Common use of Direct Claims Clause in Contracts

Direct Claims. Any Claim by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof, and in any event within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18). If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim Action by an Indemnified Party for indemnification on account of a Loss which that does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereofthereof as promptly as reasonably practicable, and but in any event within not later than thirty (30) days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, obligations except and only to the extent that such failure causes the Indemnifying Party forfeits to forfeit rights or defenses by reason of such failuredefenses. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof thereof, and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access access, upon reasonable advance notice and upon reasonable terms and conditions, to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) day 30)-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim Action by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and but in any event within not later than thirty (30) calendar days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) calendar days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified PartyCompany’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) calendar day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim by an Indemnified Party If any claim for indemnification on account of hereunder involves a Loss which does not result from matter other than a Third Third-Party Claim (a “Direct Claim”) shall be asserted by ), the Indemnified Party giving shall promptly deliver a Claim Notice to an Indemnifying Party requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses. The failure by any Indemnified Party to notify the Indemnifying Party prompt written notice thereof, and in any event within thirty promptly (30) days after so long as a valid Claims Notice is given before the discovery by the Indemnified Party expiration of the circumstances giving rise to such Claim. The failure to give such prompt written notice applicable period set forth in Section 11.1) shall not, however, not relieve the Indemnifying Party of its indemnification obligationsfrom any liability that it may have to such Indemnified Party under Section 11.2, except and only to the extent that the Indemnifying Party forfeits rights or defenses has been materially prejudiced by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) 30 days after its receipt of such notice to respond in writing object to such Direct Claim. During Claim by delivery of a written notice of such thirty (30) day period, objection to the Indemnified Party specifying in reasonable detail the basis for such objection. No action shall allow be taken in respect of such Direct Claim by the Indemnified Party until the expiration of such 30-day response period; provided, however, that this limitation shall not apply to any action by the Indemnified Party seeking an injunction, a permanent or temporary restraining order or any other form of equitable relief. Failure to timely so object shall constitute a final and binding acceptance of the Direct Claim by the Indemnifying Party. If an objection is timely interposed by the Indemnifying Party, then the Indemnified Party and the Indemnifying Party shall negotiate in good faith for a period of 30 days from the date the Indemnified Party receives such objection (the “Negotiation Period”). After the Negotiation Period, if the Indemnifying Party and its Representatives to investigate the matter or circumstance alleged to give rise to Indemnified Party still cannot agree on the resolution of a Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or records) as either the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18). If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue may submit the dispute concerning such remedies Direct Claim for judicial resolution as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreementprovided in Section 13.10.

Direct Claims. Any Claim Proceeding initiated by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and but in any event within not later than thirty (30) days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) day 30)-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim claim by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (a “"Direct Claim”") shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof, and in any event within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty thirty-day (30) day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and the . The Indemnified Party shall assist the Indemnifying Party’s 's investigation by giving such reasonable information and assistance (including access to the Indemnified Party’s 's premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty thirty-day (30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim claim by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof, and in any event within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) 60 days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) 60-day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified PartyMarigold’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (request, provided that under no circumstances shall Indemnifying Parties have any right to receive, be granted access to, or otherwise be granted rights as to any communications, files, documents, records or accounts that, in the sole discretion of the Indemnified Parties, may be subject to the provisions of Section 5.18)attorney-client or other legal privileges. If the Indemnifying Party does not so respond within such thirty (30) 60-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim claim by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof, and in any event within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day-day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified PartyCompany’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) day 30)-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim claim by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and in any event within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party loses or forfeits rights or defenses by reason of such failurefailure or is otherwise materially prejudiced by such delay. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detaildetail and, to the extent reasonably available, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if to the extent reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) 30 days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) -day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, Claim and the Indemnified Party shall reasonably assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including reasonable access to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (in writing, so long as such access does not violate Applicable Law or any confidentiality obligations of the Indemnified Party and subject to maintaining any applicable privileges. All such access shall be granted during normal business hours and shall be granted under conditions which shall not unreasonably interfere with the provisions business and operations of Section 5.18)the such Indemnified Party. If the Indemnifying Party does not so respond within such thirty (30) -day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim by an Indemnified Party for indemnification on account In the event of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by , the Indemnified Party giving the Indemnifying Party prompt written notice thereof, and in any event within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after following its receipt of the relevant Claim Notice (or if the amount of the Claim was not determined at the time of the Claim Notice, the date on which amount of the Claim has been notified by the Indemnified Party) (the "Direct Claim Review Period") to make such notice investigation of the Claim as reasonably necessary to respond in writing to such Direct determine the validity of the Claim. During For the purpose of such thirty (30) day periodinvestigation, the Indemnified Party shall allow make available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate the Claim. If the Indemnified Party and its Representatives to investigate the matter Indemnifying Party agree at or circumstance alleged to give rise prior to the expiration of the Direct Claim Review Period (or any mutually agreed upon extension thereof) to the validity and amount of the claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim, in the event that only part of the amount of the Claim is in dispute, the Indemnifying Party shall immediately pay the full amount which is not in dispute. If the Indemnified Party and whether and the Indemnifying Party do not reach agreement on or prior to what extent any amount is payable the date of the expiration of the Direct Claim Review Period or if the Indemnifying Party notifies the Indemnified Party during the Direct Claim Review Period that it disputes its liability to the Indemnified Party in respect of the Direct underlying Claim, and setting forth the reasons for such objection, the Indemnified Party shall assist have one hundred eighty (180) days after the first to occur of (x) the expiration of the Direct Claim Review Period, and (y) the date it receives any such notification from the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access , to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or records) as commence arbitration proceedings against the Indemnifying Party or any as provided by Section 8.7 of its professional advisors may reasonably request (subject to the provisions of Section 5.18)this Agreement. If the Indemnifying Indemnified Party does not fails for any reason (other than impossibility at law) to so respond commence arbitration proceedings within such thirty one hundred eighty (30180) day period, such Direct Claim will be barred and the Indemnifying Indemnified Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free irrevocably waived its rights to pursue such remedies as may be available to any other claim against the Indemnified Indemnifying Party based on the terms and subject to the provisions of this Agreementsame facts, events or circumstances.

Direct Claims. Any Claim Action by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and but in any event within not later than thirty (30) days after the discovery by the Indemnified Party has actual knowledge of the circumstances giving rise to such Direct Claim. The failure of the Indemnified Party to give such reasonably prompt written notice of any Direct Claim shall notnot release, however, relieve waive or otherwise affect the Indemnifying Party of its indemnification obligationsParty’s obligations with respect thereto unless, except and only to the extent extent, that the Indemnifying Party forfeits rights or defenses by reason can demonstrate actual material loss and material prejudice as a result of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified PartyCompany’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected acknowledged and agreed to pay such claim in full and to have waived any right to dispute such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim Action by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and in any event within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that rights or defenses are forfeited by, or are unavailable to, the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such claim. If an Indemnifying Party delivers to the Indemnified Party a timely response notice, in which case or if the Indemnifying Party is otherwise deemed to have rejected such claim, then the Indemnifying Party and the Indemnified Party shall be free meet as promptly as practicable to pursue such remedies as may be available attempt to resolve the dispute. If the Indemnifying Party and the Indemnified Party on are unable to resolve the terms and subject dispute within twenty (20) days thereafter, then such parties may pursue all available legal remedies to the provisions of enforce their rights under this AgreementARTICLE VII.

