Common use of Third-Party Claim Indemnification Procedures Clause in Contracts

Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which an indemnifying party (an “Indemnifying Party”) may have liability to any Indemnified Party hereunder, other than those relating to Taxes (which are the exclusive subject of Article X), is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third-Party Claim”), such Indemnified Party shall promptly, but in no event more than ten (10) days following such Indemnified Party’s receipt of a Third-Party Claim, notify the Indemnifying Party in writing of such Third-Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”); provided, however, that the failure timely to give a Claim Notice shall affect the rights of an Indemnified Party hereunder only to the extent that such failure has a material prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect to such Third-Party Claim. The Indemnifying Party shall have thirty (30) days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to assume the defense of the Indemnified Party against such Third-Party Claim.

Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which an indemnifying party (an “Indemnifying Party”) may have liability to any Indemnified Party hereunder, other than those relating to Taxes (which are the exclusive subject of Article X), hereunder is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third-Third Party Claim”), such Indemnified Party shall promptly, but in no event more than ten (10) thirty days following such Indemnified Party’s receipt of a Third-Third Party Claim, notify the Indemnifying Party in writing of such Third-Third Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Third Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”); provided, however, that the failure timely to give a Claim Notice shall not affect the rights of an Indemnified Party hereunder only except to the extent that such failure has a material prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect to such Third-Third Party Claim. The Indemnifying Party shall have thirty (30) 15 days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to assume the defense of defend the Indemnified Party against such Third-Third Party Claim; provided, however, that the Indemnifying Party shall not be entitled to assume or maintain control of the defense of any Third Party Claim and shall pay the fees and expenses of counsel retained by the Indemnified Party if (i) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Third Party Claim seeks injunctive or equitable relief against the Indemnified Party, (iii) the Indemnifying Party has failed to defend or is failing to defend in good faith the Third Party Claim, (iv) the Indemnifying Party and the Indemnified Party are both named parties to the proceedings and the Indemnified Party shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or (v) in the case of a Buyer Indemnified Party, it is reasonably likely that the Losses arising from such Third Party Claim will exceed the amount such Buyer Indemnified Party will be entitled to recover as a result of the limitations set forth in Section 7.2(b); provided, further, that prior to assuming control of such defense, the Indemnifying Party must acknowledge that it would have an indemnity obligation for any Losses resulting from such Third Party Claim.

Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which an indemnifying party (an “Indemnifying Party”) may have liability to any indemnified party (an “Indemnified Party hereunder, other than those relating to Taxes (which are the exclusive subject of Article X), Party”) hereunder is asserted against or sought to be collected from any Indemnified Party by a third party Person (a “Third-Third Party Claim”), such Indemnified Party shall promptly, but in no event more than ten (10) 30 days following such Indemnified Party’s receipt of a Third-Third Party Claim, notify the Indemnifying Party Party, as applicable, in writing of such Third-Third Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto Claim (a “Claim Notice”); provided, however, that the failure to timely to give a Claim Notice shall affect the rights of an Indemnified Party hereunder only to the extent that if such failure has a material prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect to such Third-Third Party Claim. Notice under this Section 4.3 shall be provided in accordance with Section 6.5. The Indemnifying Party shall have thirty (30) 20 days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party Party, as applicable, that it desires to assume the defense of defend the Indemnified Party against such Third-Third Party Claim. For the avoidance of doubt, knowledge of a Third Party Claim by a Person who is an officer or director of both Capital Southwest and CSWI shall not constitute notice for purposes of this Section 4.3.

Third-Party Claim Indemnification Procedures. (a) In Except as provided in Section 8.2 with respect to Tax Contest Claims, in the event that any written claim or demand for which an indemnifying party (an “Indemnifying Party”) may have liability to any Indemnified Party hereunder, other than those relating to Taxes (which are the exclusive subject of Article X), hereunder is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third-Third Party Claim”), such Indemnified Party shall promptly, but in no event more than ten (10) days following such Indemnified Party’s receipt of a Third-Third Party Claim, notify the Indemnifying Party in writing of such Third-Third Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Third Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”); provided, however, that the failure timely to give a Claim Notice shall affect the rights of an Indemnified Party hereunder only to the extent that such failure has a material prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect to such Third-Third Party Claim. The Indemnifying Party shall have thirty (30) 90 days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to assume the defense of defend the Indemnified Party against such Third-Third Party Claim.

Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which an indemnifying party (an “Indemnifying Party”) may have liability to any Indemnified Party hereunder, other than those relating to Taxes (which are the exclusive subject of Article X), hereunder is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third-Third Party Claim”), such Indemnified Party shall promptly, but in no event more than ten (10) days following such Indemnified Party’s receipt of a Third-Third Party Claim, notify the Indemnifying Party in writing of such Third-Third Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Third Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”); provided, however, that the failure timely to give a Claim Notice shall affect the rights of an Indemnified Party hereunder only to the extent that such failure has a material prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect to such Third-Party Claim. The Indemnifying Party shall have thirty (30) calendar days (or such lesser number of days set forth in the Claim Notice as may be required by a court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to assume the defense of defend the Indemnified Party against such Third-Third Party Claim.

Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which an indemnifying party (an “Indemnifying Party”) may have liability to any Indemnified Party hereunder, other than those relating to Taxes (which are the exclusive subject of Article X), hereunder is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third-Party Claim”), such Indemnified Party shall promptly, but in no event more than ten (10) thirty days following such Indemnified Party’s receipt of a Third-Party Claim, notify the Indemnifying Party in writing of such Third-Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”); provided, however, that the failure timely to give a timely Claim Notice shall affect the rights of an Indemnified Party hereunder only to the extent that such failure has a material prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect to such Third-Party Claim. The Indemnifying Party shall have thirty (30) 30 days (or such lesser less number of days set forth in the Claim Notice as may be required by court proceeding Legal Proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to assume the defense of defend the Indemnified Party against such Third-Party Claim.

Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which an indemnifying party (an “Indemnifying Party”) may have liability to any Indemnified Party hereunder, other than those relating to Taxes (which are the exclusive subject of Article X), Section 5.15) is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third-Third Party Claim”), such Indemnified Party shall promptly, but in no event more than ten (10) days following such Indemnified Party’s receipt of a Third-Party Claim, promptly notify the Indemnifying Party in writing of such Third-Third Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Third Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”); provided, however, that the failure timely to give a Claim Notice shall affect the rights of an Indemnified Party hereunder only to the extent that such failure has a material prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect to such Third-Third Party Claim. The Indemnifying Party shall have thirty (30) 30 days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to assume the defense of defend the Indemnified Party against such Third-Third Party Claim with counsel approved by the Indemnified Party (which approval may not be unreasonably withheld, delayed or conditioned); it being understood that by assuming the defense of a Third Party Claim the Indemnifying Party shall conclusively acknowledge its obligation to indemnify the Indemnified Party with respect to all matters in such Third Party Claim, other than to the extent of any Losses caused by the bad faith act, willful misconduct, gross negligence or violation of the terms of this Agreement by the Indemnified Party.

Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which an indemnifying party (an “Indemnifying Party”) Party may have liability to any Indemnified Party hereunder, other than those relating to Taxes (which are the exclusive subject of Article X), hereunder is asserted against or sought to be collected from any Indemnified Party by a third party (other than those relating to Taxes, which are the subject of Section 6.8) (a “Third-Party Claim”), ) such Indemnified Party shall promptly, but in no event more than ten (10) days following such Indemnified Party’s receipt of a Third-Party Claim, notify the party or parties from whom indemnification is sought (collectively, the “Indemnifying Party Party”) in writing of such Third-Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”); provided. However, however, that the failure timely to give a Claim Notice shall prompt notice will not affect the rights or obligations of an Indemnified the Indemnifying Party hereunder except and only to the extent that that, as a result of such failure has a material prejudicial effect on the defenses or other rights available to failure, the Indemnifying Party with respect to such Third-Party Claimwas prejudiced. The Indemnifying Party shall have thirty (30) 15 days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding proceedings in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to assume the defense of defend the Indemnified Party against such Third-Party Claim. For purposes of this Article IX, any existing or future claims related to the Retained Liabilities or the Company-Related Indemnity Matters shall be subject to the same procedures as Third-Party Claims.

Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which an indemnifying party Seller (an the “Indemnifying Party”) may have liability to any Indemnified Party hereunder, other than those relating to Taxes (which are the exclusive subject of Article X), hereunder is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third-Third Party Claim”), such Indemnified Party shall promptly, but in no event more than ten (10) days following such Indemnified Party’s receipt of a Third-Third Party Claim, notify the Indemnifying Party in writing of such Third-Third Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Third Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”); provided, however, that the failure timely to give a Claim Notice shall affect the rights of an Indemnified Party hereunder only to the extent that such failure has a material prejudicial effect an adverse impact on the defenses or other rights or remedies available to the Indemnifying Party with respect to such Third-Third Party Claim. The Indemnifying Party shall have thirty fifteen (3015) days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to assume the defense of defend the Indemnified Party against such Third-Third Party Claim.

Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which an indemnifying either party may have liability (such Person, an “Indemnifying PartyPerson”) may have liability to any Seller Indemnified Party hereunderPerson or Purchaser Indemnified Person, other than those relating to Taxes as applicable (which are the exclusive subject of Article Xsuch Person, an “Indemnified Person”), hereunder is asserted against or sought to be collected from any Indemnified Party Person by a third party (a “Third-Party Claim”), such Indemnified Party Person shall promptly, but in no event more than ten (10) days following such Indemnified PartyPerson’s receipt of a Third-Party Claim, notify the Indemnifying Party Person in writing of such Third-Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”); provided, however, that the failure timely to give a Claim Notice shall affect the rights of an Indemnified Party Person hereunder only to the extent that such failure has a material prejudicial effect on the defenses or other rights available to the Indemnifying Party Person with respect to such Third-Party Claim. The Indemnifying Party Person shall have thirty (30) 20 days (or such lesser number of days set forth in the Claim Notice as may be required by any court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party Person that it desires to assume the defense of defend the Indemnified Party Person against such Third-Party Claim.

Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which an indemnifying a party (in such capacity, an “Indemnifying PartyPerson”) may have liability to any Indemnified Party Person hereunder, other than those relating to Taxes (which are the exclusive subject of Article XSection 6.9), is asserted against or sought to be collected from any Indemnified Party Person by a third party (a “Third-Party Claim”), such Indemnified Party Person shall promptly, promptly (but in no any event more than within ten (10) days days) following such Indemnified PartyPerson’s receipt of a Third-Party Claim, notify the Indemnifying Party Person in writing of such Third-Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Party Claim)ascertainable, any other remedy sought thereunder, any relevant time constraints relating thereto andthereto, and a reasonably detailed explanation of the events giving rise to the extent practicable, such Third-Party Claim and any other material details pertaining thereto (a “Claim Notice”); provided, however, that the failure to timely to give a Claim Notice shall affect not relieve the rights Indemnifying Person of an Indemnified Party hereunder only its obligations hereunder, except to the extent that the Indemnifying Person shall have been actually and materially prejudiced by such failure has a material prejudicial effect on or as provided in Section 8.1. Thereafter, the defenses or other rights available Indemnified Person shall deliver to the Indemnifying Party with respect to such Third-Party Claim. The Indemnifying Party shall have thirty (30) days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify Person, promptly following the Indemnified Party that it desires to assume the defense Person’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party against such Person relating to the Third-Party Claim.

Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which an indemnifying party (an “"Indemnifying Party”") may have liability to any Indemnified Party hereunder, other than those relating to Taxes (which are the exclusive subject of Article XSection 5.4(g)), is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third-"Third Party Claim”"), such Indemnified Party shall promptly, but in no event more than ten (10) days following such Indemnified Party’s 's receipt of a Third-Third Party Claim, notify the Indemnifying Party in writing of such Third-Third Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Third Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “"Claim Notice”"); provided, however, that the failure timely to give a Claim Notice shall affect the rights of an Indemnified Party hereunder only to the extent that such failure has a material prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect to such Third-Third Party Claim. The Indemnifying Party shall have thirty (30) 30 days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “"Notice Period”") to notify the Indemnified Party that it desires to assume the defense of defend the Indemnified Party against such Third-Third Party Claim unless the Indemnified Party has notified the Indemnifying Party in the Claim Notice that it has determined in good faith that there is a reasonable probability that such Third Party Claim may adversely affect it or its Affiliates other than as a result of monetary damages; it being understood that by assuming the defense of a Third Party Claim the Indemnifying Party shall conclusively acknowledge that it has an indemnity obligation with respect to such Third Party Claim.

Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which an indemnifying party (an “Indemnifying Party”) may have liability to any party seeking indemnification pursuant to this Article X (an “Indemnified Party hereunderParty”), other than those relating to Taxes (which are the exclusive subject of Article XSection 7.14(c)), is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third-Party Claim”), such Indemnified Party shall promptly, but in no event more than ten (10) days following such Indemnified Party’s receipt of a Third-Party Claim, notify the applicable Indemnifying Party (it being understood that all notices to be provided to the Holders as an Indemnifying Party shall be provided to the Holders’ Representative) in writing of such Third-Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”); provided, however, that the failure to timely to give a Claim Notice shall affect the rights of an Indemnified Party hereunder only to the extent that such failure has a material prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect to such Third-Party Claim. Notwithstanding anything to the contrary contained herein, if more than one of the Holders are Indemnified Parties or Indemnifying Parties, then the terms “Indemnified Party” and “Indemnifying Party” (to the extent referenced in this Agreement in respect of actions required to be taken, or notices required to be given, to or by such Indemnified Parties or Indemnifying Parties, but not in respect of indemnification obligations of such Indemnifying Parties or the right to indemnification of such Indemnified Parties) shall mean the Holders’ Representative acting on behalf of such Holders, and each such Holder shall be responsible for communicating on a timely basis with the Holders’ Representative in connection therewith. The Indemnifying Party shall have thirty (30) days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to assume the defense of defend the Indemnified Party against such Third-Party Claim. The Indemnifying Party will keep the Indemnified Party reasonably advised of the status of such Third-Party Claim and the defense thereof.

Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which an indemnifying party (an “Indemnifying Party”) may have liability to any Indemnified Party hereunder, other than those relating to Taxes (which are the exclusive subject of Article XSection 6.8), is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third-Party Claim”), such Indemnified Party shall promptly, but in no event more than ten fifteen (1015) days following such Indemnified Party’s receipt of a Third-Party Claim, notify the Indemnifying Party in writing of such Third-Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”); provided, however, that the failure timely to give a Claim Notice shall affect the rights of an Indemnified Party hereunder only to the extent that such failure has a material prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect to such Third-Party Claim. The Indemnifying Party shall have thirty as promptly as practicable (30and in any event within fifteen (15) days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter)) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to assume the defense of the Indemnified Party against such Third-Party Claim.

Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which an indemnifying party (an “Indemnifying Party”) may have liability to any Indemnified Party hereunder, other than those relating to Taxes (which are the exclusive subject of Article X), hereunder is asserted against or sought to be collected from any Indemnified Party by a third party (other than a claim by a Taxing authority for Taxes) (a “Third-Party Claim”), such Indemnified Party shall promptly, but in no event more than ten thirty (1030) days following such Indemnified Party’s receipt of a Third-Party Claim, notify the Indemnifying Party in writing of such Third-Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”); provided, however, that the failure timely to give a Claim Notice shall affect the rights of an Indemnified Party hereunder only to the extent that such failure has a material prejudicial an adverse effect on the resolution of the Third-Party Claim or on the defenses or other rights available to the Indemnifying Party with respect to such Third-Party Claim. The Indemnifying Party shall have thirty (30) days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to assume the defense of defend the Indemnified Party against such Third-Party Claim.

Third-Party Claim Indemnification Procedures. With respect to third party claims, all claims for indemnification by any Person that may be entitled to indemnification hereunder (aan "Indemnified Party") shall be asserted and resolved as set forth in this Section 7.4. In the event that any written claim or demand for which a Party may be required to pay an indemnifying party indemnity hereunder (such Party, an “"Indemnifying Party”") may have liability to any Indemnified Party hereunder, other than those relating to Taxes (which are the exclusive subject of Article X), is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third-Party Claim”)party, such Indemnified Party shall promptly, but in no event more than ten (10) days 20 Business Days following such Indemnified Party’s 's receipt of a Third-Party Claimsuch claim or demand or knowledge thereof, notify the Indemnifying Party in writing of such Third-Party Claim, claim or demand and the amount or the estimated amount of damages sought thereunder thereof to the extent then ascertainable feasible (which estimate shall not be conclusive of the final amount of such Third-Party Claimclaim and demand) (the "Claim Notice"), but failure to give such notice timely shall not relieve the Indemnifying Party of any other remedy sought thereunder, any relevant time constraints relating thereto and, liabilities hereunder unless and to the extent practicablethe Indemnifying Party has suffered prejudice by such failure. The Indemnifying Party shall have 30 Business Days from its receipt of the Claim Notice (the "Notice Period") to notify the Indemnified Party (a) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand and (b) whether or not it will defend the Indemnified Party against such claim or demand. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, any other material details pertaining thereto (a “Claim Notice”)and shall be paid by, the Indemnifying Party; provided, however, that the failure timely to give amount of such costs and expenses that shall be a Claim Notice shall affect the rights liability of an Indemnified Party hereunder only to the extent that such failure has a material prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect hereunder shall be subject to the limitations set forth in this Article VII. Except as hereinafter provided, in the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it will defend the Indemnified Party against such Third-Party Claim. The claim or demand, the Indemnifying Party shall have thirty (30) days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) right to notify defend the Indemnified Party that it desires by appropriate proceedings and shall have the power to direct and control such defense, through counsel reasonably acceptable to the Indemnified Party; provided, however, the Indemnifying Party shall possess such right to assume the defense of the Indemnified Party against such Third-Party ClaimClaim to the extent that the demand for money damages is less than the remaining limitations set forth in Section 7.8. If any Indemnified Party or Indemnifying Party, as the case may be, desires to participate in any such defense it may do so, provided that it shall comply with reasonable instructions from the Indemnifying Party or the Indemnified Party, as the case may be, and at its sole cost and expense. The Indemnifying Party, if it has assumed the defense of any third party claim as provided in this Agreement, shall not consent or otherwise agree to a compromise or settlement of, or the entry of any judgment arising from, any such third party claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. Any compromise or settlement shall provide for a complete written release by such third party of the Indemnified Party. The Indemnified Party shall have the sole and exclusive right to settle any third party claim, on such terms and conditions as it deems reasonably appropriate, to the extent such third party claim involves equitable or other non-monetary relief against the Indemnified Party, and shall have the right to settle any third party claim involving money damages for which the Indemnifying Party has not assumed the defense pursuant to this Section 7.4 with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. To the extent the Indemnifying Party shall direct, control or participate in the defense or settlement of any third party claim or demand, the Indemnified Party will give the Indemnifying Party and its counsel access to, during normal business hours, the relevant business records and other documents, and shall permit them to consult with the employees and counsel of the Indemnified Party. Regardless of which Person assumes control of the defense of any claim, each Party shall cooperate and provide the other Party reasonable assistance in the defense thereof, including, but not limited to, by providing the other party with reasonable access to employees and officers (including as witnesses) and other information.

Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which an indemnifying party (an “Indemnifying Party”) may have liability to any Party entitled to indemnification under Section 8.2 or Section 8.3 (an “Indemnified Party hereunder, other than those relating to Taxes (which are the exclusive subject of Article X), Party”) is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third-Third Party Claim”), such Indemnified Party shall promptly, but in no event more than ten (10) days following such Indemnified Party’s receipt of a Third-Third Party Claim, notify the Indemnifying Party in writing of such Third-Third Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Third Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”); provided, however, that the failure timely to give a Claim Notice shall affect the rights of an Indemnified Party hereunder under this Agreement only to the extent that such failure has a material prejudicial effect on the amount of Losses or on the defenses or other rights available to the Indemnifying Party with respect to such Third-Third Party Claim. The Indemnifying Party shall have thirty (30) days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to assume the defense of defend the Indemnified Party against such Third-Third Party Claim.

Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which an indemnifying party (an “Indemnifying Party”) may Party could reasonably be expected to have liability to any Indemnified Party hereunder, other than those relating to Taxes (which are the exclusive subject of Article X), hereunder is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third-Party Claim”), such Indemnified Party shall promptly, but in promptly (and shall use reasonable efforts to do so no event more later than ten twenty (1020) days following such the Indemnified Party’s receipt discovery of the assertion of such a Third-Party Claim, claim) notify the Indemnifying Party in writing of such Third-Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then reasonably ascertainable (which estimate shall not be conclusive and a reasonably detailed explanation of the final amount of events giving rise to such Third-Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, Claim (to the extent practicable, any other material details pertaining thereto then reasonably ascertainable) (a “Claim Notice”); provided, however, provided that the failure to timely to give a Claim Notice shall affect not relieve the rights Indemnifying Party of an Indemnified Party hereunder only its obligations hereunder, except to the extent that such failure has a material prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect to such Third-Party Claim. The Indemnifying Party shall have thirty (30) days (or been actually and materially prejudiced by such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event failure. Promptly following delivery of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify Notice, the Indemnified Party shall deliver to the Indemnifying Party, promptly following the Indemnified Party’s receipt thereof, copies of all material documents (including court papers) that it desires have been received prior to assume the defense of such time by the Indemnified Party against such relating to the Third-Party Claim.

Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which an indemnifying party (an “Indemnifying Party”) may have liability to any Indemnified Party hereunder, other than those relating to Taxes (which are the exclusive subject of Article X), hereunder is asserted against or threatened against, or sought to be collected from from, any Indemnified Party by a third party (a “Third-Third Party Claim”), such Indemnified Party shall promptly, but in no event more than ten (10) days following such Indemnified Party’s receipt of a Third-Third Party Claim, notify provide written notice to the Indemnifying Party in writing of such Third-Third Party Claim, which notice shall specify, in good faith, on a non-binding basis, (i) the provisions under this Agreement on which such claim by the Indemnified Party is based, (ii) the amount or the estimated amount of damages sought thereunder (to the extent then ascertainable (which estimate shall not be conclusive of the final amount of in good faith) in connection with such Third-Third Party Claim), (iii) any other remedy sought thereundersought, in connection with such Third Party Claim, and (iv) such other information as is believed in good faith to be necessary to enable the Indemnifying Party to assess the merits of the claim, to act to preserve evidence and to make such provision as the Indemnifying Party may consider necessary (including details of the legal and factual basis of the claim, the evidence on which the Indemnified Party relies, any relevant time constraints relating thereto and, to the extent practicable, such claim and any other material details pertaining thereto to such claim) (a “Claim Notice”); provided, however, that the failure timely to give a Claim Notice such notification shall not affect the rights of an Indemnified Party hereunder only indemnification provided hereunder, except to the extent that such failure has a material prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect to has been prejudiced as a result of such Third-Party Claimfailure. The Indemnifying Party shall have thirty (30) days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to assume the defense of defend the Indemnified Party against such Third-Third Party Claim; provided, that, notwithstanding the foregoing, the Indemnifying Party will not be entitled to control, and the Indemnified Party will be entitled to have control over, the defense or settlement of any Third Party Claim (and the reasonable cost of such defense and any Losses with respect to such Third Party Claim shall constitute an amount for which the Indemnified Party is entitled to indemnification hereunder) if (1) the Third Party Claim involves a criminal proceeding, action, indictment, allegation or investigation; (2) if the Third Party Claim seeks injunctive relief; (3) the Third Party Claim would reasonably result in suspension or debarment of Buyer by a Governmental Entity; (4) any insurer, including the Insurer under the R&W Insurance Policy, requires, as a condition to an Indemnified Party’s eligibility to recover insurance proceeds on account of such Third Party Claim, that such insurer control the matter; (5) the Indemnifying Party is not reasonably, diligently or in good faith conducting a defense of the Third Party Claim (and the Indemnifying Party is provided written notice thereof by Buyer and the Indemnifying Party does not cure such action or inaction within ten (10) Business Days); or (6) the Indemnified Party has been advised in writing by legal counsel that a conflict of interest exists which, under applicable principles of legal ethics, would prohibit a single legal counsel from representing both the Indemnified Party and the Indemnifying Party in such Third Party Claim. The Indemnified Party shall reasonably cooperate with and assist the Indemnifying Party in determining the validity of any claim for indemnification by the Indemnified Party, and the Indemnifying Party shall have the right at any time to revoke its determination that it will defend the Indemnified Party if it determines that indemnification is not required.

Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which an indemnifying party Party (an “Indemnifying Party”) may have liability to any Indemnified Party hereunder, other than those relating to Taxes (which are the exclusive subject of Article X), hereunder is asserted against or sought to be collected from any Indemnified Party by a third party Party (a “Third-Party Claim”), such Indemnified Party shall promptlyshall, but in no event more than ten within twenty (1020) days following such Indemnified Party’s receipt of a Third-Party Claim, notify the Indemnifying Party in writing of such Third-Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”); provided, however, provided that the failure timely to give a timely Claim Notice shall affect the rights of an Indemnified Party hereunder only to the extent that such failure has a material prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect to such Third-Party Claim. The Indemnifying Party shall have thirty (30) days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to assume the defense of defend the Indemnified Party against such Third-Party Claim.

Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which an indemnifying a party (in such capacity, an “Indemnifying PartyPerson”) may have liability to any Indemnified Party Person hereunder, other than those relating to Taxes (which are the exclusive subject of Article XSection 6.6), is asserted against or sought to be collected from any Indemnified Party Person by a third party Third Party (a “Third-Party Claim”), such Indemnified Party Person shall promptly, but in no event more than ten (10) days following such Indemnified PartyPerson’s receipt of a Third-Party Claim, notify the Indemnifying Party in writing Person of such Third-Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Party Claim)ascertainable, any other remedy sought thereunder, any relevant time constraints relating thereto andthereto, a reasonably detailed explanation of the events giving rise to the extent practicable, such Third-Party Claim and any other material details pertaining thereto (a “Claim Notice”); provided, however, that the failure to timely to give a Claim Notice shall affect not relieve the rights Indemnifying Person of an Indemnified Party hereunder only its obligations hereunder, except to the extent that the Indemnifying Person shall have been actually prejudiced by such failure has a material prejudicial effect on or as provided in Section 8.1. Thereafter, the defenses or other rights available Indemnified Person shall deliver to the Indemnifying Party with respect to such Third-Party Claim. The Indemnifying Party shall have thirty (30) days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify Person, promptly following the Indemnified Party that it desires to assume the defense Person’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party against such Person relating to the Third-Party Claim.

Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which an indemnifying party (an “Indemnifying Party”) may have liability to any Indemnified Party hereunder, other than those relating to Taxes (which are the exclusive subject of Article ARTICLE X), is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third-Party Claim”), such Indemnified Party shall promptly, but in no event more than ten (10) days following such Indemnified Party’s receipt of a Third-Party Claim, notify the Indemnifying Party in writing of such Third-Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”); provided, however, that the failure timely to give a Claim Notice shall affect the rights of an Indemnified Party hereunder only to the extent that such failure has a material prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect to such Third-Party Claim. The Indemnifying Party shall have thirty (30) days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to assume the defense of the Indemnified Party against such Third-Party Claim.

Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which an indemnifying party Party (an “Indemnifying Party”) may have liability to any Indemnified Party hereunder, other than those relating to Taxes (which are the exclusive subject of Article X), hereunder is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third-Party Claim”), such Indemnified Party shall promptly, but in no event more than ten (10) 15 days following such Indemnified Party’s receipt of a Third-Party Claim, notify the Indemnifying Party in writing of such Third-Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”); provided, however, provided that the failure timely to give a timely Claim Notice shall affect the rights of an Indemnified Party hereunder only to the extent that such failure has a material prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect to such Third-Party Claim. The Indemnifying Party shall have thirty (30) 30 days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding Legal Proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to assume the defense of defend the Indemnified Party against such Third-Party Claim; provided that in order to assume the defense of such Third-Party Claim, the Indemnifying Party in a writing signed by such Indemnifying Party agrees to be responsible for a substantial portion of such Losses relating to such Third-Party Claim and that the Indemnifying Party will provide indemnification to the Indemnified Party with respect to such substantial portion of the Losses relating to the Third Party Claim.

Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which an indemnifying party (an “Indemnifying Party”) Party may have liability to any Indemnified Party hereunder, other than those relating to Taxes (which are the exclusive subject of Article X), hereunder is asserted against or sought to be collected from any Indemnified Party by a third party (other than those relating to Taxes, which are the subject of Section 7.8) (a “Third-Party Claim”), ) such Indemnified Party shall promptly, but in no event more than ten (10) days following such Indemnified Party’s receipt of a Third-Party Claim, notify the party or parties from whom indemnification is sought (collectively, the “Indemnifying Party Party”) in writing of such Third-Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”); provided. However, however, that the failure timely to give a Claim Notice shall prompt notice will not affect the rights or obligations of an Indemnified the Indemnifying Party hereunder except and only to the extent that that, as a result of such failure has a material prejudicial effect on the defenses or other rights available to failure, the Indemnifying Party with respect to such Third-Party Claimwas prejudiced. The Indemnifying Party shall have thirty (30) 15 days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding proceedings in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to assume the defense of defend the Indemnified Party against such Third-Party Claim. For purposes of this Article X, any existing or future claims related to the Retained Liabilities shall be subject to the same procedures as Third-Party Claims.

Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which an indemnifying party (an “Indemnifying Party”) may have liability to any Indemnified Party hereunder, other than those relating to Taxes (which are the exclusive subject of Article X), hereunder is asserted against or sought to be collected from any Indemnified Party by a third party (other than a claim by a Taxing authority for Taxes) (a “Third-Party Claim”), such Indemnified Party shall promptly, but in no event more than ten thirty (1030) days following such Indemnified Party’s receipt of a Third-Third- Party Claim, notify the Indemnifying Party in writing of such Third-Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”); provided, however, that the failure timely to give a Claim Notice shall affect the rights of an Indemnified Party hereunder only to the extent that such failure has a material prejudicial an adverse effect on the resolution of the Third-Party Claim or on the defenses or other rights available to the Indemnifying Party with respect to such Third-Party Claim. The Indemnifying Party shall have thirty (30) days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to assume the defense of defend the Indemnified Party against such Third-Party Claim. Notwithstanding anything to the contrary contained herein, to the extent that Buyer reasonably expects that the Losses resulting from a Third-Party Claim would not, when aggregated with all other Losses for which Seller has previously indemnified Buyer Indemnified Parties pursuant to this Agreement or would reasonably be expected to indemnify Buyer Indemnified Parties in the future (based on information available at such time), exceed the Indemnity Threshold, Buyer shall have the right to defend such Third-Party Claim and shall have the sole power to direct and control such defense.

Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which an indemnifying party (an “Indemnifying Party”) may have liability to any Indemnified Party hereunder, other than those relating to Taxes (which are the exclusive subject of Article X), hereunder is threatened or asserted against or sought to be collected from any Indemnified Party by a third party (a “Third-Party Claim”), such Indemnified Party shall promptly, but in no event more than ten (10) days following such Indemnified Party’s receipt of a Third-Party Claim, notify the Indemnifying Party in writing of such Third-Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”); provided, however, that the failure timely to give a Claim Notice shall affect the rights of an Indemnified Party hereunder only to the extent that such failure has a material prejudicial an adverse effect on the defenses or other rights available to the Indemnifying Party with respect to such Third-Party Claim. The Indemnifying Party shall have thirty (30) days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated mattermatter or by a Governmental Entity) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to assume the defense of defend the Indemnified Party against such Third-Party Claim.

Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which an indemnifying party (an “Indemnifying Party”) Party may have liability to any Indemnified Party hereunder, other than those relating to Taxes (which are the exclusive subject of Article X), hereunder is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third-Party Claim”), ) such Indemnified Party shall promptly, but in no event more than ten (10) days following such Indemnified Party’s receipt of a Third-Party Claim, notify the party or parties from whom indemnification is sought (collectively, the “Indemnifying Party Party”) in writing of such Third-Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”); provided. However, however, that the failure timely to give a Claim Notice shall prompt notice will not affect the rights or obligations of an Indemnified the Indemnifying Party hereunder except and only to the extent that that, as a result of such failure has a material prejudicial effect on the defenses or other rights available to failure, the Indemnifying Party with respect to such Third-Party Claimwas prejudiced. The Indemnifying Party shall have thirty (30) 15 days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding proceedings in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to assume the defense of defend the Indemnified Party against such Third-Party Claim.

Third-Party Claim Indemnification Procedures. (a) In the event that any written Any party seeking indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand for which an indemnifying party (an “Indemnifying Party”) may have liability to made by any third Person against the Indemnified Party hereunder, other than those relating to Taxes (which are the exclusive subject of Article X), is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third-Party Third Person Claim”)) shall notify the Indemnitor in writing, and in reasonable detail, of the Third Person Claim within fifteen (15) Business Days (or reasonably more promptly dependent upon the circumstances) after receipt by such Indemnified Party of written notice of such Third Person Claim. Thereafter, the Indemnified Party shall promptlydeliver to the Indemnitor, but in no event more than within ten (10) days following such Business Days after the Indemnified Party’s receipt thereof, copies of a Third-Party Claim, notify all notices and documents (including court papers) received by the Indemnifying Party in writing of Indemnitor relating to such Third-Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto Third Person Claim (a “Third Person Claim Notice”). Any notice of a claim by reason of any of the representations, warranties or covenants contained in this Agreement shall refer to the provision of this Agreement upon which such claim is based and describe in reasonable detail (to the extent known) the facts giving rise to an alleged basis for the claim and the amount of the liability asserted against the Indemnitor by reason of such Third Person Claim; provided, however, that the failure timely or delay of the Indemnified Party to give a Claim Notice notice to the Indemnitor as provided in this Section 10.5 shall affect not relieve the rights Indemnitor of an Indemnified Party its obligations hereunder only except to the extent that the Indemnitor shall have been actually prejudiced by such failure has a material prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect to such Third-Party Claimfailure. The Indemnifying Party Indemnitor shall have thirty (30) days Business Days (or such lesser number of days as set forth in the Third Person Claim Notice as may be required by court proceeding in the event of a litigated matter) after receipt of the Third Person Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to assume the defense of defend the Indemnified Party against such Third-Party Third Person Claim.

Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which an indemnifying party (an “Indemnifying Party”) Party may have liability to any Indemnified Party hereunder, other than those relating to Taxes (which are the exclusive subject of Article X), hereunder is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third-Party Claim”), such Indemnified Party shall promptly, but in no event more than ten (10) thirty days following such Indemnified Party’s receipt of a Third-Party Claim, notify the Indemnifying Party in writing of such Third-Party Claim, the amount or the estimated amount of damages sought thereunder to the extent extent, if any, then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Party Claim)ascertainable, any other remedy sought thereunder, any relevant time constraints relating thereto andthereto, a reasonably detailed explanation of the events giving rise to the extent practicable, such Third-Party Claim and any other material details pertaining thereto (a “Claim Notice”); provided, however, provided that the failure to timely to give a Claim Notice shall affect not relieve the rights Indemnifying Party of an Indemnified Party hereunder only its obligations hereunder, except to the extent that such failure has a material prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect to such Third-Party Claim. The Indemnifying Party shall have thirty (30) days (or been actually and materially prejudiced by such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify failure. Thereafter, the Indemnified Party that it desires shall deliver to assume the defense Indemnifying Party, promptly following the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party against such relating to the Third-Party Claim.

Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which an indemnifying party Party or Parties (as applicable, an “Indemnifying Party”) may have liability to any indemnified party (an “Indemnified Party hereunder, other than those relating to Taxes (which are the exclusive subject of Article X), Party”) hereunder is asserted against or sought to be collected from any Indemnified Party by a third party Third Party (a “Third-Third Party Claim”), such Indemnified Party (acting through either the NWMI Sellers’ Representative or Valley Seller in the case of indemnification sought by a Seller Indemnified Party or Holdco in the case of indemnification sought by a Holdco Indemnified Party) shall promptly, but in no event more than ten (10) 20 days following such Indemnified Party’s receipt of a Third-Third Party Claim, notify the Indemnifying Party NWMI Sellers’ Representative, Valley Seller or Holdco, as applicable, and if applicable, the Escrow Agent, in writing of such Third-Third Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto Claim (a “Claim Notice”); provided, however, that the failure to timely to give a Claim Notice shall affect the rights of an Indemnified Party hereunder only to the extent that if such failure has a material 77 prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect to such Third-Third Party Claim. The Indemnifying Party (acting through the NWMI Sellers’ Representative or Valley Seller, as applicable, in the case of indemnification sought by a Seller Indemnified Party or Holdco in the case of indemnification sought by a Holdco Indemnified Party) shall have thirty (30) 30 days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party NWMI Sellers’ Representative, Valley Seller or Holdco, as applicable, that it desires to assume the defense of defend the Indemnified Party against such Third-Third Party Claim.

Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which an indemnifying party hereunder (an “Indemnifying Party”) may have liability to any Indemnified Party hereunder, other than those relating to Taxes (which are the exclusive subject of Article XVII), is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third-Party Claim”), such Indemnified Party shall promptly, but in no event more than ten (10) days promptly following such Indemnified Party’s receipt of a Third-Party Claim, notify the Indemnifying Party in writing of such Third-Party Claim, describe the amount breach or inaccuracy and other material facts and circumstances upon which such claim is based and the estimated amount of damages sought thereunder Losses involved, in each case, in reasonable detail in light of the facts then known to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Indemnified Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”); provided, however, provided that the failure to timely to give give, or defect in the information contained in, a Claim Notice shall affect not relieve the rights Indemnifying Party of an Indemnified Party hereunder only its obligations hereunder, except to the extent that such failure has a material prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect to such Third-Party Claim. The Indemnifying Party shall have thirty (30) days (or been actually and materially prejudiced by such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify failure. Thereafter, the Indemnified Party that it desires shall deliver to assume the defense Indemnifying Party, promptly following the Indemnified Party’s receipt thereof, copies of all written notices and documents (including court papers) received by the Indemnified Party against from such third party relating to the Third-Party Claim.

Third-Party Claim Indemnification Procedures. (a) In the event that If any written claim or demand for which an indemnifying party (an “Indemnifying Party”) Party may have liability to any Indemnified Party hereunder, other than those relating to Taxes (which are the exclusive subject of Article X), is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third-Party Claim”), such Indemnified Party shall promptly, but in no event more than ten (10) days following such Indemnified Party’s receipt of a Third-Party Claim, notify the Indemnifying Party in writing of such Third-Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Party Claim)ascertainable, any other remedy sought thereunder, any relevant time constraints relating thereto andthereto, a reasonably detailed explanation of the events giving rise to the extent practicable, such Third-Party Claim and any other material details pertaining thereto (a “Claim Notice”); provided, however, provided that the failure to timely to give a Claim Notice shall affect not relieve the rights Indemnifying Party of an Indemnified Party hereunder only its obligations hereunder, except to the extent that such failure has a material prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect to such Third-Party Claim. The Indemnifying Party shall have thirty (30) days (or been actually prejudiced by such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify failure. Thereafter, the Indemnified Party that it desires shall deliver to assume the defense Indemnifying Party, promptly following the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party against such relating to the Third-Party Claim.

Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which an indemnifying party hereunder (an “Indemnifying Party”) may have liability to any Indemnified Party hereunder, other than those relating to Taxes (which are the exclusive subject of Article X), is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third-Party Claim”), such Indemnified Party shall deliver to the Indemnifying Party promptly, but in no event more than ten thirty (1030) days following such Indemnified Party’s receipt of a Third-Party Claim, notify a written notice of claim specifying its good faith estimate of the Indemnifying U.S. dollar amount of such claim, to the extent then ascertainable (the “Claim Amount”), and describing in reasonable detail the basis upon which the Indemnified Party in writing asserts that such claim is required to be satisfied (the “Claim -76- Basis”) (such notice, a “Claim Notice”) and a copy of such Third-Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”); provided, however, provided that the failure to timely to or duly give a Claim Notice shall only affect the rights of an Indemnified Party hereunder only to the extent that such failure has a material prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect to such Third-Party Claim. The Indemnifying Party shall have thirty (30) days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify Thereafter, the Indemnified Party that it desires shall deliver to assume the defense Indemnifying Party, promptly following the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party against such relating to the Third-Party Claim.

Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which an indemnifying party (an “Indemnifying Party”) Party may have liability to any Indemnified Party hereunder, other than those relating to Taxes (which are the exclusive subject of Article X), hereunder is asserted against or sought to be collected from any Indemnified Party by a third party (other than those relating to Taxes, which are the subject of Section 7.8) (a “Third-Party Claim”), ) such Indemnified Party shall promptly, but in no event more than ten (10) days following such Indemnified Party’s receipt of a Third-Party Claim, notify the party or parties from whom indemnification is sought (collectively, the “Indemnifying Party Party”) in writing of such Third-Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”); provided. However, however, that the failure timely to give a Claim Notice shall prompt notice will not affect the rights or obligations of an Indemnified the Indemnifying Party hereunder except and only to the extent that that, as a result of such failure has a material prejudicial effect on the defenses or other rights available to failure, the Indemnifying Party with respect to such Third-Party Claimwas prejudiced. The Indemnifying Party shall have thirty (30) 15 days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding proceedings in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to assume the defense of defend the Indemnified Party against such Third-Party Claim.

Third-Party Claim Indemnification Procedures. (ai) In the event that If any written claim or demand for which an indemnifying party (an “Indemnifying Party”) Party may be reasonably expected to have liability to any Indemnified Party hereunder, other than those relating to Taxes (which are the exclusive subject of Article X), is asserted against or sought to be collected from any Indemnified Party by a third party party, including a Government Entity (a “Third-Third Party Claim”), such Indemnified Party shall promptly, but in no event more than ten (10) days following such Indemnified Party’s receipt of a Third-Party Claim, promptly notify the Indemnifying Party (or the Shareholder Representative, where the Indemnifying Party is a Shareholder or a Participating Optionholder (each a “Shareholder Indemnifying Party”) and indemnification is not being sought hereunder directly from such Shareholder Indemnifying Party) in writing of such Third-Third Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto Claim (a “Third Party Claim Notice,” collectively with Direct Claim Notices, “Claim Notices”); provided, however, that the failure timely to give a timely Third Party Claim Notice shall affect the rights of an Indemnified Party hereunder only to the extent that such failure has a material prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect to such Third-Third Party ClaimClaim or the quantum of such Third Party Claim (including all interest and other penalties which may accrue as a result of such delay). The Indemnifying A Third Party shall have thirty (30) days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of shall contain a litigated matter) after receipt brief summary of the Claim Notice (facts underlying or relating to such claim to the “Notice Period”) to notify extent then known by the Indemnified Party and a copy of any correspondence or notice received from the relevant third party and a statement that it desires to assume the defense of the Indemnified Party against seeks indemnification for Losses relating to such Third-Third Party Claim.

Third-Party Claim Indemnification Procedures. (ac) In Except as provided in Section 5.3 with respect to Tax Claims, in the event that any written claim or demand for which an indemnifying party (an “Indemnifying Party”) -36- may have liability to any Indemnified Party hereunder, other than those relating to Taxes (which are the exclusive subject of Article X), hereunder is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third-Third Party Claim”), such Indemnified Party shall promptly, but in no event more than ten (10) calendar days following such Indemnified Party’s receipt of a Third-Third Party Claim, notify the Indemnifying Party in writing of such Third-Third Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Third Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”); provided, however, that the failure timely to give a Claim Notice shall affect the rights of an Indemnified Party hereunder only to the extent that such failure has a material prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect to such Third-Third Party Claim. The Indemnifying Party shall have thirty (30) calendar days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to assume the defense of defend the Indemnified Party against such Third-Third Party Claim., it being understood that by assuming the defense of a Third Party Claim the Indemnifying Party shall conclusively acknowledge that it has an indemnity obligation with respect to such Third Party Claim. (d) In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against a Third Party Claim, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings and shall have the sole power to direct and control such defense, with counsel reasonably satisfactory to the Indemnified Party, at the Indemnifying Party’s expense. Once the Indemnifying Party has duly assumed the defense of a Third Party Claim, the Indemnified Party shall have the right, but not the obligation, to participate in any such defense and to employ separate counsel of its choosing. The Indemnified Party shall participate in any such defense at its own expense unless (i) the Indemnifying Party and the Indemnified Party are both named parties to the proceedings and the Indemnified Party shall have received a written opinion of independent counsel that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, or (ii) the Indemnified Party assumes the defense of a Third Party Claim after the Indemnifying Party has failed to diligently pursue a Third Party Claim it has assumed, as provided in Section 6.4(c), in which case the Indemnifying Party shall be liable for the fees and expenses of one separate counsel (in addition to any necessary local counsel). The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise any Third Party Claim on a basis that would result in (i) the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the Indemnified Party or any of its Affiliates, (ii) a finding or admission of a violation of Laws or violation of the rights of any Person by the Indemnified Party or any of its Affiliates, (iii) a finding or admission that would have a material adverse effect on other claims made or threatened against the Indemnified Party or any of its Affiliates, (iv) any monetary liability of the Indemnified Party that will not be promptly paid or reimbursed by the Indemnifying Party or (v) any material adverse non-monetary condition or obligation being imposed on any Indemnified Party or any of its Affiliates. -37- (e) If the Indemnifying Party (i) elects not to defend the Indemnified Party against a Third Party Claim, whether by not giving the Indemnified Party timely notice of its desire to so defend or otherwise or (ii) after assuming the defense of a Third Party Claim, fails to take reasonable steps necessary to defend diligently such Third Party Claim, the Indemnified Party shall have the right but not the obligation to assume its own defense, it being understood that the Indemnified Party’s right to indemnification for a Third Party Claim shall not be adversely affected by assuming the defense of such Third Party Claim. The Indemnified Party’s right to settle any Third Party Claim shall be identical to the Indemnifying Party’s right to settle any Third Party Claim as set forth in Section 6.4(b) (other than sub-clause (iv) thereof). (f) The Indemnified Party and the Indemnifying Party shall cooperate in order to ensure the proper and adequate defense of a Third Party Claim, including by providing access to each other’s relevant business records and other documents and employees. The Indemnified Party and the Indemnifying Party shall keep each other fully informed with respect to the status of such Third Party Claim. (g) The Indemnified Party and the Indemnifying Party shall use commercially reasonable efforts to avoid production of confidential information (consistent with applicable Law), and to cause all communications among employees, counsel and others representing any party to a Third Party Claim to be made so as to preserve any applicable attorney-client or work-product privileges. 6.5

Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which an indemnifying party (an “"Indemnifying Party”") may have liability to any Indemnified Party hereunder, other than those relating to Taxes (which are the exclusive subject of Article X), hereunder is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third-"Third Party Claim”"), such Indemnified Party shall promptly, but in no 131 event more than ten (10) thirty days following such Indemnified Party’s 's receipt of a Third-Third Party Claim, notify the Indemnifying Party in writing of such Third-Third Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Third Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “"Claim Notice”"); provided, however, that the failure timely to give a Claim Notice shall not affect the rights of an Indemnified Party hereunder only except to the extent that such failure has a material prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect to such Third-Third Party Claim. The Indemnifying Party shall have thirty (30) 15 days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “"Notice Period”") to notify the Indemnified Party that it desires to assume the defense of defend the Indemnified Party against such Third-Third Party Claim; provided, however, that the Indemnifying Party shall not be entitled to assume or maintain control of the defense of any Third Party Claim and shall pay the fees and expenses of counsel retained by the Indemnified Party if (i) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Third Party Claim seeks injunctive or equitable relief against the Indemnified Party, (iii) the Indemnifying Party has failed to defend or is failing to defend in good faith the Third Party Claim, (iv) the Indemnifying Party and the Indemnified Party are both named parties to the proceedings and the Indemnified Party shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or (v) in the case of a Buyer Indemnified Party, it is reasonably likely that the Losses arising from such Third Party Claim will exceed the amount such Buyer Indemnified Party will be entitled to recover as a result of the limitations set forth in Section 7.2(b); provided, further, that prior to assuming control of such defense, the Indemnifying Party must acknowledge that it would have an indemnity obligation for any Losses resulting from such Third Party Claim.

Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which an indemnifying party (an “Indemnifying Party”) may have liability to any Indemnified Party hereunder, other than those relating to Taxes (which are the exclusive subject of Article X), hereunder is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third-Third Party Claim”), such Indemnified Party shall promptly, but in no event more than ten (10) days following such Indemnified Party’s receipt of a Third-Third Party Claim, notify the Indemnifying Party in writing of such Third-Third Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Third Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”); provided, however, that the failure timely to give a Claim Notice shall affect the rights of an Indemnified Party hereunder only to the extent that such failure has a material prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect to such Third-Third Party Claim. The Indemnifying Party shall have thirty (30) 30 days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to assume the defense of defend the Indemnified Party against such Third-Third Party Claim unless the Indemnified Party has notified the Indemnifying Party in the Claim Notice that it has determined in good faith that there is a reasonable probability that such Third Party Claim may adversely affect it or its Affiliates other than as a result of monetary damages; it being understood that by assuming the defense of a Third Party Claim, the Indemnifying Party shall conclusively acknowledge that it has an indemnity obligation with respect to such Third Party Claim.

Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which an indemnifying party (an “"Indemnifying Party”") may have liability to any party hereunder (an "Indemnified Party hereunder, other than those relating to Taxes (which are the exclusive subject of Article X), Party") is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third-"Third Party Claim”"), such Indemnified Party shall promptly, but in no event more than ten (10) days 15 Business Days following such Indemnified Party’s 's receipt of a Third-Third Party ClaimClaim (and no fewer than 10 days prior to a scheduled appearance date in a litigated matter), notify the Indemnifying Party Party, and, if such claim is being made by a Purchaser Indemnified Party, the Escrow Agent, in writing of such Third-Third Party Claim, its good faith estimate of the amount or potential Losses (the estimated amount of damages "Loss Estimate") sought thereunder if and to the extent then reasonably ascertainable (which estimate shall not be conclusive of the final amount of such Third-Third Party Claim), and any other remedy sought thereunder, any relevant time constraints relating thereto to the Indemnified Party's response and, to the extent practicable, any other material details pertaining thereto (a “"Claim Notice”"); provided, however, that the failure timely to give a Claim Notice shall affect the rights of an Indemnified Party hereunder only to the extent that such failure has a material prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect to such Third-Third Party Claim. The Indemnifying Party shall have thirty (30) 30 days (or such lesser number of days set forth in the Claim Notice and as may be required by a court proceeding that cannot be extended, in the event of a litigated matter) after receipt of the Claim Notice (the “"Notice Period”") to notify the Indemnified Party that it desires to shall assume the defense control of and defend the Indemnified Party against such Third-Third Party Claim; provided that the Indemnifying Party shall not have the right to assume the control and defense of such claim and the Indemnified Party shall have the sole power to direct and control such defense if (i) such claim is primarily a claim for injunctive or equitable relief against the Indemnified Party and not monetary damages, (ii) such claim involves a criminal Action, or is otherwise brought by a Governmental Authority, against the Indemnified Party or (iii) if the claim is made by a Purchaser Indemnified Party, the indemnifiable Losses related to such claim would reasonably be expected to exceed 200% of the remainder of the Indemnity Escrow Funds (less a reasonable estimate of all other indemnifiable Losses in respect of prior pending and unresolved claims made pursuant to this Article XI). In the event that the Seller Representative notifies a Purchaser Indemnified Person within the Notice Period that it desires to defend against a Third Party Claim pursuant to this Section 11.4, if and when the Seller Representative conclusively, irrevocably and unconditionally acknowledges in writing that it has an indemnity obligation with respect to such Third Party Claim, as of and after the date of such acknowledgment, all reasonable and documented out of pocket expenses of the Seller Representative in assuming and controlling the defense of such Third Party Claim shall be reimbursed from the Indemnity Escrow Account as incurred (but not with respect to any expenses incurred prior to such acknowledgment), by wire transfer of immediately available funds from the Indemnity Escrow Account to the account or accounts designated by the Seller Representative to the Escrow Agent in writing, as promptly as practicable, but in no event later than 10 days following the date that the Seller Representative submits a claim for reimbursement of such expenses, setting forth in reasonable detail the amounts of such expenses and the nature thereof together with supporting invoices; provided, however, that the Seller Representative shall not be entitled to reimbursement pursuant to this sentence for more than one counsel (plus any appropriate local counsel) in connection with any Third Party Claim.

Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which an indemnifying party (an “Indemnifying Party”) may have liability to any Indemnified Party hereunder, other than those relating to Taxes (which are the exclusive subject of Article X), hereunder is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third-Party Claim”), such Indemnified Party shall promptly, but in no event more than ten (10) days following such Indemnified Party’s receipt of a Third-Party Claim, notify the Indemnifying Party in writing of such Third-Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”); provided, however, that the failure to timely to give a Claim Notice shall affect the rights of an Indemnified Party hereunder only to the extent that such failure has a material prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect to such Third-Party Claim. The Indemnifying Party shall have thirty (30) days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to assume the defense of the Indemnified Party against such Third-Party Claim.

Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which an indemnifying party (an “Indemnifying Party”) Party may have liability to any Indemnified Party hereunder, other than those relating to Taxes (which are the exclusive subject of Article X), hereunder is asserted against or sought to be collected from any Indemnified Party by a third party (other than those relating to Taxes, which are the subject of Section 11.3) (a “Third-Party Claim”), such Indemnified Party shall promptly, but in no event more than ten (10) days Business Days following such Indemnified Party’s receipt of a Third-Party Claim, notify the party or parties from whom indemnification is sought (collectively, the “Indemnifying Party Party”) in writing of such Third-Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”); provided. However, however, that the failure timely to give a Claim Notice shall prompt notice will not affect the rights or obligations of an Indemnified the Indemnifying Party hereunder except and only to the extent that that, as a result of such failure has a material prejudicial effect on the defenses or other rights available to failure, the Indemnifying Party with respect was prejudiced by such failure. Subject to such Third-Party Claim. The the consent rights of any R&W Insurer or other limitations in the R&W Insurance Policy, the Indemnifying Party shall have thirty fifteen (3015) days Business Days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding proceedings in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to will assume the defense of the Indemnified Party against such Third-Party Claim.

Third-Party Claim Indemnification Procedures. (a) In the event that Upon any written Indemnified Party’s receipt of notice of assertion of any claim or demand by a third party against an Indemnified Party for which an indemnifying party (an “Indemnifying Party”) may have liability to any Indemnified Party hereunder, other than those relating to Taxes (which are the exclusive subject of Article X), is asserted against or sought to be collected from any Indemnified Party by a third party hereunder (a “Third-Party Claim”), such Indemnified Party shall promptly, but in no event more than ten twenty (1020) days following such Indemnified Party’s receipt of a Third-Party Claim, notify the Indemnifying Party in writing of such Third-Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then reasonably ascertainable (which estimate shall not be conclusive of the final amount of such Third-Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”); provided, however, that the failure timely to give a Claim Notice shall not affect the rights of an Indemnified Party hereunder only hereunder, except to the extent that such failure has a material prejudicial effect on materially prejudices the defenses Indemnifying Party’s defense of, or other rights available to the Indemnifying Party with respect to to, such Third-Party Claim. The Indemnifying Party shall have thirty twenty (3020) days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding a Proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to assume the defense of defend the Indemnified Party against such Third-Party Claim; provided, however, that the Indemnifying Party shall not be entitled to assume or maintain control of the defense of any Third-Party Claim and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party if (i) the Third-Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnifying Party has failed to defend or is failing to defend in good faith the Third-Party Claim, (iii) the Indemnifying Party and the Indemnified Party (other than SPC) are both named parties to the Proceedings and the Indemnified Party shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or (iv) in the case of a Acquiror Indemnified Party, it is reasonably likely that the Losses arising from such Third-Party Claim will exceed the amount such Acquiror Indemnified Party will be entitled to recover as a result of the limitations set forth in Section 9.2(b); provided, further, that prior to assuming control of such defense, the Indemnifying Party must acknowledge that it would have an indemnity obligation for any Losses resulting from such Third-Party Claim.

Third-Party Claim Indemnification Procedures. (a) In the event that If any written claim or demand for which an indemnifying party (an “Indemnifying Party”) may have liability to any Indemnified Party hereunder, other than those relating to Taxes (which are the exclusive subject of Article X), is asserted against or sought to be collected from any Indemnified Party by a third party party, including a Government Entity (a “Third-Party Claim”), such Indemnified Party shall promptly, promptly (but in no event more later than ten (10three Business Days after receipt thereof) days following such Indemnified Party’s receipt of a Third-Party Claim, notify the Indemnifying Party in writing of such Third-Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable Claim (which estimate shall not be conclusive of the final amount of such a “Third-Party Claim)Claim Notice,” collectively with Direct Claim Notices, any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim NoticeNotices”); provided, however, that the failure timely to give a Third-Party Claim Notice shall affect the rights of an Indemnified Party hereunder only to the extent that such failure has a material prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect to such Third-Party ClaimClaim or the quantum of such Third-Party Claim (including all interest and other penalties which may accrue as a result of such delay). The Indemnifying A Third-Party shall have thirty (30) days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of shall contain a litigated matter) after receipt brief summary of the Claim Notice (facts underlying or relating to such claim to the “Notice Period”) to notify extent then known by the Indemnified Party and a copy of any correspondence or notice received from the relevant third party and a statement that it desires to assume the defense of the Indemnified Party against seeks indemnification for Losses relating to such Third-Party Claim.

Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which an indemnifying party (an “Indemnifying Party”) may have liability to any Indemnified Party hereunder, other than those relating to Taxes (which are the exclusive governed, subject of Article Xto Section 5.5(d), by Section 5.5), is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third-Third Party Claim”), such Indemnified Party shall promptly, but in no event more than ten (10) days following such Indemnified Party’s receipt of a Third-Third Party Claim, notify the Indemnifying Party in writing of such Third-Third Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Third Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”); provided, however, that the failure to provide such notice in a timely to give a Claim Notice manner shall affect not release the rights Indemnifying Party from any of an Indemnified Party hereunder only its indemnification obligations under this Article VII (i) except to the extent that such failure has a material prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect is prejudiced by such failure and (ii) except to such Third-Party Claimthe extent of the Indemnified Party’s expenses that are incurred during the period in which timely notice was not provided. The Indemnifying Party shall have thirty (30) days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding proceedings in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to assume the defense of defend the Indemnified Party against such Third-Third Party Claim provided that the Indemnifying Party may only elect to defend the Indemnified Party and assume direction and control of such defense if (i) the Third Party Claim does not seek an order, injunction or other equitable relief that if granted would be material to the Indemnified Party, (ii) the Indemnified Party shall not have reasonably concluded, based on the advice of outside counsel, that representation of both the Indemnified Party and the Indemnifying Party would be inappropriate due to actual or potential differing interests between them and (iii) the Indemnifying Party actively and diligently defends in good faith such Third Party Claim and keeps the Indemnified Party reasonably informed of the progress of such Third Party Claim; provided, further, that, from the date of such notice electing to assume the conduct and control of the defense of a Third Party Claim, the Indemnifying Party, regardless of whether it is otherwise required to indemnify the Indemnified Party hereunder with respect to such Third Party Claim, shall be responsible for the costs and fees of such Indemnified Party’s attorneys and related litigation expenses incurred by it in connection with such Third Party Claim.

Third-Party Claim Indemnification Procedures. (ac) In Except as provided in Section 5.3 with respect to Tax Claims, in the event that any written claim or demand for which an indemnifying party (an “Indemnifying Party”) may have liability to any Indemnified Party hereunder, other than those relating to Taxes (which are the exclusive subject of Article X), hereunder is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third-Third Party Claim”), such Indemnified Party shall promptly, but in no event more than ten (10) calendar days following such Indemnified Party’s receipt of a Third-Third Party Claim, notify the Indemnifying Party in writing of such Third-Third Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Third Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”); provided, however, that the failure timely to give a Claim Notice shall affect the rights of an Indemnified Party hereunder only to the extent that such failure has a material prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect to such Third-Third Party Claim. The Indemnifying Party shall have thirty (30) calendar days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to assume the defense of defend the Indemnified Party against such Third-Third Party Claim, it being understood that by assuming the defense of a Third Party Claim the Indemnifying Party shall conclusively acknowledge that it has an indemnity obligation with respect to such Third Party Claim.

Third-Party Claim Indemnification Procedures. Subject to Section 5.3(e) with respect to Taxes, with respect to third party claims, all claims for indemnification by any Person that may be entitled to indemnification hereunder (aan "Indemnified Party") shall be asserted and ----------------- resolved as set forth in this Section 7.4. In the event that any written claim or demand for which a Party may be required to pay an indemnifying party indemnity hereunder (such Party, an “"Indemnifying Party”") may have liability to any Indemnified Party hereunder, other than those relating to Taxes (which are the exclusive subject of Article X), is asserted against or sought to be collected ------------------ from any Indemnified Party by a third party (a “Third-Party Claim”)party, such Indemnified Party shall promptly, but in no event more than ten (10) days 15 Business Days following such Indemnified Party’s 's receipt of a Third-Party Claimsuch claim or demand or knowledge thereof, notify the Indemnifying Party in writing of such Third-Party Claim, claim or demand and the amount or the estimated amount of damages sought thereunder thereof to the extent then ascertainable feasible (which estimate shall not be conclusive of the final amount of such Third-Party Claimclaim and demand) (the "Claim Notice"); ------------ provided, any other remedy sought thereunderhowever, any relevant time constraints relating thereto and, that failure to give such notification shall not affect the -------- ------- indemnification provided hereunder except to the extent practicablethat Indemnifying Party shall have been actually prejudiced as a result of such failure. The Indemnifying Party shall have 45 Business Days from its receipt of the Claim Notice (the "Notice Period") to notify the Indemnified Party (a) whether or not ------------- the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand and (b) whether or not it will defend the Indemnified Party against such claim or demand. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, any other material details pertaining thereto (a “Claim Notice”)and shall be paid by, the Indemnifying Party; provided, however, that the failure timely to give amount of such costs and expenses that shall be a Claim Notice shall affect the rights -------- ------- liability of an Indemnified Party hereunder only to the extent that such failure has a material prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect hereunder shall be subject to the limitations set forth in this Article VII. Except as hereinafter provided, in the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it will defend the Indemnified Party against such claim or demand, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings and shall have the sole power to direct and control such defense. If any Indemnified Party desires to participate in any such defense it may do so, provided that unless there is a conflict of interest or there shall exist additional defenses solely applicable to such Third-Party ClaimIndemnified Party, (i) it shall comply with reasonable instructions from the Indemnifying Party, and (ii) its participation shall be at its sole cost and expense. The Indemnifying Party shall have thirty (30) days (not settle a claim or such lesser number demand without the consent of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to assume the defense of extent a settlement imposes a material future, non-monetary obligation on the Indemnified Party, and such consent shall not be unreasonably withheld. If the Indemnifying Party elects not to defend the Indemnified Party against such Third-claim or demand, whether by not giving the Indemnified Party Claimtimely notice as provided above or otherwise, then the Indemnified Party shall conduct the defense and that portion thereof as to which such defense is unsuccessful (and the reasonable costs and expenses pertaining to such defense) shall be the liability of the Indemnifying Party hereunder, subject to the limitations set forth in this Article VII; provided that in any -------- case the Indemnified Party shall not settle a claim or demand without the consent of the Indemnifying Party which consent shall not be unreasonably withheld; provided further that notwithstanding the foregoing, if the -------- ------- Indemnifying Party is not defending the relevant claim as permitted hereunder, the Indemnifying Party shall only be liable for Losses of the Indemnified Party as contemplated by this Article VII to the extent reasonably incurred in, and as the result of, a diligent defense by the Indemnified Party of such third party claim or demand. To the extent the Indemnifying Party shall direct, control or participate in the defense or settlement of any third party claim or demand, the Indemnified Party will give the Indemnifying Party and its counsel access to, during normal business hours, the relevant business records and other documents, and shall permit them to consult with the employees and counsel of the Indemnified Party. Regardless of which Person assumes control of the defense of any claim, each Party shall cooperate and provide the other Party reasonable assistance in the defense thereof.

Third-Party Claim Indemnification Procedures. (a) In Except as provided in Section 7.7(f) with respect to Tax Claims, in the event that any written claim or demand for which an indemnifying party (an “Indemnifying Party”) may have liability to any Indemnified Party hereunder, other than those relating to Taxes (which are the exclusive subject of Article X), is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third-Third Party Claim”), such Indemnified Party shall promptly, but in no event more than ten (10) days following such Indemnified Party’s receipt of a Third-any threatened Third Party Claim, notify the Indemnifying Party in writing of such Third-Third Party Claim, the amount or the estimated amount SC1:4515121.14 of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Third Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”); provided, however, that the failure timely to give a Claim Notice shall affect the rights of an Indemnified Party hereunder only to the extent that such failure has a material prejudicial an adverse effect on the defenses resolution or other rights available to the Indemnifying Party with respect to such Third-Third Party Claim. The Indemnifying Party shall have thirty (30) days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to assume the defense of defend the Indemnified Party against such Third-Third Party Claim.

Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which an indemnifying party (an “Indemnifying Party”) may have liability to any Indemnified Party hereunder, other than those relating to Taxes (which are the exclusive subject of Article X), Section 2.14) is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third-Third Party Claim”), such Indemnified Party shall promptly, but in no event more than ten (10) days following such Indemnified Party’s receipt of a Third-Third Party Claim, notify the Indemnifying Party in writing of such Third-Third Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Third Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”); provided, however, that the failure timely to give a Claim Notice shall affect the rights of an Indemnified Party hereunder only to the extent that such failure has a material prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect to such Third-Third Party Claim. The Indemnifying Party shall have thirty (30) 30 days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to assume the defense of defend the Indemnified Party against such Third-Third Party Claim unless the Indemnified Party has notified the Indemnifying Party in the Claim Notice that it has determined in good faith that there is a reasonable probability that such Third Party Claim may adversely affect it or its Affiliates other than as a result of monetary damages; it being understood that by assuming the defense of a Third Party Claim, the Indemnifying Party shall conclusively acknowledge that it has an indemnity obligation with respect to such Third Party Claim.

Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which an indemnifying party (an “Indemnifying Party”) may have liability to any Indemnified Party hereunder, other than those relating to Taxes (which are the exclusive subject of Article X), hereunder is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third-Third Party Claim”), such Indemnified Party shall promptly, but in no event more than ten (10) days following such Indemnified Party’s receipt of a Third-Third Party Claim, notify the Indemnifying Party in writing of such Third-Third Party Claim, Claim and the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Third Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto ) (a “Claim Notice”); provided, however, that the failure timely to give a Claim Notice shall affect the rights of an Indemnified Party hereunder only to the extent that such failure has a material prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect to such Third-Third Party ClaimClaim or otherwise results in damages to the Indemnifying Party. The Indemnifying Party shall have thirty (30) 30 days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to assume the defense of defend the Indemnified Party against such Third-Third Party Claim; it being understood that by assuming the defense of a Third Party Claim the Indemnifying Party shall conclusively acknowledge that it has an indemnity obligation with respect to such Third Party Claim.

Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which an indemnifying party (an “Indemnifying Party”) Party may have liability to any Indemnified Party hereunder, other than those relating to Taxes (which are the exclusive subject of Article X), hereunder is asserted against or sought to be collected from any Indemnified Party by a third party (other than those relating to Taxes, which are the subject of Section 6.7) (a “Third-Party Claim”), ) such Indemnified Party shall promptly, but in no event more than ten (10) days Business Days following such Indemnified Party’s receipt of a Third-Party Claim, notify the party or parties from whom indemnification is sought (collectively, the “Indemnifying Party Party”) in writing of such Third-Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”); provided. However, however, that the failure timely to give a Claim Notice shall prompt notice will not affect the rights or obligations of an Indemnified the Indemnifying Party hereunder except and only to the extent that that, as a result of such failure has a material prejudicial effect on the defenses or other rights available to failure, the Indemnifying Party with respect to such Third-Party Claimwas prejudiced. The Indemnifying Party shall have thirty fifteen (3015) days Business Days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding proceedings in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to assume the defense of defend the Indemnified Party against such Third-Party Claim.

Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which an indemnifying a party (in such capacity, an “Indemnifying PartyPerson”) may have liability to any Indemnified Party hereunder, other than those relating to Taxes (which are the exclusive subject of Article X), Person hereunder is asserted against or sought to be collected from any Indemnified Party Person by a third party (a “Third-Party Claim”), such Indemnified Party Person shall promptly, but in no event more than ten (10) days following such Indemnified PartyPerson’s receipt of a Third-Party Claim, notify the Indemnifying Party in writing Person of such Third-Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Party Claim)ascertainable, any other remedy sought thereunder, any relevant time constraints relating thereto andthereto, a reasonably detailed explanation of the events giving rise to the extent practicable, such Third-Party Claim and any other material details pertaining thereto (a “Claim Notice”); provided, however, that the failure to timely to give a Claim Notice shall affect not relieve the rights Indemnifying Person of an Indemnified Party hereunder only its obligations hereunder, except to the extent that the Indemnifying Person shall have been actually prejudiced by such failure has a material prejudicial effect on or as provided in Section 7.1. Thereafter, the defenses or other rights available Indemnified Person shall deliver to the Indemnifying Party with respect Person, promptly following the Indemnified Person’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Person relating to such the Third-Party Claim. The Indemnifying Party shall have thirty (30) days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to assume the defense of the Indemnified Party against such Third-Party Claim.57

Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which an indemnifying party the Seller, the Purchaser or the Company (each, an “Indemnifying Party”) may have liability to any Indemnified Party hereunder, other than those relating to Taxes (which are the exclusive subject of Article X), hereunder is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third-Party Claim”), such Indemnified Party shall promptly, but in no event more than ten (10) calendar days following such Indemnified Party’s receipt of a Third-Party Claim, notify the Indemnifying Party in writing of such Third-Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”); provided, however, that the failure timely to give a Claim Notice shall affect the rights of an Indemnified Party hereunder only to the extent that such failure has a material prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect to such Third-Party Claim. The Indemnifying Party shall have thirty (30) calendar days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to assume the defense of defend the Indemnified Party against such Third-Party Claim.

Third-Party Claim Indemnification Procedures. (ai) In the event that any written claim or demand for which an indemnifying a party (in such capacity, an “Indemnifying PartyPerson”) may have liability to any Indemnified Party hereunderPerson hereunder (assuming, only for the purposes of this Section 8.7, that the Basket was zero), other than those relating to Taxes (which are the exclusive subject of Article XSection 6.8), is asserted against or sought to be collected from any Indemnified Party Person by a third party (a “Third-Party Claim”), such Indemnified Party Person shall promptly, but in no event more than ten thirty (1030) days following such Indemnified PartyPerson’s receipt of a Third-Party Claim, Claim notify the Indemnifying Party in writing Person of such Third-Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Party Claim)ascertainable, any other remedy sought thereunder, any relevant time constraints relating thereto andthereto, a reasonably detailed explanation of the events giving rise to the extent practicable, such Third-Party Claim and any other material details pertaining thereto (a “Claim Notice”); provided, however, that the failure to timely to give a Claim Notice shall affect not relieve the rights Indemnifying Person of an Indemnified Party hereunder only its obligations hereunder, except to the extent that the Indemnifying Person shall have been actually and materially prejudiced by such failure has a material prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect to such Third-Party Claim. The Indemnifying Party shall have thirty (30) days (or such lesser number of days set forth as provided in the Claim Notice as may be required by court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to assume the defense of the Indemnified Party against such Third-Party ClaimSection 8.1.

Third-Party Claim Indemnification Procedures. (a) In From and after Closing, in the event that any written claim or demand for which an indemnifying party (an “Indemnifying Party”) may have liability to any Indemnified Party hereunder, other than those relating to Taxes (which are the exclusive subject of Article X), is under this Agreement asserted against or sought to be collected from any Indemnified Party by a third party (a “Third-Third Party Claim”), such Indemnified Party shall promptly, but in no event more than ten twenty (1020) days Business Days following such Indemnified Party’s receipt of a Third-Third Party Claim, notify the Indemnifying Party in writing of such Third-Third Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Third Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”); provided, however, that the failure timely to give a Claim Notice shall affect the rights of an Indemnified Party hereunder only to the extent that such failure has a material prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect to such Third-Third Party Claim. The Indemnifying Party shall have thirty fifteen (3015) days Business Days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to assume the defense of defend the Indemnified Party against such Third-Third Party Claim.

Third-Party Claim Indemnification Procedures. (a) In the event that Upon any written Indemnified Party’s receipt of notice of assertion of any claim or demand by a third party against an Indemnified Party for which an indemnifying party (an “Indemnifying Party”) Party may have liability to any Indemnified Party hereunder, other than those relating pursuant to Taxes (which are the exclusive subject of this Article X), is asserted against or sought to be collected from any Indemnified Party by a third party IX (a “Third-Party Claim”), such Indemnified Party shall promptly, but in no event more than ten (10) days following such Indemnified Party’s receipt of a Third-Party Claim, promptly notify the Indemnifying Party in writing of such Third-Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto Claim (a “Claim Notice”); provided, however, that the failure to timely to give a Claim Notice shall not affect the rights of an Indemnified Party hereunder only hereunder, except to the extent that such failure has a material prejudicial effect on materially prejudices the defenses Indemnifying Party’s defense of, or other rights available to the Indemnifying Party with respect to to, such Third-Party Claim. The Indemnifying Party shall have thirty (30) twenty days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding a Proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the [***] These portions of this exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment. 112 Indemnified Party that it desires to assume the defense of defend the Indemnified Party against such Third-Party Claim; provided, however, that the Indemnifying Party shall not be entitled to assume or maintain control of the defense of any Third-Party Claim if (i) the Third-Party Claim is a criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnifying Party has failed to defend or is failing to defend in good faith the Third-Party Claim after receiving written notice from the Indemnified Party to the effect that the Indemnifying Party has so failed or is failing, (iii) either the HSW Stockholders’ Representative and a Discovery Indemnified Party are both named parties to the Proceedings or Discovery or any of its Affiliates and any Stockholder Indemnified Party are both named parties to the Proceedings, and in each case the Indemnified Party shall have concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, (iv) the relief sought in respect of the Third-Party Claim is non-monetary relief (other than a general boilerplate request for such other and further relief as the court deems just and proper), or (v) it is reasonably likely that the Losses arising from such Third-Party Claim will exceed the amount such Indemnified Party will be entitled to recover as a result of the limitations set forth in this Article IX.

Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which an indemnifying party hereunder (an “Indemnifying Party”) may have liability to any Indemnified Party hereunder, other than those relating to Taxes (which are the exclusive subject of Article X), is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third-Party Claim”), such Indemnified Party shall deliver to the Indemnifying Party promptly, but in no event more than ten thirty (1030) days following such Indemnified Party’s receipt of a Third-Party Claim, notify a written notice of claim specifying its good faith estimate of the Indemnifying U.S. dollar amount of such claim, to the extent then ascertainable (the “Claim Amount”), and describing in reasonable detail the basis upon which the Indemnified Party in writing asserts that such claim is required to be satisfied (the “Claim -76- Basis”) (such notice, a “Claim Notice”) and a copy of such Third-Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”); provided, however, provided that the failure to timely to or duly give a Claim Notice shall only affect the rights of an Indemnified Party hereunder only to the extent that such failure has a material prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect to such Third-Party Claim. The Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, promptly following the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third-Party Claim. (b) In the event that the Indemnifying Party notifies the Indemnified Party that it elects to defend the Indemnified Party against a Third-Party Claim, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings and shall have the sole power to direct and control such defense at its expense, it being understood that, by assuming the defense of a Third-Party Claim, the Indemnifying Party shall conclusively acknowledge and agree that it has an indemnity obligation with respect to such Third-Party Claim. Once the Indemnifying Party has made such election, the Indemnified Party shall have the right to participate in any such defense and to employ separate counsel of its choosing at such Indemnified Party’s expense; provided, however, that the Indemnifying Party shall bear the cost of the Indemnified Party’s separate counsel if in the reasonable opinion of counsel to the Indemnified Party an actual or a potential conflict exists between the Indemnified Party and the Indemnifying Party that makes such separate representation advisable and/or conduct of claim by the Indemnifying Party would compromise any legal privilege or similar doctrine with respect to the Indemnified Party or any of its Affiliates. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not be entitled to direct or assume control of the defense against a Third-Party Claim if (i) the claim for indemnification relates to or arises in connection with any criminal, civil or regulatory proceeding, action, indictment, allegation or investigation, (ii) the claim seeks an injunction or equitable relief against the Indemnified Party (or against the Company or any Company Subsidiary, if the Indemnified Party is a Buyer Indemnified Party), and/or (iii) the Third-Party Claim materially exceeds the balance of the Indemnifying Party’s indemnity obligations hereunder. If the Indemnifying Party assumes the defense of a Third-Party Claim, the Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise any Third-Party Claim if the terms of such settlement do not contain a release of the Indemnified Parties or would result in (i) the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the Indemnified Party, (ii) a finding or admission of a violation of Law by the Indemnified Party, or (iii) any monetary liability of the Indemnified Party that will not be paid or reimbursed by the Indemnifying Party. If the Indemnifying Party assumes the defense of a Third-Party Claim, the Indemnified Party shall not settle, compromise or discharge such Third-Party Claim without the Indemnifying Party’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned. (c) The Indemnified Party and the Indemnifying Party shall reasonably cooperate in order to ensure the proper and adequate defense of a Third-Party Claim, including by providing reasonable access to each other’s relevant books and records, and employees. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of books and records and information that are reasonably relevant to such Third-Party Claim, and making employees and Representatives available on a mutually convenient -77- basis during normal business hours to provide additional information and explanation of any material provided hereunder. The Indemnified Party and the Indemnifying Party shall use reasonable best efforts to avoid production of confidential information (consistent with applicable Law), and to cause all communications among employees, counsel and others representing any party to a Third-Party Claim to be made so as to preserve any applicable attorney-client or work-product privileges. SECTION 8.6. Direct Claim Indemnification Procedures. Each Indemnified Party may assert, in good faith, any bona fide claim on account of any Losses which do not result from a Third-Party Claim (a “Direct Claim”) by delivering to the Indemnifying Party reasonably promptly (and, in any event, no later than thirty (30) days (or such lesser number of days set forth in following the Indemnified Party’s determination to make a claim under this Article VIII) a Claim Notice as may be required by court proceeding in respect thereof; provided that the event of failure to timely or duly give a litigated matter) after receipt of the Claim Notice (shall only affect the “Notice Period”) to notify the rights of an Indemnified Party that it desires hereunder to assume the defense of extent such failure has a material prejudicial effect on the Indemnified defenses or other rights available to the Indemnifying Party against with respect to such Third-Party Direct Claim. SECTION 8.7.

Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which an indemnifying a party (in such capacity, an “Indemnifying PartyPerson”) may have liability to any Indemnified Party Person hereunder, other than those relating to Taxes (which are the exclusive subject of Article XSection 6.11), is asserted against or sought to be collected from any Indemnified Party Person by a third party (a “Third-Party Claim”), such Indemnified Party Person shall 50 promptly, but in no event more than ten (10) days following such Indemnified PartyPerson’s receipt of a Third-Party Claim, notify the Indemnifying Party in writing Person of such Third-Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Party Claim)ascertainable, any other remedy sought thereunder, any relevant time constraints relating thereto andthereto, a reasonably detailed explanation of the events giving rise to the extent practicable, such Third-Party Claim and any other material details pertaining thereto (a “Claim Notice”); provided, however, that the failure to timely to give a Claim Notice shall affect not relieve the rights Indemnifying Person of an Indemnified Party hereunder only its obligations hereunder, except to the extent that the Indemnifying Person shall have been actually and materially prejudiced by such failure has a material prejudicial effect on or as provided in Section 8.1. Thereafter, the defenses or other rights available Indemnified Person shall deliver to the Indemnifying Party with respect to such Third-Party Claim. The Indemnifying Party shall have thirty (30) days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify Person, promptly following the Indemnified Party that it desires to assume the defense Person’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party against such Person relating to the Third-Party Claim.

Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which an indemnifying party (an “Indemnifying Party”) may have liability to any Indemnified Party hereunder, other than those relating to Taxes (which are the exclusive subject of Article X), hereunder is asserted against or sought to be collected from any Indemnified Party by a third party Third Party (other than with respect to any Pending Dispute, which shall be subject to the provisions of Section 5.26 and Section 7.2(c), and any matters relating to the Designated Interests, which shall be subject to the provisions of Section 5.27 and Section 7.2(d), a “Third-Party Claim”), such Indemnified Party shall promptly, but in no event more than ten (10) days Business Days following such Indemnified Party’s receipt of a Third-Party Claim, notify the Indemnifying Party in writing of such Third-Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”); provided, however, provided that the failure timely to give a Claim Notice shall affect the rights of an Indemnified Party hereunder only to provide such notice in a timely manner shall not affect its rights to indemnification under this Article VII except to the extent that such failure has a material prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect to has been materially prejudiced by such Third-Party Claimfailure. The Indemnifying Party shall have thirty (30) days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding proceedings in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to assume the defense of defend the Indemnified Party against such Third-Party Claim.

Third-Party Claim Indemnification Procedures. (ai) In the event that any written claim or demand for which an indemnifying party (an “the Indemnifying Party”) Party may have liability to any Indemnified Party hereunder, other than those relating to Taxes (which are the exclusive subject of Article X), hereunder is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third-Party Claim”), such Indemnified Party shall promptly, but in no event more than ten (10) calendar days following such Indemnified Party’s receipt of a Third-Party Claim, notify the Indemnifying Party in writing of such Third-Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”); provided, however, that the failure timely to give a Claim Notice shall affect the rights of an Indemnified Party hereunder only to the extent that such failure has a material prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect to such Third-Party Claim. The Indemnifying Party shall have thirty (30) calendar days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to assume the defense of defend the Indemnified Party against such Third-Party Claim.

Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which an indemnifying party (an “Indemnifying Party”“) may have liability to any Indemnified Party hereunder, other than those relating to Taxes (which are the exclusive subject of Article X), Section 6.9) is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third-Third Party Claim”“), such Indemnified Party shall promptly, but in no event more than ten (10) days following such Indemnified Party’s receipt of a Third-Party Claim, promptly notify the Indemnifying Party in writing of such Third-Third Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Third Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”“); provided, however, that the failure to timely to give a Claim Notice shall affect the rights of an Indemnified Party hereunder only to the extent that such failure has a material prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect to such Third-Third Party Claim. The Indemnifying Party shall have thirty (30) 30 days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”“) to notify the Indemnified Party that it desires to assume the defense of defend the Indemnified Party against such Third-Third Party Claim with counsel approved by the Indemnified Party (which approval may not be unreasonably withheld, delayed or conditioned); it being understood that by assuming the defense of a Third Party Claim the Indemnifying Party shall conclusively acknowledge its obligation to indemnify the Indemnified Party with respect to all matters in such Third Party Claim, other than to the extent of any Losses caused by the bad faith act, willful misconduct, gross negligence or violation of the terms of this Agreement by the Indemnified Party or with respect to any and all Third Party Claims that are settled by the Indemnified Party without the prior written consent of the Indemnifying Party.

Third-Party Claim Indemnification Procedures. (a) In the event that If any written claim or demand for which an indemnifying party (an “Indemnifying Party”) Party may have liability to any Indemnified Party hereunder, other than those relating to Taxes (which are the exclusive subject of Article X), is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third-Party Claim”), such Indemnified Party shall promptly, but in no event more than ten (10) days following such Indemnified Party’s receipt of a Third-Party Claim, notify the Indemnifying Party in writing of such Third-Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Party Claim)ascertainable, any other remedy sought thereunder, any relevant time constraints relating thereto andthereto, a reasonably detailed explanation of the events giving rise to the extent practicable, such Third-Party Claim and any other material details pertaining thereto (a “Claim Notice”); provided, however, provided that the failure to timely to give a Claim Notice shall affect not relieve the rights Indemnifying Party of an Indemnified Party hereunder only its obligations hereunder, except to the extent that such failure has a material prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect to such Third-Party Claim. The Indemnifying Party shall have thirty (30) days (or been prejudiced by such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify failure. Thereafter, the Indemnified Party that it desires shall deliver to assume the defense Indemnifying Party, promptly following the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party against such relating to the Third-Party Claim.

Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which an indemnifying party (an “Indemnifying Party”) may have liability to any Indemnified Party hereunder, other than those relating to Taxes (which are the exclusive subject of Article X), hereunder is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third-Third Party Claim”), such Indemnified Party shall promptly, but in no event more than ten (10) days following such Indemnified Party’s receipt of a Third-Third Party Claim, notify the Indemnifying Party in writing of such Third-Third Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Third Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”); provided, however, that the failure timely to give a Claim Notice shall affect the rights of an Indemnified Party hereunder only to the extent that such failure has a material prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect to such Third-Third Party Claim. The Indemnifying Party shall have thirty (30) 30 days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to assume the defense of defend the Indemnified Party against such ThirdThird Party Claim unless the Indemnified Party has notified the Indemnifying Party in the Claim Notice that it has determined in good faith that there is a reasonable probability that such Third Party Claim may materially adversely affect it or its Affiliates other than as a result of monetary damages and the monetary component of the claim is not significant; it being understood that by assuming the defense of a Third Party Claim the Indemnifying Party shall conclusively acknowledge its obligation to indemnify the Indemnified Party with respect to all of such Third Party Claim. If the Indemnifying Party does not respond within such 30-day period (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter), the Indemnifying Party will be deemed to have accepted its obligation to indemnify the Indemnified Party with respect to all of such Third Party Claim.

Third-Party Claim Indemnification Procedures. (a) In Promptly after any Indemnified Person receives notice of the event that assertion or commencement, or reasonable expectation of an assertion or commencement, of any written claim or demand for Third-Party Claim against such Indemnified Person with respect to which an indemnifying party any Person obligated to provide indemnity under this Article VIII (Buyer on the one hand, and Seller on the other hand, each, an “Indemnifying PartyIndemnitor”) may have liability Liability to any Indemnified Party Person hereunder, other than those relating to Taxes (which are the exclusive subject of Article X), is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third-Party Claim”), such Indemnified Party Person shall promptlypromptly and, but in no event more than ten (10) days following such Indemnified PartyPerson’s receipt of a Third-Party Claim, notify provide written notice to the Indemnifying Party in writing Indemnitor of such Third-Party Claim, stating the nature, basis, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Party Claim)reasonably ascertainable, any other remedy sought thereunder, thereunder and any relevant time constraints relating thereto andthereto, to the extent practicableknown, any other material details pertaining thereto along with copies of the relevant documents evidencing such Third-Party Claim (a “Claim Notice”); provided, however, provided that the any delay or failure to timely to give a Claim Notice or otherwise comply with the foregoing shall only affect the rights of an Indemnified Party Person hereunder only to the extent that extent, if at all, such delay or failure has a material materially prejudicial effect on the defenses or other rights available to the Indemnifying Party Indemnitor with respect to such Third-Party ClaimClaim or the indemnification obligations are materially increased as a result of such delay or failure. The Indemnifying Party Indemnitor shall have thirty (30) days from receipt of a Claim Notice (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party Person that it desires to assume the defense of defend the Indemnified Party Person against such Third-Party Claim. Thereafter, the Indemnified Person shall deliver to the Indemnitor, promptly following the Indemnified Person’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Person relating to the Third-Party Claim.

Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which an indemnifying party (an “Indemnifying Party”) may have liability to any Indemnified Party hereunder, other than those relating to Taxes (which are the exclusive subject of Article X), hereunder is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third-Party Claim”), such Indemnified Party shall promptly, but in no event more than ten fifteen (1015) days following such Indemnified Party’s receipt of a Third-Party Claim, notify the Indemnifying Party in writing of such Third-Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”); provided, however, that the failure timely to give a Claim Notice shall affect the rights of an Indemnified Party hereunder only to the extent that such failure has a material prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect to such Third-Party Claim. The Indemnifying Party shall have thirty fifteen (3015) days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to assume the defense of defend the Indemnified Party against such Third-Party Claim.

Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which an indemnifying party (an “Indemnifying Party”) may have liability Liability to any Indemnified Party hereunder, other than those relating to Taxes (which are the exclusive subject of Article X), is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third-Third Party Claim”), such Indemnified Party shall promptly, but in no event more than ten (10) days following such Indemnified Party’s receipt of a Third-Party Claim, promptly notify the Indemnifying Party in writing of such Third-Third Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Party Claim)ascertainable, any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, and any other material details pertaining thereto (a “Claim Notice”); provided, however, that the failure timely to give a Claim Notice shall affect not relieve the rights Indemnifying Party of an any Liability that it may have to any Indemnified Party hereunder only except to the extent that such failure has a material prejudicial effect on the defenses or other rights available to the Indemnifying Party is prejudiced thereby. If the Indemnifying Party objects to or contests all or any part of the Third Party Claim, the Indemnified Party shall be free to seek enforcement of its rights to indemnification under this Agreement with respect to such Third-Third Party Claim. The Indemnifying Party shall have thirty (30) days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter) [***] after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to assume the defense of defend the Indemnified Party against such Third-Third Party Claim unless (i) the Third Party Claim has been brought or asserted by a Government Entity, (ii) there is a conflict of interest that would make it inappropriate (on advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, (iii) such 32 Third Party Claim relates to Taxes, or (iv) the Third Party claims seeks injunctive or equitable remedies other than monetary damages against the Indemnified Party, in which case the Indemnified Party may retain the exclusive right to defend, compromise or settle such Third Party Claim, but the Indemnifying Party will not be bound by any determination of any Third Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which an indemnifying party (an “"Indemnifying Party”") may have liability Liability to any indemnified party (an "Indemnified Party hereunder, other than those relating to Taxes (which are the exclusive subject of Article X), Party") hereunder is asserted against or sought to be collected from any Indemnified Party by a third party (a “"Third-Party Claim”"), such Indemnified Party shall promptly, promptly (but in no event more than ten twenty (1020) days Business Days following such Indemnified Party’s receipt of a Third-such Third Party Claim, ) notify the Indemnifying Party in writing of such Third-Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “"Claim Notice”"); provided, however, that the failure timely to give deliver a Claim Notice shall affect not relieve the rights Indemnifying Party of an Indemnified Party hereunder only its obligations hereunder, except to the extent that such failure has a material prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect is actually materially and adversely prejudiced by such failure to such Third-Party Claimdeliver a Claim Notice. The Indemnifying Party shall have thirty fifteen (3015) days Business Days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “"Notice Period”") to notify the Indemnified Party that it desires to assume the defense of defend the Indemnified Party against such Third-Party Claim (a "Defense Notice"). Notwithstanding the foregoing, the Indemnifying Party shall not have the right to assume the conduct and control of the settlement or defense of such Third-Party Claim, notwithstanding timely delivery of its Defense Notice pursuant to this Section 7.4 if the Third-Party Claim seeks an injunction or other equitable remedy or if the Indemnified Party shall have been advised by counsel that there are one or more legal or equitable defenses available to the Indemnified Party and, in the reasonable opinion of the Indemnified Party, counsel for the Indemnifying Party could not adequately represent the Indemnified Party's interests because they conflict with those of the Indemnifying Party.

Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which an indemnifying party (an “Indemnifying Party”) may have liability to any Indemnified Party hereunder, other than those relating to Taxes (which are the exclusive subject of Article X), hereunder is asserted against or sought to be collected from any Indemnified Party by a third party (other than a claim by a Taxing authority for Taxes) (a “Third-Party Claim”), such Indemnified Party shall promptly, but in no event more than ten thirty (1030) days following such Indemnified Party’s receipt of a Third-Party Claim, notify the Indemnifying Party in writing of such Third-Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”); provided, however, that the failure timely to give a Claim Notice shall affect the rights of an Indemnified Party hereunder only to the extent that such failure has a material prejudicial an adverse effect on the resolution of the Third-Party Claim or on the defenses or other rights available to the Indemnifying Party with respect to such Third-Party Claim. The Indemnifying Party shall have thirty (30) days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to assume the defense of defend the Indemnified Party against such Third-Party Claim. Notwithstanding anything to the contrary contained herein, to the extent that Buyer reasonably expects that the Losses resulting from a Third-Party Claim would not, when aggregated with all other Losses for which Seller has previously indemnified Buyer Indemnified Parties pursuant to this Agreement or would reasonably be expected to indemnify Buyer Indemnified Parties in the future (based on information available at such time), exceed the Indemnity Threshold, Buyer shall have the right to defend such Third-Party Claim and shall have the sole power to direct and control such defense.

Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which an indemnifying party (an “Indemnifying Party”) may have liability Liability to any Indemnified Party hereunderhereunder arises from the assertion in writing of any credible threat to initiate any Proceeding, other than those relating to Taxes or the commencement of any Proceeding, by a Person that is not a party hereto (which are the exclusive subject or an Affiliate of Article X), is asserted any such party) against or sought to be collected from any Indemnified Party by a third party (a “Third-Third Party Claim”), such Indemnified Party shall promptly, but in no event more than ten (10) days following such Indemnified Party’s receipt of a Third-Party Claim, promptly notify the Indemnifying Party in writing of such Third-Third Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Third Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”)) and shall provide a copy of such Claim Notice to the Escrow Agent; provided, however, that the failure timely to give a Claim Notice shall affect not relieve the rights Indemnifying Party of an any Liability that it may have to any Indemnified Party hereunder only Party, except to the extent that the Indemnifying Party demonstrates that such failure has a material prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect to such Third-Third Party Claim. The Indemnifying Party shall have a period of thirty (30) days within which to object to or contest such Third Party Claim; provided, however, that no action taken, or not taken, by the Indemnified Party with respect to or relating in any way to the Claim Notice, the Third Party Claim or the facts underlying such Third Party Claim prior to the expiration of such thirty (30) days period shall impact, reduce or otherwise harm such Indemnified Party’s right to indemnification pursuant to this Article VI. If the Indemnifying Party does not object to or contest such Third Party Claim within such thirty (30) day period, the Indemnifying Party will be deemed to have accepted the Third Party Claim and deemed to agree that the Indemnified Party is entitled to receive all or any portion of the requested Losses. If the Indemnifying Party (i) provides written notice to the Indemnified Party and the Escrow Agent that the Indemnifying Party agrees that the Indemnified Party is entitled to receive all or any portion of the requested Losses or (ii) the Indemnifying Party is deemed to have accepted a Third Party Claim pursuant to the preceding sentence, Parent, on behalf of the Sellers, and Swiss Buyer shall provide written notice to the Escrow Agent instructing the Escrow Agent to release any relevant amount of the Escrow Funds or Tooling Escrow Funds, as applicable, to Swiss Buyer. If the Indemnifying Party objects to or contests all or any part of the Third Party Claim, the Indemnified Party shall be free to seek enforcement of its rights to indemnification under this Agreement with respect to such Third Party Claim. The Indemnifying Party shall have thirty (30) days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party (with a copy of such notice to the Escrow Agent) that it desires to assume the defense of defend the Indemnified Party against such ThirdThird Party Claim unless (i) the Indemnified Party has notified the Indemnifying Party in the Claim Notice that it has determined in good faith that there is a reasonable probability that such Third Party Claim may materially and adversely affect it or its Affiliates other than as a result of monetary damages, (ii) the Third Party Claim has been brought or asserted by a Government Entity, or (iii) the Third Party Claim seeks or could, if resolved in the favor of the asserting or claiming party, reasonably be expected to result in the award or imposition of preliminary, temporary or permanent injunctive relief, specific performance, equitable relief or non-monetary damages, in which case the Indemnified Person may assume the exclusive right to defend, compromise or settle such Third Party Claim; it being understood that by assuming the defense of a Third Party Claim the Indemnifying Party shall conclusively acknowledge its obligation to indemnify the Indemnified Party with respect to all of such Third Party Claim and withdraws any prior objection to or contest of the Third Party Claim, if any.

Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which an indemnifying party (an “Indemnifying Party”) Party may have liability to any Indemnified Party hereunder, other than those relating to Taxes (which are the exclusive subject of Article X), hereunder is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third-Party Claim”), ) such Indemnified Party shall promptly, but in no event more than ten (10) days following such Indemnified Party’s receipt of a Third-Party Claim, notify the Indemnifying Party whom indemnification is sought in writing of such Third-Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”); provided. However, however, that the failure timely to give a Claim Notice shall prompt notice will not affect the rights or obligations of an Indemnified the Indemnifying Party hereunder except and only to the extent that that, as a result of such failure has a material prejudicial effect on the defenses or other rights available to failure, the Indemnifying Party with respect to such Third-Party Claimwas prejudiced. The Indemnifying Party shall have thirty (30) 15 days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matterany appropriate proceedings) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to assume the defense of defend the Indemnified Party against such Third-Party Claim. For purposes of this Article IX, any existing or future claims related to Taxes under Section 6.7 or the Retained Liabilities shall be subject to the same procedures as Third-Party Claims.

Third-Party Claim Indemnification Procedures. (a) In the event that any written Legal Proceeding is instituted or that any claim or demand is asserted by any third party for which an indemnifying party Buyer (in respect of claims made pursuant Section 9.2) or Seller and the Shareholder (in respect of claims made pursuant to Section 9.3) (an “Indemnifying Party”) may have liability to any a Person pursuant to this Article IX (an “Indemnified Party hereunderParty”) (such Legal Proceeding, other than those relating to Taxes (which are the exclusive subject of Article X)claim or demand, is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third-Third Party Claim”), such Indemnified Party shall will promptly, but in no event more than ten (10) 30 days following such Indemnified Party’s receipt of a Third-Third Party Claim, promptly notify the Indemnifying Party in writing of such Third-Third Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto Claim (a “Claim Notice”); provided, however, that the failure to timely to give a Claim Notice shall will affect the rights of an Indemnified Party hereunder only if and to the extent that such failure has a material an actual prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect to such Third-Third Party Claim. The Indemnifying Party shall will have thirty (30) 20 days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matterLegal Proceeding) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to assume the defense of defend the Indemnified Party against such Third-Third Party Claim, which may include a reservation of rights on behalf of the Indemnifying Party.

Third-Party Claim Indemnification Procedures. (a) In the event that Upon any written Indemnified Party’s receipt of notice of assertion of any claim or demand by a third party against an Indemnified Party for which an indemnifying party (an “Indemnifying Party”) Party may have liability to any Indemnified Party hereunder, other than those relating pursuant to Taxes (which are the exclusive subject of this Article X), is asserted against or sought to be collected from any Indemnified Party by a third party IX (a “Third-Party Claim”), such Indemnified Party shall promptly, but in no event more than ten (10) days following such Indemnified Party’s receipt of a Third-Party Claim, promptly notify the Indemnifying Party in writing of such Third-Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto Claim (a “Claim Notice”); provided, however, that the failure to timely to give a Claim Notice shall not affect the rights of an Indemnified Party hereunder only hereunder, except to the extent that such failure has a material prejudicial effect on materially prejudices the defenses Indemnifying Party’s defense of, or other rights available to the Indemnifying Party with respect to to, such Third-Party Claim. The Indemnifying Party shall have thirty (30) twenty days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding a Proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to assume the defense of defend the Indemnified Party against such Third-Party Claim; provided, however, that the Indemnifying Party shall not be entitled to assume or maintain control of the defense of any Third-Party Claim if (i) the Third-Party Claim is a criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnifying Party has failed to defend or is failing to defend in good faith the Third-Party Claim after receiving written notice from the Indemnified Party to the effect that the Indemnifying Party has so failed or is failing, (iii) either the HSW Stockholders’ Representative and a Discovery Indemnified Party are both named parties to the Proceedings or Discovery or any of its Affiliates and any Stockholder Indemnified Party are both named parties to the Proceedings, and in each case the Indemnified Party shall have concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, (iv) the relief sought in respect of the Third-Party Claim is non-monetary relief (other than a general boilerplate request for such other and further relief as the court deems just and proper), or (v) it is reasonably likely that the Losses arising from such Third-Party Claim will exceed the amount such Indemnified Party will be entitled to recover as a result of the limitations set forth in this Article IX.

Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which an indemnifying party (an “Indemnifying Party”) may have liability to any Indemnified Party hereunder, other than those relating to Taxes (which are the exclusive subject of Article X), hereunder is asserted against or sought to be collected from any Indemnified Party by a third party (other than those relating to Taxes, which are the subject of Section 7.8) (a “Third-Party Claim”), ) such Indemnified Party shall promptly, but in no event more than ten (10) days following such Indemnified Party’s receipt of a Third-Party Claim, notify the party or parties from whom indemnification is sought (collectively, the “Indemnifying Party Party”) in writing of such Third-Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”); provided. However, however, that the failure timely to give a Claim Notice shall prompt notice will not affect the rights or obligations of an Indemnified the Indemnifying Party hereunder except and only to the extent that that, as a result of such failure has a material prejudicial effect on the defenses or other rights available to failure, the Indemnifying Party with respect to such Third-Party Claimwas prejudiced. The Indemnifying Party shall have thirty (30) 15 days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding proceedings in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to assume the defense of defend the Indemnified Party against such Third-Party Claim. For purposes of this Article X, any existing or future claims related to the Retained Liabilities shall be subject to the same procedures as Third-Party Claims.

Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which an indemnifying party (an “Indemnifying Party”) may have liability to any party hereunder that may be entitled to such indemnification hereunder (an “Indemnified Party hereunderParty”), other than those relating to Taxes (which are the exclusive subject of Article X)Section 5.5, is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third-Party Claim”), such Indemnified Party shall promptly, but in no any event more than ten (10) days within 30 days’ following such Indemnified Party’s receipt of a Third-Party Claim, notify the Indemnifying Party in writing of such Third-Party Claim, describing in reasonable detail to the extent known the facts and circumstances with respect to the subject matter of such claim or demand, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Party Claim)thereunder, any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, and any other material details pertaining thereto (a “Claim Notice”)) ; providedprovided that, howeverwith respect to the Third Party Claims set forth on Section 7.4 of the Seller Disclosure Letter, that Buyer shall be deemed to have given such Claim Notice as of the Closing and Seller has elected to defend such Third Party Claims. The rights of any Indemnified Party to be indemnified hereunder shall not be adversely affected by its failure to timely to give a Claim Notice shall affect the rights of an Indemnified Party hereunder only with respect thereto except to the extent that such failure has a material prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect to such Third-Party Claimis materially prejudiced thereby. The Indemnifying Party shall have thirty (30) 30 days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to assume the defense of defend the Indemnified Party against such Third-Party Claim.

Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which an indemnifying party (an “Indemnifying Party”) may have liability to any Indemnified Party hereunder, other than those relating to Taxes (which are the exclusive subject of Article X), hereunder is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third-Party Claim”), such Indemnified Party shall promptly, but in no event more than ten (10) 30 days following such Indemnified Party’s receipt of a Third-Party Claim, notify the Indemnifying Party in writing of such Third-Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”); provided, however, that the failure timely to give a timely Claim Notice shall affect the rights of an Indemnified Party hereunder only to the extent that such failure has a material prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect to such Third-Party Claim. The Indemnifying Party shall have thirty (30) 30 days (or such lesser less number of days set forth in the Claim Notice as may be required by court proceeding Legal Proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to assume the defense of defend the Indemnified Party against such Third-Party Claim.

Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which an indemnifying party (an “Indemnifying Party”"INDEMNIFYING PARTY") may have liability to any Indemnified Party hereunder, other than those relating to Taxes (which are the exclusive subject of Article XSection 5.6), or Environmental Damages (which are the subject of Section 7.3), is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third-Party Claim”"THIRD PARTY CLAIM"), such Indemnified Party shall promptly, but in no event more than ten (10) days Business Days following such Indemnified Party’s 's receipt of a Third-Third Party Claim, notify the Indemnifying Party in writing of such Third-Third Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Third Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”"CLAIM NOTICE"); providedPROVIDED, howeverHOWEVER, that the failure timely to give a Claim Notice shall affect the rights of an Indemnified Party hereunder only to the extent that such failure has a material prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect to such Third-Third Party Claim. The Indemnifying Party shall have thirty (30) 30 days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”"NOTICE PERIOD") to notify the Indemnified Party that it desires to assume the defense of defend the Indemnified Party against such Third-Third Party Claim.