach of a representationany Third-Party Claim, warranty, covenant or agreement must be delivered prior the Indemnified Party shall deliver to the expiration Indemnifying Party, reasonably promptly after the Indemnified Party’s receipt thereof, copies of any applicable survival period specified in Section 6.1 for such representation, warranty, covenant or agreement; provided, that if, prior all notices and documents (including court papers) received by the Indemnified Party relating to such applicable date, a party hereto shall have notified the other parties hereto in accordance with the requirements of this Section 5.3(a) of a claim for indemnification under this Agreement (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable dateThird-Party Claim.

Notification of Claims. If any matter or thing contemplated by subparagraph 13(a) (aany such matter or thing being referred to as a “Claim”) Any Person that may is asserted against any party in respect of which indemnification is or might reasonably be entitled considered to be indemnified under this Agreement provided (the an “Indemnified Party”) shall promptly ), such Indemnified Party will notify the party Corporation as soon as possible after becoming aware of the nature of such Claim (but the omission or parties liable for such indemnification (delay to so notify the “Indemnifying Party”) in writing Corporation of any claim in respect of potential Claim shall not relieve the Corporation from any liability which indemnity it may be sought hereunder, including have to any pending or threatened claim or demand by a third party that the Indemnified Party has determined has given and any omission or could reasonably give rise delay to a right so notify the Corporation of indemnification under this Agreement (including a pending or threatened any actual claim or demand asserted by a third party against shall affect the Indemnified Party) (each, a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect Corporation’s liability only to the subject matter extent that it is prejudiced by that omission or delay) and the Corporation shall be entitled (but not required) to participate in and, to the extent that it shall wish, to assume the defence of any suit brought to enforce such claim or demandClaim; provided, however, that the failure defence shall be conducted through legal counsel acceptable to provide the Indemnified Party, acting reasonably, and that no settlement of any such notice Claim may be made by the Corporation or the Indemnified Party without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed, and the Corporation shall not release the Indemnifying Party from be liable for any of its obligations under this Agreement except to the extent that the Indemnifying Party is materially prejudiced by such failure. The parties agree that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration settlement of any applicable survival period specified such Claim unless it has consented in Section 6.1 for such representation, warranty, covenant or agreement; provided, that if, prior writing to such applicable date, a party hereto shall have notified the other parties hereto in accordance with the requirements of this Section 5.3(a) of a claim for indemnification under this Agreement (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable datesettlement.

Notification of Claims. (a) Any A Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”) ), shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any claim in respect of which indemnity may be sought hereunder, including any pending or threatened claim or demand by a third party that the Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party) (each, such claim being a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Agreement Article X except to the extent that the Indemnifying Party is materially actually prejudiced by such failure. The parties agree , it being understood that (i) notices for claims in respect of a breach of a representation, warranty, covenant or agreement (other than a Post–Closing Covenant) must be delivered prior to the expiration of any applicable survival period specified in Section 6.1 11.01 for such representation, warranty, covenant or agreementagreement and (ii) notices for claims in respect of a breach of a Post–Closing Covenant must be delivered prior to the date that is six months after the last day of the effective period of such Post–Closing Covenant; provided, further, that if, prior to such applicable date, a party hereto shall have notified the other parties party hereto in accordance with the requirements of this Section 5.3(a) writing of a claim for indemnification under this Agreement Article X (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement Article X notwithstanding the passing of such applicable date.

Notification of Claims. (a) Any Person that may be A party entitled to be indemnified under this Agreement pursuant to Section 6.2 or 6.3 (the “"Indemnified Party”") shall promptly notify the party or parties liable for such indemnification (the “"Indemnifying Party”") in writing of any claim in respect of which indemnity may be sought hereunder, including any pending or threatened claim or demand by a third party that which the Indemnified Party has determined has given gives rise or could reasonably will likely give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against Agreement, as soon as possible after the Indemnified Party) (each, a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter becomes aware of such claim or demanddemand and has made such determination; provided, however, that the Indemnified Party’s failure to provide give such notice shall not release to the Indemnifying Party from any in a timely fashion shall not result in the loss of the Indemnified Party’s rights with respect thereto except to the extent the Indemnified Party is prejudiced by the delay. Subject to the Indemnifying Party’s right to defend in good faith third party claims as hereinafter provided, the Indemnifying Party shall satisfy its obligations under this Agreement except to Article within thirty (30) days after the extent receipt of written notice thereon from the Indemnified Party, it being agreed that the Indemnifying Party need not satisfy such obligations during any period in which the Indemnifying Party is materially prejudiced by such failure. The parties agree that notices for claims defending in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to good faith the expiration of any applicable survival period specified third party claim in Section 6.1 for such representation, warranty, covenant or agreement; provided, that if, prior to such applicable date, a party hereto shall have notified the other parties hereto in accordance with the requirements of this Section 5.3(a) of a claim for indemnification under this Agreement (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable datemanner described hereinbelow.

Notification of Claims. (a) Any Person that may be entitled to be indemnified under this Agreement (the “If any Claim is asserted against any Indemnified Party”) shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any claim Party in respect of which indemnity may indemnification is or might reasonably be sought hereunderconsidered to be provided, including any pending or threatened claim or demand such Indemnified Party will promptly after the date of the receipt by a third party that the Indemnified Party has determined has given or could reasonably give rise to a right any of indemnification under this Agreement (including a pending its Affiliate of notice of, or threatened claim or demand asserted by a third party against of the Indemnified PartyParty or any of its Affiliates otherwise becoming aware of, any such Claim (whether such Claim is asserted or indemnification might be reasonably be considered to be provided) notify the Indemnifiers of the nature of such Claim (eachthe omission so to notify the Indemnifiers of any potential Claim shall relieve the Indemnifiers from any liability which it may have to any Indemnified Party and any omission so to notify the Indemnifiers of any actual Claim shall affect the Indemnifiers' liability only to the extent that the Indemnifiers are prejudiced by that failure). The Indemnifiers shall assume the defence of any suit brought to enforce such Claim (in the event Cenveo and/or Cenveo US, a “Third Party Claim”)on the one hand, describing in reasonable detail and the facts and circumstances Fund and/or Supremex, on the other hand, are Indemnifiers with respect to the subject matter defence of any Claim pursuant to which indemnification is provided hereunder, it is understood that Cenveo and Cenveo US shall have sole control over any suit brought to enforce such claim or demandClaim, provided that in each case Cenveo and Cenveo US shall allow the Fund and/or Supremex to provide input to such suit and shall keep the Fund and/or Supremex informed regarding its progress); provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Agreement except to the extent that the Indemnifying Party is materially prejudiced by such failure. The parties agree that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 6.1 for such representation, warranty, covenant or agreement; provided, that if, prior to such applicable date, a party hereto shall have notified the other parties hereto in accordance with the requirements of this Section 5.3(a) of a claim for indemnification under this Agreement (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable date.that:

Notification of Claims. (a) Any Person that may be entitled to be indemnified under this Agreement (the “If any Claim contemplated by Section 15 is asserted against any Indemnified Party”) shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any claim Party in respect of which indemnity may indemnification is or might reasonably be sought hereunderconsidered to be provided under Section 15, including any pending or threatened claim or demand by a third party that the Indemnified Party has determined has given will notify the Fund, as soon as possible of the nature of such Claim, but the omission to so notify as soon as possible the Fund will not relieve Marret or could reasonably give rise the Fund from any liability which it may have to a right of indemnification any Indemnified Party under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party) (eachSection, a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect except to the subject matter extent that such omission or delay prejudices their ability to contest such Claim, and Marret or the Fund shall be entitled (but not required) to participate in or assume the defence of any suit or the conduct of any proceeding brought to enforce such claim or demandClaim; provided, however, that the failure to provide such notice defence shall not release the Indemnifying Party from any of its obligations under this Agreement except be conducted through legal counsel acceptable to the extent Indemnified Party and provided that the Indemnifying Party is materially prejudiced by such failure. The parties agree that notices for claims no admission of liability in respect of a breach any such Claim may be made by or on behalf of a representation, warranty, covenant or agreement must an Indemnified Party without the prior written consent of all parties hereto. The Fund and Marret shall not be delivered prior liable to indemnify the Agents with respect to the expiration settlement of any applicable survival period specified in Section 6.1 for such representation, warranty, covenant or agreement; provided, that if, prior to such applicable date, a party hereto shall have notified Claim effected by the other parties hereto in accordance with Agents without the requirements written consent of this Section 5.3(a) of a claim for indemnification under this Agreement (whether or not formal legal action shall have been commenced based upon such claim)the Fund, such claim shall continue consent not to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable dateunreasonably withheld or delayed.

Notification of Claims. (a) Any A Person that who may be entitled to be indemnified and held harmless under this Agreement Section 13.01 or Section 13.02 (the “Indemnified Party”) shall promptly notify the party or parties that is potentially liable for such indemnification therefor (the “Indemnifying Party”) in writing of any claim in respect of which indemnity may be sought hereunder, including any pending or threatened claim claim, investigation, proceeding or demand by a third party Third Party that the Indemnified Party has determined has given or could reasonably give rise to such a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party Third Party against the Indemnified Party) (each, such claim being a “Third Third-Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demanddemand and the specific provision of this Agreement that the Indemnified Party alleges to be breached (or the category of Assumed Liability or Excluded Liability with respect to such claim) and, if reasonably ascertainable, an estimate of the Indemnified Party’s Losses; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Agreement Article XIII except to the extent that the Indemnifying Party is materially prejudiced by such failure. The parties agree , it being understood that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 6.1 14.01 for such representation, warranty, covenant or agreement; provided. Following delivery of a notice of a Third-Party Claim, that ifthe Indemnified Party shall deliver to the Indemnifying Party, prior promptly (and in any event within three (3) Business Days) after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to such applicable date, a party hereto shall have notified the other parties hereto in accordance with the requirements of this Section 5.3(a) of a claim for indemnification under this Agreement (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable dateThird-Party Claim.

Notification of Claims. (a) Any Person that may be A party entitled to be indemnified under this Agreement pursuant to Section 6.1 or 6.2 (the “"Indemnified Party”") shall promptly notify the party or parties liable for such indemnification (the “"Indemnifying Party”") in writing of any claim in respect of which indemnity may be sought hereunder, including any pending or threatened claim or demand by a third party that which the Indemnified Party has determined has given gives rise or could reasonably will likely give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against Agreement, as soon as possible after the Indemnified Party) (each, a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter becomes aware of such claim or demanddemand and has made such determination; provided, however, that the Indemnified Party’s failure to provide give such notice shall not release to the Indemnifying Party from any in a timely fashion shall not result in the loss of the Indemnified Party’s rights with respect thereto except to the extent the Indemnified Party is prejudiced by the delay. Subject to the Indemnifying Party’s right to defend in good faith third party claims as hereinafter provided, the Indemnifying Party shall satisfy its obligations under this Agreement except to Article VII within thirty (30) days after the extent receipt of written notice thereon from the Indemnified Party, it being agreed that the Indemnifying Party need not satisfy such obligations during any period in which the Indemnifying Party is materially prejudiced by such failure. The parties agree that notices for claims defending in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to good faith the expiration of any applicable survival period specified third party claim in Section 6.1 for such representation, warranty, covenant or agreement; provided, that if, prior to such applicable date, a party hereto shall have notified the other parties hereto in accordance with the requirements of this Section 5.3(a) of a claim for indemnification under this Agreement (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable datemanner described hereinbelow.

