Common use of Procedures for Indemnification Clause in Contracts

Procedures for Indemnification. (a) An Indemnitee shall give the Indemnifying Party written notice of any matter that an Indemnitee has determined has given or could reasonably be expected to give rise to a right of indemnification under this Agreement or any Ancillary Agreement (other than a Third Party Claim which shall be governed by Section 6.4(b)), within ten Business Days of such determination, stating the expected amount of the Indemnifiable Loss claimed, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to provide such written notice within the ten Business Day period described above shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been materially prejudiced as a result of such failure (except that the Indemnifying Party or Parties shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). The Indemnifying Party will have a period of 30 days after receipt of a notice under this Section 6.4(a) within which to respond thereto. If the Indemnifying Party fails to respond within such period, the Liability specified in such notice from the Indemnitee shall be conclusively determined to be a Liability of the Indemnifying Party hereunder. If such Indemnifying Party responds within such period and rejects such claim in whole or in part, the disputed matter shall be resolved in accordance with Article VIII.

Procedures for Indemnification. (a) An If a claim or demand is made by a Third Party against an Indemnitee (a “Third-Party Claim”) as to which such Indemnitee is entitled to indemnification pursuant to this Agreement, such Indemnitee shall give notify the Party which is or may be required pursuant to Section 3.1 or Section 3.2 hereof to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third-Party Claim promptly (and in any event by the date (the “Outside Notice Date”) that is the 15th Business Day) after receipt by such Indemnitee of written notice of any matter that an Indemnitee has determined has given or could reasonably be expected to give rise to a right of indemnification under this Agreement or any Ancillary Agreement (other than a Third the Third-Party Claim which shall be governed by Section 6.4(b)), within ten Business Days of such determination, stating the expected amount of the Indemnifiable Loss claimed, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arisesClaim; provided, however, that the failure to provide give such written notice within the ten Business Day period described above notification shall not release affect the Indemnifying Party from any of its obligations indemnification provided hereunder except and solely to the extent the Indemnifying Party shall have been materially actually prejudiced as a result of such failure (except that the Indemnifying Party or Parties shall not be liable for any expenses incurred during the period in which beginning immediately after the Outside Notice Date and ending on the date the Indemnitee failed to give such gives the required notice). The Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within 10 Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party will have a period of 30 days after receipt of a notice Claim. Notice under this Section 6.4(a) 3.3 shall be provided in accordance with Section 5.6. For the avoidance of doubt, knowledge of a Third-Party Claim by a Person who is an officer or director of both MSG and Spinco shall not constitute notice for purposes of this Section 3.3. If a Third-Party Claim is made against an Indemnitee, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses and acknowledges in writing its obligation to indemnify the Indemnitee therefor, to assume the defense thereof with counsel selected by the Indemnifying Party; provided, however, that such counsel is not reasonably objected to by the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third-Party Claim, the Indemnifying Party shall, within 30 days (or sooner if the nature of the Third-Party Claim so requires), notify the Indemnitee of its intent to do so, and the Indemnifying Party shall thereafter not be liable to the Indemnitee for legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, however, that such Indemnitee shall have the right to employ counsel to represent such Indemnitee if, in such Indemnitee’s reasonable judgment, a conflict of interest between such Indemnitee and such Indemnifying Party exists in respect of such claim which to respond theretowould make representation of both such parties by one counsel inappropriate, and in such event the fees and expenses of such separate counsel shall be paid by such Indemnifying Party. If the Indemnifying Party fails to respond within assumes such perioddefense, the Liability specified in such notice from the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, subject to the proviso of the preceding sentence, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be conclusively determined liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during the period prior to the time the Indemnitee shall have given notice of the Third-Party Claim as provided above). If the Indemnifying Party so elects to assume the defense of any Third-Party Claim, all of the Indemnitees shall cooperate with the Indemnifying Party in the defense or prosecution thereof, including by providing or causing to be provided Records and witnesses as soon as reasonably practicable after receiving any request therefor from or on behalf of the Indemnifying Party. If the Indemnifying Party acknowledges in writing responsibility under this Section 3.3 for a Liability Third-Party Claim, then in no event will the Indemnitee admit any liability with respect to, or settle, compromise or discharge, any Third-Party Claim without the Indemnifying Party’s prior written consent; provided, however, that the Indemnitee shall have the right to settle, compromise or discharge such Third-Party Claim without the consent of the Indemnifying Party hereunderif the Indemnitee releases the Indemnifying Party from its indemnification obligation hereunder with respect to such Third-Party Claim and such settlement, compromise or discharge would not otherwise adversely affect the Indemnifying Party. If the Indemnifying Party acknowledges in writing liability for a Third-Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of a Third-Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third-Party Claim and releases the Indemnitee completely in connection with such Third-Party Claim and that would not otherwise adversely affect the Indemnitee. If an Indemnifying Party elects not to assume the defense of a Third-Party Claim, or fails to notify an Indemnitee of its election to do so as provided herein, such Indemnitee may compromise, settle or defend such Third-Party Claim. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third-Party Claim (and shall be liable for the fees and expenses of counsel incurred by the Indemnitee in defending such Third-Party Claim) if the Third-Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnitee which the Indemnitee reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third-Party Claim can be so separated from that for money damages, the Indemnifying Party responds within such period and rejects such claim in whole or in part, the disputed matter shall be resolved in accordance with Article VIIIentitled to assume the defense of the portion relating to money damages.

Procedures for Indemnification. (a) An If a claim or demand is made by a Third Party against an Indemnitee (a “Third-Party Claim”) as to which such Indemnitee is entitled to indemnification pursuant to this Agreement, such Indemnitee shall give notify the Party which is or may be required pursuant to Section 3.1 or Section 3.2 hereof to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third-Party Claim promptly (and in any event by the date (the “Outside Notice Date”) that is the 15th Business Day) after receipt by such Indemnitee of written notice of any matter that an Indemnitee has determined has given or could reasonably be expected to give rise to a right of indemnification under this Agreement or any Ancillary Agreement (other than a Third the Third-Party Claim which shall be governed by Section 6.4(b)), within ten Business Days of such determination, stating the expected amount of the Indemnifiable Loss claimed, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arisesClaim; provided, however, that the failure to provide give such written notice within the ten Business Day period described above notification shall not release affect the Indemnifying Party from any of its obligations indemnification provided hereunder except and solely to the extent the Indemnifying Party shall have been materially actually prejudiced as a result of such failure (except that the Indemnifying Party or Parties shall not be liable for any expenses incurred during the period in which beginning immediately after the Outside Notice Date and ending on the date the Indemnitee failed to give such gives the required notice). The Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within 10 Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party will have a period of 30 days after receipt of a notice Claim. Notice under this Section 6.4(a) 3.3 shall be provided in accordance with Section 5.6. For the avoidance of doubt, knowledge of a Third-Party Claim by a Person who is an officer or director of both MSG Entertainment and Spinco shall not constitute notice for purposes of this Section 3.3. If a Third-Party Claim is made against an Indemnitee, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses and acknowledges in writing its obligation to indemnify the Indemnitee therefor, to assume the defense thereof with counsel selected by the Indemnifying Party; provided, however, that such counsel is not reasonably objected to by the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third-Party Claim, the Indemnifying Party shall, within 30 days (or sooner if the nature of the Third-Party Claim so requires), notify the Indemnitee of its intent to do so, and the Indemnifying Party shall thereafter not be liable to the Indemnitee for legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, however, that such Indemnitee shall have the right to employ counsel to represent such Indemnitee if, in such Indemnitee’s reasonable judgment, a conflict of interest between such Indemnitee and such Indemnifying Party exists in respect of such claim which to respond theretowould make representation of both such parties by one counsel inappropriate, and in such event the fees and expenses of such separate counsel shall be paid by such Indemnifying Party. If the Indemnifying Party fails to respond within assumes such perioddefense, the Liability specified in such notice from the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, subject to the proviso of the preceding sentence, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be conclusively determined liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during the period prior to the time the Indemnitee shall have given notice of the Third-Party Claim as provided above). If the Indemnifying Party so elects to assume the defense of any Third-Party Claim, all of the Indemnitees shall cooperate with the Indemnifying Party in the defense or prosecution thereof, including by providing or causing to be provided Records and witnesses as soon as reasonably practicable after receiving any request therefor from or on behalf of the Indemnifying Party. If the Indemnifying Party acknowledges in writing responsibility under this Section 3.3 for a Liability Third-Party Claim, then in no event will the Indemnitee admit any liability with respect to, or settle, compromise or discharge, any Third-Party Claim without the Indemnifying Party’s prior written consent; provided, however, that the Indemnitee shall have the right to settle, compromise or discharge such Third-Party Claim without the consent of the Indemnifying Party hereunderif the Indemnitee releases the Indemnifying Party from its indemnification obligation hereunder with respect to such Third-Party Claim and such settlement, compromise or discharge would not otherwise adversely affect the Indemnifying Party. If the Indemnifying Party acknowledges in writing liability for a Third-Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of a Third-Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third-Party Claim and releases the Indemnitee completely in connection with such Third-Party Claim and that would not otherwise adversely affect the Indemnitee. If an Indemnifying Party elects not to assume the defense of a Third-Party Claim, or fails to notify an Indemnitee of its election to do so as provided herein, such Indemnitee may compromise, settle or defend such Third-Party Claim. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third-Party Claim (and shall be liable for the fees and expenses of counsel incurred by the Indemnitee in defending such Third-Party Claim) if the Third-Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnitee which the Indemnitee reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third-Party Claim can be so separated from that for money damages, the Indemnifying Party responds within such period and rejects such claim in whole or in part, the disputed matter shall be resolved in accordance with Article VIIIentitled to assume the defense of the portion relating to money damages.

