Common use of Procedures for Indemnification of Third Party Claims Clause in Contracts

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the Vishay Group or the VPG Group of any claim or of the commencement by any such Person of any Action (collectively, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party pursuant to Section 5.2 or Section 5.3 or any other section of this Agreement or any Ancillary Agreement, such Indemnified Party shall give such Indemnifying Party written notice thereof within twenty (20) days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. If any Person shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be a Shared Contingent Liability, such Person shall give the other party to this Agreement written notice thereof within twenty (20) days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person to give notice as provided in this Section 5.6(a) shall not relieve the related Indemnifying Party of its obligations under this Article V, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party shall receive receives written notice or otherwise learn of the assertion by that a Person (including any Governmental Authority) who that is not a member of the Vishay Pinnacle Group or the VPG OpCo Group of has asserted any claim or of the commencement by any such Person of commenced any Action (collectively, a “Third Party Claim”) with respect to which that may implicate an Indemnifying Party may be obligated Party’s obligation to provide indemnification to such Indemnified Party indemnify pursuant to Section 5.2 or Section 5.3 5.3, or any other section Section of this Agreement or any Ancillary Agreementother Transaction Document, such the Indemnified Party shall give such provide the Indemnifying Party written notice thereof within as promptly as practicable (and no later than twenty (20) days or sooner, if the nature of the Third Party Claim so requires) after becoming aware of such the Third Party Claim. Any such Such notice shall describe the Third Party Claim in reasonable detail. If any Person shall receive notice or otherwise learn detail and include copies of all notices and documents (including court papers) received by the assertion of a Third Indemnified Party Claim which may reasonably be determined relating to be a Shared Contingent Liability, such Person shall give the other party to this Agreement written notice thereof within twenty (20) days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any an Indemnified Party or other Person to give provide notice as provided in accordance with this Section 5.6(a5.5(a) shall not relieve the related an Indemnifying Party of its indemnification obligations under this Article VAgreement, except to the extent that such to which the Indemnifying Party is actually prejudiced by such the Indemnified Party’s failure to give noticeprovide notice in accordance with this Section 5.5(a).

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member Member of the Vishay Group or the VPG either Group of any claim or of the commencement by any such Person of any Action (collectively, a “Third Party Claim”"THIRD PARTY CLAIM") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 5.2 4.1 or Section 5.3 4.2, or any other section Section of this Agreement or any Ancillary AgreementAgreement (except as otherwise provided therein), such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within twenty (20) days promptly after becoming aware receipt of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. If any Person shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be a Shared Contingent Liability, such Person shall give the other party to this Agreement written notice thereof within twenty (20) days after senior executives actually becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person Indemnitee to give notice as provided in this Section 5.6(a4.4(a) shall not relieve the related Indemnifying Party of its obligations under this Article VAgreement or any Ancillary Agreement, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If If, at or after the date of this Agreement, an Indemnified Party Indemnitee shall receive written notice from, or otherwise learn of the assertion by by, a Person (including any Governmental Authority) who is not a member of the Vishay Aptiv Group or the VPG Delphi Technologies Group (a “Third Party”) of any claim or of the commencement by any such Person of any Action (collectively, a “Third Third-Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 5.2 or Section 5.3 5.3, or any other section Section of this Agreement or or, subject to Section 5.13, any Specified Ancillary Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within twenty fourteen (2014) days after becoming aware of receipt of such Third Party Claimwritten notice. Any such notice shall describe the Third Third-Party Claim in reasonable detail. If any Person shall receive notice or otherwise learn detail and include copies of all notices and documents (including court papers) received by the assertion of a Third Party Claim which may reasonably be determined Indemnitee relating to be a Shared Contingent Liability, such Person shall give the other party to this Agreement written notice thereof within twenty (20) days after becoming aware of such Third Third-Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person an Indemnitee to give provide notice as provided in accordance with this Section 5.6(a5.5(a) shall not relieve the related an Indemnifying Party of its indemnification obligations under this Article VAgreement, except to the extent that such to which the Indemnifying Party is actually shall demonstrate that it was materially prejudiced by such the Indemnitee’s failure to give noticeprovide notice in accordance with this Section 5.5(a).

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the Vishay CCI Group or the VPG uBid Group of any claim or of the commencement by any such Person of any Action (collectively, a “"Third Party Claim”") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 5.2 or Section 5.3 5.3, or any other section Section of this Agreement, any Ancillary Agreement or any Ancillary Agreementthe Registration Rights Agreements, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within twenty (20) days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. If any Person shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be a Shared Contingent Liability, such Person shall give the other party to this Agreement written notice thereof within twenty (20) 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party Indemnitee or other Person to give notice as provided in this Section 5.6(a5.5(a) shall not relieve the related Indemnifying Party of its obligations under this Article V, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party shall receive notice or otherwise learn of the assertion by a any Person (including any Governmental Authority) who is not a member of the Vishay AXP Group or the VPG Ameriprise Group of any claim claim, or of the commencement by any such Person of any Action (collectivelyAction, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party pursuant to Section 5.2 4.02 or Section 5.3 4.03, or any other section Section of this Agreement or any Ancillary AgreementAgreement (collectively, a "Third-Party Claim"), such Indemnified Party shall give such Indemnifying Party written notice thereof within twenty (20) 30 days after becoming aware such Indemnified Party received notice of such Third Third-Party Claim. Any such notice shall describe the Third Third-Party Claim in reasonable detail. If any Person shall receive notice or otherwise learn , including, if known, the amount of the assertion of a Third Party Claim Liability for which indemnification may reasonably be determined to be a Shared Contingent Liability, such Person shall give the other party to this Agreement written notice thereof within twenty (20) days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detailavailable. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person to give notice as provided in this Section 5.6(a4.05(a) shall not relieve the related Indemnifying Party of its obligations under this Article VIV, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the Vishay Sunoco Group or the VPG SunCoke Group of any claim or of the commencement by any such Person of any Action (collectively, a “Third Third-Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 5.2 or Section 5.3 5.3, or any other section Section of this Agreement or any other Ancillary Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within twenty (20) 20 days after becoming aware of such Third Third-Party Claim. Any such notice shall describe the Third Third-Party Claim in reasonable detail. If any Person shall receive notice or otherwise learn detail and include copies of all notices and documents (including court papers) received by the assertion of a Third Party Claim which may reasonably be determined Indemnitee relating to be a Shared Contingent Liability, such Person shall give the other party to this Agreement written notice thereof within twenty (20) days after becoming aware of such Third Third-Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person an Indemnitee to give provide notice as provided in accordance with this Section 5.6(a5.5(a) shall not relieve the related an Indemnifying Party of its indemnification obligations under this Article VAgreement, except to the extent that such to which the Indemnifying Party is actually prejudiced by such the Indemnitee’s failure to give noticeprovide notice in accordance with this Section 5.5(a).