Notification of Claims. (a) Any Person that may be entitled to be indemnified under this Agreement (the “If any Claim is asserted against any Indemnified Party”) shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any claim Party in respect of which indemnity may indemnification is or might reasonably be sought hereunderconsidered to be provided, including any pending or threatened claim or demand by a third party that the such Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Agreement will notify the Company (including a pending or threatened claim or demand asserted by a third party against as applicable, the Indemnified Party) (each, a “Third Party ClaimIndemnifiers”), describing in reasonable detail as soon as possible of the facts nature of such Claim (but omission or delay to so notify the Indemnifiers of any potential Claim shall not relieve the Indemnifier from any liability which it may have to any Indemnified Party and circumstances with respect any omission to so notify the Indemnifier of any actual Claim shall affect the Indemnifiers’ liability only to the subject matter extent that it is materially prejudiced by such omission or delay). The Indemnifiers shall assume the defence of any suit brought to enforce such claim or demandClaim; provided, however, that the defence shall be conducted through legal counsel reasonably acceptable to the Indemnified Party, and provided that no settlement of any such Claim or admission of liability may be made by the Indemnifiers without the prior written consent of the Indemnified Parties, or unless such settlement, compromise or judgment: (i) includes an unconditional release of each Indemnified Party from all liability arising out of such Claim; and (ii) does not include a statement as to or an admission of negligence, fault, culpability or failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Agreement except to the extent that the Indemnifying Party is materially prejudiced act, by such failure. The parties agree that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration on behalf of any applicable survival period specified in Section 6.1 for such representation, warranty, covenant or agreement; provided, that if, prior to such applicable date, a party hereto shall have notified the other parties hereto in accordance with the requirements of this Section 5.3(a) of a claim for indemnification under this Agreement (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable dateIndemnified Party.

Notification of Claims. If any Purchaser Indemnified Party or Sellers' Indemnified Party (a) Any Person that may be entitled to be indemnified under this Agreement (the “each, an "Indemnified Party”") shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any claim in respect of which indemnity may be sought hereunder, including any pending or threatened claim or demand by asserts that a third party that Party has become obligated to the Indemnified Party has determined has given pursuant to Section 4.1(f)(C), Section 4.2(d), Section 4.2(e), Section 4.3(c), Section 4.11(b)(iii), Section 7.1 or could reasonably give rise to a right of indemnification under this Agreement Section 7.2 (including a pending as so obligated, an "Indemnifying Party"), or threatened if any suit, action, investigation, claim or demand asserted by proceeding is begun, made or instituted as a third party against result of which the Indemnifying Party may become obligated to the Indemnified Party hereunder, the Indemnified Party shall notify the Indemnifying Party promptly and shall cooperate with the Indemnifying Party) (each, a “Third Party Claim”)at the Indemnifying Party's expense, describing in reasonable detail the facts and circumstances with respect to the subject matter extent reasonably necessary for the resolution of such claim or demand; providedin the defense of such suit, howeveraction or proceeding, that including making available any information, documents and things in the possession of the Indemnified Party. Notwithstanding the foregoing notice requirement, the right to indemnification hereunder shall not be affected by any failure to provide such give, or delay in giving, notice shall not release unless, and only to the extent that, the rights and remedies of the Indemnifying Party from any shall have been materially prejudiced as a result of its obligations under this Agreement except such failure or delay. Any assertion by an Indemnified Party that an Indemnifying Party is liable to the extent that Indemnified Party for indemnification pursuant to Section 7.1 or Section 7.2 above must be delivered to the Indemnifying Party is materially prejudiced by such failure. The parties agree that notices for claims in respect prior to the expiration date (if applicable) of a breach of a the representation, warranty, covenant covenant, or agreement must be delivered prior giving rise to the expiration of any applicable survival period specified such indemnification obligation, as provided in Section 6.1 for such representation, warranty, covenant or agreement; provided, that if, prior to such applicable date, a party hereto shall have notified the other parties hereto in accordance with the requirements of this Section 5.3(a) of a claim for indemnification under this Agreement (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable date9.1.

Notification of Claims. (a) Any A Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”) shall promptly upon becoming aware notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any claim in respect of which indemnity may be sought hereunderunder this Article X, including any pending or threatened claim or demand by a third party that the Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party) (each, a “Third Party Claim”), describing in reasonable detail detail, to the extent practicable, the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to 63 provide such notice shall not release the Indemnifying Party from any of its obligations under this Agreement Article X except and only to the extent that the Indemnifying Party is materially actually prejudiced by such failure. The parties hereto agree that (i) notices for claims in respect of a breach or inaccuracy of a representation, warranty, representation or warranty or a breach of a covenant or agreement must be delivered prior to the date of the expiration of any applicable survival period period, if any, specified in Section 6.1 10.01 for such representation, warranty, covenant or agreementagreement and (ii) any claims for indemnification for which notice is not delivered in accordance with clause (i) of this Section 10.04(a) prior to the expiration of any such applicable survival period shall be expressly barred and are hereby waived; provided, however, that if, prior to such applicable date, a party hereto if any, an Indemnified Party shall have notified the other parties hereto an Indemnifying Party in accordance with the requirements of this Section 5.3(a10.04(a) of a claim for indemnification under this Agreement Article X (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement Article X notwithstanding the passing of any such applicable date.

Notification of Claims. (a) Any Person that may be entitled For the purpose of this Section 8.4, the term "Indemnifying Party" shall mean the party having an obligation hereunder to indemnify the other party or parties pursuant to this Section 8.4, and the term "Indemnified Party" shall mean the party having the right to be indemnified pursuant to this Section 8.4. Whenever any claim shall arise for indemnification under this Agreement (Section 8.4, the “Indemnified Party”) Party shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) Party in writing of any such claim and, when known, the facts constituting the basis for such claim (in respect of which indemnity may be sought hereunder, including any pending or threatened claim or demand reasonable detail). Failure by a third party that the Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability hereunder unless and only to the extent such failure prejudices the Indemnifying Party. The H&R Block Indemnified Parties shall not be entitled to indemnification under Section 8.4(b)(ii) unless, prior to March 15, 1999, a H&R Block Indemnified Party has determined has given or could notified H&R Block and Block Group in writing of the existence of any Losses and Expenses that may reasonably be expected to give rise to a right any such indemnification obligation. Notwithstanding any provision herein to the contrary, (i) any claim for indemnification related to or arising out of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against any Tax matter may be brought at any time prior to 60 Business Days after the Indemnified Party) (each, a “Third Party Claim”), describing in reasonable detail expiration of the facts and circumstances applicable Tax statute of limitations with respect to the subject matter of such claim relevant taxable period (including all extensions obtained, whether automatic or demand; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from permissive) and (ii) any of its obligations under this Agreement except to the extent that the Indemnifying Party is materially prejudiced by such failure. The parties agree that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 6.1 for such representation, warranty, covenant or agreement; provided, that if, prior to such applicable date, a party hereto shall have notified the other parties hereto in accordance with the requirements of this Section 5.3(a) of a claim for indemnification under this Agreement (whether based on, related to or not formal legal action arising out of any Tax matter set forth in Section 9.2(a) and Section 9.2(b) shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable dategoverned solely by Section 9.2 hereof.

Notification of Claims. (a) Any A Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”) shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any claim in respect of which indemnity may be sought hereunder, including any pending or threatened claim or demand by a third party that the Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party) (each, such claim being a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Agreement Article X except to the extent that the Indemnifying Party is materially prejudiced by such failure. The parties agree , it being understood that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 6.1 10.01 for such representation, warranty, covenant or agreement; provided, further, that if, prior to such applicable date, a party hereto shall have notified the other parties hereto in accordance with the requirements of this Section 5.3(a10.04(a) of a claim for indemnification under this Agreement Article X (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement Article X notwithstanding the passing of such applicable date.

Notification of Claims. (a) Any A Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”) shall promptly notify the party or parties liable for such against whom indemnification may be sought (the “Indemnifying Party”) in writing of any claim in respect of which indemnity may be sought hereunderunder this Article X, including any pending or threatened claim or demand by a third party that the Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted or unasserted, known or unknown or accrued or unaccrued, by a third party against the Indemnified Party) (each, a “Third Party Claim”), describing in reasonable detail the facts and circumstances (to the extent known based on the then available information) with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Agreement Article X except to the extent that the Indemnifying Party is materially prejudiced in the defense of such claim by such failure. The parties agree that (i) in this Article X they intend to shorten (in the case of the limited Survival Periods specified in Section 10.01) the applicable statute of limitations period with respect to certain claims; (ii) notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any the applicable survival period Survival Period specified in Section 6.1 10.01; and (iii) any claims for such representation, warranty, covenant or agreementindemnification for which notice is not timely delivered in accordance with this Section 10.04(a) shall be expressly barred and are hereby irrevocably and unconditionally waived; provided, that further, that, if, prior to such applicable date, a party hereto shall have notified the other parties party hereto in accordance with the requirements of this Section 5.3(a10.04(a) of a claim for indemnification under this Agreement Article X (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement Article X notwithstanding the passing of such applicable date.

