Common use of Procedures Relating to Indemnification Clause in Contracts

Procedures Relating to Indemnification. (a) If a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any Person who is not a party to this Agreement (or an Affiliate thereof) as to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement (a "Third Party Claim"), such Indemnitee will notify the Indemnifying Party in writing, and in reasonable detail, of the Third Party Claim reasonably promptly after becoming aware of such Third Party Claim; provided, however, that failure to give such notification will not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnitee will deliver to the Indemnifying Party, promptly after the Indemnitee's receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee relating to the Third Party Claim.

Procedures Relating to Indemnification. (a) If a claim or demand is made against an IndemniteeIndemnified Party, or an Indemnitee Indemnified Party shall otherwise learn of an assertion, by any Person who is not a party to this Agreement (or an Affiliate thereof) as to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement (a "Third Party Claim"), such Indemnitee Indemnified Party will notify the Indemnifying Party in writing, and in reasonable detail, of the Third Party Claim reasonably promptly after becoming aware of such Third Party Claim; provided, however, that failure to give such notification will not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnitee Indemnified Party will deliver to the Indemnifying Party, promptly after the IndemniteeIndemnified Party's receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee Indemnified Party's relating to the Third Party Claim.

Procedures Relating to Indemnification. (a) If an Indemnified Party shall desire to assert any claim for indemnification provided for under this Article VII in respect of, arising out of or involving a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any Person who is not (other than a party to this Agreement (hereto or an Affiliate thereof) as to which an Indemnifying against the Indemnified Party may be obligated to provide indemnification pursuant to this Agreement (a "Third “Third-Party Claim"”), such Indemnitee will Indemnified Party shall notify the party liable for such indemnification (the “Indemnifying Party Party”) in writing, and in reasonable detaildetail (taking into account the information then available to such Indemnified Party), of the Third Third-Party Claim reasonably promptly after becoming aware receipt by such Indemnified Party of such Third written notice of the Third-Party Claim; provided, however, that failure to give such notification will shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnitee will The Indemnified Party shall deliver to the Indemnifying Party, promptly after the Indemnitee's Indemnified Party’s receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee Indemnified Party relating to the Third Third-Party Claim; provided, however, that the failure to deliver such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure.

Procedures Relating to Indemnification. (a) If In order for an Indemnitee to be entitled to any indemnification provided for under this Separation Agreement in respect of, arising out of or involving a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any Person person who is not an Indemnitee against such Indemnitee (a “Third Party Claim”), such Indemnitee must notify the party to this Agreement (or an Affiliate thereof) as to which an Indemnifying Party who may be become obligated to provide indemnification pursuant to this Agreement hereunder (a "Third Party Claim"), such Indemnitee will notify the “Indemnifying Party Party”) in writing, and in reasonable detail, of the Third Party Claim reasonably promptly promptly, and in any event within 10 Business Days after becoming aware receipt by such Indemnitee of such written notice of the Third Party Claim; provided, however, that failure to give such notification will shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually and materially prejudiced in its ability to successfully defend the matter giving rise to such claim as a result of such failure. ThereafterAfter any required notification (if applicable), the Indemnitee will shall deliver to the Indemnifying Party, promptly after the Indemnitee's ’s receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee relating to the Third Party Claim.

Procedures Relating to Indemnification. (a) If a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any Person who is not a party to this Agreement (or an Affiliate thereof) as to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement (a "Third Party Claim"), such Indemnitee will notify the Indemnifying Party in writing, and in reasonable detail, of the Third Party Claim reasonably promptly (and in any event within 20 business days) after becoming aware of such Third Party Claim; provided, however, that failure to give such notification will not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failurefailure (except that the Indemnifying Party will not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). Thereafter, the Indemnitee will deliver to the Indemnifying Party, promptly after the Indemnitee's receipt thereof, copies of all material notices and documents (including including, without limitation, court papers) received or transmitted by the Indemnitee relating to the Third Party Claim.

Procedures Relating to Indemnification. (a) If a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any Person who is not a party to this Agreement (or an Affiliate thereof) as to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement (a "“Third Party Claim"”), such Indemnitee will notify the Indemnifying Party in writing, and in reasonable detail, of the Third Party Claim reasonably promptly after becoming aware of such Third Party Claim; provided, however, that failure to give such notification will not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnitee will deliver to the Indemnifying Party, promptly after the Indemnitee's ’s receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee relating to the Third Party Claim.