Procedures for Indemnification. (a) An Other than with respect to Third Party Claims, which shall be governed by Section 7.4(b), and Shared Contingent Liabilities, which shall be governed by Section 6.3, each CSC Indemnitee and Computer Sciences GS Indemnitee (each, an “Indemnitee”) shall give the Indemnifying Party written notice of notify in writing, with respect to any matter that an such Indemnitee has determined has given or could reasonably be expected to give rise to a right of indemnification under this Agreement or any Ancillary Agreement, the Party which is or may be required pursuant to this Section 7 or pursuant to any Ancillary Agreement to make such indemnification (other than a Third Party Claim which shall be governed by Section 6.4(b)the “Indemnifying Party”), within ten Business Days thirty (30) days of such determination, stating the expected amount of the Indemnifiable Loss claimed, if known, and method of computation thereof, and containing a reference referring to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to provide such written notice within the ten Business Day period described above shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been materially actually prejudiced as a result of such failure (except that failure. Each such Indemnitee shall provide the applicable Indemnifying Party or Parties shall with reasonable access, upon reasonable prior written notice and during normal business hours, in a manner so as not be liable for to unreasonably interfere in any expenses incurred during material respect with the period in which normal business operations of such Indemnitee, to its books and records, properties and personnel relating to the claim the Indemnitee failed has determined has given or could give rise to give such notice). The Indemnifying Party will have a period right of 30 days after receipt of a notice indemnification under this Section 6.4(a) within which to respond thereto. If the Indemnifying Party fails to respond within such period, the Liability specified in such notice from the Indemnitee shall be conclusively determined to be a Liability of the Indemnifying Party hereunder. If such Indemnifying Party responds within such period and rejects such claim in whole Agreement or in part, the disputed matter shall be resolved in accordance with Article VIIIany Ancillary Agreement.

Procedures for Indemnification. Subject to the following sentence, whenever a claim shall arise for indemnification under this Article XI (aother than claims arising under (1) An Indemnitee Sections 11.2(a)(v) and 11.2(a)(vi), which are governed by the limitations and procedures set out in Section 11.4, (2) Sections 11.2(a)(vii) and (b)(viii), which are governed by the limitations and procedures set out in Section 11.5, (3) Sections 11.2(b)(vi) and (vii), which are governed by the limitations and procedures set out in Section 11.6, and (4) Section 11.2(a)(viii) and 11.2(b)(ix), which is governed by the limitations and procedures set out in Schedule 11.2(a)(viii)), the party entitled to indemnification (the “Indemnified Party”) shall promptly notify the party from which indemnification is sought (the “Indemnifying Party”) of such claim and, when known, the facts constituting the basis for such claim; provided, however, that in the event of any claim for indemnification hereunder resulting from or in connection with any claim or Legal Proceeding by a third party, the Indemnified Party shall give such notice thereof to the Indemnifying Party written notice of any matter that an Indemnitee has determined has given or could reasonably be expected to give rise to a right of indemnification under this Agreement or any Ancillary Agreement (other not later than a Third Party Claim which shall be governed by Section 6.4(b)), within ten Business Days prior to the time any response to the asserted claim is required, if possible, and in any event within five Business Days following receipt of notice thereof. Notwithstanding the foregoing, in the case of claims for indemnification hereunder not arising in connection with any claim or Legal Proceeding by a third party, the Indemnified Party shall not submit such determinationclaims to the Indemnifying Party in increments aggregating less than $50,000. The Indemnified Party’s failure to give timely notice or to furnish the Indemnifying Party with any relevant facts in connection with any third party claim shall not constitute a defense (in part or in whole) to any claim for indemnification by such party, stating except and only to the expected amount extent that such failure shall result in any material prejudice to the Indemnifying Party. In the event of any such claim for indemnification resulting from or in connection with a claim or Legal Proceeding by a third party, the Indemnifying Party may, at its sole cost and expense, assume the defense thereof by written notice within 10 Business Days, using counsel that is reasonably satisfactory to the Indemnified Party. If an Indemnifying Party assumes the defense of any such claim or Legal Proceeding, the Indemnifying Party shall be entitled to take all steps necessary in the defense thereof including the settlement of any case that involves solely monetary damages without the consent of the Indemnifiable Loss claimed, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arisesIndemnified Party; provided, however, that the failure to provide Indemnified Party may, at its own expense, participate in any such written notice within proceeding with the ten Business Day period described above counsel of its choice without any right of control thereof. The Indemnifying Party, if it has assumed the defense of any claim or Legal Proceeding by a third party as provided herein, shall not consent to, or enter into, any compromise or settlement of (which settlement (i) commits the Indemnified Party to take, or to forbear to take, any action or (ii) does not provide for a full and complete written release by such third party of the Indemnifying Party from Indemnified Party), or consent to the entry of any of its obligations except and judgment that does not relate solely to monetary damages arising from, any such claim or Legal Proceeding by a third party without the extent the Indemnifying Party shall have been materially prejudiced as a result of such failure (except that the Indemnifying Party or Parties Indemnified Party’s prior written consent, which shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice)unreasonably withheld, conditioned or delayed. The Indemnifying Party will have a period and the Indemnified Party shall cooperate fully in all aspects of 30 days after receipt any investigation, defense, pre-trial activities, trial, compromise, settlement or discharge of a any claim in respect of which indemnity is sought pursuant to this Article XI, including, but not limited to, by providing the other party with reasonable access to employees and officers (including as witnesses) and other information, provided, that in each case, such access shall be given at reasonable times and upon reasonable notice under this Section 6.4(a) within and without undue interruption to such party’s business or personnel. So long as the Indemnifying Party is in good faith defending such claim or proceeding, the Indemnified Party shall not compromise or settle such claim without the prior written consent of the Indemnifying Party, which to respond theretoconsent shall not be unreasonably withheld, conditioned or delayed. If the Indemnifying Party fails to respond within does not assume the defense of any such periodclaim or litigation in accordance with the terms hereof, the Liability specified Indemnified Party may defend against such claim or litigation in such manner as it may deem appropriate, including settling such claim or litigation (after giving prior written notice from of the Indemnitee shall be conclusively determined same to be a Liability the Indemnifying Party and obtaining the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed) on such terms as the Indemnified Party hereunder. If such may reasonably deem appropriate, and the Indemnifying Party responds within such period and rejects such claim in whole or in part, will promptly indemnify the disputed matter shall be resolved Indemnified Party in accordance with Article VIIIthe provisions of this Section 11.3.

Procedures for Indemnification. (a) An Other than with respect to Third Party Claims, which shall be governed by Section 6.4(b) each Delta Indemnitee and Ultra Indemnitee (each, an “Indemnitee”) shall give the Indemnifying Party written notice of notify in writing, with respect to any matter that an such Indemnitee has determined has given or could reasonably be expected to give rise to a right of indemnification under this Agreement or any Ancillary Agreement, the Party which is or may be required pursuant to this Section 6 or pursuant to any Ancillary Agreement to make such indemnification (other than a Third Party Claim which shall be governed by Section 6.4(b)the “Indemnifying Party”), within ten Business Days thirty (30) days of such determination, stating the expected amount of the Indemnifiable Loss claimed, if known, and method of computation thereof, and containing a reference referring to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to provide such written notice within the ten Business Day period described above shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been materially actually prejudiced as a result of such failure (except that failure. Each such Indemnitee shall provide the applicable Indemnifying Party or Parties shall with reasonable access, upon reasonable prior written notice and during normal business hours, in a manner so as not be liable for to unreasonably interfere in any expenses incurred during material respect with the period in which normal business operations of such Indemnitee, to its books and records, properties and personnel relating to the claim the Indemnitee failed has determined has given or could give rise to give such notice). The Indemnifying Party will have a period right of 30 days after receipt of a notice indemnification under this Section 6.4(a) within which to respond thereto. If the Indemnifying Party fails to respond within such period, the Liability specified in such notice from the Indemnitee shall be conclusively determined to be a Liability of the Indemnifying Party hereunder. If such Indemnifying Party responds within such period and rejects such claim in whole Agreement or in part, the disputed matter shall be resolved in accordance with Article VIIIany Ancillary Agreement.