Notification of Claims. (a) Any Person that may be entitled Subject to be the provisions of Section 12.5 and Section 12.6, in the event of the occurrence of an event which any party asserts constitutes a MLC Indemnity Claim or a Stockholder Indemnity Claim, as applicable, such party shall provide the indemnifying party with prompt notice of such event and shall otherwise make available to the indemnifying party all relevant information which is material to the claim and which is in the possession of the indemnified under this Agreement (party. If such event involves the “Indemnified Party”) shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing claim of any claim in respect of which indemnity may be sought hereunder, including any pending or threatened claim or demand by a third party that the Indemnified Party has determined has given or could reasonably give rise to (a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party) (each, a “Third "Third-Party Claim”"), describing the indemnifying party shall have the right to elect to join in reasonable detail the facts defense, settlement, adjustment or compromise of any such Third-Party Claim, and circumstances to employ counsel to assist such indemnifying party in connection with respect to the subject matter handling of such claim or demand; providedclaim, howeverat the sole expense of the indemnifying party, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Agreement except to the extent that the Indemnifying Party is materially prejudiced by such failure. The parties agree that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 6.1 for such representation, warranty, covenant or agreement; provided, that if, prior to such applicable date, a party hereto shall have notified the other parties hereto in accordance with the requirements of this Section 5.3(a) of a claim for indemnification under this Agreement (whether or not formal legal action shall have been commenced based upon such claim), and no such claim shall continue be settled, adjusted or compromised, or the defense thereof terminated, without the prior written consent of the indemnifying party unless and until the indemnifying party shall have failed, after the lapse of a reasonable period of time, but in no event more than 30 days after written notice to be subject it of the Third-Party Claim, to indemnification join in accordance the defense, settlement, adjustment or compromise of the same. An indemnified party's failure to give timely notice or to furnish the indemnifying party with this Agreement notwithstanding the passing of such applicable date.any relevant data and documents in

Notification of Claims. If any Purchaser Indemnified Party or Seller Indemnified Party (a) Any Person that may be entitled to be indemnified under this Agreement (the each, an “Indemnified Party”) shall promptly notify asserts that a Party has become obligated to the party or parties liable for such indemnification Indemnified Party pursuant to this Agreement other than pursuant to ARTICLE IX (the as so obligated, an “Indemnifying Party”) in writing of ), or if any claim in respect Claim is begun, made or instituted as a result of which indemnity the Indemnifying Party may be sought hereunder, including any pending or threatened claim or demand by a third party that become obligated to the Indemnified Party has determined has given hereunder, then in each instance the Indemnified Party shall notify the Indemnifying Party promptly and shall cooperate with the Indemnifying Party, at the Indemnifying Party’s expense, to the extent reasonably necessary for the resolution of such Claim or could reasonably give rise to a right in the defense of indemnification under this Agreement (such Claim, including a pending or threatened claim or demand asserted by a third party against making available any information, documents and things in the possession of the Indemnified Party) (each. Notwithstanding the foregoing notice requirement, a “Third Party Claim”)the right to indemnification hereunder shall not be affected by any failure to give, describing or delay in reasonable detail the facts giving, notice, unless, and circumstances with respect only to the subject matter extent that, the rights and remedies of such claim or demand; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any shall have been prejudiced as a result of its obligations under this Agreement except such failure or delay. Any assertion by an Indemnified Party that an Indemnifying Party is liable to the extent that Indemnified Party for indemnification pursuant to Section VIII.1 or Section VIII.2 above must be delivered to the Indemnifying Party is materially prejudiced by such failure. The parties agree that notices for claims in respect prior to the expiration date (if applicable) of a breach of a the representation, warranty, covenant covenant, agreement or agreement must be delivered prior obligation giving rise to the expiration of any applicable survival period specified such indemnification obligation, as provided in Section 6.1 for such representation, warranty, covenant or agreement; provided, that if, prior to such applicable date, a party hereto shall have notified the other parties hereto in accordance with the requirements of this Section 5.3(a) of a claim for indemnification under this Agreement (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable dateX.1.

Notification of Claims. (a) Any In the event that any Person that may be entitled to be indemnified under indemnification pursuant to this Agreement (the “Indemnified Party”) shall promptly notify the party or parties liable proposes to make any claim for such indemnification indemnification, the Indemnified Party will deliver to the indemnifying Party (the “Indemnifying Party”), which delivery with respect to the Losses arising from breaches of representations and warranties will be on or prior to the date upon which the applicable representations and warranties expire pursuant to Section 9.1(a) hereof, a written notice, which written notice will: (i) state that Losses have been incurred or that a claim has been made for which Losses may be incurred, (ii) specify the sections of this Agreement under which such claim is made, and (iii) specify in writing reasonable detail each individual item of Loss or other claim including the amount thereof and the date such Loss was incurred. In addition, each Indemnified Party will give written notice to the Indemnifying Party within thirty (30) calendar days of its receipt of service of any claim in respect of which indemnity may be sought hereunder, including any pending or threatened claim or demand Proceeding initiated by a third party that the Indemnified Party has determined has given or could reasonably give rise which pertains to a right of matter for which indemnification under this Agreement may be sought (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party) (each, a “Third Party ClaimProceeding”) (and which written notice includes the copies of the documents and information that were served upon such Indemnified Party), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide give such written notice shall will not release relieve the Indemnifying Party from any of its obligations under this Agreement except to the extent that hereunder if the Indemnifying Party is materially has not been prejudiced by such failure. The parties agree that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 6.1 for such representation, warranty, covenant or agreement; provided, that if, prior to such applicable date, a party hereto shall have notified the other parties hereto in accordance with the requirements of this Section 5.3(a) of a claim for indemnification under this Agreement (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable datethereby.

Notification of Claims. (a) Any Person that If an Indemnified Party may be entitled to be indemnified under indemnification pursuant to this Agreement (the “Article VIII, such Indemnified Party”) Party shall promptly notify in writing the party or parties liable for such from whom indemnification is sought (the each, an “Indemnifying Party”) in writing of any claim in respect of which indemnity may be sought hereunder, including any pending or threatened claim or demand by a third party that the Indemnified Party has determined has given or could reasonably give rise to a right of for indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party) (each, a “Third Party Claim”)Article VIII, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demanddemand (a “Claim Notice”); provided, however, that the failure to provide such notice shall not release the an Indemnifying Party from any of its obligations under this Agreement Article VIII except to the extent that the an Indemnifying Party is materially actually prejudiced by such failure. The parties acknowledge and agree that that: (i) they intend to shorten (in the case of the limited survival periods specified in Section 10.1) the applicable statute of limitations period with respect to certain claims; (ii) notices for claims in respect of a breach of a representation, warranty, covenant or agreement for indemnification pursuant to this Article VIII must be delivered prior to the expiration of any applicable survival period specified Survival Date set forth in Section 6.1 10.1; and (iii) any claim for such representation, warranty, covenant or agreementindemnification for which notice is not timely delivered in accordance with this Section 8.3 shall be expressly barred and is hereby waived; provided, further, that if, prior to such applicable date, a party hereto an Indemnified Party shall have notified the other parties hereto Indemnifying Party in accordance with the requirements of this Section 5.3(a) 8.3 of a claim for indemnification under this Agreement Article VIII (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement Article VIII notwithstanding the passing of such applicable date.

Notification of Claims. (a) Any Person that may be entitled Subject to be the provisions of Section 11.4 and Section 11.5, in the event of the occurrence of an event which any party asserts constitutes a Snydxx Xxxemnity Claim or a Stockholder Indemnity Claim, as applicable, such party shall provide the indemnifying party with prompt notice of such event and shall otherwise make available to the indemnifying party all relevant information which is material to the claim and which is in the possession of the indemnified under this Agreement (party. If such event involves the “Indemnified Party”) shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing claim of any claim in respect of which indemnity may be sought hereunder, including any pending or threatened claim or demand by a third party that the Indemnified Party has determined has given or could reasonably give rise to (a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party) (each, a “Third "Third-Party Claim”"), describing the indemnifying party shall have the right to elect to join in reasonable detail the facts defense, settlement, adjustment or compromise of any such Third-Party Claim, and circumstances to employ counsel to assist such indemnifying party in connection with respect to the subject matter handling of such claim or demand; providedclaim, howeverat the sole expense of the indemnifying party, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Agreement except to the extent that the Indemnifying Party is materially prejudiced by such failure. The parties agree that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 6.1 for such representation, warranty, covenant or agreement; provided, that if, prior to such applicable date, a party hereto shall have notified the other parties hereto in accordance with the requirements of this Section 5.3(a) of a claim for indemnification under this Agreement (whether or not formal legal action shall have been commenced based upon such claim), and no such claim shall continue be settled, adjusted or compromised, or the defense thereof terminated, without the prior consent of the indemnifying party unless and until the indemnifying party shall have failed, after the lapse of a reasonable period of time, but in no event more than thirty (30) days after written notice to be subject it of the Third-Party Claim, to indemnification join in accordance the defense, settlement, adjustment or compromise of the same. An indemnified party's failure to give timely notice or to furnish the indemnifying party with this Agreement notwithstanding the passing of such applicable date.any relevant data and documents in

Notification of Claims. (a) Any Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”) shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any claim in respect of which indemnity may be sought hereunder, including any pending or threatened claim or demand by a third party that the Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party) (each, a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Agreement except to the extent that the Indemnifying Party is materially prejudiced by such failure. The parties agree that notices for claims in respect of a breach of a representation, warranty, covenant or agreement pursuant to Sections 5.1 and 5.2 must be delivered prior to the expiration of any applicable survival period specified in Section 6.1 for such representation, warranty, covenant or agreement6.1; provided, that if, prior to such applicable date, a party hereto an Indemnified Party shall have notified the other parties hereto Indemnifying Party in accordance with the requirements of this Section 5.3(a) of a claim for indemnification under this Agreement (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable date.

Notification of Claims. (a) Any Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”) shall promptly notify the A party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any claim in respect of which indemnity may be sought hereunder, including any pending or threatened claim or demand by a third party that the Indemnified Party has determined has given or could reasonably give rise to a right of seeking indemnification under this Agreement Section 6 (including an "Indemnified Party") shall, in a pending or threatened claim or demand asserted by a timely manner, provide the party against whom indemnification pursuant to this Section 6 is being sought (the "Indemnifying Party"), with prompt notice of (i) all third party against actions, suits, proceedings, claims, demands or assessments subject to the Indemnified Party) indemnification provisions of this Section 6 (each, a “"Third Party Claim”"), describing in reasonable detail the facts and circumstances with respect (ii) all other claims or demands for indemnification pursuant to the subject matter of such claim or demandthis Section 6; provided, however, that the failure to provide such timely notice shall not release relieve the Indemnifying Party from any of its obligations under this Agreement liability that it otherwise may have to the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced by reason of such failure. The parties agree In connection with any Third Party Claim as to which both the Indemnifying Party and the Indemnified Party are parties, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Third Party Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Third Party Claim and, in such case, the Indemnified Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel unless: (i) the Indemnifying Party shall have agreed to pay such fees, out-of-pocket costs and expenses, (ii) the Indemnified Party reasonably shall have concluded that notices for claims in respect representation of a breach of a representationthe Indemnified Party and the Indemnifying Party by the same legal counsel would not be appropriate due to actual or, warranty, covenant or agreement must be delivered prior as reasonably determined by legal counsel to the expiration Indemnified Party, potentially differing interests between such parties in the conduct of the defense of such Claim, or if there may be legal defenses available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (iii) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after notice of the commencement of such Claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in clauses (i), (ii) or (iii) above, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of legal counsel for the Indemnified Party (together with appropriate local counsel). The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle or compromise any Claim or consent to the entry of any applicable survival period specified in Section 6.1 for such representation, warranty, covenant or agreement; provided, judgment that if, prior does not include an unconditional release of the Indemnified Party from all liabilities with respect to such applicable date, a party hereto shall have notified the other parties hereto in accordance with the requirements of this Section 5.3(a) of a claim for indemnification under this Agreement (whether Claim or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable datejudgment.