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the Vishay BOLC Group or the VPG NUVOLA Group of any claim or of the commencement by any such Person of any Action (collectively, a “"Third Party Claim”") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 5.2 4.1 or Section 5.3 4.2, or any other section Section of this Agreement or any Ancillary Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party and each party to this Agreement, written notice thereof within twenty (20) days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. If any Person shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be a Shared Contingent Liability, such Person shall give the each other party to this Agreement written notice thereof within twenty (20) 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party Indemnitee or other Person to give notice as provided in this Section 5.6(a4.4(a) shall not relieve the related Indemnifying Party of its obligations under this Article V4, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party shall receive notice or otherwise learn of the assertion by a any Person (including any Governmental Authority) who is not a member of the Vishay EWS Group or the VPG SNI Group of any claim claim, or of the commencement by any such Person of any Action (collectivelyAction, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party pursuant to Section 5.2 10.01 or Section 5.3 10.02, or any other section Section of this Agreement or any Ancillary AgreementAgreement (collectively, a “Third-Party Claim”), such Indemnified Party shall give such Indemnifying Party written notice thereof within twenty (20) 30 days after becoming aware such Indemnified Party received notice of such Third Third-Party Claim. Any such notice shall describe the Third Third-Party Claim in reasonable detail. If any Person shall receive notice or otherwise learn , including, if known, the amount of the assertion of a Third Party Claim Liability for which indemnification may reasonably be determined to be a Shared Contingent Liability, such Person shall give the other party to this Agreement written notice thereof within twenty (20) days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detailavailable. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person to give notice as provided in this Section 5.6(a10.03(a) shall not relieve the related Indemnifying Party of its obligations under this Article VX, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the Vishay HBIO Group or the VPG HXXX Group of any claim or of the commencement by any such Person of any Action (collectivelyeach such claim or Action, a “Third Third-Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 5.2 or Section 5.3 5.3, or any other section Section of this Agreement or any other Ancillary Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within twenty (20) days after becoming aware of such Third Third-Party Claim. Any such notice shall describe the Third Third-Party Claim in reasonable detail. If any Person shall receive notice or otherwise learn detail and include copies of all notices and documents (including court papers) received by the assertion of a Third Party Claim which may reasonably be determined Indemnitee relating to be a Shared Contingent Liability, such Person shall give the other party to this Agreement written notice thereof within twenty (20) days after becoming aware of such Third Third-Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person an Indemnitee to give provide notice as provided in accordance with this Section 5.6(a5.5(a) shall not relieve the related an Indemnifying Party of its indemnification obligations under this Article VAgreement, except to the extent that such to which the Indemnifying Party is actually prejudiced by such the Indemnitee’s failure to give noticeprovide notice in accordance with this Section 5.5(a).

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party shall receive notice or otherwise learn of the assertion by a any Person (including any Governmental Authority) who is not a member of the Vishay EWS Group or the VPG SNI Group of any claim claim, or of the commencement by any such Person of any Action (collectivelyAction, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party pursuant to Section 5.2 4.02 or Section 5.3 4.03, or any other section Section of this Agreement or any Ancillary AgreementAgreement (collectively, a “Third-Party Claim”), such Indemnified Party shall give such Indemnifying Party written notice thereof within twenty (20) 30 days after becoming aware such Indemnified Party received notice of such Third Third-Party Claim. Any such notice shall describe the Third Third-Party Claim in reasonable detail. If any Person shall receive notice or otherwise learn , including, if known, the amount of the assertion of a Third Party Claim Liability for which indemnification may reasonably be determined to be a Shared Contingent Liability, such Person shall give the other party to this Agreement written notice thereof within twenty (20) days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detailavailable. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person to give notice as provided in this Section 5.6(a4.05(a) shall not relieve the related Indemnifying Party of its obligations under this Article VIV, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the Vishay Genworth Group or the VPG Company Group of any claim or of the commencement by any such Person of any Action (collectively, a “Third Third-Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party pursuant to Section 5.2 6.2, Section 6.3 or Section 5.3 6.4, or any other section Section of this Agreement or any Ancillary AgreementTransaction Document, such Indemnified Party shall give such Indemnifying Party written notice thereof within twenty (20) days after becoming aware of such Third Third-Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. If any Person shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be a Shared Contingent Liability, such Person shall give the other party to this Agreement written notice thereof within twenty (20) days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Third-Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person to give notice as provided in this Section 5.6(a6.7(a) shall not relieve the related Indemnifying Party of its obligations under this Article VVI, except to the extent that such Indemnifying Party is actually and materially prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of Person in the Vishay RBS Group or the VPG Company Group of any claim or of the commencement by any such Person of any Action (collectively, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 5.2 9.02, Section 9.03 or Section 5.3 9.04, or any other section Section of this Agreement or any Ancillary Agreement(collectively, a “Third Party Claim”), such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof as promptly as practicable (and in any event within twenty thirty (2030) days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. If any Person shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be a Shared Contingent Liability, such Person shall give the other party to this Agreement written notice thereof within twenty (20days) days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party Indemnitee or other Person to give notice as provided in this Section 5.6(a9.06(a) shall not relieve the related Indemnifying Party of its obligations under this Article V9, except to the extent extent, and only to the extent, that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party shall receive notice or otherwise learn of the assertion by a any Person (including any Governmental Authority) who is not a member of the Vishay FNF Group or the VPG JAX Group of any claim claim, or of the commencement by any such Person of any Action (collectivelyAction, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party pursuant to Section 5.2 4.2 or Section 5.3 4.3, or any other section Section of this Agreement or any Ancillary Agreement (other than the Tax Matters Agreement) (collectively, a “Third Party Claim”), such Indemnified Party shall give such Indemnifying Party prompt written notice thereof and, in any event, within twenty ten (2010) days after becoming aware such Indemnified Party received notice of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. If any Person shall receive notice or otherwise learn , including, if known, the amount of the assertion of a Third Party Claim Liability for which indemnification may reasonably be determined to be a Shared Contingent Liability, such Person shall give the other party to this Agreement written notice thereof within twenty (20) days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detailavailable. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person to give notice as provided in this Section 5.6(a4.5(a) shall not relieve the related Indemnifying Party of its obligations under this Article VIV, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive actual notice or otherwise learn of the assertion by a Person person (including any Governmental Authority) who is not other than LAZ-MD, any Lazard Group Company or any LFCM Company or any of their respective Affiliates (a member of the Vishay Group or the VPG Group “Third Party”) of any claim claim, or of the commencement by any such Person person of any Action (collectivelyAction, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 5.2 4.2, 4.3 or Section 5.3 4.4 or any other section of this Agreement or indemnification provision set forth in any Ancillary AgreementAgreement (collectively, a “Third Party Claim”), such Indemnified Party Indemnitee shall give such Indemnifying Party and, if Lazard Group is not the Indemnifying Party, Lazard Group prompt written notice thereof within twenty (20) and in any event not more than 30 days after becoming aware receiving such actual notice of such Third Party Claim). Any such notice shall describe the Third Party Claim in reasonable detail. If any Person shall receive notice or otherwise learn , including, if known, the amount of the assertion of Indemnifiable Loss for which indemnification may be available or a Third Party Claim which may reasonably be determined to be a Shared Contingent Liability, such Person shall give the other party to this Agreement written notice thereof within twenty (20) days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detailgood faith estimate thereof. Notwithstanding the foregoing, the failure of any Indemnified Party Indemnitee or other Person person to give notice within the 30-day period as provided in this Section 5.6(a4.6(a) shall not relieve the related Indemnifying Party of its obligations under this Article VIV, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give noticenotice within such 30-day period.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the Vishay Nuvectra Group or a member of the VPG Greatbatch Group of any claim claims or of the commencement by any such Person of any Action Proceeding (collectively, each such claim or Proceeding being a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 5.2 3.3 or Section 5.3 3.4, or any other section Section of this Agreement or any Ancillary Spin-off Agreement, such Indemnified Party Indemnitee shall promptly give such Indemnifying Party written notice thereof thereof, and in any event within twenty (20) 10 days after becoming aware of such Third Party Claim. Any such Indemnitee received notice shall describe the Third Party Claim in reasonable detail. If any Person shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be a Shared Contingent Liability, such Person shall give the other party to this Agreement written notice thereof within twenty (20) days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party Indemnitee or other Person to give notice as provided in this Section 5.6(a3.7(a) shall not relieve the related applicable Indemnifying Party of its obligations under this Article VIII, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give noticefailure.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the Vishay Allergan Group or the VPG AMO Group of any claim or of the commencement by any such Person of any Action (collectively, a “"Third Party Claim”") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 5.2 4.02 or Section 5.3 4.03, or any other section Section of this Agreement or any Ancillary Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within twenty (20) 30 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. If any Person shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be a Shared Contingent Liability, AMO, or Allergan, as appropriate depending on which Group such Person is a member of, shall give the other party to this Agreement written notice thereof within twenty (20) 30 days after becoming such Person becomes aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party Indemnitee or other Person to give notice as provided in this Section 5.6(a4.05(a) shall not relieve the related Indemnifying Party of its obligations under this Article VIV, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion by a Person Third Party (including any Governmental Authority) who is not a member of the Vishay Group or the VPG Group of any claim or of the commencement by any such Person of any Action (collectively, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party pursuant to Section 5.2 or Section 5.3 or any other section of this Agreement or any Ancillary AgreementIndemnitee, such Indemnified Party Indemnitee shall give such Indemnifying Party and each Party to this Agreement, written notice thereof within twenty as soon as reasonably practicable, but no later than thirty (2030) days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. If any Person Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be a Shared Contingent LiabilityLiability of the Parties, such Person Party shall give the other party Party to this Agreement written notice thereof within twenty thirty (2030) days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party Indemnitee or other Person Party to give notice as provided in this Section 5.6(a5.5(a) shall not relieve the related Indemnifying Party of its obligations under this Article V5, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the Vishay Lucent Group or the VPG Avaya Group of any claim or of the commencement by any such Person of any Action (collectively, a “"Third Party Claim”") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 5.2 or Section 5.3 5.3, or any other section Section of this Agreement or any Ancillary Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within twenty (20) 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. If any Person shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be a Shared Contingent Liability, such Person shall give the other party to this Agreement written notice thereof within twenty (20) 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party Indemnitee or other Person to give notice as provided in this Section 5.6(a5.5(a) shall not relieve the related Indemnifying Party of its obligations under this Article V, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party shall receive notice or otherwise learn of the assertion by a any Person (including any Governmental Authority) who is not a member of the Vishay ADP Group or the VPG Dealer Group of any claim claim, or of the commencement by any such Person of any Action (collectivelyAction, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party pursuant to Section 5.2 4.2 or Section 5.3 4.3, or any other section Section of this Agreement or any Ancillary Agreement (other than the Tax Matters Agreement) (collectively, a “Third Party Claim”), such Indemnified Party shall give such Indemnifying Party prompt written notice thereof and, in any event, within twenty ten (2010) days after becoming aware such Indemnified Party received notice of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. If any Person shall receive notice or otherwise learn , including, if known, the amount of the assertion of a Third Party Claim Liability for which indemnification may reasonably be determined to be a Shared Contingent Liability, such Person shall give the other party to this Agreement written notice thereof within twenty (20) days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detailavailable. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person to give notice as provided in this Section 5.6(a4.5(a) shall not relieve the related Indemnifying Party of its obligations under this Article VIV, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party shall receive notice or otherwise learn of the assertion by a any Person (including any Governmental Authority) who is not a member of the Vishay ADP Group or the VPG Dealer Group of any claim claim, or of the commencement by any such Person of any Action (collectivelyAction, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party pursuant to Section 5.2 or Section 5.3 or any other section 6.1 of this Agreement or any Ancillary Agreement(collectively, a “Third Party Claim”), such Indemnified Party shall give such Indemnifying Party prompt written notice thereof and, in any event, within twenty ten (2010) days after becoming aware such Indemnified Party received notice of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. If any Person shall receive notice or otherwise learn , including, if known, the amount of the assertion of a Third Party Claim liability for which indemnification may reasonably be determined to be a Shared Contingent Liability, such Person shall give the other party to this Agreement written notice thereof within twenty (20) days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detailavailable. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person to give notice as provided in this Section 5.6(a6.2(a) shall not relieve the related Indemnifying Party of its obligations under this Article V, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the Vishay Xxxxxxx-Xxxxx Squibb Group or the VPG Xxxxxx Group of any claim or of the commencement by any such Person of any Action (collectively, a “Third Party Claim”"THIRD PARTY CLAIM") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 5.2 4.02 or Section 5.3 4.03, or any other section Section of this Agreement or any Ancillary Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within twenty (20) 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. If any Person shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be a Shared Contingent Liability, Zimmer, or Xxxxxxx-Xxxxx Squibb, as appropriate depending on which Group such Person is a member of, shall give the other party to this Agreement written notice thereof within twenty (20) 20 days after becoming such Person becomes aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party Indemnitee or other Person to give notice as provided in this Section 5.6(a4.05(a) shall not relieve the related Indemnifying Party of its obligations under this Article VIV, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive actual notice or otherwise learn of the assertion by a Person person (including any Governmental Authority) who is not other than LAZ-MD, any Lazard Group Company or any LFCM Company or any of their respective Affiliates (a member of the Vishay Group or the VPG Group “Third Party”) of any claim claim, or of the commencement by any such Person person of any Action (collectivelyAction, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 5.2 4.2, 4.3 or Section 5.3 4.4 or any other section of this Agreement indemnification provision set forth herein or in any Ancillary AgreementAgreement (collectively, a “Third Party Claim”), such Indemnified Party Indemnitee shall give such Indemnifying Party and, if Lazard Group is not the Indemnifying Party, Lazard Group prompt written notice thereof within twenty (20) and in any event not more than 30 days after becoming aware receiving such actual notice of such Third Party Claim). Any such notice shall describe the Third Party Claim in reasonable detail. If any Person shall receive notice or otherwise learn , including, if known, the amount of the assertion of Indemnifiable Loss for which indemnification may be available or a Third Party Claim which may reasonably be determined to be a Shared Contingent Liability, such Person shall give the other party to this Agreement written notice thereof within twenty (20) days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detailgood faith estimate thereof. Notwithstanding the foregoing, the failure of any Indemnified Party Indemnitee or other Person person to give notice within the 30-day period as provided in this Section 5.6(a4.6(a) shall not relieve the related Indemnifying Party of its obligations under this Article VIV, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give noticenotice within such 30-day period.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the Vishay DHPI Group or the VPG RP Group of any claim or of the commencement by any such Person of any Action (collectively, a “"Third Party Claim”") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 5.2 4.1 or Section 5.3 4.2, or any other section Section of this Agreement or any Ancillary Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party and each party to this Agreement, written notice thereof within twenty (20) days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. If any Person shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be a Shared Contingent Liability, such Person shall give the each other party to this Agreement written notice thereof within twenty (20) 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party Indemnitee or other Person to give notice as provided in this Section 5.6(a4.4(a) shall not relieve the related Indemnifying Party of its obligations under this Article V4, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party shall receive notice or otherwise learn of the assertion by a any Person (including any Governmental Authority) who is not a member of the Vishay ADP Group or the VPG Broadridge Group of any claim claim, or of the commencement by any such Person of any Action (collectivelyAction, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party pursuant to Section 5.2 4.2 or Section 5.3 4.3, or any other section Section of this Agreement or any Ancillary AgreementAgreement (collectively, a “Third Party Claim”), such Indemnified Party shall give such Indemnifying Party prompt written notice thereof and, in any event, within twenty ten (2010) days after becoming aware such Indemnified Party received notice of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. If any Person shall receive notice or otherwise learn , including, if known, the amount of the assertion of a Third Party Claim Liability for which indemnification may reasonably be determined to be a Shared Contingent Liability, such Person shall give the other party to this Agreement written notice thereof within twenty (20) days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detailavailable. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person to give notice as provided in this Section 5.6(a4.5(a) shall not relieve the related Indemnifying Party of its obligations under this Article VIV, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If If, at or after the date of this Agreement, an Indemnified Party Indemnitee shall receive written notice from, or otherwise learn of the assertion by by, a Person (including any Governmental Authority) who is not a member of the Vishay Enovis Group or the VPG ESAB Group (a “Third Party”) of any claim or of the commencement by any such Person of any Action (collectively, a “Third Third-Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 5.2 or Section 5.3 5.3, or any other section Section of this Agreement or or, subject to Section 5.13, any Specified Ancillary Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within twenty fourteen (2014) days after becoming aware of receipt of such Third Party Claimwritten notice. Any such notice shall describe the Third Third-Party Claim in reasonable detail. If any Person shall receive notice or otherwise learn detail and include copies of all notices and documents (including court papers) received by the assertion of a Third Party Claim which may reasonably be determined Indemnitee relating to be a Shared Contingent Liability, such Person shall give the other party to this Agreement written notice thereof within twenty (20) days after becoming aware of such Third Third-Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person an Indemnitee to give provide notice as provided in accordance with this Section 5.6(a5.5(a) shall not relieve the related an Indemnifying Party of its indemnification obligations under this Article VAgreement, except to the extent that such to which the Indemnifying Party is actually was prejudiced by such the Indemnitee’s failure to give noticeprovide notice in accordance with this Section 5.5(a).