Direct Claims. Any Claim claim by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim discussed in Section 6.5 (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof, and in any event within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failureis actually and materially prejudiced thereby. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, notify the Indemnified Party shall allow the Indemnifying Party and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent in writing of any amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access good faith objections it has to the Indemnified Party’s premises and personnel and notice or the right to examine and copy any accountsDirect Claim, documents or records) as setting forth in reasonable detail each of the Indemnifying Party or any of its professional advisors may reasonably request Party’s objections thereto (subject to the provisions of Section 5.18an “Objection Notice”). If the Indemnifying Party does not so respond deliver an Objection Notice within such thirty (30) day period, then the Indemnifying Party shall be deemed to have rejected accepted such claimDirect Claim, in which case the Indemnified Indemnifying Party shall be free to pursue such remedies as may be available promptly pay to the Indemnified Party on the terms full amount of Losses set forth in the Direct Claim notice. If the Indemnifying Party does deliver an Objection Notice within such thirty (30) day period, then the Indemnifying Party and subject the Indemnified Party shall, for a period of fifteen (15) days following the Indemnified Party’s receipt of an Objection Notice, reasonably cooperate and negotiate in good faith to reach a resolution of the disputed matters set forth in the Direct Claim notice, including the amount of Losses incurred by the Indemnified Party and indemnifiable by the Indemnifying Party, which Losses shall be paid by the Indemnifying Party to the provisions Indemnified Party promptly following the resolution of this Agreementsuch dispute. If a resolution is not reached between the Indemnifying Party and the Indemnified Party during such fifteen (15) day period, then the dispute may be resolved through Legal Proceedings brought by either party or by such other means as such parties mutually agree.

Direct Claims. Any Claim Action by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and but in any event within not later than thirty (30) days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure, or preclude the Indemnified Party from any indemnification which it may claim in accordance with this Article VIII. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim by In any case in which an Indemnified Party for seeks indemnification on account of a Loss hereunder which does is not result from a Third Party Claim subject to Section 9.2 because no Third-party Action is involved (a “Direct Claim”) shall be asserted by ), the Indemnified Party giving shall notify the Indemnifying Party prompt written notice thereofin writing of any Indemnified Costs which such Indemnified Party claims are subject to indemnification under the terms hereof. Subject to the limitations set forth in Section 9.4(a), and in any event within thirty (30) days after the discovery by failure of the Indemnified Party to exercise promptness in such notification shall not amount to a waiver of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except claim unless and only to the extent that the resulting delay materially and adversely prejudices the position of the Indemnifying Party forfeits rights or defenses by reason of with respect to such failureclaim. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss Indemnified Costs that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) 30 days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) -day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim by If an Amazon Indemnified Party for seeks indemnification on account of a Loss under Section 7.14(a) with respect to any matter which does not result involve a Tax Matter covered under Section 7.15(d)(i), the Amazon Indemnified Party shall deliver an Indemnity Notice to the Designated Sellers as soon as reasonably practicable after discovering the Tax, liability, obligation or facts giving rise to such claim for indemnification. Such Indemnity Notice shall describe the nature of the claim in reasonable detail, the amount thereof (if known and quantifiable) and the basis thereof; provided that any failure to so notify or any delay in notifying the Designated Sellers shall not relieve the Designated Sellers of their obligations hereunder. If the Designated Sellers do not notify the Amazon Indemnified Party in writing within thirty (30) days from a Third Party Claim their receipt of the Indemnity Notice that the Designated Sellers dispute such claim (a “Direct ClaimDispute”) ), the Designated Sellers shall be asserted by deemed to have accepted and agreed to indemnify the Amazon Indemnified Party giving from and against the Indemnifying entirety of any Losses described in the Indemnity Notice. If the Designated Sellers have delivered a Dispute to the Amazon Indemnified Party, the Designated Sellers and the Amazon Indemnified Party prompt written notice thereof, shall proceed in good faith to negotiate a resolution to such Dispute. If the Designated Sellers and in any event the Amazon Indemnified Party cannot resolve such Dispute within thirty (30) days after the discovery by the Indemnified Party delivery of the circumstances giving rise Dispute, and such Dispute does not involve a claim with respect to Section 7.14(a)(ix) such ClaimDispute shall be resolved by an internationally recognized accounting firm (the “Accounting Firm”) mutually agreeable between the Designated Sellers and the Amazon Indemnified Parties. The failure If the Designated Sellers and Amazon are unable to give select such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, accounting firm within ten (10) days of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt end of such notice to respond in writing to such Direct Claim. During such thirty (30) day 30)-day period, either Party may request the Indemnified Party shall allow the Indemnifying Party American Arbitration Association (or other equivalent organization) to appoint, within ten (10) days of such request, a partner in an independent, nationally recognized accounting firm who is a certified public accountant, independent and its Representatives to investigate the matter or circumstance alleged to give rise impartial, with significant experience related to the Direct Claim, and whether and to what extent any amount is payable in respect subject-matter of the Direct Claim, dispute. The Accounting Firm shall act as an arbitrator and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access determine only those issues still in dispute with respect to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject Dispute. The Accounting Firm shall deliver to the provisions Designated Sellers and Amazon as promptly as practicable a written award setting forth its determination. The decision of Section 5.18). If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party Accounting Firm shall be deemed to have rejected such claim, in which case the Indemnified Party final and binding and shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to in accordance with the provisions of this AgreementSection 7.14(h) and Section 10.11. The fees and expenses of the Accounting Firm relating to any dispute shall be paid proportionally by Amazon, on the one hand, and the Designated Sellers, on the other hand, in accordance with the findings of the proportionate determination of the Accounting Firm with respect to the claims of the Amazon Indemnified Party and the Designated Sellers in the Dispute such that the party losing such dispute (whether Amazon or the Designated Sellers) shall pay proportionally more of the applicable fees and expenses relative to the other party.