Procedures Relating to Indemnification. An Indemnified Party shall give prompt written notice (aa “Claim Notice”) If a claim to the party or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any Person who is not a party to this Agreement (or an Affiliate thereof) as to which an Indemnifying Party may be parties obligated to provide indemnification (the “Indemnifying Party”) after the Indemnified Party first becomes aware (and in any event within 30 days thereof) of the basis for a claim for indemnification pursuant to this Agreement Article XII (a "including any Third Party Claim") (such claim, an “Indemnification Claim”), and such Indemnitee will notify Claim Notice shall contain (a) a reasonably detailed description and, if reasonably available or determinable, the Indemnifying Loss incurred or reasonably expected to be incurred by the Indemnified Party in writingtogether with such supporting documents reasonably available to such Indemnified Party, (b) a reasonably detailed explanation of the basis for the Indemnification Claim to the extent of the facts then known by the Indemnified Party, and in reasonable detail, of the Third Party Claim reasonably promptly after becoming aware (c) a demand for payment of such Third Party ClaimLoss; provided, however, that failure to give such notification will shall not affect such Indemnified Party’s right to indemnification hereunder and shall not relieve the indemnification provided hereunder Indemnifying Party from any of its obligations under this Article XII except to the extent the Indemnifying Party shall have been is actually prejudiced as a result of by such failure. Thereafter, the Indemnitee will deliver to the Indemnifying Party, promptly after the Indemnitee's receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee relating to the Third Party Claim.

Procedures Relating to Indemnification. (a) If a claim or demand is made against an IndemniteeIndemnified Party, or an Indemnitee Indemnified Party shall otherwise learn of an assertion, by any Person who is not a party to this Agreement (or an Affiliate thereof) as to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement (a "Third Party Claim"), such Indemnitee Indemnified Party will notify the Indemnifying Party in writing, and in reasonable detail, of the Third Party Claim reasonably promptly after becoming aware of such Third Party Claim; providedPROVIDED, howeverHOWEVER, that failure to give such notification will not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnitee Indemnified Party will deliver to the Indemnifying Party, promptly after the IndemniteeIndemnified Party's receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee Indemnified Party relating to the Third Party Claim.

Procedures Relating to Indemnification. (a) If a claim or demand is made against an IndemniteeIndemnified Party, or an Indemnitee Indemnified Party shall otherwise learn of an assertion, by any Person who is not a party to this Agreement (or an Affiliate thereof) as to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement (a "Third Party Claim"), such Indemnitee Indemnified Party will notify the Indemnifying Party in writing, and in reasonable detail, of the Third Party Claim reasonably promptly after becoming aware of such Third Party Claim; provided, however, that failure to give such notification will not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnitee Indemnified Party will deliver to the Indemnifying Party, promptly after the IndemniteeIndemnified Party's receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee Indemnified Party relating to the Third Party Claim.

Procedures Relating to Indemnification. (a) If In order for an indemnified party to be entitled to any indemnification provided for under this Article 11 in respect of, arising out of or involving a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any Person who is not (other than a party to this Agreement (hereto or an Affiliate thereof) as to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement against the indemnified party (a "Third “Third-Party Claim"”), such Indemnitee will indemnified party must notify the Indemnifying Party indemnifying party in writing, and in reasonable detail, of the Third Third-Party Claim as promptly as reasonably promptly practicable after becoming aware receipt by such indemnified party of such Third written notice of the Third-Party Claim; provided, however, that failure to give such notification will shall not affect the indemnification provided hereunder except to the extent that the Indemnifying Party indemnifying party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnitee will The indemnified party shall deliver to the Indemnifying Partyindemnifying party, promptly within ten (10) Business Days after the Indemnitee's indemnified party’s receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee indemnified party relating to the Third Third-Party Claim.

Procedures Relating to Indemnification. (ai) If In order for a party (the "indemnified party") to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any Person who is not a person, firm, governmental authority or corporation against the indemnified party to this Agreement (or an Affiliate thereof) as to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement (a "Third Party Claim"), such Indemnitee will indemnified party must notify the Indemnifying Party indemnifying party in writing, and in reasonable detail, of the Third Party Claim as promptly as reasonably promptly possible after becoming aware receipt by such indemnified party of such notice of the Third Party Claim; provided, however, that failure to give such notification will on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party indemnifying party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnitee will indemnified party shall deliver to the Indemnifying Partyindemnifying party, promptly within five business days after the Indemniteeindemnified party's receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee indemnified party relating to the Third Party Claim. With respect to any Third Party Claim that constitutes a Shared Indemnifiable Item, the recipient of such Third Party Claim shall give the notice contemplated above.