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the Vishay QUALCOMM Group or the VPG Leap Group of any claim or of the commencement by any such Person of any Action (collectively, a “"Third Party Claim”") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 5.2 4.1 or Section 5.3 4.2, or any other section Section of this Agreement or any Ancillary Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party and each party to this Agreement, written notice thereof within twenty (20) days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. If any Person shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be a Shared Contingent Liability, such Person shall give the each other party to this Agreement written notice thereof within twenty (20) 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party Indemnitee or other Person to give notice as provided in this Section 5.6(a4.4(a) shall not relieve the related Indemnifying Party of its obligations under this Article V4, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party shall receive notice or otherwise learn of the assertion by a any Person (including any Governmental Authority) who is not a member of the Vishay ADP Group or the VPG Dealer Group of any claim claim, or of the commencement by any such Person of any Action (collectivelyAction, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party pursuant to Section 5.2 or Section 5.3 or any other section 5.1 of this Agreement or any Ancillary Agreement(collectively, a “Third Party Claim”), such Indemnified Party shall give such Indemnifying Party prompt written notice thereof and, in any event, within twenty ten (2010) days after becoming aware such Indemnified Party received notice of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. If any Person shall receive notice or otherwise learn , including, if known, the amount of the assertion of a Third Party Claim liability for which indemnification may reasonably be determined to be a Shared Contingent Liability, such Person shall give the other party to this Agreement written notice thereof within twenty (20) days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detailavailable. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person to give notice as provided in this Section 5.6(a5.2(a) shall not relieve the related Indemnifying Party of its obligations under this Article V, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive written notice or otherwise learn of the assertion by from a Person (including any Governmental Authority) who is not a member of the Vishay Oil States Group or the VPG Civeo Group (a “Third Party”) of any claim or of the commencement by any such Person of any Action (collectively, a “Third Third-Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 5.2 2.2 or Section 5.3 2.3, or any other section Section of this Agreement or any other Ancillary Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within twenty (20) 14 days after becoming aware of such Third Party Claimwritten notice. Any such notice shall describe the Third Third-Party Claim in reasonable detail. If any Person shall receive notice or otherwise learn detail and include copies of all notices and documents (including court papers) received by the assertion of a Third Party Claim which may reasonably be determined Indemnitee relating to be a Shared Contingent Liability, such Person shall give the other party to this Agreement written notice thereof within twenty (20) days after becoming aware of such Third Third-Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person an Indemnitee to give provide notice as provided in accordance with this Section 5.6(a2.5(a) shall not relieve the related an Indemnifying Party of its indemnification obligations under this Article VAgreement, except to the extent that such to which the Indemnifying Party is actually shall demonstrate that it was materially prejudiced by such the Indemnitee’s failure to give noticeprovide notice in accordance with this Section 2.5(a).

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the Vishay Parent Group or the VPG Eldercare Group of any claim or of the commencement by any such Person of any Action (collectively, a “"Third Party Claim”") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 5.2 4.2 or Section 5.3 or 4.3, any other section Section of this Agreement or any Ancillary Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party and, if Parent is not the Indemnifying Party, Parent prompt written notice thereof within twenty (20) days after becoming aware of such Third Party Claim. Any such which notice shall describe the Third Party Claim in reasonable detail. If any Person shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be a Shared Contingent Liability, such Person shall give the other party to this Agreement written notice thereof within twenty (20) days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoingThe foregoing notwithstanding, the failure of any Indemnified Party Indemnitee or other Person to give notice as provided in this Section 5.6(a4.5(a) shall not relieve the related Indemnifying Party of its obligations under this Article VIV, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive written notice or otherwise learn of the assertion by from a Person (including any Governmental Authority) who is not a member of the Vishay Parent Group or the VPG Enova Group (a “Third Party”) of any claim or of the commencement by any such Person of any Corporate Action or other Action (collectively, a “Third Third-Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 5.2 or Section 5.3 5.3, or any other section Section of this Agreement or or, subject to Section 5.14, any Ancillary Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within twenty fourteen (2014) days after becoming aware of receipt of such Third Party Claimwritten notice. Any such notice shall describe the Third Third-Party Claim in reasonable detail. If any Person shall receive notice or otherwise learn detail and include copies of all notices and documents (including court papers) received by the assertion of a Third Party Claim which may reasonably be determined Indemnitee relating to be a Shared Contingent Liability, such Person shall give the other party to this Agreement written notice thereof within twenty (20) days after becoming aware of such Third Third-Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person an Indemnitee to give provide notice as provided in accordance with this Section 5.6(a5.5(a) shall not relieve the related an Indemnifying Party of its indemnification obligations under this Article VAgreement, except to the extent that such to which the Indemnifying Party is actually shall demonstrate that it was materially prejudiced by such the Indemnitee’s failure to give noticeprovide notice in accordance with this Section 5.5(a).

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the Vishay ORACO Group or the VPG MERC Group of any claim or of the commencement by any such Person of any Action (collectively, a “"Third Party Claim”") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 5.2 4.1 or Section 5.3 4.2, or any other section Section of this Agreement or any Ancillary Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party and each party to this Agreement, written notice thereof within twenty (20) days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. If any Person shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be a Shared Contingent Liability, such Person shall give the each other party to this Agreement written notice thereof within twenty (20) 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party Indemnitee or other Person to give notice as provided in this Section 5.6(a4.4(a) shall not relieve the related Indemnifying Party of its obligations under this Article V4, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the Vishay SLM BankCo Group or the VPG Navient Group of any claim or of the commencement by any such Person of any Action against such Indemnitee (collectively, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 5.2 4.2 or Section 5.3 4.3, or any other section Section of this Agreement or any Ancillary Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within twenty (20) 15 business days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. If any Person shall receive notice or otherwise learn detail and include copies of all notices and documents (including court papers) received by the assertion of a Third Party Claim which may reasonably be determined Indemnitee relating to be a Shared Contingent Liability, such Person shall give the other party to this Agreement written notice thereof within twenty (20) days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person an Indemnitee to give provide timely written notice as provided in accordance with this Section 5.6(a4.5(a) shall not relieve the related an Indemnifying Party of its indemnification obligations under this Article VAgreement, except to the extent that such to which the Indemnifying Party is actually prejudiced by such the Indemnitee’s failure to give noticeprovide notice in accordance with this Section 4.5(a).