Procedures for Indemnification. (a) An Other than with respect to Third Party Claims, which shall be governed by Section 6.4(b), each Management and Franchise Indemnitee and Separated Real Estate Indemnitee (each, an “Indemnitee”) shall give the Indemnifying Party written notice of notify in writing, with respect to any matter that an such Indemnitee has determined has given or could reasonably be expected to give rise to a right of indemnification under this Agreement or any Ancillary Agreement, the Party which is or may be required pursuant to this Article VI or pursuant to any Ancillary Agreement to make such indemnification (other than a Third Party Claim which shall be governed by Section 6.4(b)the “Indemnifying Party”), within ten Business Days thirty (30) days of such determination, stating the expected amount of the Indemnifiable Loss claimed, if known, and method of computation thereof, and containing a reference referring to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to provide such written notice within the ten Business Day period described above shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been materially actually prejudiced as a result of such failure (except that failure. Subject to reasonable restrictions relating to confidentiality and privilege, each such Indemnitee shall provide the applicable Indemnifying Party or Parties shall with reasonable access, upon reasonable prior written notice and during normal business hours, in a manner so as not be liable for to unreasonably interfere in any expenses incurred during material respect with the period in which normal business operations of such Indemnitee, to its books and records, properties and personnel relating to the claim the Indemnitee failed has determined has given or could give rise to give such notice). The Indemnifying Party will have a period right of 30 days after receipt of a notice indemnification under this Section 6.4(a) within which to respond thereto. If the Indemnifying Party fails to respond within such period, the Liability specified in such notice from the Indemnitee shall be conclusively determined to be a Liability of the Indemnifying Party hereunder. If such Indemnifying Party responds within such period and rejects such claim in whole Agreement or in part, the disputed matter shall be resolved in accordance with Article VIII.any Ancillary Agreement

Procedures for Indemnification. (a) An Other than with respect to Third Party Claims, which shall be governed by Section 4.3(b), each Veoneer Indemnitee and Autoliv Indemnitee (each, an “Indemnitee”) shall give the Indemnifying Party written notice of notify in writing, with respect to any matter that an such Indemnitee has determined has given or could reasonably be expected to give rise to a right of indemnification under this Agreement or any Ancillary Agreement, the Party which is or may be required pursuant to this Article IV or pursuant to any Ancillary Agreement to make such indemnification (other than a Third Party Claim which shall be governed by Section 6.4(b)the “Indemnifying Party”), within ten Business Days thirty (30) days of such determination, stating the expected amount of the Indemnifiable Loss claimed, if known, and method of computation thereof, and containing a reference referring to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to provide such written notice within the ten Business Day period described above shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been materially actually prejudiced as a result of such failure (except that failure. Each such Indemnitee shall provide the applicable Indemnifying Party or Parties shall with reasonable access, upon reasonable prior written notice and during normal business hours, in a manner so as not be liable for to unreasonably interfere in any expenses incurred during material respect with the period in which normal business operations of such Indemnitee, to its books and records, properties and personnel relating to the claim the Indemnitee failed has determined has given or could give rise to give such notice). The Indemnifying Party will have a period right of 30 days after receipt of a notice indemnification under this Section 6.4(a) within which to respond thereto. If the Indemnifying Party fails to respond within such period, the Liability specified in such notice from the Indemnitee shall be conclusively determined to be a Liability of the Indemnifying Party hereunder. If such Indemnifying Party responds within such period and rejects such claim in whole Agreement or in part, the disputed matter shall be resolved in accordance with Article VIIIany Ancillary Agreement.

Procedures for Indemnification. (a) An Indemnitee shall give the Indemnifying Party written notice of any matter that an such Indemnitee has determined has given or could would reasonably be expected to give rise to a right of indemnification under this Agreement or any Ancillary Agreement (other than a Third Third-Party Claim which shall be governed by Section 6.4(b9.4(b)), ) to any Party that is or may be required pursuant to this Agreement or any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) promptly (and in any event within ten Business Days of fifteen (15) days) after making such a determination, stating . Such notice shall state the expected amount of the Indemnifiable Loss claimed, if known, and method of computation thereof, a reasonably detailed description of the claim, and containing contain a reference to the provisions of this Agreement or the applicable Ancillary Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arisesIndemnitee; provided, however, that the failure to provide such written notice within the ten Business Day period described above shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been materially prejudiced as a result of such failure (except that the failure. Such Indemnifying Party or Parties shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). The Indemnifying Party will have a period of 30 thirty (30) days after the receipt of a such notice under this Section 6.4(a) within which to respond thereto. If the such Indemnifying Party fails to does not respond within such thirty (30)-day period, the Liability such specified in such notice from the Indemnitee claim shall be conclusively determined to be deemed a Liability of the Indemnifying Party hereunderunder this Section 9.4(a) or, in the case of any written notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of the claim (or such portion thereof) becomes finally determined. If such Indemnifying Party responds does not respond within such thirty (30)-day period and or rejects such claim in whole or in part, such Indemnitee shall, subject to the disputed matter shall provisions of Article X, be resolved in accordance with Article VIIIfree to pursue such remedies as may be available to such party as contemplated by this Agreement and the Ancillary Agreements, as applicable, without prejudice to its continuing rights to pursue indemnification or contribution hereunder.

Procedures for Indemnification. (a) An Other than with respect to Third Party Claims, which shall be governed by Section 5.4(b), each Fortive Indemnitee and Vontier Indemnitee (each, an “Indemnitee”) shall give the Indemnifying Party written notice of notify in writing, with respect to any matter that an such Indemnitee has determined has given or could reasonably be expected to give rise to a right of indemnification under this Agreement or any Ancillary Agreement, the Party which is or may be required pursuant to this Article V or pursuant to any Ancillary Agreement to make such indemnification (other than a Third Party Claim which shall be governed by Section 6.4(b)the “Indemnifying Party”), within ten Business Days forty-five (45) days of such determination, stating in such written notice the expected amount of the Indemnifiable Loss claimed, if known, and and, to the extent practicable, method of computation thereof, and containing a reference referring to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to provide such written notice within the ten Business Day period described above shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failure (except that the Indemnifying Party or Parties shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice)failure. The Indemnifying Party will have a period of 30 forty-five (45) days after receipt of a notice under this Section 6.4(a5.4(a) within which to respond thereto. If the Indemnifying Party fails to respond within such period, the Liability specified in such notice from the Indemnitee shall be conclusively determined to be a Liability of the Indemnifying Party hereunder. If such Indemnifying Party responds within such period and rejects such claim in whole or in part, the disputed matter shall be resolved in accordance with Article VIIIVII.

Procedures for Indemnification. (a) An Indemnitee Any Person seeking any indemnification under this Article VII (an “Indemnified Party”), acting through AGSA or AMPSA, as applicable, shall give the Party from which indemnification is being sought (an “Indemnifying Party written Party”) prompt notice (a “Claim Notice”) of any matter that an Indemnitee which such Indemnified Party has determined has given or could reasonably be expected to give rise to a right of indemnification under this Agreement or any Ancillary Agreement (other than a Third Party Claim which shall be governed by Section 6.4(b)), within ten Business Days of such determination, stating the expected amount of the Indemnifiable Loss claimed, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arisesArticle VII; provided, however, that the failure to provide such if an Indemnified Party shall receive written notice within of any Third Party Claim, the ten Business Day period described above Indemnified Party shall not release give the Indemnifying Party a Claim Notice within twenty (20) days after receipt by the Indemnified Party of such notice. The Claim Notice shall (i) indicate whether the matter for which indemnification is sought (an “Indemnity Claim”) results from any or arises out of its obligations except a Third Party claim (a “Third Party Claim”) or a direct claim, (ii) describe with reasonable specificity the nature of the Indemnity Claim and solely (iii) state the amount of direct costs sought pursuant to such Indemnity Claim to the extent then known. The failure to deliver or timely deliver the Claim Notice shall not affect the rights of the Indemnified Party to indemnification under this Article VII, except and only to the extent that the Indemnifying Party shall have been actually and materially prejudiced as a result by reason of such failure (except that the Indemnifying Party or Parties shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). The Indemnifying Party will have a period of 30 days after receipt of a notice under this Section 6.4(a) within which to respond thereto. If the Indemnifying Party fails to respond within such period, the Liability specified in such notice from the Indemnitee shall be conclusively determined to be a Liability of the Indemnifying Party hereunder. If such Indemnifying Party responds within such period and rejects such claim in whole or in part, the disputed matter shall be resolved in accordance with Article VIIIfailure.

Procedures for Indemnification. 9.3.1. The party that may be entitled to indemnity hereunder (athe “Indemnified Party”) An Indemnitee shall give prompt notice (“Notice of Claim”) to the party obligated to give indemnity hereunder (the “Indemnifying Party written notice Party”) of the assertion of any matter that an Indemnitee has determined has given claim, its receipt of a notice threatening a claim, or could reasonably be expected to give rise to a right the commencement of indemnification under this Agreement any suit, action or any Ancillary Agreement (other than a Third Party Claim which shall be governed by Section 6.4(b)), within ten Business Days of such determination, stating the expected amount of the Indemnifiable Loss claimed, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement proceeding in respect of which such right indemnity may be sought hereunder. Any failure on the part of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure any Indemnified Party to provide such written give notice within thirty (30) days of the ten Business Day period described above assertion of such claim shall not release relieve the Indemnifying Party from any of its obligations except and solely under this Section 9 only to the extent the that such Indemnifying Party shall have has been materially prejudiced as a result by the lack of such failure notice (except that the Indemnifying Party or Parties shall not be liable for any expenses incurred by the Indemnified Party during the period in which between (a) thirty (30) days after the Indemnitee failed assertion of the claim and (b) the date notice was provided to give such noticethe Indemnifying Party). The Indemnifying Thereafter, the Indemnified Party will have a period of 30 days after receipt of a notice under this Section 6.4(a) within which shall deliver to respond thereto. If the Indemnifying Party, promptly (and in any event within ten (10) days thereof) after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party fails relating to respond within such periodclaim, the Liability specified in such notice from the Indemnitee shall be conclusively determined to be a Liability of the Indemnifying Party hereunder. If such Indemnifying Party responds within such period and rejects such claim in whole action, suit or in part, the disputed matter shall be resolved in accordance with Article VIIIproceeding.