Notification of Claims. (a) Any Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”) Buyer shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) Parent in writing of any claim in respect of which indemnity may be sought hereunderunder this Article 5, including any pending or threatened claim or demand by a third party that the Indemnified Party Buyer has determined has given or could reasonably give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified PartyBuyer) (each, a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that (x) the failure to provide such notice shall not release the Indemnifying Party Parent from any of its obligations under this Agreement Article 5, except to the extent that the Indemnifying Party Parent is materially prejudiced by such failurefailure and (y) in the case of any claim for indemnification under Section 5.2(a)(vii), such notice may be delivered only on or after the earlier to occur of a Drag-Along Sale or Sale of the Company (each as defined in the LLC Agreement) and the second anniversary of an Initial Public Offering (as defined in the LLC Agreement). The parties agree that (i) notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 6.1 5.1 for such representation, warranty, covenant or agreementagreement and (ii) any claims for indemnification for which notice is not timely delivered in accordance with this Section 5.3(a) shall be expressly barred and are hereby waived; provided, further, that if, prior to such applicable date, a party hereto Buyer shall have notified the other parties hereto Parent in accordance with the requirements of this Section 5.3(a) of a claim for indemnification under this Agreement Article 5 (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement Article 5 notwithstanding the passing of such applicable date.

Notification of Claims. If any matter or thing contemplated by subparagraph 15(a) (aany such matter or thing being referred to as a “Claim”) Any Person that may is asserted against any party in respect of which indemnification is or might reasonably be entitled considered to be indemnified under this Agreement provided (the an “Indemnified Party”) shall promptly ), such Indemnified Party will notify the party Corporation as soon as possible of the nature of such Claim (but the omission or parties liable for such indemnification (delay so to notify the “Indemnifying Party”) in writing Corporation of any claim in respect of potential Claim shall not relieve the Corporation from any liability which indemnity it may be sought hereunder, including have to any pending or threatened claim or demand by a third party that the Indemnified Party has determined has given and any omission or could reasonably give rise delay so to a right notify the Corporation of indemnification under this Agreement (including a pending or threatened any actual claim or demand asserted by a third party against shall affect the Indemnified Party) (each, a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect Corporation’s liability only to the subject matter extent that it is prejudiced by that omission or delay) and the Corporation shall be entitled (but not required) to participate in and, to the extent that it shall wish, to assume the defence of any suit brought to enforce such claim or demandClaim; provided, however, that the failure defence shall be conducted through legal counsel acceptable to provide the Indemnified Party, acting reasonably, and that no settlement of any such notice Claim may be made by the Corporation or the Indemnified Party without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed, and the Corporation shall not release the Indemnifying Party from be liable for any of its obligations under this Agreement except to the extent that the Indemnifying Party is materially prejudiced by such failure. The parties agree that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration settlement of any applicable survival period specified such Claim unless it has consented in Section 6.1 for such representation, warranty, covenant or agreement; provided, that if, prior writing to such applicable date, a party hereto shall have notified the other parties hereto in accordance with the requirements of this Section 5.3(a) of a claim for indemnification under this Agreement (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable datesettlement.

Notification of Claims. (a) Any Person In the event that may be any Party entitled to be indemnified under indemnification pursuant to this Agreement (the “Indemnified Party”) shall promptly notify the party or parties liable proposes to make any claim for such indemnification indemnification, the Indemnified Party will deliver to the indemnifying Party (the “Indemnifying Party”), which delivery with respect to the Losses arising from breaches of representations and warranties will be on or prior to the date upon which the applicable representations and warranties expire pursuant to Section 9.1(a) hereof, a signed certificate, which certificate will (i) state that Losses have been incurred or that a claim has been made for which Losses may be incurred, (ii) specify the sections of this Agreement under which such claim is made and (iii) specify in writing reasonable detail each individual item of Loss or other claim including the amount thereof and the date such Loss was incurred. In addition, each Indemnified Party will give notice to the Indemnifying Party promptly following its receipt of service of any claim in respect of which indemnity may be sought hereunder, including any pending suit or threatened claim or demand proceeding initiated by a third party that the Indemnified Party has determined has given or could reasonably give rise which pertains to a right of matter for which indemnification under this Agreement may be sought (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party) (each, a “Third Third-Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide give such notice shall will not release relieve the Indemnifying Party from any of its obligations under this Agreement except to the extent that hereunder if the Indemnifying Party is materially has not been prejudiced by such failure. The parties agree that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 6.1 for such representation, warranty, covenant or agreement; provided, that if, prior to such applicable date, a party hereto shall have notified the other parties hereto in accordance with the requirements of this Section 5.3(a) of a claim for indemnification under this Agreement (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable datethereby.

Notification of Claims. (a) Any A Person that may be is entitled to be indemnified under this Agreement Article IX (the “Indemnified Party”) shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any claim in respect of which indemnity may be sought hereunder, including any pending or threatened claim claim, demand or demand by a third party circumstance that the Indemnified Party has determined has given or could would reasonably be expected to give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party Third-Party against the Indemnified Party) (each, such claim being a “Third Third-Party Claim”), describing which notice shall (i) identify the provision of this Agreement upon which the claim for indemnity is based, (ii) describe in reasonable detail detail, to the extent then known, the facts and circumstances with giving rise to such claim for indemnity (and annex thereto all supporting documentation available at such time, including any correspondence in respect of any Third-Party Claim and paid invoices for any claimed Losses), and (iii) include a summary, to the subject matter extent known of such claim or demandthe Losses for which the Indemnified Party claims to be entitled thereunder; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Agreement Article IX except to the extent that the Indemnifying Party is materially actually prejudiced by such failure. The parties agree , it being understood that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 6.1 9.01(b) or Section 9.02(b). Following delivery of any claim of indemnity for such representationany Third-Party Claim, warrantythe Indemnified Party shall deliver to the - 96 - Indemnifying Party, covenant or agreement; providedreasonably promptly after the Indemnified Party’s receipt thereof, that if, prior copies of all notices and documents (including court papers) received by the Indemnified Party relating to such applicable date, a party hereto shall have notified the other parties hereto in accordance with the requirements of this Section 5.3(a) of a claim for indemnification under this Agreement (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable dateThird-Party Claim.

Notification of Claims. (a) Any A Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”) ), shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any claim in respect of which indemnity may be sought hereunder, including any pending or threatened claim or demand by a third party that the Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party) (each, such claim being a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Agreement Article X except to the extent that the Indemnifying Party is materially actually prejudiced by such failure. The parties agree , it being understood that (i) notices for claims in respect of a breach of a representation, warranty, covenant or agreement (other than a Post-Closing Covenant) must be delivered prior to the expiration of any applicable survival period specified in Section 6.1 11.01 for such representation, warranty, covenant or agreementagreement and (ii) notices for claims in respect of a breach of a Post–Closing Covenant must be delivered prior to the date that is six months after the last day of the effective period of such Post–Closing Covenant; provided, further, that if, prior to such applicable date, a party hereto shall have notified the other parties party hereto in accordance with the requirements of this Section 5.3(a) writing of a claim for indemnification under this Agreement Article X (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement Article X notwithstanding the passing of such applicable date.

Notification of Claims. If any Purchaser Indemnified Party or Sellers' Indemnified Party (a) Any Person that may be entitled to be indemnified under this Agreement (the “each, an "Indemnified Party”") shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any claim in respect of which indemnity may be sought hereunder, including any pending or threatened claim or demand by asserts that a third party that Party has become obligated to the Indemnified Party has determined has given pursuant to Section 4.1(f)(C), 0, 0, Section 4.3(c), 0, Section 7.1 or could reasonably give rise to a right of indemnification under this Agreement Section 7.2 (including a pending as so obligated, an "Indemnifying Party"), or threatened if any suit, action, investigation, claim or demand asserted by proceeding is begun, made or instituted as a third party against result of which the Indemnifying Party may become obligated to the Indemnified Party hereunder, the Indemnified Party shall notify the Indemnifying Party promptly and shall cooperate with the Indemnifying Party) (each, a “Third Party Claim”)at the Indemnifying Party's expense, describing in reasonable detail the facts and circumstances with respect to the subject matter extent reasonably necessary for the resolution of such claim or demand; providedin the defense of such suit, howeveraction or proceeding, that including making available any information, documents and things in the possession of the Indemnified Party. Notwithstanding the foregoing notice requirement, the right to indemnification hereunder shall not be affected by any failure to provide such give, or delay in giving, notice shall not release unless, and only to the extent that, the rights and remedies of the Indemnifying Party from any shall have been materially prejudiced as a result of its obligations under this Agreement except such failure or delay. Any assertion by an Indemnified Party that an Indemnifying Party is liable to the extent that Indemnified Party for indemnification pursuant to Section 7.1 or Section 7.2 above must be delivered to the Indemnifying Party is materially prejudiced by such failure. The parties agree that notices for claims in respect prior to the expiration date (if applicable) of a breach of a the representation, warranty, covenant covenant, or agreement must be delivered prior giving rise to the expiration of any applicable survival period specified such indemnification obligation, as provided in Section 6.1 for such representation, warranty, covenant or agreement; provided, that if, prior to such applicable date, a party hereto shall have notified the other parties hereto in accordance with the requirements of this Section 5.3(a) of a claim for indemnification under this Agreement (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable date9.1.

Notification of Claims. (a) Any In the event that any Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”) shall promptly notify becomes entitled to indemnification pursuant to this Agreement, the party or parties liable Indemnified Party may deliver to the other Party responsible for such the indemnification (the “Indemnifying Party”) a signed certificate (an “Indemnification Notice”), which certificate will: (i) state that a Claim for indemnification is being made; (ii) specify the section(s) of this Agreement that have been breached by the Indemnifying Party or any other Person for whom the Indemnifying Party is responsible to provide indemnification for hereunder, (iii) state that Adverse Consequences have occurred or are reasonably likely to occur; and (iii) to the extent possible, specify in writing reasonable detail each individual Adverse Consequence including the amount thereof and the date such Adverse Consequence was incurred. In addition, each Indemnified Party will give notice to the Indemnifying Party promptly following its receipt of service of any claim in respect of Claim initiated by an unaffiliated third party which indemnity pertains to a matter for which indemnification may be sought hereunder, including any pending or threatened claim or demand by a third party that the Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Agreement hereunder (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party) (each, a “Third Third-Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide give such notice shall will not release relieve the Indemnifying Party from any of its obligations under this Agreement except to the extent that hereunder if the Indemnifying Party is materially has not been prejudiced by such failure. The parties agree that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 6.1 for such representation, warranty, covenant or agreement; provided, that if, prior to such applicable date, a party hereto shall have notified the other parties hereto in accordance with the requirements of this Section 5.3(a) of a claim for indemnification under this Agreement (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable datethereby.