Procedures Relating to Indemnification. (a) If In order for an indemnified party to be entitled to any indemnification provided for under this Article 8 in respect of, arising out of or involving a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any Person who is not a person, firm, governmental authority or corporation against the indemnified party to this Agreement (or an Affiliate thereof) as to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement (a "Third “Third-Party Claim"”), such Indemnitee will indemnified party must notify the Indemnifying Party indemnifying party in writing, and in reasonable detail, of the Third Third-Party Claim as promptly as reasonably promptly possible after becoming aware receipt by such indemnified party of such Third written notice of the Third-Party Claim; provided, however, that failure to give such notification will shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party indemnifying party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnitee will The indemnified party shall deliver to the Indemnifying Partyindemnifying party, promptly within five business days (or sooner, if the nature of the asserted liability so requires) after the Indemnitee's indemnified party’s receipt thereof, copies of all material written notices and documents (including court papers) received or transmitted by the Indemnitee indemnified party relating to the Third Third-Party Claim.

Procedures Relating to Indemnification. (a) If In order for an Indemnitee to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any Person who is not a party to this Agreement (or an Affiliate thereof) as to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement Indemnitee against the Indemnitee (a "Third Party Claim"), such Indemnitee will must notify the Indemnifying Party party who may become obligated to provide indemnification hereunder (the "indemnifying party") in writing, and in reasonable detail, of the Third Party Claim reasonably promptly promptly, and in any event within 20 business days after becoming aware receipt by such Indemnitee of such written notice of the Third Party Claim; provided, however, that failure to give such notification will shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party indemnifying party shall have been actually prejudiced as a result of such failure. Thereafter, failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the Indemnitee will deliver failed to give such notice); and provided further, however, that with respect to any matter for which Newco is the Indemnifying Party, promptly after the Indemnitee's receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee relating to the Third Party Claim.indemnifying

Procedures Relating to Indemnification. (a) If In order for an indemnified party to be entitled to any indemnification provided for under this Article 8 in respect of, arising out of or involving a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any Person who is not a person, firm, governmental authority or corporation against the indemnified party to this Agreement (or an Affiliate thereof) as to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement (a "Third Party Claim"), such Indemnitee will indemnified party must notify the Indemnifying Party indemnifying party in writing, and in reasonable detail, of the Third Party Claim as promptly as reasonably promptly practicable after becoming aware receipt by such indemnified party of such written notice of the Third Party Claim; providedPROVIDED, however, that failure to give such notification will shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party indemnifying party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnitee will The indemnified party shall thereafter deliver to the Indemnifying Partyindemnifying party, promptly within five business days after the Indemniteeindemnified party's receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee indemnified party relating to the Third Party Claim.

Procedures Relating to Indemnification. (a) If a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any Person who is not a party to this Agreement (or an Affiliate thereof) as to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement (a "Third Party Claim"), such Indemnitee will notify the Indemnifying Party in writing, and in reasonable detail, of the Third Party Claim reasonably promptly (and in any event within 20 business days) after becoming aware of such Third Party Claim; provided, however, that failure to give such notification will not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failurefailure (except that the Indemnifying Party will not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). Thereafter, the Indemnitee will deliver to the Indemnifying Party, promptly after the Indemnitee's receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee relating to the Third Party Claim.

Procedures Relating to Indemnification. (a) If In order for an Indemnitee to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any Person who is not a party to this Agreement (or an Affiliate thereof) as to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement Indemnitee against the Indemnitee (a "Third Party Claim"), such Indemnitee will must notify the Indemnifying Party party who may become obligated to provide indemnification hereunder (the "indemnifying party") in writing, and in reasonable detail, of the Third Party Claim reasonably promptly promptly, and in any event within 20 days after becoming aware receipt by such Indemnitee of such written notice of the Third Party Claim; provided, however, that failure to give such notification will shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party indemnifying party shall have been actually prejudiced as a result of such failurefailure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). ThereafterAfter any required notification (if applicable), the Indemnitee will shall deliver to the Indemnifying Partyindemnifying party, promptly after the Indemnitee's receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee relating to the Third Party Claim.