Procedures for Indemnification. (a) An Indemnitee Whenever a claim shall arise for indemnification under Section 10.1, with the exception of claims for litigation expenses in respect of litigation as to which a notice of claim, as provided in this Section 10.2, has previously been given, which expenses shall be funded on an ongoing basis, the party entitled to indemnification (the "Indemnified Party") shall promptly notify the party from which indemnification is sought (the "Indemnifying Party") of such claim and, when known, the facts constituting the basis for such claim; provided, however, that in the event of any claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party, the Indemnified Party shall give such notice thereof to the Indemnifying Party written not later than ten business days prior to the time any response to the asserted claim is required, if possible, and in any event within five business days following receipt of notice thereof. Failure to give timely notice or to include any specified information in any notice required by this Section 10.2 will not affect the rights or obligations of any matter that an Indemnitee has determined has given or could reasonably be expected party hereunder except and only to give rise to the extent that, as a right of indemnification under this Agreement or any Ancillary Agreement (other than a Third Party Claim which shall be governed by Section 6.4(b)), within ten Business Days result of such determinationfailure, stating any party which was entitled to receive such notice was deprived of its right to recover any payment under its applicable insurance coverage or was otherwise damaged as a result of such failure. In the expected amount event of any such claim for indemnification resulting from or in connection with a claim or legal proceeding by a third party, the Indemnifiable Loss claimedIndemnifying Party may, if knownat its sole cost and expense, and method of computation thereof, and containing a reference assume the defense thereof using counsel who is reasonably satisfactory to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arisesIndemnified Party; provided, however, that the failure to provide such written notice within the ten Business Day period described above shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall first have been materially prejudiced as a result of such failure (except agreed in writing that it does not and will not contest its responsibility for indemnifying the Indemnifying Party or Parties shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). The Indemnifying Party will have a period of 30 days after receipt of a notice under this Section 6.4(a) within which to respond thereto. If the Indemnifying Party fails to respond within such period, the Liability specified in such notice from the Indemnitee shall be conclusively determined to be a Liability of the Indemnifying Party hereunder. If such Indemnifying Party responds within such period and rejects such claim in whole or in part, the disputed matter shall be resolved in accordance with Article VIII.Indemnified

Procedures for Indemnification. (a) An Indemnitee Any Person making a claim for indemnification under this ARTICLE VI is referred to herein as an “Indemnified Party”. The Person from whom indemnification is sought is referred to herein as the “Indemnifying Party”. Promptly after receiving notice of any Proceeding, investigation, demand or other claim against the Indemnified Party by a third party (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party provide written notice of such claim (any matter that such written notice, an Indemnitee has determined has given or could reasonably be expected “Indemnification Notice”) to: (i) the Purchaser subject to give rise to a right of the indemnification under this Agreement or any Ancillary Agreement (other than a claim, if the Third Party Claim which shall be governed by arises under Section 6.4(b)), within ten Business Days of such determination, stating 6.2 and (ii) the expected amount of the Indemnifiable Loss claimedSellers’ Representative, if knownthe Third Party Claim arises under Section 6.3. Each such Indemnification Notice shall describe in reasonable detail the applicable Third Party Claim, and including the facts giving rise to such claim for indemnification hereunder, the amount or method of computation thereof, and containing a reference to of the provisions amount of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arisesclaim (if known); provided, however, that the failure to provide such written notice within the ten Business Day period described above so notify an Indemnifying Party shall not release relieve the Indemnifying Party from any of its obligations hereunder except and solely to the extent the Indemnifying Party shall have been materially prejudiced as a result of such failure (except that the Indemnifying Party or Parties shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give is actually prejudiced by such notice)failure. The Indemnifying Indemnified Party will have a period of 30 days after receipt of a notice under this Section 6.4(a) within which to respond thereto. If shall also provide such other information with respect thereto as the Indemnifying Party fails to respond within such period, the Liability specified in such notice from the Indemnitee shall be conclusively determined to be a Liability of the Indemnifying Party hereunder. If such Indemnifying Party responds within such period and rejects such claim in whole or in part, the disputed matter shall be resolved in accordance with Article VIIImay reasonably request.

Procedures for Indemnification. (a) An Indemnitee shall give the Indemnifying Party written Other than with respect to notice of Third Party Claims, which shall be governed by Section 5.4(b), each Veoneer Indemnitee and Autoliv Indemnitee (each, an “Indemnitee”) shall notify in writing, with respect to any matter that an such Indemnitee has determined has given or could reasonably be expected to give rise to a right of indemnification under this Agreement or any Ancillary Agreement, the Party which is or may be required pursuant to this Article V or pursuant to any Ancillary Agreement to make such indemnification (other than a Third Party Claim which shall be governed by Section 6.4(b)the “Indemnifying Party”), within ten Business Days thirty (30) days of such determination, stating the expected amount of the Indemnifiable Loss claimed, if known, and method of computation thereof, and containing a reference referring to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to provide such written notice within the ten Business Day period described above shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been materially actually prejudiced as a result of such failure (except that failure. Each such Indemnitee shall provide the applicable Indemnifying Party or Parties shall with reasonable access, upon reasonable prior written notice and during normal business hours, in a manner so as not be liable for to unreasonably interfere in any expenses incurred during material respect with the period in which normal business operations of such Indemnitee, to its books and records, properties and personnel relating to the claim the Indemnitee failed has determined has given or could give rise to give such notice). The Indemnifying Party will have a period right of 30 days after receipt of a notice indemnification under this Section 6.4(a) within which to respond thereto. If the Indemnifying Party fails to respond within such period, the Liability specified in such notice from the Indemnitee shall be conclusively determined to be a Liability of the Indemnifying Party hereunder. If such Indemnifying Party responds within such period and rejects such claim in whole Agreement or in part, the disputed matter shall be resolved in accordance with Article VIIIany Ancillary Agreement.

Procedures for Indemnification. (a) An Indemnitee shall give the Indemnifying Party written notice Any claim under Section 3.05, Section 4.01 or Section 4.02 or any other Section of any matter that an Indemnitee has determined has given or could reasonably be expected to give rise to a right of indemnification under this Agreement or any Ancillary Agreement (other than on account of a Loss which does not result from a Third Party Claim which shall be governed asserted by Section 6.4(b)), within ten Business Days written notice given by or on behalf of such determination, stating the expected amount of the Indemnifiable Loss claimed, if known, and method of computation thereof, and containing a reference an Indemnitee to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to provide such written notice within the ten Business Day period described above shall not release the relevant Indemnifying Party from any of its obligations except and solely to the extent the Party. Such Indemnifying Party shall have been materially prejudiced as a result of such failure (except that the Indemnifying Party or Parties shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). The Indemnifying Party will have a period of 30 calendar days after the receipt of a such notice under this Section 6.4(a) within which to respond thereto. If any such claim is not paid in full by an Indemnifying Party within 30 calendar days after written notice has been received by the Indemnifying Party, such Indemnitee and Indemnifying Party fails shall negotiate in good faith for a reasonable period of time to settle such amount claimed; provided, however, that such reasonable period shall not, unless otherwise agreed by such Indemnitee and Indemnifying Party in writing, exceed 45 calendar days from the time they began such negotiations; provided, further, that if such Indemnifying Party does not respond within such period, the Liability specified in such notice from the Indemnitee shall be conclusively determined to be a Liability of the Indemnifying Party hereunder. If such Indemnifying Party responds within such 30-day period and or rejects such claim in whole or in part, the disputed matter such Indemnifying Party shall be resolved deemed to have refused to accept responsibility to make payment. The Indemnitee may, but need not, at any time thereafter bring an Action against the Indemnifying Party to recover the unpaid amount of the claim and, if successful in accordance with Article VIIIwhole or in part, the Indemnitee also shall be entitled to be paid the expenses of prosecuting such claim; provided, however, that in the event of any such Action, neither the Indemnitee nor the Indemnifying Party shall assert the defenses of statute of limitations and laches arising for the period beginning after the date they began negotiations hereunder as provided in the preceding sentence.