Notification of Claims. If any Purchaser Indemnified Party or Seller Indemnified Party (a) Any Person that may be entitled to be indemnified under this Agreement (the each, an “Indemnified Party”) shall promptly notify asserts that a Party has become obligated to the party or parties liable for such indemnification Indemnified Party pursuant to this Agreement other than pursuant to ARTICLE IX (the as so obligated, an “Indemnifying Party”) in writing of ), or if any suit, action, investigation, claim in respect or proceeding is begun, made or instituted as a result of which indemnity the Indemnifying Party may be sought hereunder, including any pending or threatened claim or demand by a third party that become obligated to the Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against hereunder, then in each instance the Indemnified Party shall notify the Indemnifying Party promptly and shall cooperate with the Indemnifying Party) (each, a “Third Party Claim”)at the Indemnifying Party’s expense, describing in reasonable detail the facts and circumstances with respect to the subject matter extent reasonably necessary for the resolution of such claim or demand; providedin the defense of such suit, howeveraction or proceeding, that including making available any information, documents and things in the possession of the Indemnified Party. Notwithstanding the foregoing notice requirement, the right to indemnification hereunder shall not be affected by any failure to provide such notice shall not release give, or delay in giving, notice, unless, and only to the extent that, the rights and remedies of the Indemnifying Party from any shall have been prejudiced as a result of its obligations under this Agreement except such failure or delay. Any assertion by an Indemnified Party that an Indemnifying Party is liable to the extent that Indemnified Party for indemnification pursuant to Section 8.1 or Section 8.2 above must be delivered to the Indemnifying Party is materially prejudiced by such failure. The parties agree that notices for claims in respect prior to the expiration date (if applicable) of a breach of a the representation, warranty, covenant covenant, agreement or agreement must be delivered prior obligation giving rise to the expiration of any applicable survival period specified such indemnification obligation, as provided in Section 6.1 for such representation, warranty, covenant or agreement; provided, that if, prior to such applicable date, a party hereto shall have notified the other parties hereto in accordance with the requirements of this Section 5.3(a) of a claim for indemnification under this Agreement (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable date10.1.

Notification of Claims. (a) Any Person In the event that may be any party entitled to be indemnified under indemnification pursuant to this Agreement (the “"Indemnified Party”") shall promptly notify the party or parties liable proposes to make any claim for such indemnification indemnification, the Indemnified Party shall deliver to the indemnifying party (the “"Indemnifying Party”"), which delivery with respect to the Losses arising from breaches of representations and warranties shall be on or prior to the date upon which the applicable representations and warranties expire pursuant to Section 9.1 hereof, a signed certificate, which certificate shall (i) state that Losses have been incurred or that a claim has been made for which Losses may be incurred, (ii) specify the sections of this Agreement under which such claim is made and (iii) specify in writing reasonable detail each individual item of Loss or other claim including the amount thereof and the date such Loss was incurred. In addition, each Indemnified Party shall give notice to the Indemnifying Party within ten (10) days of its receipt of service of any claim in respect of which indemnity may be sought hereunder, including any pending suit or threatened claim or demand proceeding initiated by a third party that the Indemnified Party has determined has given or could reasonably give rise which pertains to a right of matter for which indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party) (each, a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demandmay be sought; provided, however, that the failure to provide give such notice shall not release relieve the Indemnifying Party from any of its obligations under this Agreement except to the extent that hereunder if the Indemnifying Party is materially has not been prejudiced by such failure. The parties agree that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 6.1 for such representation, warranty, covenant or agreement; provided, that if, prior to such applicable date, a party hereto shall have notified the other parties hereto in accordance with the requirements of this Section 5.3(a) of a claim for indemnification under this Agreement (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable datethereby.

Notification of Claims. (a) Any A Person that who may be entitled to be indemnified and held harmless under this Agreement Section 13.01 or Section 13.02 (the “Indemnified Party”) shall ), shall, as promptly as reasonably practical, notify the party or parties that is potentially liable for such indemnification therefor (the “Indemnifying Party”) in writing of any claim in respect of which indemnity may be sought hereunder, including any pending or threatened claim Action, claim, investigation, proceeding or demand by a third party Third Party that the Indemnified Party has determined has given or could reasonably give rise to such a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party Third Party against the Indemnified Party) (each, such claim being a “Third Third-Party Claim”), describing in reasonable detail detail, to the extent then known, the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Agreement Article XIII except to the extent that the Indemnifying Party is materially actually prejudiced by such failure. The parties agree , it being understood that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 6.1 14.01 for such representation, warranty, covenant or agreement. Following delivery of a notice of a Third-Party Claim, the Indemnified Party shall deliver to the Indemnifying Party, reasonably promptly after the Indemnified Party’s receipt thereof, copies of all non-privileged notices and documents (including court papers) received by the Indemnified Party relating to such Third-Party Claim; provided, that if, prior the failure to provide such applicable date, copies on a party hereto timely basis shall have notified not affect the other parties hereto in accordance with the requirements of this Section 5.3(a) of a claim for indemnification provided under this Agreement (whether or not formal legal action shall have been commenced based upon except to the extent the Indemnifying Party is actually prejudiced by such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable datefailure.

Notification of Claims. (a) Any A Person that who may be entitled to be indemnified and held harmless under this Agreement Section 13.01 or Section 13.02 (the “Indemnified Party”) ), shall promptly notify the party or parties that is potentially liable for such indemnification therefor (the “Indemnifying Party”) in writing of any claim in respect of which indemnity may be sought hereunder, including any pending or threatened claim or demand by a third party that the Indemnified Party has determined has given or could reasonably give rise to such a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party) (each, such claim being a “Third Third-Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demanddemand and the specific representation, warranty or provision of this Agreement that the Indemnified Party alleges to be breached; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Agreement Article XIII except to the extent that the Indemnifying Party is materially prejudiced by such failure. The parties agree , it being understood that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 6.1 14.01 for such representation, warranty, covenant or agreement; provided. Following delivery of a notice of a Third-Party Claim, that ifthe Indemnified Party shall deliver to the Indemnifying Party, prior promptly (and in any event within five (5) Business Days) after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to such applicable date, a party hereto shall have notified the other parties hereto in accordance with the requirements of this Section 5.3(a) of a claim for indemnification under this Agreement (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable dateThird-Party Claim.

Notification of Claims. (a) Any Person that may be entitled to be indemnified under this Agreement (the an “Indemnified Party”) shall promptly notify the party or parties liable for such indemnification (the an “Indemnifying Party”) in writing of any claim in respect of which indemnity may be sought hereunder, including any pending or threatened claim or demand by a third party that the Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party) (each, a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Agreement except to the extent that the Indemnifying Party is materially prejudiced by such failure. The parties agree that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 6.1 for such representation, warranty, covenant or agreement; provided, that if, prior to such applicable date, a party hereto shall have notified the other parties hereto in accordance with the requirements of this Section 5.3(a4.9(a) of a claim for indemnification under this Agreement (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable date.

Notification of Claims. (a) Any Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”) shall promptly notify the If any party or parties liable for such indemnification (the “"Indemnified ----------- Party") reasonably believes that it is entitled to indemnification hereunder, ------ or otherwise receives notice of the assertion or commencement of any third-party claim, action, or proceeding (a "Third-Party Claim"), with respect to which ----------------- such other party or parties (the "Indemnifying Party”") in writing of any claim in respect of which indemnity may be sought hereunderis obligated to provide ------------------ indemnification pursuant to Section 7.1 or 7.2 above, including any pending or threatened claim or demand by a third party that the Indemnified Party has determined has given or could reasonably shall promptly give rise to a right the Indemnifying Party written notice of such claim for Indemnification (an "Indemnity Claim"). Any claim for indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party) (each, a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Agreement except to the extent that the Indemnifying Party is materially prejudiced by such failure. The parties agree that notices for claims in respect of a breach of a representation, warranty, covenant or agreement ---------------- Section 7 must be delivered brought prior to the expiration of any applicable the survival period specified for the representation and warranty as set forth in Section 6.1 9.1. The delivery of such notice of Indemnity Claim ("Claim Notice") shall be a condition precedent to any ------------ liability of the Indemnifying Party for such representation, warranty, covenant or agreement; provided, that if, prior to such applicable date, a party hereto indemnification hereunder. The Indemnifying Party shall have notified twenty (20) days from the other parties hereto in accordance with the requirements of this Section 5.3(a) receipt of a claim for indemnification under this Agreement Claim Notice (the "Notice Period") to notify the Indemnified Party of whether or not formal legal action shall have been commenced based upon ------ ------ the Indemnifying Party disputes its liability to the Indemnified Party with respect to such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable dateIndemnity Claim.

Notification of Claims. If any matter or thing contemplated by Section 12.1 or 12.2 (aany such matter or thing being referred to as a "Claim") Any Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”) shall promptly notify the party is asserted against any person or parties liable for such indemnification (the “Indemnifying Party”) in writing of any claim company in respect of which indemnity indemnification is or might reasonably be considered to be provided, such person or company (the "Indemnified Party") will notify the party from which indemnification is being sought (the "Indemnifying Party") as soon as possible of the nature of such Claim (but the failure so to notify the Indemnifying Party of any potential Claim shall not relieve the Indemnifying Party from any liability which it may be sought hereunder, including have to any pending or threatened claim or demand by a third party that the Indemnified Party has determined has given or could reasonably give rise and any omission to a right so notify the Indemnifying Party of indemnification under this Agreement (including a pending or threatened any actual claim or demand asserted by a third party against shall affect the Indemnified Indemnifying Party) (each, a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect 's liability only to the subject matter extent that it is materially prejudiced by that failure). The Indemnifying Party shall be entitled to participate in and, to the extent that it shall wish, to assume the defence of any suit brought to enforce such claim or demandClaim; provided, however, that the failure defence shall be conducted through legal counsel reasonably acceptable to provide the Indemnified Party, that no settlement of any such notice Claim or admission of liability may be made by the Indemnifying Party or the Indemnified Party without the prior written consent of the other parties, acting reasonably, and the Indemnifying Party shall not be liable for any settlement of any such Claim unless it has consented in writing to such settlement or unless such settlement, compromise or judgment (a) includes an unconditional release of the Indemnified Party and the Indemnifying Party from all liability arising out of such action or claim and (b) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any of its obligations under this Agreement except to the extent that Indemnified Party or the Indemnifying Party is materially prejudiced by such failure. The parties agree that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 6.1 for such representation, warranty, covenant or agreement; provided, that if, prior to such applicable date, a party hereto shall have notified the other parties hereto in accordance with the requirements of this Section 5.3(a) of a claim for indemnification under this Agreement (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable dateParty.