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the Vishay Group or the VPG Group Third Party of any claim or of the commencement by any such Person of any Action (collectively, a “Third Third-Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party pursuant to Section 5.2 or Section 5.3 or any other section of this Agreement or any Ancillary AgreementIndemnitee, such Indemnified Party Indemnitee shall give such Indemnifying Party and each Party to this Agreement, written notice thereof within twenty as soon as reasonably practicable, but no later than thirty (2030) days after becoming aware of such Third Third-Party Claim. Any such notice shall describe the Third Third-Party Claim in reasonable detail. If any Person Party shall receive notice or otherwise learn of the assertion of a Third Third-Party Claim which that may reasonably be determined to be a Shared Contingent LiabilityLiability of the Parties, such Person Party shall give the other party Party to this Agreement written notice thereof within twenty thirty (2030) days after becoming aware of such Third Third-Party Claim. Any such notice shall describe the Third Third-Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party Indemnitee or other Person Party to give notice as provided in this Section 5.6(a5.5(a) shall not relieve the related Indemnifying Party of its obligations under this Article V5, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the Vishay AT&T Broadband Group or the VPG AT&T Communications Group of any claim or of the commencement by any such Person of any Action (collectively, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 5.2 5.02 or Section 5.3 5.03, or any other section Section of this Agreement or any Ancillary AgreementAgreement (except as otherwise provided therein), such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within twenty (20) days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. If any Person shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be a Shared Contingent Liability, such Person shall give the other party to this Agreement written notice thereof within twenty (20) days promptly after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person Indemnitee to give notice as provided in this Section 5.6(a5.05(a) shall not relieve the related Indemnifying Party of its obligations under this Article V5, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive actual notice or otherwise learn of the assertion by a Person person (including any Governmental Authority) who is not other than LAZ-MD, any Lazard Group Company or any LFCM Company or any of their respective Affiliates (a member of the Vishay Group or the VPG Group "Third Party") of any claim claim, or of the commencement by any such Person person of any Action (collectivelyAction, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 5.2 4.2, 4.3 or Section 5.3 4.4 or any other section of this Agreement indemnification provision set forth herein or in any Ancillary AgreementAgreement (collectively, a "Third Party Claim"), such Indemnified Party Indemnitee shall give such Indemnifying Party and, if Lazard Group is not the Indemnifying Party, Lazard Group prompt written notice thereof within twenty (20) and in any event not more than 30 days after becoming aware receiving such actual notice of such Third Party Claim). Any such notice shall describe the Third Party Claim in reasonable detail. If any Person shall receive notice or otherwise learn , including, if known, the amount of the assertion of Indemnifiable Loss for which indemnification may be available or a Third Party Claim which may reasonably be determined to be a Shared Contingent Liability, such Person shall give the other party to this Agreement written notice thereof within twenty (20) days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detailgood faith estimate thereof. Notwithstanding the foregoing, the failure of any Indemnified Party Indemnitee or other Person person to give notice within the 30-day period as provided in this Section 5.6(a4.6(a) shall not relieve the related Indemnifying Party of its obligations under this Article VIV, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give noticenotice within such 30-day period.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the Vishay ECC Group or the VPG Company Group of any claim or of the commencement by any such Person of any Action (collectively, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party pursuant to Section 5.2 or Section 5.3 or any other section of this Agreement or any Ancillary Agreement, such Indemnified Party shall give such Indemnifying Party written notice thereof within twenty (20) days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. If any Person shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be a Shared Contingent Liability, such Person shall give the other party to this Agreement written notice thereof within twenty (20) days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person to give notice as provided in this Section 5.6(a) shall not relieve the related Indemnifying Party of its obligations under this Article V, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the Vishay Bristol-Myers Squibb Group or the VPG Zimmer Group of any claim or of the commencement ox xx xxx xxxxencement by any such Person Xxxxxx of any Action (collectively, a “Third Party Claim”"THIRD PARTY CLAIM") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 5.2 4.02 or Section 5.3 4.03, or any other section Section of this Agreement or any Ancillary Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within twenty (20) 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. If any Person shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be a Shared Contingent Liability, such Person Zimmer, or Bristol-Myers Squibb, as appropriate depending on xxxxx Group xxxx Xxxxxx is a member of, shall give the other party to this Agreement written notice thereof within twenty (20) 20 days after becoming such Person becomes aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party Indemnitee or other Person to give notice as provided in this Section 5.6(a4.05(a) shall not relieve the related Indemnifying Party of its obligations under this Article VIV, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the Vishay AT&T Services Group, the Lucent Group or the VPG NCR Group of any claim or of the commencement by any such Person of any Action (collectively, a “"Third Party Claim”") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 5.2 or Section 5.3 5.3, or any other section Section of this Agreement or any Ancillary Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party and, if AT&T is not the Indemnifying Party, AT&T written notice thereof within twenty (20) 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. If any Person shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be a Shared Contingent Liability, such Person (if other than AT&T) shall give the AT&T and any other party to this Agreement written notice thereof within twenty (20) 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party Indemnitee or other Person to give notice as provided in this Section 5.6(a5.5(a) shall not relieve the related Indemnifying Party of its obligations under this Article V, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If Except in connection with any of the litigation identified on the Schedules attached hereto, if an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member Party or an Affiliate of the Vishay Group or the VPG Group a Party of any claim claims or of the commencement by any such Person of any Action (collectively, a “Third Party Claim”"THIRD PARTY CLAIM") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 5.2 or Section 5.3 Sections 3.1 through 3.6, or any other section Section of this Agreement or any Ancillary Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party notice thereof by giving written notice thereof within twenty (20) 45 days after becoming aware of such Third Party Claim. Any Claim to such notice shall describe the Third Party Claim in reasonable detail. If any Person shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be a Shared Contingent Liability, such Person shall give the other party to this Agreement written notice thereof within twenty (20) days after becoming aware of such Third Party ClaimIndemnifying Party's Indemnity Notice Party. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party Indemnitee or other Person to give notice as provided in this Section 5.6(a3.7(a) shall not relieve the related corresponding Indemnifying Party of its obligations under this Article VIII, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the Vishay Astronics Group or the VPG MOD-PAC Group of any claim or of the commencement by any such Person of any Action (collectively, a “"Third Party Claim”") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 5.2 4.2 or Section 5.3 4.3, or any other section Section of this Agreement or any Ancillary Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within twenty (20) 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. If any Person shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be a Shared Contingent Liability, such Person shall give the other party to this Agreement written notice thereof within twenty (20) 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party Indemnitee or other Person to give notice as provided in this Section 5.6(a4.5(a) shall not relieve the related Indemnifying Party of its obligations under this Article VIV, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If any Person entitled to indemnification hereunder (an Indemnified Party "Indemnitee") shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the Vishay Emergent Group or the VPG Aptevo Group of any claim or of the commencement by any such Person of any Action (collectively, a “Third "Third-Party Claim”") with respect to which any Party (an "Indemnifying Party Party") may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 5.2 4.2 or Section 5.3 4.3, or any other section Section of this Agreement or any Ancillary Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within twenty as promptly as practicable (20and no later than thirty (30) days or sooner, if the nature of the Third-Party Claim so requires) after becoming aware of such Third Third-Party Claim. Any such notice shall describe the Third Third-Party Claim in reasonable detail. If any Person shall receive notice or otherwise learn detail and include copies of all notices and documents (including court papers) received by the assertion of a Third Party Claim which may reasonably be determined Indemnitee relating to be a Shared Contingent Liability, such Person shall give the other party to this Agreement written notice thereof within twenty (20) days after becoming aware of such Third Third-Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person an Indemnitee to give provide notice as provided in accordance with this Section 5.6(a4.4(a) shall not relieve the related an Indemnifying Party of its indemnification obligations under this Article VAgreement, except to the extent that such to which the Indemnifying Party is actually materially prejudiced by such the Indemnitee's failure to give noticeprovide notice in accordance with this Section 4.4(a).

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the Vishay QUALCOMM Group or the VPG Leap Group of any claim or of the commencement by any such Person of any Action (collectively, a “"Third Party Claim”") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 5.2 4.1 or Section 5.3 4.2, or any other section Section of this Agreement or any Ancillary Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party and each party to this Agreement, written notice thereof within twenty (20) days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. If any Person shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be a Shared Contingent Liability, such Person shall give the each other party to this Agreement written notice thereof within twenty (20) 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person to give notice as provided in this Section 5.6(a) shall not relieve the related Indemnifying Party of its obligations under this Article V, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.the

Procedures for Indemnification of Third Party Claims. (a) If any Person entitled to indemnification hereunder (an Indemnified Party “Indemnitee”) shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the Vishay Emergent Group or the VPG Aptevo Group of any claim or of the commencement by any such Person of any Action (collectively, a “Third Third-Party Claim”) with 38 respect to which any Party (an “Indemnifying Party Party”) may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 5.2 4.2 or Section 5.3 4.3, or any other section Section of this Agreement or any Ancillary Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within twenty as promptly as practicable (20and no later than thirty (30) days or sooner, if the nature of the Third-Party Claim so requires) after becoming aware of such Third Third-Party Claim. Any such notice shall describe the Third Third-Party Claim in reasonable detail. If any Person shall receive notice or otherwise learn detail and include copies of all notices and documents (including court papers) received by the assertion of a Third Party Claim which may reasonably be determined Indemnitee relating to be a Shared Contingent Liability, such Person shall give the other party to this Agreement written notice thereof within twenty (20) days after becoming aware of such Third Third-Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person an Indemnitee to give provide notice as provided in accordance with this Section 5.6(a4.4(a) shall not relieve the related an Indemnifying Party of its indemnification obligations under this Article VAgreement, except to the extent that such to which the Indemnifying Party is actually materially prejudiced by such the Indemnitee’s failure to give noticeprovide notice in accordance with this Section 4.4(a).

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party shall receive notice or otherwise learn of the assertion by a any Person (including any Governmental Authority) who is not a member of the Vishay Games Group or the VPG Lottery Group of any claim claim, or of the commencement by any such Person of any Action (collectivelyAction, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party pursuant to Section 5.2 4.2 or Section 5.3 4.3, or any other section Section of this Agreement or any Ancillary AgreementAgreement (collectively, a “Third-Party Claim”), such Indemnified Party shall give such Indemnifying Party written notice thereof within twenty (20) 30 days after becoming aware such Indemnified Party received notice of such Third Third-Party Claim. Any such notice shall describe the Third Third-Party Claim in reasonable detail. If any Person shall receive notice or otherwise learn , including, if known, the amount of the assertion of a Third Party Claim Liability for which indemnification may reasonably be determined to be a Shared Contingent Liability, such Person shall give the other party to this Agreement written notice thereof within twenty (20) days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detailavailable. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person to give notice as provided in this Section 5.6(a4.5(a) shall not relieve the related Indemnifying Party of its obligations under this Article VIV, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member party or one of the Vishay Group or the VPG Group its Affiliates of any claim or of the commencement by any such Person of any Action (collectively, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party pursuant to Section clause 5.2 or Section 5.3 5.3, or any other section clause of this Agreement or any Ancillary other IPO Agreement, such Indemnified Party shall give such Indemnifying Party written notice thereof within twenty (20) days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. If any Person shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be a Shared Contingent Liability, such Person shall give the other party to this Agreement written notice thereof within twenty (20) 10 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person to give notice as provided in this Section clause 5.6(a) shall not relieve the related Indemnifying Party of its obligations under this Article Vclause 5 or under the indemnification provisions of any other IPO Agreement, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the Vishay Eastside Group or the VPG MWW Group of any claim or of the commencement by any such Person of any Action (collectively, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 5.2 4.1 or Section 5.3 4.2, or any other section Section of this Agreement or any Ancillary Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party and each party to this Agreement, written notice thereof within twenty (20) days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. If any Person shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be a Shared Contingent Liability, such Person shall give the each other party to this Agreement written notice thereof within twenty (20) 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party Indemnitee or other Person to give notice as provided in this Section 5.6(a4.4(a) shall not relieve the related Indemnifying Party of its obligations under this Article V4, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the Vishay SLM BankCo Group or the VPG NewCo Group of any claim or of the commencement by any such Person of any Action (collectively, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 5.2 4.2 or Section 5.3 4.3, or any other section Section of this Agreement or any Ancillary Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within twenty (20) five business days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. If any Person shall receive notice or otherwise learn detail and include copies of all notices and documents (including court papers) received by the assertion of a Third Party Claim which may reasonably be determined Indemnitee relating to be a Shared Contingent Liability, such Person shall give the other party to this Agreement written notice thereof within twenty (20) days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person an Indemnitee to give provide timely written notice as provided in accordance with this Section 5.6(a4.5(a) shall not relieve the related an Indemnifying Party of its indemnification obligations under this Article VAgreement, except to the extent that such to which the Indemnifying Party is actually prejudiced by such the Indemnitee’s failure to give noticeprovide notice in accordance with this Section 4.5(a).