Procedures for Indemnification. (a) An Indemnitee In the event an Indemnified Party seeks indemnification under this Agreement, the Indemnified Party shall promptly give notice hereunder to the Indemnifying Party written Indemnitor upon obtaining notice of any matter that an Indemnitee has determined has given demand for payment of any Covered Obligation, or could reasonably any claim, investigation, or service of a summons or other initial or continuing legal or administrative process or proceeding in any Proceeding instituted, or threatened to be expected instituted, against the Indemnified Party as to which recovery or other action may be sought against the Indemnified Party because of the indemnification provided for herein, and the Indemnified Party shall be required to permit the Indemnitor to assume the defense of any such Proceeding. The right to indemnification hereunder shall not be affected by any failure of the Indemnified Party to give rise to a right of indemnification under this Agreement such notice (or any Ancillary Agreement (other than a Third by delay by the Indemnified Party Claim which shall be governed by Section 6.4(b)), within ten Business Days of in giving such determination, stating the expected amount of the Indemnifiable Loss claimed, if knownnotice) unless, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to provide such written notice within the ten Business Day period described above shall not release the Indemnifying Party from any of its obligations except and solely only to the extent that, the Indemnifying Party rights and remedies of the Indemnitor shall have been materially prejudiced as a result of such the failure (except that to give, or the Indemnifying Party or Parties shall not be liable for any expenses incurred during the period delay in which the Indemnitee failed to give giving, such notice). The Indemnifying Failure by the Indemnitor to notify the Indemnified Party will have a period of 30 its affirmative intent to defend any such Proceeding within thirty (30) days after receipt of a notice under this Section 6.4(a) within which thereof shall have been given to respond thereto. If the Indemnifying Party fails to respond within such period, the Liability specified in such notice from the Indemnitee Indemnitor shall be conclusively determined deemed a waiver by the Indemnitor of its right to be a Liability of the Indemnifying Party hereunder. If defend such Indemnifying Party responds within such period and rejects such claim in whole or in part, the disputed matter shall be resolved in accordance with Article VIIIProceeding.

Procedures for Indemnification. (a) An Other than with respect to Third Party Claims, which shall be governed by Section 7.4(b), and Shared Contingent Liabilities, which shall be governed by Section 6.4, each Leidos Indemnitee and New SAIC Indemnitee (each, an “Indemnitee”) shall give the Indemnifying Party written notice of notify in writing, with respect to any matter that an such Indemnitee has determined has given or could reasonably be expected to give rise to a right of indemnification under this Agreement or any Ancillary Agreement, the Party which is or may be required pursuant to this Article VII or pursuant to any Ancillary Agreement to make such indemnification (other than a Third Party Claim which shall be governed by Section 6.4(b)the “Indemnifying Party”), within ten Business Days thirty (30) days of such determination, stating the expected amount of the Indemnifiable Loss claimed, if known, and method of computation thereof, and containing a reference referring to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to provide such written notice within the ten Business Day period described above shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been materially actually prejudiced as a result of such failure (except that failure. Each such Indemnitee shall provide the applicable Indemnifying Party or Parties shall with reasonable access, upon reasonable prior written notice and during normal business hours, in a manner so as not be liable for to unreasonably interfere in any expenses incurred during material respect with the period in which normal business operations of such Indemnitee, to its books and records, properties and personnel relating to the claim the Indemnitee failed has determined has given or could give rise to give such notice). The Indemnifying Party will have a period right of 30 days after receipt of a notice indemnification under this Section 6.4(a) within which to respond thereto. If the Indemnifying Party fails to respond within such period, the Liability specified in such notice from the Indemnitee shall be conclusively determined to be a Liability of the Indemnifying Party hereunder. If such Indemnifying Party responds within such period and rejects such claim in whole Agreement or in part, the disputed matter shall be resolved in accordance with Article VIIIany Ancillary Agreement.

Procedures for Indemnification. (a) An Indemnitee Whenever a claim shall give the Indemnifying Party written notice of any matter that an Indemnitee has determined has given or could reasonably be expected to give rise to a right of arise for indemnification under this Agreement or any Ancillary Agreement (other than a Third Party Claim which shall be governed by Section 6.4(b))10.1, within ten Business Days with the exception of such determination, stating the expected amount of the Indemnifiable Loss claimed, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement claims for litigation expenses in respect of litigation as to which such right a notice of claim, as provided in this Section 10.2, has previously been given, which expenses shall be funded on an ongoing basis, the party entitled to indemnification (the "Indemnified Party") shall promptly notify the party from which indemnification is claimed by sought (the "Indemnifying Party") of such Indemnitee or arisesclaim and, when known, the facts constituting the basis for such claim; provided, however, that in the failure event of any claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party, the Indemnified Party shall give such notice thereof to provide such written notice within the ten Business Day period described above shall not release the Indemnifying Party from not later than ten business days prior to the time any response to the asserted claim is required, if possible, and in any event within five business days following receipt of its notice thereof. Failure to give timely notice or to include any specified information in any notice required by this Section 10.2 will not effect the rights or obligations of any party hereunder except and solely only to the extent the Indemnifying Party shall have been materially prejudiced that, as a result of such failure (except that failure, any party which was entitled to receive such notice was deprived of its right to recover any payment under its applicable insurance coverage or was otherwise damaged as a result of such failure. In the event of any such claim for indemnification resulting from or in connection with a claim or legal proceeding by a third party, the Indemnifying Party or Parties shall not be liable for any expenses incurred during may, at its sole cost and expense, assume the period in which defense thereof using counsel who is reasonably satisfactory to the Indemnitee failed to give such notice). The Indemnifying Party will have a period of 30 days after receipt of a notice under this Section 6.4(a) within which to respond thereto. If the Indemnifying Party fails to respond within such periodIndemnified Party; provided, the Liability specified in such notice from the Indemnitee shall be conclusively determined to be a Liability of the Indemnifying Party hereunder. If such Indemnifying Party responds within such period and rejects such claim in whole or in parthowever, the disputed matter shall be resolved in accordance with Article VIII.that the

Procedures for Indemnification. (a) An Indemnitee shall give (i) In the Indemnifying Party written notice event any claim is made, any suit or action is commenced, or any knowledge is received of any matter that an Indemnitee has determined has given or could reasonably be expected to a state of facts that, if not corrected, would give rise to a right of indemnification under this Agreement or any Ancillary Agreement of a party hereunder (“Indemnified Party”) by the other than a Third Party Claim which shall be governed by Section 6.4(b)party (“Indemnifying Party”), within ten Business Days of such determination, stating the expected amount of the Indemnifiable Loss claimed, if known, and method of computation thereof, and containing a reference Indemnified Party will give written notice to the provisions Indemnifying Party as promptly as practicable, but, in the case of lawsuit, in no event later than the time necessary to enable the Indemnifying Party to file a timely answer to the complaint; provided that failure to give timely notice shall not relieve the Indemnifying Party of its obligations hereunder except to the extent it is actually prejudiced thereby. Such written notice shall describe such claim in reasonable detail including the sections of this Agreement which form the basis for such claim. The Indemnified Party shall make available to the Indemnifying Party and its counsel and accountants at reasonable times and for reasonable periods, during normal business hours, all books and records of the Indemnified Party relating to any such possible claim for indemnification, and each party hereunder will render to the other such assistance as it may reasonably require of the other (at the expense of the party requesting assistance) in respect order to insure prompt and adequate defense of which such any suit, claim or proceeding based upon a state of facts that may give rise to a right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to provide such written notice within the ten Business Day period described above shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been materially prejudiced as a result of such failure (except that the Indemnifying Party or Parties shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). The Indemnifying Party will have a period of 30 days after receipt of a notice under this Section 6.4(a) within which to respond thereto. If the Indemnifying Party fails to respond within such period, the Liability specified in such notice from the Indemnitee shall be conclusively determined to be a Liability of the Indemnifying Party hereunder. If such Indemnifying Party responds within such period and rejects such claim in whole or in part, the disputed matter shall be resolved in accordance with Article VIII.

Procedures for Indemnification. (a) An Indemnitee shall give the Indemnifying Party written notice of any matter that If a claim or demand is made against an Indemnitee has determined has given by any Person who is not a Party to this Agreement or could an Affiliate of a Party (a “Third-Party Claim”) as to which such Indemnitee is or reasonably expects to be expected entitled to give rise indemnification pursuant to a right of indemnification under this Agreement or any Ancillary Agreement (other than a Third Agreement, such Indemnitee shall notify the Indemnifying Party in writing, and in reasonable detail, of the Third-Party Claim which shall be governed by Section 6.4(b)), promptly (and in any event within ten Business Days of such determination, stating the expected amount of the Indemnifiable Loss claimed, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed thirty (30) days) after receipt by such Indemnitee or arisesof written notice of the Third-Party Claim; provided, however, that the failure to provide notice of any such written notice within the ten Business Day period described above Third-Party Claim pursuant to this sentence shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been materially prejudiced as a result of such failure (except that the Indemnifying Party or Parties shall not be liable for any expenses incurred by the Indemnitee in defending such Third-Party Claim during the period in which the Indemnitee failed to give such notice). The Indemnifying Such notice must describe the Third Party will have a period Claim in reasonable detail, to the extent known to the Indemnitee, or include copies of 30 days after receipt of a all notice under this Section 6.4(aand documents (including court papers) within which received by the Indemnitee relating to respond theretothe Third Party Claim. If the Indemnifying Party fails to respond within such periodThereafter, the Liability specified in such notice from the Indemnitee shall be conclusively determined deliver to be a Liability of the Indemnifying Party, promptly (and in any event within ten (10) days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party hereunder. If such Indemnifying Party responds within such period and rejects such claim in whole or in part, the disputed matter shall be resolved in accordance with Article VIIIClaim.