Procedures Relating to Indemnification. (a) If In order for an indemnified party to be entitled to any indemnification provided for under this ‎Article 10 in respect of, arising out of or involving a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any Person who is not (other than a party to this Agreement (Party or an Affiliate thereof) as to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement against the indemnified party (a "Third “Third-Party Claim"”), such Indemnitee will indemnified party must notify the Indemnifying Party indemnifying party in writing, and in reasonable detail, of the Third Third-Party Claim as promptly as reasonably promptly practicable after becoming aware receipt by such indemnified party of such Third written notice of the Third-Party Claim; provided, however, except that failure to give such notification will not affect the indemnification provided hereunder under this Agreement except to the extent the Indemnifying Party shall have been indemnifying party is actually prejudiced as a result of such failure. Thereafter, the Indemnitee The indemnified party will deliver to the Indemnifying Partyindemnifying party, promptly within five Business Days after the Indemnitee's indemnified party’s receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee indemnified party relating to the Third Third-Party Claim.

Procedures Relating to Indemnification. (a) If In the event of a claim Claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any non-Affiliated Person who is not against a party to this Agreement (or an Affiliate thereof) as to which an Indemnifying Parent Indemnified Party may be obligated to provide indemnification pursuant to this Agreement (a "Third “Third-Party Claim"”), such Indemnitee will Parent Indemnified Party shall notify the Representative (on behalf of the Stockholders, Vested Optionholders and Warrant Holders (the “Indemnifying Securityholders”)) in writing of the Third-Party in writing, Claim promptly (and in reasonable detail, no event later than ten (10) Business Days) following receipt by such Parent Indemnified Party of notice of the Third Party Claim reasonably promptly after becoming aware of such Third Third-Party Claim; provided, however, that failure to give such notification will on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party Securityholders shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnitee will Parent Indemnified Party shall deliver to the Indemnifying Party, Representative promptly after the Indemnitee's Parent Indemnified Party’s receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee Parent Indemnified Party relating to the Third Third-Party Claim.

Procedures Relating to Indemnification. (a) If a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any Person who is not a party to this Agreement (or an Affiliate thereof) as to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement (a "Third Party Claim"), such Indemnitee will notify the Indemnifying Party in writing, and in reasonable detail, of the Third Party Claim reasonably promptly after becoming aware of such Third Party Claim; provided, however, that failure to give such notification will not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnitee will deliver to the Indemnifying Party, promptly after the 70 75 Indemnitee's receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee relating to the Third Party Claim.

Procedures Relating to Indemnification. (a) If In order for a Buyer Indemnitee (such Buyer Indemnitee, the “Claiming Party”) to be entitled to indemnification under this Agreement in respect of a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any Person who is not a party to this Agreement (or an Affiliate thereof) as to which an Indemnifying against the Claiming Party may be obligated to provide indemnification pursuant to this Agreement (a "“Third Party Claim"”), such Indemnitee will Claiming Party shall promptly notify the Indemnifying Party Sellers (the “Defending Party”) in writing, and in reasonable detail, writing of the Third Party Claim reasonably promptly after becoming aware receipt by such Claiming Party of such notice of the Third Party Claim; provided, however, provided that failure to give such notification will on a timely basis shall not affect the indemnification obligations of the Sellers provided hereunder except to the extent the Indemnifying Defending Party shall have been actually and materially prejudiced as a result of such failure. Thereafter, the Indemnitee will Claiming Party shall promptly deliver to the Indemnifying Party, promptly Defending Party after the Indemnitee's Claiming Party’s receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee relating to Claiming Party from the Person making the Third Party Claim.

Procedures Relating to Indemnification. (a) If In order for a Buyer Indemnified Party or Seller Indemnified Party, as applicable (the “Claiming Party”) to be entitled to indemnification under this Agreement in respect of a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any Person who is not (other than a party to this Agreement (hereto or an Affiliate thereofany of its Affiliates) as to which an Indemnifying against the Claiming Party may be obligated to provide indemnification pursuant to this Agreement (a "“Third Party Claim"”), such Indemnitee will Claiming Party shall promptly notify the Indemnifying Party other party (the “Defending Party”) in writing, and in reasonable detail, writing of the Third Party Claim reasonably promptly after becoming aware receipt by such Claiming Party of such notice of the Third Party Claim; provided, however, provided that failure to give such notification will on a timely basis shall not affect the indemnification obligations of the Defending Party provided hereunder except to the extent the Indemnifying Defending Party shall have been actually and materially prejudiced as a result of such failure. Thereafter, the Indemnitee will Claiming Party shall promptly deliver to the Indemnifying Party, promptly Defending Party after the Indemnitee's Claiming Party’s receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee relating to Claiming Party from the Person making the Third Party Claim.