Direct Claims. Any Claim claim by an Indemnified Party for indemnification on account of other than indemnification against a Loss which does not result from a Third Party Claim third party pursuant to Section 9.02 above (a “Direct Claim”), claims for enforcement of violations for which the enforcement provisions of the Confidentiality Agreement shall apply) and claims for violation of any provision of Exhibit A (which shall be enforced pursuant to the terms of the Exclusivity Conditions), will be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof, and in any event within the Indemnifying Party will have a period of thirty (30) calendar days after (the discovery by the Indemnified Party of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30“Response Period”) days after its receipt of such notice within which to respond in writing to such Direct Claim. During such thirty (30) day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18). If the Indemnifying Party does not respond (or does so respond but does not agree to pay such Direct Claim in full) within such thirty (30) day periodthe Response Period, the Indemnifying Party shall will be deemed to have rejected such claim, in which case and the Indemnifying Party or the Indemnified Party may refer such dispute to arbitration by written notice to the other party within ten (10) days after the expiration of the Response Period (the “Arbitration Referral Period”). Subject to the last sentence hereof, if the matter is referred to arbitration within the Arbitration Referral Period, arbitration of such matter shall be mandatory in accordance with this Section 9.03 and each party shall select an arbitrator and the two so selected shall agree on a third arbitrator from a panel of arbitrators selected by the American Arbitration Association. In default of a party’s selection of an arbitrator as required, the American Arbitration Association may select the arbitrator of the non-selecting party. The arbitration shall be pursuant to the Rules of the American Arbitration Association and shall be conducted in Los Angeles, California. Judgment upon any resulting arbitration award may be entered in any court of competent jurisdiction. As part of such award, the arbitrators shall establish their fees and expenses in connection therewith and allocate such fees and expenses between the parties, who shall promptly pay their allocable shares. Any award shall be a conclusive determination of the matter, and may be confirmed or enforced by either party in any court of competent jurisdiction by the filing of an appropriate action, and each party shall be deemed to have conclusively waived any and all defenses against enforcement. If neither party properly refers the matter to arbitration prior to the expiration of the Arbitration Referral Period, or to the extent a party hereto seeks equitable remedies or an injunction, then the Indemnified Party will be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreementat law or in equity.