Procedures for Indemnification. (a) An Indemnitee shall If a claim for Damages is to be made by any of the NETGEAR Indemnified Parties or any of the Infrant Indemnified Parties pursuant to this Article XI (the “Indemnified Party”), the Indemnified Party agrees to give the Indemnifying Party written notice to the Holders or NETGEAR and Merger Sub, as applicable, (the “Indemnifying Parties”) promptly and in any event not later than sixty (60) days after the date the Indemnified Party shall first become aware of such claim of the assertion of any matter fact, condition, event, claim, action or proceeding that an Indemnitee has determined has given or could reasonably be expected to may give rise to a right of indemnification under this Agreement or any Ancillary Agreement (other than a Third Party Claim which shall be governed by Section 6.4(b)), within ten Business Days of such determination, stating the expected amount of the Indemnifiable Loss claimed, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement Damages in respect of which such right of indemnification is claimed by such Indemnitee or arisesindemnity may be sought under this Article XI (a “Claim”); provided, however, provided that the failure to provide give such written prompt notice within the ten Business Day period described above shall not release affect the Indemnifying rights of the Indemnified Party from any of its obligations except and solely to the extent the Indemnifying Party is actually prejudiced by such failure. The notice shall have been materially prejudiced as a result state in reasonable detail the information then available regarding the amount and nature of such failure (except that the Indemnifying Party Claim and shall specify the provision or Parties shall not be liable for any expenses incurred during the period in provisions of this Agreement under which the Indemnitee failed to give such notice)Claim is asserted. The Indemnifying Party will have a period of 30 days after receipt of a notice under this Section 6.4(a) within which to respond thereto. If the Indemnifying Party fails to respond within such period, the Liability specified in such notice from the Indemnitee shall be conclusively determined deemed to be a Liability have accepted the notice of the Indemnifying Party hereunder. If Claim and to have agreed to pay the Damages at issue if such Indemnifying Party responds does not send a notice of disagreement to the Indemnified Party within such period and rejects such claim in whole or in partsixty (60) calendar days after receiving notice of the Claim. In the case of a disputed Claim, the disputed parties shall use their reasonable best efforts to resolve the matter shall be internally on an expeditious basis and in any event within forty-five (45) calendar days after notice is received by the Indemnifying Party. If after such forty-five (45) calendar day period has passed, the parties have not mutually resolved in accordance the matter, then the Indemnified Parties may initiate legal proceedings with Article VIIIrespect to such Claim.

Procedures for Indemnification. (a) An Indemnitee shall give the Indemnifying Party written notice of any matter that an Indemnitee has determined has given or could reasonably be expected to give rise to In order for a right of indemnification under this Agreement or any Ancillary Agreement (other than a Third Party Claim which shall be governed by Section 6.4(b)), within ten Business Days of such determination, stating the expected amount member of the Indemnifiable Loss claimedBuyer Group or Seller Group, if knownas the case may be, and method of computation thereof, and containing a reference to the provisions of be entitled to indemnification provided for under this Agreement in respect of, arising out of which or involving a claim made by a third-party (a "Third Party Claim"), such right indemnified party must notify the indemnifying parties in writing, and in reasonable detail, of indemnification is claimed the Third Party Claim within ten (10) days after receipt by such Indemnitee or arisesindemnified party of written notice of the Third Party Claim; provided, however, that the failure to provide such written timely and proper notice within the ten Business Day period described above shall not release limit the Indemnifying Party from any of its obligations indemnification provided hereunder except and solely to that the extent indemnification hereunder shall be reduced by the Indemnifying Party shall have been materially prejudiced as a result financial effect, if any, of such failure (except that the Indemnifying Party or Parties an indemnifying party shall not be liable for any expenses incurred during the period following such 10-day period in which the Indemnitee indemnified party failed to give such notice). The Indemnifying Thereafter, (i) the indemnified party shall promptly deliver to the indemnifying parties (A) copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party will have a period of 30 days after receipt of a notice under this Section 6.4(aClaim and (B) within which all available information and documentation necessary to respond thereto. If support and verify the Indemnifying Party fails to respond within such periodclaim asserted, and (ii) the Liability specified in such notice from the Indemnitee indemnifying parties shall be conclusively determined given reasonable access to the books and records in the possession or control of the indemnified party or any of its Affiliates which any indemnifying party reasonably determines to be a Liability of related to, or reasonably necessary in the Indemnifying defense of, such Third Party hereunder. If such Indemnifying Party responds within such period and rejects such claim in whole or in part, the disputed matter shall be resolved in accordance with Article VIIIClaim.

Procedures for Indemnification. (a) An Indemnitee shall give the Indemnifying Party written notice of any matter that an Indemnitee has determined has given or could reasonably be expected to give rise to In order for a right of indemnification under this Agreement or any Ancillary Agreement (other than a Third Party Claim which shall be governed by Section 6.4(b)), within ten Business Days of such determination, stating the expected amount member of the Indemnifiable Loss claimedBuyer Group or Seller Group, if knownas the case may be, and method of computation thereof, and containing a reference to the provisions of be entitled to indemnification provided for under this Agreement in respect of, arising out of which or involving a claim made by a third-party (a "Third-Party Claim"), such right indemnified party must notify the indemnifying parties in writing, and in reasonable detail, of indemnification is claimed the Third-Party Claim within ten (10) days after receipt by such Indemnitee or arisesindemnified party of written notice of the Third-Party Claim; providedPROVIDED, howeverHOWEVER, that the failure to provide such written timely and proper notice within the ten Business Day period described above shall not release limit the Indemnifying Party from any of its obligations indemnification provided hereunder, except and solely to that the extent indemnification hereunder shall be reduced by the Indemnifying Party shall have been materially prejudiced as a result financial effect, if any, of such failure (and except that the Indemnifying Party or Parties an indemnifying party shall not be liable for any expenses incurred during the period following such 10-day period in which the Indemnitee indemnified party shall have failed to give such notice). The Indemnifying Thereafter, (i) the indemnified party shall promptly deliver to the indemnifying parties (A) copies of all notices and documents (including court papers) received by the indemnified party relating to the Third-Party will have a period of 30 days after receipt of a notice under this Section 6.4(aClaim and (B) within which all reasonably available information and documentation necessary to respond thereto. If support and verify the Indemnifying Party fails to respond within such periodclaim asserted, and (ii) the Liability specified in such notice from the Indemnitee indemnifying parties shall be conclusively determined given reasonable access to the books and records in the possession or control of the indemnified party or any of its Affiliates that any indemnifying party reasonably determines to be a Liability of related to, or reasonably necessary in the Indemnifying defense of, such Third-Party hereunder. If such Indemnifying Party responds within such period and rejects such claim in whole or in part, the disputed matter shall be resolved in accordance with Article VIIIClaim.

Procedures for Indemnification. 15.5.1. If a party hereto (the "Claiming Party") seeks indemnification from the other party (the "Indemnitor") for indemnifiable losses, the Claiming Party shall give notice to the Indemnitor of such loss (the "Notice of Loss"). If, within thirty days after the date on which the Indemnitor receives the Notice of Loss, the Indemnitor has not delivered to the Claiming Party a notice of objecting to all or any portion of the claimed loss and setting forth the amount of such claimed loss objected to and the reasons for such objection, the Claiming Party shall be entitled to indemnification for such loss and the Indemnitor shall promptly pay such loss. If, within thirty days after the date on which the Indemnitor receives a Notice of Loss, the Indemnitor delivers to the Claiming Party an objection to all or any portion of the claimed loss, setting forth the amount of such loss objected to and the reasons for such objections, the Claiming Party shall be entitled to reimbursement for the portion of such loss not objected to by the Indemnitor and the Indemnitor shall promptly pay such amount. The Claiming Party shall be entitled to indemnification for the portion of such claimed loss to which the Indemnitor objected to upon the earlier of: (a) An Indemnitee shall give the Indemnifying Party Indemnitor's and the Claiming Party's written notice of any matter that an Indemnitee has determined has given or could reasonably be expected agreement with respect to give rise to a right of the indemnification under this Agreement or any Ancillary Agreement (other than a Third Party Claim which shall be governed by Section 6.4(b)), within ten Business Days of such determination, stating the expected amount of the Indemnifiable Loss claimed, if known, and method of computation thereof, and containing loss; or (b) a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee final judgment or arises; provided, however, that the failure to provide such written notice within the ten Business Day period described above shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been materially prejudiced as a result of such failure (except that the Indemnifying Party or Parties shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). The Indemnifying Party will have a period of 30 days after receipt award of a notice under this Section 6.4(a) within which court of competent jurisdiction with respect to respond thereto. If the Indemnifying Party fails to respond within such period, the Liability specified in such notice from the Indemnitee shall be conclusively determined to be a Liability of the Indemnifying Party hereunder. If such Indemnifying Party responds within such period and rejects such claim in whole or in part, the disputed matter shall be resolved in accordance with Article VIIIloss.