Procedures Relating to Indemnification. (a) If Except as otherwise provided in Article IX, in order for a Person (the "Indemnified Party") to be entitled to any indemnification provided for under this Agreement in respect of a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any non‑Affiliated Person who is not a party to this Agreement (or an Affiliate thereof) as to which an Indemnifying against the Indemnified Party may be obligated to provide indemnification pursuant to this Agreement (a "Third Party Claim"), such Indemnitee will Indemnified Party must promptly notify the indemnifying party (the "Indemnifying Party Party") in writing, and in reasonable detaildetail (including a description of the claim, the amount thereof (if known and quantifiable) and the basis thereof and the provisions of this Agreement upon which such claim for indemnification is made), of the Third Party Claim reasonably promptly after becoming aware of such Third Party Claim; provided, however, that failure to give such notification will promptly shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced forfeits rights or defenses as a result of such failure. Thereafter, the Indemnitee will Indemnified Party shall promptly deliver to the such Indemnifying Party, promptly after the Indemnitee's receipt thereof, Party copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee Indemnified Party relating to the Third Party Claim.

Procedures Relating to Indemnification. (a) If In order for an indemnified party to be entitled to any indemnification provided for under this Article 9 in respect of, arising out of or involving a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any Person who is not a Person, Governmental Authority or corporation against the indemnified party to this Agreement (or an Affiliate thereof) as to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement (a "Third “Third-Party Claim"”), such Indemnitee will indemnified party shall notify the Indemnifying Party indemnifying party in writing, and in reasonable detaildetail to the extent known, of the Third Third-Party Claim reasonably promptly after becoming aware receipt by such indemnified party of such Third notice of the Third-Party Claim; provided, however, that failure to give such notification will shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party indemnifying party shall have been actually materially prejudiced as a result of such failure. Thereafter, the Indemnitee will The indemnified party shall deliver to the Indemnifying Partyindemnifying party, promptly within 15 Business Days after the Indemnitee's indemnified party’s receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee indemnified party relating to the Third Third-Party Claim.

Procedures Relating to Indemnification. (ai) If In order for an indemnified party to be entitled to any indemnification provided for under this Article 11 in respect of, arising out of or involving a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any Person who is not (other than a party to this Agreement (Party or an Affiliate thereof) as to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement against the indemnified party (a "Third “Third-Party Claim"”), such Indemnitee will indemnified party must notify the Indemnifying Party indemnifying party in writing, and in reasonable detail, of the Third Third-Party Claim as promptly as reasonably promptly practicable after becoming aware receipt by such indemnified party of such Third written notice of the Third-Party Claim; provided, however, except that failure to give such notification will not affect the indemnification provided hereunder under this Agreement except to the extent the Indemnifying Party shall indemnifying party will have been actually prejudiced as a result of such failure. Thereafter, the Indemnitee The indemnified party will deliver to the Indemnifying Partyindemnifying party, promptly within ten Business Days after the Indemnitee's indemnified party’s receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee indemnified party relating to the Third Third-Party Claim.

Procedures Relating to Indemnification. (a) If In order for a party (the "Indemnified Party") to be entitled to any indemnification provided for under this Agreement in respect of a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any Person who is not a party to this Agreement (or an Affiliate thereof) as to which an Indemnifying against the Indemnified Party may be obligated to provide indemnification pursuant to this Agreement (a "Third Third-Party Claim"), such Indemnitee will Indemnified Party must notify the indemnifying party (the "Indemnifying Party") and the Representative (if the Indemnifying Party is a Seller) in writing, and in reasonable detail, of the Third Third-Party Claim as promptly as reasonably promptly possible after becoming aware receipt by such Indemnified Party of such Third notice of the Third-Party Claim; provided, however, provided that failure to give such notification on a timely basis will not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall will have been actually prejudiced as a result of such failure. Thereafter, the Indemnitee Indemnified Party will promptly deliver to the Indemnifying Party, promptly after the Indemnitee's receipt thereof, Party copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee Indemnified Party relating to the Third Third-Party Claim.