Notification of Claims. (a) Any Person that may be A party entitled to be indemnified under this Agreement pursuant to Section 9.01 or 9.02 (the “Indemnified Party”"INDEMNIFIED PARTY") shall promptly notify shall, within 15 days of receiving notice or becoming aware of the party existence or parties liable for such indemnification (the “Indemnifying Party”) in writing assertion of any claim in respect or demand, the commencement of any action, suit or proceeding, the occurrence of any event or the existence of any fact or circumstance which indemnity may be sought hereunder, including any pending or threatened claim or demand by a third party that the Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third an "INDEMNIFICATION CLAIM"), notify the party against liable for such indemnification (the Indemnified Party"INDEMNIFYING PARTY") (each, a “Third Party Claim”)in writing of such claim, describing in reasonable detail the basis of its claim for indemnification and providing copies of all written material relating thereto and an estimate of the amount of Losses that have been or may be suffered by the Indemnified Party. In the event that an Indemnified Party shall fail to give such notice of an Indemnification Claim within such 15-day period, the Indemnifying Party shall be relieved of liability hereunder in respect of such Indemnification Claim (or the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Agreement except giving rise thereto) to the extent that the Indemnifying Party is materially prejudiced by or damaged as a result of such failure. The parties agree that notices for claims in respect of a breach of a representationfailure (and, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 6.1 for such representation, warranty, covenant or agreement; provided, that if, prior to such applicable dateextent, a party hereto all Losses resulting from such Indemnification Claim shall have notified be disregarded for purposes of determining whether the other parties hereto in accordance with the requirements of this Section 5.3(a) of a claim for indemnification under this Agreement (whether or not formal legal action shall have Basket Amount has been commenced based upon such claimexceeded), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable date.

Notification of Claims. (a) Any A Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”) ), shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any claim in respect of which indemnity may be sought hereunder, including any pending or threatened claim or demand by a third party that the Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party) (each, such claim being a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demanddemand and the specific representation, warranty or provision of this Agreement that the Indemnified Party assumes to be breached; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Agreement Article XIII except to the extent that the Indemnifying Party is materially prejudiced by such failure. The parties agree , it being understood that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 6.1 14.01 for such representation, warranty, covenant or agreementagreement (except in respect of Losses arising out of criminal activity or actual fraud that is intended to affect the other party); provided, further, that if, prior to such applicable date, a party hereto shall have notified the other parties party hereto in accordance with the requirements of this Section 5.3(a13.03(a) of a claim for indemnification under this Agreement Article XIII (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement Article XIII notwithstanding the passing of such applicable date.

Notification of Claims. (a) Any Person In the event that may be any party hereto entitled to be indemnified under indemnification pursuant to this Agreement (the “Indemnified Party”) shall promptly notify the party or parties liable proposes to make any claim for such indemnification indemnification, the Indemnified Party will deliver to the indemnifying party (the “Indemnifying Party”), which delivery with respect to the Losses arising from breaches of representations and warranties will be on or prior to the date upon which the applicable representations and warranties expire pursuant to Section 9.1(a) hereof, a signed certificate, which certificate will (i) state that Losses have been incurred or that a claim has been made for which Losses may be incurred, (ii) specify the sections of this Agreement under which such claim is made, and (iii) specify in writing reasonable detail each individual item of Loss or other claim including the amount thereof and the date such Loss was incurred. In addition, each Indemnified Party will give notice to the Indemnifying Party promptly following its receipt of service of any claim in respect of which indemnity may be sought hereunder, including any pending suit or threatened claim or demand proceeding initiated by a third party that the Indemnified Party has determined has given or could reasonably give rise which pertains to a right of matter for which indemnification under this Agreement may be sought (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party) (each, a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide give such notice shall will not release relieve the Indemnifying Party from any of its obligations under this Agreement except to the extent that hereunder if the Indemnifying Party is has not been materially prejudiced by such failure. The parties agree that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 6.1 for such representation, warranty, covenant or agreement; provided, that if, prior to such applicable date, a party hereto shall have notified the other parties hereto in accordance with the requirements of this Section 5.3(a) of a claim for indemnification under this Agreement (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable datethereby.

Notification of Claims. (a) Any Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”) shall promptly notify the If any party or parties liable for such indemnification (the “"Indemnified Party") reasonably believes that ----------------- it is entitled to indemnification hereunder, or otherwise receives notice of the assertion or commencement of any third-party claim, action, audit or proceeding (a "Third-Party Claim"), with respect to which such other party or parties (the ----------------- "Indemnifying Party”") in writing of any claim in respect of which indemnity is or may be sought hereunderobligated to provide indemnification pursuant ------------------ to Section 10.1 or 10.2 above, including any pending or threatened claim or demand by a third party that the Indemnified Party has determined has given or could reasonably shall promptly give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party) (each, a “Third -------------------- Indemnifying Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter written notice of such claim for Indemnification or demand; Third- Party Claim (an "Indemnity Claim") provided, however, that the failure of any --------------- Indemnified Party hereunder to provide such notice shall not release give the Indemnifying Party from prompt notice as provided herein shall not relieve the Indemnifying Party of any of its obligations under this Agreement hereunder except to the extent that the Indemnifying Party is materially prejudiced by thereby. Any such failurenotice shall set forth in reasonable detail the facts, circumstances and basis of the claim. The parties agree that notices Notwithstanding the foregoing, any claim for claims in respect of a breach of a representation, warranty, covenant or agreement indemnification under this Article X must be delivered brought prior to the expiration of the survival periods set forth in Article VI. The delivery of such notice of Indemnity Claim ("Claim Notice") shall be a condition precedent ------------ to any applicable survival period specified in Section 6.1 for such representation, warranty, covenant or agreement; provided, that if, prior to such applicable date, a party hereto shall have notified liability of the other parties hereto in accordance with the requirements of this Section 5.3(a) of a claim Indemnifying Party for indemnification under this Agreement (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable datehereunder.

Notification of Claims. (a) Any A Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”) ), shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any claim in respect of which indemnity may be sought hereunderunder this Article VII, including any pending or threatened claim or demand by a third party that the Indemnified Party has reasonably determined has given or could reasonably give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party) (each, such claim being a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Agreement Article VII except to the extent that the Indemnifying Party is materially prejudiced by such failure. The parties agree that (i) in this Article VII they intend to shorten (in the case of the limited survival periods specified in Section 7.1) and lengthen (in the case of the indefinite survival periods specified in Section 7.1), as the case may be, the applicable statute of limitations period with respect to certain claims, (ii) notices for claims in respect of a breach of a representation, warranty, covenant or agreement (other than a Post-Closing Covenant) must be made in good faith and delivered prior to the expiration of any applicable survival period specified in Section 6.1 7.1 for such representation, warranty, covenant or agreement, and (iii) any claims for indemnification for which notice is not timely delivered in accordance with this Section 7.5(a) shall be expressly barred and are hereby waived; provided, that if, prior to such applicable date, a party hereto shall have notified in good faith the other parties party hereto in accordance with the requirements of this Section 5.3(a7.5(a) of a claim for indemnification under this Agreement Article VII (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement Article VII notwithstanding the passing of such applicable date.

Notification of Claims. (a) Any A Person that who may be entitled to be indemnified and held harmless under this Agreement Section 13.02 or Section 13.03 (the “Indemnified Party”) ), shall promptly notify the party (and in any event within fifteen (15) Business Days) provide written notice to Buyer or parties liable for such indemnification Seller, as applicable (the “Indemnifying Party”) in writing of any claim in respect of which indemnity may be sought hereunder, including any pending or threatened claim or demand by a third party that the Indemnified Party has determined has given or could reasonably give rise to such a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party) (each, such claim being a “Third Third-Party Claim”), describing in setting forth (i) a reasonable detail detailed description of the facts and circumstances with respect claim, (ii) a good faith estimate of the amount of the claim (to the subject matter extent ascertainable) and (iii) the specific representation, warranty or provision of such claim or demandthis Agreement that the Indemnified Party alleges to be breached; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Agreement Article XIII except to the extent that the Indemnifying Party is materially actually prejudiced by such failure. The parties agree , it being understood that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 6.1 13.01 for such representation, warranty, covenant or agreement; provided. Following delivery of a notice of a Third-Party Claim, that ifthe Indemnified Party shall deliver to the Indemnifying Party, prior promptly (and in any event within twenty (20) Business Days) after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to such applicable date, a party hereto shall have notified the other parties hereto in accordance with the requirements of this Section 5.3(a) of a claim for indemnification under this Agreement (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable dateThird-Party Claim.

Notification of Claims. (a) Any Except as otherwise provided in any Ancillary Agreement, a Person that may be entitled to be indemnified under this Agreement hereunder (the “Indemnified Party”) ), shall promptly notify the party or parties Party liable for such indemnification (the “Indemnifying Party”) in writing of any claim in respect of which indemnity may be sought hereunder, including any pending or threatened claim or demand asserted by a third party against the Indemnified Party that the Indemnified Party has determined has given or could would reasonably be expected to give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party) (each, a “Third Party Claim”), describing in reasonable detail (to the extent then known) the facts and circumstances with respect to the subject matter of such claim or demandThird Party Claim and the basis for indemnification; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Agreement Article X except to the extent that the Indemnifying Party is materially prejudiced by such failure. The parties agree , it being understood that notices for claims in respect of a breach of a representation, warranty, covenant representation or agreement warranty must be delivered prior to the expiration of any applicable survival period specified in Section 6.1 11.01 for such representation, representation or warranty, covenant or agreement; provided, further, that if, prior to such applicable date, a party hereto each Transferred Claim shall have notified the other parties hereto in accordance with the requirements of this Section 5.3(a) of a claim for indemnification under this Agreement (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue be deemed to be subject a Third Party Claim as of the Closing Date to indemnification in accordance the extent such claims have not been finally settled at such time. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, as promptly as reasonably practicable following the Indemnified Party’s receipt thereof, copies of all written notices and documents (including any court papers) received by the Indemnified Party relating to the Third Party Claim and the Indemnified Party shall provide the Indemnifying Party with this Agreement notwithstanding such other information with respect to any such Third Party Claim as is reasonably requested by the passing of such applicable dateIndemnifying Party.

Notification of Claims. (a) Any In the event that any Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”) shall promptly notify becomes entitled to indemnification pursuant to this Agreement, the party or parties liable Indemnified Party may deliver to the Party responsible for such the indemnification (the “Indemnifying Party”) a signed certificate (an “Indemnification Notice”), which certificate will: (i) state that a Claim for indemnification is being made; (ii) specify the section(s) of this Agreement that have been breached by the Indemnifying Party or any other Person for whom the Indemnifying Party is responsible to provide indemnification hereunder, (iii) state that Adverse Consequences have occurred or are reasonably likely to occur; and (iii) to the extent possible, specify in writing reasonable detail each individual Adverse Consequence including the amount thereof and the date such Adverse Consequence was incurred. In addition, each Indemnified Party will give notice to the Indemnifying Party promptly following its receipt of service of any claim in respect of Claim initiated by an unaffiliated third party which indemnity pertains to a matter for which indemnification may be sought hereunder, including any pending or threatened claim or demand by a third party that the Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Agreement hereunder (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party) (each, a “Third Third-Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide give such notice shall will not release relieve the Indemnifying Party from any of its obligations under this Agreement except to the extent that hereunder if the Indemnifying Party is materially has not been prejudiced by such failure. The parties agree that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 6.1 for such representation, warranty, covenant or agreement; provided, that if, prior to such applicable date, a party hereto shall have notified the other parties hereto in accordance with the requirements of this Section 5.3(a) of a claim for indemnification under this Agreement (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable datethereby.