Direct Claims. Any Claim Action by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereofof the Direct Claim, and but in any event within thirty (30) not later than 30 days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such the prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except if the right to indemnification shall have expired, and except only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such the failure. Such The notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) 30 days after its receipt of such the notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable the information and assistance (including access to the Indemnified PartyCPBR’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) the 30 day period, the Indemnifying Party shall be deemed to have rejected such the claim, in which case the Indemnified Party shall be free to pursue such the remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim Action by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and but in any event within not later than thirty (30) days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failurefailure or is materially prejudiced thereby. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18)in writing. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim by In the event an Indemnified Party for indemnification on account of claims a Loss which does not result from right to payment pursuant to a this Agreement, other than pursuant to a Third Party Claim (a “Direct Claim”) shall be asserted by the in accordance with Section 8.6(A), such Indemnified Party giving will send prompt written notice of such claim to the appropriate Indemnifying Party. The failure by any Indemnified Party so to notify the Indemnifying Party prompt written notice thereof, and in any event within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall not, however, will not relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that of any actual prejudice suffered by the Indemnifying Party forfeits rights or defenses by reason as a direct result of such failure. Such notice by the The Indemnified Party shall must describe the Direct Claim claim in reasonable detail, shall include copies of all material written evidence thereof detail and shall indicate the estimated amount, if reasonably practicabledeterminable, of the Loss that has been or may be sustained by the Indemnified Party. The In the event the Indemnifying Party shall have thirty (30) does not notify the Indemnified Party within 30 days after following its receipt of such notice that the Indemnifying Party disputes its Liability to respond in writing to such Direct Claim. During such thirty (30) day period, the Indemnified Party shall allow under this Article VIII or the Indemnifying Party and its Representatives to investigate amount thereof, the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and claim specified by the Indemnified Party shall assist the Indemnifying Party’s investigation by giving in such reasonable information and assistance (including access to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request notice will be (subject to the provisions limitations provided in this Article VIII) conclusively deemed a Buyer Loss or Seller Loss (as the case may be) of Section 5.18)the Indemnifying Party under this Article VIII, and the Indemnifying Party will (subject to the limitations provided in this Article VIII,) pay the amount of such Buyer Loss or Seller Loss (as the case may be) to the Indemnified Party owed pursuant to this Article VIII to the Indemnified Party on demand or, in the case of any notice in which the amount of Buyer Loss or Seller Loss (as the case may be) (or any portion of the claim) is estimated, on such later date when the amount of such Buyer Loss or Seller Loss (as the case may be) to the Indemnified Party owed pursuant to this Article VIII becomes finally determined. If the Indemnifying Party does not so respond has timely disputed its liability with respect to such Buyer Loss or Seller Loss (as the case may be) or the amount thereof as provided above, as promptly as possible, such Indemnified Party and the appropriate Indemnifying Party will establish the merits and amount of such claim (by mutual agreement, litigation, arbitration or otherwise) and, within five (5) Business Days following the final non-appealable determination of the merits and amount of such thirty (30) day periodclaim, the Indemnifying Party shall be deemed will pay (subject to have rejected such claim, the limitations provided in which case the Indemnified Party shall be free to pursue such remedies as may be available this Article VIII) to the Indemnified Party on in immediately available funds an amount equal to the portion of such claim that is determined to be owed pursuant to the Indemnified Party to the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim claim by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and thereof in any event within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving rise to such Claima Claim Certificate. The failure to give provide such prompt written notice Claim Certificate shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failurefailure or is materially prejudiced thereby. Such notice by In the event that the Indemnifying Party objects to the indemnification of an Indemnified Party shall describe in respect of any claim or claims specified in any Claim Certificate, the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have shall, within thirty (30) days after its receipt by the Indemnifying Party of such Claim Certificate, deliver to the Indemnified Party a notice to respond such effect, specifying in writing reasonable detail the basis for such objection, and the Indemnifying Party and the Indemnified Party shall, within the sixty (60) day period beginning on the date of receipt by the Indemnified Party of such objection, attempt in good faith to agree upon the rights of the respective parties with respect to each of such Direct Claimclaims to which the Indemnifying Party shall have so objected. During such thirty sixty (3060) day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’s premises and personnel and the right to examine and a copy of any accounts, documents or records) as the Indemnifying Party or any of its professional advisors Representatives may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnified Party and the Indemnifying Party does not so respond shall succeed in reaching agreement on their respective rights with respect to any of such claims, the Indemnified Party and the Indemnifying Party shall promptly prepare and sign a memorandum setting forth such agreement. Should the Indemnified Party and the Indemnifying Party be unable to agree as to any particular item or items or amount or amounts within such thirty time period, then the Indemnified Party shall be permitted to submit such dispute to the courts set forth in Section 10.08. Claims for Losses (30i) day periodspecified in any Claim Certificate to which an Indemnifying Party claims for Losses covered by a memorandum of agreement of the nature described above and (ii) the validity and amount of which have been the subject of judicial determination as described above and in Section 10.08 or shall have been settled with the consent of the Indemnified Party, as described in Section 7.05(b) are hereinafter referred to, collectively, as “Agreed Claims”. Within ten (10) Business Days of the final determination of the amount of any Agreed Claim, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available pay to the Indemnified Party on the terms and subject an amount equal to the provisions of this AgreementAgreed Claim by wire transfer in immediately available funds to the bank account or accounts designated by the Indemnified Party in a notice to the Indemnifying Party not less than two (2) Business Days prior to such payment.