Procedures Relating to Indemnification. (a) If a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any A Person who is not a party entitled to this Agreement (or an Affiliate thereof) as to which an Indemnifying Party may be obligated to provide seek indemnification pursuant to this Agreement Sections 9.2(i) and 9.3(i) (an "Indemnified Party") shall give prompt written notice (an "Indemnification Notice") to the party or parties from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any claim or assessment, or the commencement of any action, suit, audit, inspection or proceeding, by a third party in respect of which indemnity may be sought hereunder (a "Third Party Claim"), such Indemnitee will notify ) or the Indemnified Party's belief that it is entitled to indemnification pursuant to this ARTICLE IX and shall give the Indemnifying Party in writing, and in reasonable detail, a description of the Third claim, the amount thereof (if known and quantifiable) and the basis thereof and such other information with respect thereto as the Indemnifying Party Claim may reasonably promptly after becoming aware of such Third Party Claim; providedrequest, however, that but no failure to give such notification will not affect notice shall relieve the indemnification provided Indemnifying Party of any liability hereunder (except to the extent such failure shall have caused the damages for which the Indemnifying Party shall is obligated to be greater than such damages would have been actually prejudiced as a result of such failure. Thereafter, had the Indemnitee will deliver to Indemnified Party given the Indemnifying Party, promptly after the Indemnitee's receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee relating to the Third Party Claimprompt notice hereunder).

Procedures Relating to Indemnification. (a) If In order for a party (the "indemnified party") to be entitled to any indemnification provided for under this Agreement with respect to a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any Person who is not a third party to this Agreement (or an Affiliate thereof) as to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement against the indemnified party (a "Third Party Claim"), ) such Indemnitee will indemnified party must notify the Indemnifying Party party from whom indemnification is sought (the "indemnifying party") in writing, and in reasonable detail, of the Third Party Claim as promptly as reasonably promptly possible after becoming aware receipt by the indemnified party of such written notice of the Third Party Claim; provided, however, that failure to give such notification will not affect the indemnification provided hereunder under this Agreement except to the extent the Indemnifying Party shall have indemnifying party has been actually prejudiced as a result of such failurethe failure to provide prompt and reasonably detailed written notice. Thereafter, the Indemnitee will indemnified party shall deliver to the Indemnifying Partyindemnifying party, promptly within five business days after the Indemniteeindemnified party's receipt thereofof notice, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee indemnified party relating to the Third Party Claim.

Procedures Relating to Indemnification. (a) If In order for a Person (the "INDEMNITEE") to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any Person who is not a party to this Agreement (or an Affiliate thereof) as to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement against the Indemnitee (a "Third Party ClaimTHIRD PARTY CLAIM"), such Indemnitee will must notify the Indemnifying Party Buyer in writingwriting (the "INDEMNIFICATION NOTICE"), and in reasonable detail, of the Third Party Claim as promptly as reasonably promptly possible after becoming aware receipt by such Indemnitee of such notice of the Third Party Claim; providedPROVIDED, howeverHOWEVER, that failure to give such notification will on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party Buyer shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnitee will shall deliver to the Indemnifying PartyBuyer, promptly within five business days after the Indemnitee's receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee relating to the Third Party Claim.

Procedures Relating to Indemnification. (a) If In order for an indemnified party to be entitled to any indemnification provided for under this Article 8 in respect of, arising out of or involving a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any Person who is not a person, firm, governmental authority or corporation against the indemnified party to this Agreement (or an Affiliate thereof) as to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement (a "Third Third-Party Claim"), such Indemnitee will indemnified party must notify the Indemnifying Party indemnifying party in writing, and in reasonable detail, of the Third Third-Party Claim as promptly as reasonably promptly possible after becoming aware receipt by such indemnified party of such Third written notice of the Third-Party Claim; provided, however, that failure to give such notification will shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party indemnifying party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnitee will The indemnified party shall deliver to the Indemnifying Partyindemnifying party, promptly within five business days after the Indemniteeindemnified party's receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee indemnified party relating to the Third Third-Party Claim.

Procedures Relating to Indemnification. (a) If In order for an indemnified party to be entitled to any indemnification provided for under this Article VIII in respect of, arising out of or involving a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any Person who is not a Person, firm, governmental authority or corporation against the indemnified party to this Agreement (or an Affiliate thereof) as to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement (a "Third Party THIRD-PARTY Claim"), such Indemnitee will indemnified party must notify the Indemnifying Party indemnifying party in writing, and in reasonable detail, of the Third Third-Party Claim as promptly as reasonably promptly possible after becoming aware receipt by such indemnified party of such Third written notice of the Third-Party Claim; provided, however, that failure to give such notification will shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party indemnifying party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnitee will The indemnified party shall promptly deliver to the Indemnifying Partyindemnifying party, promptly after the Indemniteeindemnified party's receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee indemnified party relating to the Third Third-Party Claim.