Notification of Claims. (a) Any Person that may be entitled to be indemnified under this Agreement (In the “Indemnified Party”) shall promptly notify event of the party or parties liable for such indemnification (the “Indemnifying Party”) in writing occurrence of any claim in respect event which any party asserts constitutes a Buyer Indemnity Claim or Seller Indemnity Claim, as applicable, the indemnified party shall provide the indemnifying party with prompt notice of such event, including, without limitation, any facts and circumstances which indemnity may be sought hereunder, including any pending or threatened claim or demand by a third party that the Indemnified Party has determined has given or could reasonably give rise to a right such claim, and shall otherwise make available to the indemnifying party all relevant information which is material to the claim and which is in the possession of indemnification under this Agreement (including a pending or threatened the indemnified party. If such event involves the claim or demand asserted by a of any third party against the Indemnified Party) (each, a “Third "Third-Party Claim”"), describing the indemnifying party shall have the right to elect to join in reasonable detail the facts defense, settlement, adjustment or compromise of any such Third-Party Claim, and circumstances to employ counsel to assist such indemnifying party in connection with respect to the subject matter handling of such claim, at the sole expense of the indemnifying party, and no such claim shall be settled, adjusted or demand; providedcompromised, howeveror the defense thereof terminated, that without the prior consent of the indemnifying party unless and until the indemnifying party shall have failed, after the lapse of a reasonable period of time, but in no event more than 30 days after written notice to it of the Third-Party Claim, to join in the defense, settlement, adjustment or compromise of the same. An indemnified party's failure within a reasonable time to provide such give notice or to furnish the indemnifying party with any relevant data and documents in its possession in connection with any Third-Party Claim shall not release the Indemnifying Party from constitute a defense (in part or in whole) to any of its obligations under this Agreement claim for indemnification by such party, except and only to the extent that the Indemnifying Party is materially prejudiced by such failure. The parties agree that notices for claims failure shall result in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior any material prejudice to the expiration of indemnifying party. If so desired by any applicable survival period specified in Section 6.1 for such representation, warranty, covenant or agreement; provided, that if, prior to such applicable date, a party hereto shall have notified the other parties hereto in accordance with the requirements of this Section 5.3(a) of a claim for indemnification under this Agreement (whether or not formal legal action shall have been commenced based upon such claim)indemnifying party, such claim shall continue party may elect, at such party's sole expense, to be subject to indemnification in accordance with this Agreement notwithstanding assume control of the passing of such applicable date.defense, settlement,

Notification of Claims. (a) Any A Person that who may be entitled to be indemnified and held harmless under this Agreement Section 13.01 or Section 13.02 (the “Indemnified Party”) ), shall promptly notify the party Buyer or parties liable for such indemnification Seller, as applicable (the “Indemnifying Party”) in writing of any claim in respect of which indemnity may be sought hereunder, including any pending or threatened claim or demand by a third party that the Indemnified Party has determined has given or could reasonably give rise to such a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party) (each, such claim being a “Third Third-Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demanddemand and, if applicable, the specific representation, warranty or provision of this Agreement that the Indemnified Party alleges to be breached; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Agreement Article XIII except to the extent that the Indemnifying Party is materially actually prejudiced by such failure. The parties agree , it being understood that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 6.1 14.01 for such representation, warranty, covenant or agreement; provided. Following delivery of a notice of a Third-Party Claim, that ifthe Indemnified Party shall deliver to the Indemnifying Party, prior promptly (and in any event within ten (10) Business Days) after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to such applicable date, a party hereto shall have notified the other parties hereto in accordance with the requirements of this Section 5.3(a) of a claim for indemnification under this Agreement (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable dateThird-Party Claim.

Notification of Claims. (a) Any Person that may be entitled to be indemnified under this Agreement Article 5 (the “Indemnified Party”) shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any claim in respect of which indemnity may be sought hereunder, including any pending or threatened claim or demand by a third party that the Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party) (each, a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Agreement except to the extent that the Indemnifying Party is materially prejudiced by such failure. The parties agree that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 6.1 6 for such representation, warranty, covenant or agreement; provided, that if, prior to such applicable date, a party hereto shall have notified the other parties hereto in accordance with the requirements of this Section 5.3(a) 4 or 5, as applicable, of a claim for indemnification under this Agreement (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable date.

Notification of Claims. (a) Any Person that may be A party entitled to be indemnified under this Agreement pursuant to Section 7.2 or 7.3 (the “"Indemnified Party”") shall promptly notify the party or parties liable for such indemnification (the “"Indemnifying Party”") in writing of any claim in respect of which indemnity may be sought hereunder, including any pending or threatened claim or demand by a third party that which the Indemnified Party has determined determined, has given or could reasonably give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against Agreement, as soon as possible after the Indemnified Party) (each, a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter becomes aware of such claim or demand; provided, however, that the Indemnified Party's failure to provide give such notice shall not release to the Indemnifying Party from in a timely fashion shall not result in the loss of the Indemnified Party's rights with respect thereto except to the extent the Indemnified Party is prejudiced by the delay. Notwithstanding the foregoing, any such notice relating to Seller's indemnification under Section 7.2(a)(ii) above based on a violation of a representation or warranty in Article II must be delivered, if at all, prior to the end of any survival period set forth in Article II, failing which Seller's indemnification obligations under Section 7.2(a)(ii) above shall be extinguished and terminated. Subject to the Indemnifying Party's right to defend in good faith third party claims as hereinafter provided, the Indemnifying Party shall satisfy its obligations under this Agreement except to Article VII within thirty (30) days after the extent receipt of written notice thereon from the Indemnified Party, it being agreed that the Indemnifying Party need not satisfy such obligations during any period in which the Indemnifying Party is materially prejudiced by such failure. The parties agree that notices for claims defending in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to good faith the expiration of any applicable survival period specified third party claim in Section 6.1 for such representation, warranty, covenant or agreement; provided, that if, prior to such applicable date, a party hereto shall have notified the other parties hereto in accordance with the requirements of this Section 5.3(a) of a claim for indemnification under this Agreement (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable datemanner described hereinbelow.

Notification of Claims. (a) Any Person that may be A party entitled to be indemnified under pursuant to this Agreement Section 12 (the “Indemnified Party”) shall promptly notify provide prompt written notice to the party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any claim in respect of which indemnity may be sought hereunder, including any pending or threatened claim or demand by a third party that which the Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Agreement (including a pending or threatened Agreement. The Indemnifying Party shall promptly undertake to discharge its obligations hereunder. Additionally, the Indemnifying Party shall employ counsel reasonably acceptable to the Indemnified Party to defend any such claim or demand asserted by a third party against the Indemnified Party) (each, a “Third . The Indemnified Party Claim”), describing shall have the right to participate in reasonable detail the facts and circumstances with respect to the subject matter defense of any such claim or demand; provided, however, that the failure to provide such notice demand at its own expense. The Indemnified Party shall not release cooperate with the Indemnifying Party from in any such defense. In addition, the Indemnified Party shall at all times have the right to fully participate in any settlement which it reasonably believes would have an adverse effect on Agreement for Marketing and Brand Development Services - 5 its business, but the Indemnified Party shall not make any settlement of its obligations under this Agreement except any Claims that might give rise to the extent that liability of the Indemnifying Party is materially prejudiced by such failurewithout the prior written consent of the Indemnifying Party. The parties agree that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior Indemnified Party shall make available to the expiration of Indemnifying Party or its agents all records and other materials in the Indemnified Party’s possession reasonably required by it for its use in contesting any applicable survival period specified in Section 6.1 for such representation, warranty, covenant third party claim or agreement; provided, that if, prior to such applicable date, a party hereto shall have notified the other parties hereto in accordance with the requirements of this Section 5.3(a) of a claim for indemnification under this Agreement (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable datedemand.

Notification of Claims. (a) Any Person that may be A party entitled to be indemnified under this Agreement pursuant to Section 7.2 or 7.3 (the “"Indemnified Party”") shall promptly notify the party or parties liable for such indemnification (the “"Indemnifying Party”") in writing of any claim in respect of which indemnity may be sought hereunder, including any pending or threatened claim or demand by a third party that which the Indemnified Party has determined has given gives rise or could reasonably will likely give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against Agreement, as soon as possible after the Indemnified Party) (each, a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter becomes aware of such claim or demanddemand and has made such determination; provided, however, that the Indemnified Party's failure to provide give such notice shall not release to the Indemnifying Party from any in a timely fashion shall not result in the loss of the Indemnified Party's rights with respect thereto except to the extent the Indemnified Party is prejudiced by the delay. Subject to the Indemnifying Party's right to defend in good faith third party claims as hereinafter provided, the Indemnifying Party shall satisfy its obligations under this Agreement except to Article VII within thirty (30) days after the extent receipt of written notice thereon from the Indemnified Party, it being agreed that the Indemnifying Party need not satisfy such obligations during any period in which the Indemnifying Party is materially prejudiced by such failure. The parties agree that notices for claims defending in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to good faith the expiration of any applicable survival period specified third party claim in Section 6.1 for such representation, warranty, covenant or agreement; provided, that if, prior to such applicable date, a party hereto shall have notified the other parties hereto in accordance with the requirements of this Section 5.3(a) of a claim for indemnification under this Agreement (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable datemanner described hereinbelow.