Procedures for Indemnification. (a) An Indemnitee shall give In the Indemnifying Party written notice event any claim is made, any suit or action is commenced, or any knowledge is received of any matter that an Indemnitee has determined has given or could reasonably be expected to a state of facts that, if not corrected, would give rise to a right of indemnification under this Agreement or any Ancillary Agreement of a party hereunder (“Indemnified Party”) by the other than a Third Party Claim which shall be governed by Section 6.4(b)party (“Indemnifying Party”), within ten Business Days of such determination, stating the expected amount of the Indemnifiable Loss claimed, if known, and method of computation thereof, and containing a reference Indemnified Party will give written notice to the provisions Indemnifying Party as promptly as practicable, but, in the case of lawsuit, in no event later than the time necessary to enable the Indemnifying Party to file a timely answer to the complaint; provided that failure to give timely notice shall not relieve the Indemnifying Party of its obligations hereunder except to the extent it is actually prejudiced thereby. Such written notice shall describe such claim in reasonable detail including the sections of this Agreement which form the basis for such claim. The Indemnified Party shall make available to the Indemnifying Party and its counsel and accountants at reasonable times and for reasonable periods, during normal business hours, all books and records of the Indemnified Party relating to any such possible claim for indemnification, and each party hereunder will render to the other such assistance as it may reasonably require of the other (at the expense of the party requesting assistance) in respect order to insure prompt and adequate defense of which such any suit, claim or proceeding based upon a state of facts that may give rise to a right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to provide such written notice within the ten Business Day period described above shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been materially prejudiced as a result of such failure (except that the Indemnifying Party or Parties shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). The Indemnifying Party will have a period of 30 days after receipt of a notice under this Section 6.4(a) within which to respond thereto. If the Indemnifying Party fails to respond within such period, the Liability specified in such notice from the Indemnitee shall be conclusively determined to be a Liability of the Indemnifying Party hereunder. If such Indemnifying Party responds within such period and rejects such claim in whole or in part, the disputed matter shall be resolved in accordance with Article VIII.

Procedures for Indemnification. (a) An Indemnitee If an Indemnified Party shall give claim to have suffered a Loss for which indemnification is available under Section 8.2 or 8.3, as the case may be (for purposes of this Section 8.4, regardless of whether such Indemnified Party is entitled to receive a payment in respect of such claim by virtue of Section 8.2(b)(viii)), the Indemnified Party shall notify the Indemnifying Party in writing unless the failure to give notice does not adversely affect the Indemnifying Party’s ability to mitigate such Losses, which written notice shall describe the nature of any matter such claim, the facts and circumstances that an Indemnitee has determined has given or could reasonably be expected to give rise to a right of indemnification under this Agreement or any Ancillary Agreement (other than a Third Party Claim which shall be governed by Section 6.4(b)), within ten Business Days such claim and the amount of such determinationclaim if reasonably ascertainable at the time such claim is made (or if not then reasonably ascertainable, stating the expected maximum amount of such claim reasonably estimated by the Indemnifiable Loss claimed, if known, and method of computation thereof, and containing a reference to Indemnified Party). In the provisions of this Agreement in respect of which such right of indemnification is claimed event that within forty-five (45) days after the receipt by such Indemnitee or arises; provided, however, that the failure to provide such written notice within the ten Business Day period described above shall not release the Indemnifying Party of such a written notice from any of its obligations except and solely to the extent Indemnified Party, the Indemnified Party shall not have received from the Indemnifying Party a written objection to such claim, such claim shall be conclusively presumed and considered to have been materially prejudiced as a result of such failure (except that assented to and approved by the Indemnifying Party or Parties shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). The Indemnifying Party will have a period of 30 days after following receipt of a notice under this Section 6.4(a) within which to respond thereto. If by the Indemnifying Party fails to respond within such period, the Liability specified in such of a written notice from the Indemnitee shall be conclusively determined Indemnified Party to be a Liability of the Indemnifying Party hereunder. If such Indemnifying Party responds within such period and rejects such claim in whole or in part, the disputed matter shall be resolved in accordance with Article VIIIeffect.

Procedures for Indemnification. (a) An Indemnitee Any Person making a claim for indemnification under this ARTICLE VI is referred to herein as an “Indemnified Party”. The Person from whom indemnification is sought is referred to herein as the “Indemnifying Party”. Promptly after receiving notice of any Proceeding, investigation, demand or other claim against the Indemnified Party by a third party (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party provide written notice of such claim (any matter that such written notice, an Indemnitee has determined has given or could reasonably be expected “Indemnification Notice”) to: (i) the Purchaser Parties subject to give rise to a right of the indemnification under this Agreement or any Ancillary Agreement (other than a claim, if the Third Party Claim which shall be governed by arises under Section 6.4(b)), within ten Business Days of such determination, stating 6.2 and (ii) the expected amount of the Indemnifiable Loss claimedSeller Parties, if knownthe Third Party Claim arises under Section 6.3. Each such Indemnification Notice shall describe in reasonable detail the applicable Third Party Claim, and including the facts giving rise to such claim for indemnification hereunder, the amount or method of computation thereof, and containing a reference to of the provisions amount of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arisesclaim (if known); provided, however, that the failure to provide such written notice within the ten Business Day period described above so notify an Indemnifying Party shall not release relieve the Indemnifying Party from any of its obligations hereunder except and solely to the extent the Indemnifying Party shall have been materially prejudiced as a result of such failure (except that the Indemnifying Party or Parties shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give is actually prejudiced by such notice)failure. The Indemnifying Indemnified Party will have a period of 30 days after receipt of a notice under this Section 6.4(a) within which to respond thereto. If shall also provide such other information with respect thereto as the Indemnifying Party fails to respond within such period, the Liability specified in such notice from the Indemnitee shall be conclusively determined to be a Liability of the Indemnifying Party hereunder. If such Indemnifying Party responds within such period and rejects such claim in whole or in part, the disputed matter shall be resolved in accordance with Article VIIImay reasonably request.

Procedures for Indemnification. (a) An Indemnitee shall give the Indemnifying If a claim for Damages (“Indemnity Claim”), other than Third-Party written notice of any matter that an Indemnitee has determined has given or could reasonably Claims under Section 8.5(b) below, is to be expected made by a Person entitled to give rise to a right of indemnification under this Agreement or any Ancillary Agreement Article 8 (other than a Third Party Claim which shall be governed by Section 6.4(b)“Indemnified Party”), within ten Business Days such party shall give written notice briefly describing the claim and the total monetary damages sought (each, a “Notice”) to Sellers’ Representative or Buyer, as applicable (each an “Indemnifying Party”), as soon as practicable after such Indemnified Party becomes aware of such determinationany fact, stating the expected amount of the Indemnifiable Loss claimed, if known, and method of computation thereof, and containing a reference condition or event which gives rise to the provisions of Damages for which indemnification may be sought under this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the Article 8. Any failure to provide submit any such written notice within the ten Business Day period described above shall not release the Indemnifying Party from any of its obligations except and solely claim to the extent the Indemnifying Party shall have been materially prejudiced as a result not relieve any Indemnifying Party of such failure (any Liability hereunder, except to the extent that the Indemnifying Party or Parties shall not be liable for any expenses incurred during demonstrates that the period in which the Indemnitee failed to give Indemnifying Party was actually prejudiced by such notice)failure. The Indemnifying Party will shall be deemed to have accepted the Notice and the Indemnifying Party shall be deemed to have agreed to pay the Damages at issue if the Indemnifying Party does not send a period notice of 30 disagreement to the Indemnified Party within thirty (30) calendar days after receipt of a notice under this Section 6.4(a) within which to respond theretoreceiving the Notice. If the Indemnifying Party fails does not send a notice of disagreement to respond the Indemnified Party within such periodthirty (30) calendar days after receiving the Notice, the Liability specified in such notice from the Indemnitee shall be conclusively determined to be a Liability of the Indemnifying Party hereunder. If such Indemnifying shall promptly pay to the Indemnified Party responds within such period and rejects such claim in whole or in part, the disputed matter shall be resolved in accordance with Article VIIIamount sufficient to pay the Damages.