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the Vishay SLM BankCo Group or the VPG Navient Group of any claim dispute or of the commencement by any such Person of any Action against such Indemnitee (collectively, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 5.2 4.2 or Section 5.3 4.3, or any other section Section of this Agreement or any Ancillary Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within twenty (20) 15 business days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. If any Person shall receive notice or otherwise learn detail and include copies of all notices and documents (including court papers) received by the assertion of a Third Party Claim which may reasonably be determined Indemnitee relating to be a Shared Contingent Liability, such Person shall give the other party to this Agreement written notice thereof within twenty (20) days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person an Indemnitee to give provide timely written notice as provided in accordance with this Section 5.6(a4.5(a) shall not relieve the related an Indemnifying Party of its indemnification obligations under this Article VAgreement, except to the extent that such to which the Indemnifying Party is actually prejudiced by such the Indemnitee’s failure to give noticeprovide notice in accordance with this Section 4.5(a).

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the Vishay STEI Group or the VPG SQRI Group of any claim or of the commencement by any such Person of any Action (collectively, a “"Third Party Claim”") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 5.2 4.1 or Section 5.3 4.2, or any other section Section of this Agreement or any Ancillary Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party and each party to this Agreement, written notice thereof within twenty (20) days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. If any Person shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be a Shared Contingent Liability, such Person shall give the each other party to this Agreement written notice thereof within twenty (20) 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party Indemnitee or other Person to give notice as provided in this Section 5.6(a4.4(a) shall not relieve the related Indemnifying Party of its obligations under this Article V4, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party shall receive notice or otherwise learn of the assertion by a any Person (including any Governmental Authority) who is not a member of the Vishay Belo Group or the VPG Newspaper Holdco Group of any claim claim, or of the commencement by any such Person of any Action (collectivelyAction, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party pursuant to Section 5.2 4.02 or Section 5.3 4.03, or any other section Section of this Agreement or any Ancillary AgreementAgreement (collectively, a “Third-Party Claim”), such Indemnified Party shall give such Indemnifying Party written notice thereof within twenty (20) 30 days after becoming aware such Indemnified Party received notice of such Third Third-Party Claim. Any such notice shall describe the Third Third-Party Claim in reasonable detail. If any Person shall receive notice or otherwise learn , including, if known, the amount of the assertion of a Third Party Claim Liability for which indemnification may reasonably be determined to be a Shared Contingent Liability, such Person shall give the other party to this Agreement written notice thereof within twenty (20) days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detailavailable. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person to give notice as provided in this Section 5.6(a4.05(a) shall not relieve the related Indemnifying Party of its obligations under this Article VIV, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the Vishay Lucent Group or the VPG Agere Group of any claim or of the commencement by any such Person of any Action (collectively, a “"Third Party Claim”") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 5.2 or Section 5.3 5.3, or any other section Section of this Agreement or any Ancillary Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within twenty (20) 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. If any Person shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be a Shared Contingent Liability, Agere or Lucent, as appropriate depending on which Group such Person is a member of, shall give the other party to this Agreement written notice thereof within twenty (20) 20 days after becoming such Person becomes aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party Indemnitee or other Person to give notice as provided in this Section 5.6(a5.5(a) shall not relieve the related Indemnifying Party of its obligations under this Article V, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the Vishay Rubicon Group or the VPG DAC Group of any claim or of the commencement by any such Person of any Action (collectively, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 5.2 4.1 or Section 5.3 4.2, or any other section Section of this Agreement or any Ancillary Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party and each party to this Agreement, written notice thereof within twenty (20) days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. If any Person shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be a Shared Contingent Liability, such Person shall give the each other party to this Agreement written notice thereof within twenty (20) 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party Indemnitee or other Person to give notice as provided in this Section 5.6(a4.4(a) shall not relieve the related Indemnifying Party of its obligations under this Article V4, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If any Person entitled to indemnification hereunder (an Indemnified Party “Indemnitee”) shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the Vishay Emergent Group or the VPG Aptevo Group of any claim or of the commencement by any such Person of any Action (collectively, a “Third Third-Party Claim”) with respect to which any Party (an “Indemnifying Party Party”) may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 5.2 4.2 or Section 5.3 4.3, or any other section Section of this Agreement or any Ancillary Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within twenty as promptly as practicable (20and no later than thirty (30) days or sooner, if the nature of the Third-Party Claim so requires) after becoming aware of such Third Third-Party Claim. Any such notice shall describe the Third Third-Party Claim in reasonable detail. If any Person shall receive notice or otherwise learn detail and include copies of all notices and documents (including court papers) received by the assertion of a Third Party Claim which may reasonably be determined Indemnitee relating to be a Shared Contingent Liability, such Person shall give the other party to this Agreement written notice thereof within twenty (20) days after becoming aware of such Third Third-Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person an Indemnitee to give provide notice as provided in accordance with this Section 5.6(a4.4(a) shall not relieve the related an Indemnifying Party of its indemnification obligations under this Article VAgreement, except to the extent that such to which the Indemnifying Party is actually materially prejudiced by such the Indemnitee’s failure to give noticeprovide notice in accordance with this Section 4.4(a).