Notification of Claims. (ai) Any Person that may be is entitled to be indemnified under this Agreement Section 9.1 (the “Indemnified Party”) shall promptly notify provide written notice to the party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any claim in respect of which indemnity may be sought hereunder, including any pending or threatened claim claim, demand or demand by a third party circumstance that the Indemnified Party has determined has given or could would reasonably be expected to give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party Third Party against the Indemnified Party) (each, such claim being a “Third Third-Party Claim”), describing which notice shall (A) identify the provision of this Section 9.1 upon which the claim for indemnity is based; (B) to the extent then known, describe in reasonable detail the facts and circumstances with respect giving rise to such claim for indemnity; and (C) to the subject matter extent known and quantifiable, include a summary of such claim or demandthe Losses for which the Indemnified Party claims to be entitled thereunder; provided, however, that that the failure to provide such notice shall not release so notify the Indemnifying Party from any shall not limit the indemnification rights of its obligations the Indemnified Party under this Agreement Agreement, except to the extent that the Indemnifying Party is materially actually prejudiced by such failure. The parties agree ; provided, further, that notices for indemnification claims in respect of a breach of a representation, warranty, covenant pursuant to Section 9.1(b)(i) or agreement Section 9.1(c)(i) must be delivered prior to the expiration of any applicable survival period specified in Section 6.1 for such representationCovenant Expiration Date. Following delivery of any claim of indemnity with respect to any Third-Party Claim, warrantythe Indemnified Party shall deliver to the Indemnifying Party, covenant or agreement; providedreasonably promptly after the Indemnified Party’s receipt thereof, that if, prior copies of all notices and documents (including court papers) received by the Indemnified Party relating to such applicable date, a party hereto shall have notified the other parties hereto in accordance with the requirements of this Section 5.3(a) of a claim for indemnification under this Agreement (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable date.Third- Party Claim. 119

Notification of Claims. The parties hereto shall provide each other with (a) Any Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”) shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing written notice of any claim in respect of which indemnity may be sought hereunder, including any pending or threatened claim or demand by a all third party that actions, suits, proceedings, claims, demands or assessments subject to the Indemnified Party has determined has given or could reasonably give rise to a right indemnification provisions of indemnification under this Agreement Article X (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party) (eachcollectively, a “'Third Party Claim”)Claims") brought at any time following the Closing Date within 30 days of the date such Third Party Claim arises, describing in reasonable detail the facts and circumstances with respect (b) prompt written notice of all other claims or demands for indemnification pursuant to the subject matter provisions of such claim or demandthis Article IX; provided, however, that the failure to provide such timely notice shall not release affect the Indemnifying Party from indemnification obligations of any of its obligations under this Agreement party except to the extent that the Indemnifying Party is such party shall have been materially prejudiced by as a result of such failure. The parties agree that notices for claims in respect of party against whom a breach of a representation, warranty, covenant or agreement must be delivered prior Third Party Claim is brought shall make available to the expiration indemnifying party all relevant information material to the defense of such claim. The indemnifying party shall have the right to control the defense of all Third Party Claims with counsel of its choice, subject to the indemnified party's right to participate in the defense. The indemnified party shall have the right to elect to join or participate in the defense of any applicable survival period specified in Section 6.1 for such representationThird Party Claim at its sole expense, warrantyand no claim shall be settled or compromised without the consent of the indemnified party, covenant which consent shall not be unreasonably withheld or agreementdelayed; provided, however, that ifin the event consent is so withheld, prior to such applicable date, a the indemnifying party hereto shall have notified no liability in excess of the other parties hereto in accordance with the requirements of this Section 5.3(a) of a claim settlement amount for indemnification under this Agreement (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable datewhich consent was sought.

Notification of Claims. (a) Any A Person that may be entitled to be indemnified under this Agreement (the “"Indemnified Party”") shall promptly notify the party or parties liable for such indemnification (the “"Indemnifying Party”") in writing of any claim in respect of which indemnity may be sought hereunderunder this Article VIII, including any pending or threatened claim or demand by a third party that the Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party) (each, a “"Third Party Claim”"), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Agreement Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure. The parties agree that (i) in this Article VIII they intend to shorten (in the case of the limited survival periods specified in Section 8.01) and lengthen (in the case of the indefinite survival periods specified in Section 8.01) (as the case may be) the applicable statute of limitations period with respect to certain claims; (ii) notices for claims in respect of a breach of a representation, warranty, covenant or agreement (other than a Post-Closing Covenant) must be delivered prior to the expiration of any applicable survival period specified in Section 6.1 8.01 for such representation, warranty, covenant or agreement; provided, (iii) notices for claims in respect of a breach of a Post-Closing Covenant must be delivered prior to the date that is six (6) months after the last day of the effective period of such Post-Closing Covenant; and (iv) any claims for indemnification for which notice is not delivered in accordance with this Section 8.04(a) shall be expressly barred and are hereby waived; provided further that if, prior to such applicable date, a party hereto shall have notified the other parties party hereto in accordance with the requirements of this Section 5.3(a8.04(a) of a claim for indemnification under this Agreement Article VIII (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement Article VIII notwithstanding the passing of such applicable date.

Notification of Claims. (a) Any Person In the event that may be any party entitled to be indemnified under indemnification pursuant to this Agreement (the “"Indemnified Party”") shall promptly notify the party or parties liable proposes to make any claim for such indemnification indemnification, the Indemnified Party shall deliver to the indemnifying party (the “"Indemnifying Party”"), which delivery with respect to the Losses arising from breaches of representations and warranties shall be on or prior to the date upon which the applicable representations and warranties expire pursuant to Section 9.1 hereof, a signed certificate, which certificate shall (i) state that Losses have been incurred or that a claim has been made for which Losses may be incurred, (ii) specify the sections of this Agreement under which such claim is made and (iii) specify in writing reasonable detail each individual item of Loss or other claim including the amount thereof and the date such Loss was incurred. In addition, each Indemnified Party shall give notice to the Indemnifying Party within ten (10) days of its receipt of service of any claim in respect of which indemnity may be sought hereunder, including any pending suit or threatened claim or demand proceeding initiated by a third party that the Indemnified Party has determined has given or could reasonably give rise which pertains to a right of matter for which indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party) (eachmay be sought; PROVIDED, a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, howeverHOWEVER, that the failure to provide give such notice shall not release relieve the Indemnifying Party from any of its obligations under this Agreement except to the extent that hereunder if the Indemnifying Party is materially has not been prejudiced by such failure. The parties agree that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 6.1 for such representation, warranty, covenant or agreement; provided, that if, prior to such applicable date, a party hereto shall have notified the other parties hereto in accordance with the requirements of this Section 5.3(a) of a claim for indemnification under this Agreement (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable datethereby.

Notification of Claims. (a) Any A Person that who may be entitled to be indemnified and held harmless under this Agreement Section 13.01 or Section 13.02 (the “Indemnified Party”) ), shall promptly notify the party Buyer or parties liable for such indemnification Seller, as applicable (the “Indemnifying Party”) in writing of any claim in respect of which indemnity may be sought hereunder, including any pending or threatened claim or demand by a third party that the Indemnified Party has determined has given or could reasonably give rise to such a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party) (each, such claim being a “Third Third-Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demanddemand and, if applicable, the specific representation, warranty or provision of this Agreement that the Indemnified Party alleges to be breached; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Agreement Article XIII except to the extent that the Indemnifying Party is materially actually prejudiced by such failure. The parties agree , it being understood that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 6.1 14.01 for such representation, warranty, covenant or agreement; provided. Following delivery of a notice of a Third- Party Claim, that ifthe Indemnified Party shall deliver to the Indemnifying Party, prior promptly (and in any event within ten (10) Business Days) after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to such applicable date, a party hereto shall have notified the other parties hereto in accordance with the requirements of this Section 5.3(a) of a claim for indemnification under this Agreement (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable dateThird-Party Claim.

Notification of Claims. (a) Any A Person that who may be entitled to be indemnified and held harmless under this Agreement Section 13.01 or Section 13.02 (the “Indemnified Party”) ), shall promptly notify the party Buyer or parties liable for such indemnification Seller, as applicable (the “Indemnifying Party”) in writing of any claim in respect of which indemnity may be sought hereunder, including any pending or threatened claim or demand by (i) a third party party, including any Governmental Authority, that the Indemnified Party has determined has given or could reasonably give rise to such a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party) (each, such claim or demand being a “Third Third-Party Claim”) or (ii) a Buyer Indemnified Party with respect to the Special Indemnity (such claim or demand being a “Special Indemnity Claim”). Any claim or demand that would otherwise constitute both a Third-Party Claim and a Special Indemnity Claim shall, describing for purposes of this Agreement, solely constitute a Special Indemnity Claim to the extent that the Indemnified Party reasonably determines, after consultation with its outside counsel, that such Third-Party Claim cannot be reasonably and appropriately separated from such Special Indemnity Claim. Such notification shall describe in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demanddemand and the specific representation, warranty or provision of this Agreement that the Indemnified Party alleges to be breached; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Agreement Article XIII except to the extent that the Indemnifying Party is materially actually prejudiced by such failure. The parties agree , it being understood that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 6.1 14.01 for such representation, warranty, covenant or agreement. Following delivery of a notice of a Third-Party Claim or a Special Indemnity Claim, the Indemnified Party shall deliver to the Indemnifying Party, promptly (and in any event within three (3) Business Days after the Indemnifying Party’s receipt thereof), copies of all notices and documents (including court papers) received by the Indemnified Party 105 relating to such Third-Party Claim or Special Indemnity Claim to the extent permitted by applicable Law; provided, that if, prior the failure to provide such applicable date, a party hereto notice shall have notified not release the other parties hereto Indemnifying Party from any of its obligations under this Article XIII except to the extent the Indemnifying Party is actually prejudiced by such failure. The defense of any Special Indemnity Claim shall be conducted and controlled by the Indemnified Party; provided that in accordance with no circumstances shall the requirements of this Section 5.3(adefense assumed by the Indemnified Party(s) of a claim for waive or otherwise affect the Indemnified Party’s right to indemnification under this Agreement (whether or not formal legal action Agreement; provided, further, that the Indemnified Party shall have been commenced based upon such claim)not, to the maximum extent permitted by applicable Law, settle any Special Indemnity Claim without the consent of the Indemnifying Party, such claim shall continue consent not to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable dateunreasonably withheld, conditioned or delayed.

Notification of Claims. (a) Any Person In the event that may be any party hereto entitled to be indemnified under indemnification pursuant to this Agreement (the “Indemnified Party”) shall promptly notify the party or parties liable proposes to make any claim for such indemnification indemnification, the Indemnified Party will deliver to the indemnifying party (the “Indemnifying Party”), which delivery with respect to the Losses arising from breaches of representations and warranties will be on or prior to the date upon which the applicable representations and warranties expire pursuant to Section 9.1(a) hereof, a signed certificate, which certificate will (i) state that Losses have been incurred or that a claim has been made for which Losses may be incurred, (ii) specify the sections of this Agreement under which such claim is made, and (iii) specify in writing reasonable detail each individual item of Loss or other claim including the amount thereof and the date such Loss was incurred. In addition, each Indemnified Party will give notice to the Indemnifying Party promptly following its receipt of service of any claim in respect of which indemnity may be sought hereunder, including any pending suit or threatened claim or demand proceeding initiated by a third party that the Indemnified Party has determined has given or could reasonably give rise which pertains to a right of matter for which indemnification under this Agreement may be sought (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party) (each, a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide give such notice shall will not release relieve the Indemnifying Party from any of its obligations under this Agreement except to the extent that hereunder if the Indemnifying Party is materially has not been prejudiced by such failure. The parties agree that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 6.1 for such representation, warranty, covenant or agreement; provided, that if, prior to such applicable date, a party hereto shall have notified the other parties hereto in accordance with the requirements of this Section 5.3(a) of a claim for indemnification under this Agreement (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Agreement notwithstanding the passing of such applicable datethereby.