Procedures for Indemnification. (a) An Indemnitee The party (the “Indemnified Party”) that may be entitled to indemnity hereunder shall give prompt notice to the party obligated to give indemnity hereunder (the “Indemnifying Party written notice Party”) of the assertion of any matter that an Indemnitee has determined has given claim, or could reasonably be expected the commencement of any suit, action or proceeding (including but not limited to give rise to a right of indemnification under this Agreement or any Ancillary Agreement (other than a Third Party Claim which shall be governed by Section 6.4(b)environmental enforcement actions), within ten Business Days of such determinationor Indemnified Party’s intent to conduct any non-enforcement related Required Remedial Environmental Compliance Activity which would not involve formal proceedings, stating the expected amount of the Indemnifiable Loss claimed, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right indemnity may be sought hereunder. Any failure on the part of indemnification is claimed by such Indemnitee or arises; provided, however, that any Indemnified Party to give the failure to provide such written notice within the ten Business Day period described above in this Section 8.4(a) shall not release relieve the Indemnifying Party from any of its obligations except and solely under this Article 8 only to the extent the that such Indemnifying Party shall have has been materially prejudiced as a result by the lack of such failure timely and adequate notice (except that the Indemnifying Party or Parties shall not be liable for any expenses incurred by the Indemnified Party during the period in which the Indemnitee Indemnified Party failed to give such notice). The Indemnifying Thereafter, the Indemnified Party will have a period of 30 days after receipt of a notice under this Section 6.4(a) within which shall deliver to respond thereto. If the Indemnifying Party, promptly (and in any event within 10 days thereof) after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party fails relating to respond within such periodclaim, the Liability specified in such notice from the Indemnitee shall be conclusively determined to be a Liability of the Indemnifying Party hereunder. If such Indemnifying Party responds within such period and rejects such claim in whole action, suit, proceeding or in part, the disputed matter shall be resolved in accordance with Article VIIIRequired Remedial Environmental Compliance Activity.

Procedures for Indemnification. (a) An If a claim or demand is made against an Indemnitee by any Person who is not a party to this Agreement (and who is not an Affiliate of a party to this Agreement) as to which a party (the “Indemnifying Party”) may be obligated to provide indemnification pursuant to this Agreement (a “Third Party Claim”) in respect of any matter that is subject to indemnification under Section 9.1 or Section 9.2, such Indemnitee shall notify the Indemnifying Party in writing of such Third Party Claim, which notice shall describe in reasonable detail the nature of such Third Party Claim, including the basis of the Indemnitee’s request for indemnification under this Agreement, a reasonable estimate of any Damages suffered or expected to be suffered with respect thereto and any relevant facts and circumstances relating thereto. Such Indemnitee shall provide the Indemnifying Party with notice of such Third Party Claim promptly, but in any event within thirty (30) days after receipt by such Indemnitee of notice of such Third Party Claim (or within such shorter time as may be necessary to give the Indemnifying Party written notice of any matter that an Indemnitee has determined has given or could reasonably be expected a reasonable opportunity to give rise respond to a right of indemnification under this Agreement or any Ancillary Agreement (other than a and defend such Third Party Claim which shall be governed by Section 6.4(bClaim)), within ten Business Days of such determination, stating the expected amount of the Indemnifiable Loss claimed, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to provide give such written notice within notification as provided in this Section 9.3(a) will not affect the ten Business Day period described above shall not release the Indemnifying Party from any of its obligations indemnification provided hereunder except and solely to the extent the Indemnifying Party shall have been materially is harmed or prejudiced as a result of by such failure (except that the Indemnifying Party or Parties shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). The Indemnifying Party will have a period of 30 days after receipt of a notice under this Section 6.4(a) within which to respond thereto. If the Indemnifying Party fails to respond within such periodThereafter, the Liability specified in such notice from the Indemnitee shall be conclusively determined deliver to be a Liability of the Indemnifying Party, promptly after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to such Third Party hereunder. If such Indemnifying Party responds within such period and rejects such claim in whole or in part, the disputed matter shall be resolved in accordance with Article VIIIClaim.

Procedures for Indemnification. (ac) An Other than with respect to Third Party Claims, which shall be governed by Section 7.4(b), and Shared Contingent Liabilities, which shall be governed by Section 6.3, each CSC Indemnitee and CSRA Indemnitee (each, an “Indemnitee”) shall give the Indemnifying Party written notice of notify in writing, with respect to any matter that an such Indemnitee has determined has given or could reasonably be expected to give rise to a right of indemnification under this Agreement or any Ancillary Agreement, the Party which is or may be required pursuant to this Section 7 or pursuant to any Ancillary Agreement to make such indemnification (other than a Third Party Claim which shall be governed by Section 6.4(b)the “Indemnifying Party”), within ten Business Days thirty (30) days of such determination, stating the expected amount of the Indemnifiable Loss claimed, if known, and method of computation thereof, and containing a reference referring to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to provide such written notice within the ten Business Day period described above shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been materially actually prejudiced as a result of such failure (except that failure. Each such Indemnitee shall provide the applicable Indemnifying Party or Parties shall with reasonable access, upon reasonable prior written notice and during normal business hours, in a manner so as not be liable for to unreasonably interfere in any expenses incurred during material respect with the period in which normal business operations of such Indemnitee, to its books and records, properties and personnel relating to the claim the Indemnitee failed has determined has given or could give rise to give such notice). The Indemnifying Party will have a period right of 30 days after receipt of a notice indemnification under this Section 6.4(a) within which to respond thereto. If the Indemnifying Party fails to respond within such period, the Liability specified in such notice from the Indemnitee shall be conclusively determined to be a Liability of the Indemnifying Party hereunder. If such Indemnifying Party responds within such period and rejects such claim in whole Agreement or in part, the disputed matter shall be resolved in accordance with Article VIIIany Ancillary Agreement.

Procedures for Indemnification. (a) An Indemnitee Any Person making a claim for indemnification under this ARTICLE VI is referred to herein as an “Indemnified Party”. The Person from whom indemnification is sought is referred to herein as the “Indemnifying Party”. Promptly after receiving notice of any Proceeding, investigation, demand or other claim against the Indemnified Party by a third party (a “Third-Party Claim”), the Indemnified Party shall give the Indemnifying Party provide written notice of such claim (any matter that such written notice, an Indemnitee has determined has given or could reasonably be expected “Indemnification Notice”) to: (i) the Parent subject to give the indemnification claim, if the Third-Party Claim arises under Section 6.2 and (ii) the Shareholder, if the Third-Party Claim arises under Section 6.3. Each such Indemnification Notice shall describe in reasonable detail the applicable Third-Party Claim, including the facts giving rise to a right of such claim for indemnification under this Agreement hereunder, the amount or any Ancillary Agreement (other than a Third Party Claim which shall be governed by Section 6.4(b)), within ten Business Days of such determination, stating the expected amount of the Indemnifiable Loss claimed, if known, and method of computation thereof, and containing a reference to of the provisions amount of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arisesclaim (if known); provided, however, that the failure to provide such written notice within the ten Business Day period described above so notify an Indemnifying Party shall not release relieve the Indemnifying Party from any of its obligations hereunder except and solely to the extent the Indemnifying Party shall have been materially prejudiced as a result of such failure (except that the Indemnifying Party or Parties shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give is actually prejudiced by such notice)failure. The Indemnifying Indemnified Party will have a period of 30 days after receipt of a notice under this Section 6.4(a) within which to respond thereto. If shall also provide such other information with respect thereto as the Indemnifying Party fails to respond within such period, the Liability specified in such notice from the Indemnitee shall be conclusively determined to be a Liability of the Indemnifying Party hereunder. If such Indemnifying Party responds within such period and rejects such claim in whole or in part, the disputed matter shall be resolved in accordance with Article VIIImay reasonably request.

Procedures for Indemnification. (ai) An Indemnitee shall give (A) In the Indemnifying Party written notice event any claim is made, any suit or action is commenced, or any knowledge is received of any matter that an Indemnitee has determined has given or could reasonably be expected to a state of facts that, if not corrected, would give rise to a right of indemnification under this Agreement or any Ancillary Agreement of a Party hereunder (“Indemnified Party”) by the other than a Third Party Claim which shall be governed by Section 6.4(b)(“Indemnifying Party”), within ten Business Days of such determination, stating the expected amount of the Indemnifiable Loss claimed, if known, and method of computation thereof, and containing a reference Indemnified Party will give written notice to the provisions Indemnifying Party as promptly as practicable, but, in the case of lawsuit, in no event later than the time necessary to enable the Indemnifying Party to file a timely answer to the complaint; provided, that failure to give timely notice shall not relieve the Indemnifying Party of its obligations hereunder except to the extent it is actually prejudiced thereby. Such written notice shall describe such claim in reasonable detail including the sections of this Agreement which form the basis for such claim. The Indemnified Party shall make available to the Indemnifying Party and its counsel and accountants at reasonable times and for reasonable periods, during normal business hours, all books and records of the Indemnified Party relating to any such possible claim for indemnification, and each Party will render to the other such assistance as it may reasonably require of the other (at the expense of the Party requesting assistance) in respect order to insure prompt and adequate defense of which such any suit, claim or proceeding based upon a state of facts that may give rise to a right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to provide such written notice within the ten Business Day period described above shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been materially prejudiced as a result of such failure (except that the Indemnifying Party or Parties shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). The Indemnifying Party will have a period of 30 days after receipt of a notice under this Section 6.4(a) within which to respond thereto. If the Indemnifying Party fails to respond within such period, the Liability specified in such notice from the Indemnitee shall be conclusively determined to be a Liability of the Indemnifying Party hereunder. If such Indemnifying Party responds within such period and rejects such claim in whole or in part, the disputed matter shall be resolved in accordance with Article VIII.