Direct Claims. Any Claim Action by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and but in any event within not later than thirty (30) days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim by an Indemnified Party Whenever any claim shall arise for indemnification on account of a Loss which does hereunder not result arising from a Third Party Claim Action (a “Direct Claim”), the party or parties entitled to indemnification (the “Indemnified Party”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt promptly provide written notice thereofof such Direct Claim (a “Direct Claim Notice”) and the amount of such claim to the extent known (the “Claimed Amount”) to the Party against whom such indemnification is sought (the “Indemnifying Party”) (but notwithstanding anything herein to the contrary, and in any event within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving rise to discovering such Claim. The failure to give such prompt written notice shall notindemnifiable claim); provided, however, relieve that the failure to promptly provide a Direct Claim Notice shall not affect the indemnification obligations of an Indemnifying Party of its indemnification obligationsunder this Agreement, except and only to the extent that the such Indemnifying Party forfeits rights or defenses is materially prejudiced by reason of such failure. Such notice by With respect to a Direct Claim, the Indemnified Party Direct Claim Notice shall describe the Direct Claim in reasonable detaildetail based on the facts then known and the provisions of this Agreement upon which such claim is based. Within thirty days after receipt of a Direct Claim Notice, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty will deliver a response in which it will: (30i) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, agree that the Indemnified Party shall allow is entitled to receive all of the Claimed Amount, (ii) agree that the Indemnified Party is entitled to receive an agreed amount that is less than the Claimed Amount, or (iii) dispute that the Indemnified Party is entitled to receive all of the Claimed Amount. If no response is delivered by the Indemnifying Party and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18). If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected agreed that all of the Claimed Amount is owed to the Indemnified Party. Acceptance by the Indemnified Party of partial payment of any Claimed Amount shall be without prejudice to the Indemnified Party’s right to claim the balance of any such claimClaimed Amount in accordance with the terms of this Agreement. Any dispute over any Direct Claim Notice or all or any portion of a Claimed Amount (“Disputed Amounts”) will be resolved in accordance with Section 10.08. For purposes of investigating any Direct Claim, in which case the Indemnified Party shall be free to pursue such remedies as may be make available to the Indemnifying Party the information relied upon by the Indemnified Party on to substantiate the terms and subject Direct Claim, together with such other information as the Indemnifying Party may reasonably request, including (to the provisions of this Agreementextent applicable) reasonable access to any physical premises owned or leased by, equipment or other tangible property owned or leased by the Indemnified Party that is the subject of, or otherwise relevant to, the Direct Claim.

Direct Claims. Any Claim Action by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and but in any event within not later than thirty (30) days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failurefailure or is otherwise materially prejudiced thereby. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or recordsrecords during normal business hours and in a manner that would not be reasonably expected to interfere with the Indemnified Party’s business operations) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) day 30)-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim Action by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and in any event within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, amount of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) 20 calendar days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Partyan Acquired Company’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) 20 calendar day period, the Indemnifying Party shall be deemed to have rejected accepted such claim. If the Indemnifying Party rejects such claim, it shall, within such 20 calendar day period, notify the Indemnified Party in which case writing of its rejection, specifying with particularity the factual or legal basis therefor. If a notice of rejection shall be duly delivered, the Indemnified Party and the Indemnifying Party shall negotiate in good faith and use their reasonable best efforts to resolve the claim. If the Indemnified Party and the Indemnifying Party are unable to reach such agreement within ten calendar days after receipt by Indemnified Party of the rejection notice, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim claim by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (a “"Direct Claim”") shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof, and in any event within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day 30)-day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, Claim and the Indemnified Party shall assist the Indemnifying Party’s 's investigation by giving such reasonable information and assistance (including access to the Indemnified Party’s 's premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within objects to the indemnification of an Indemnified Party in respect of any Direct Claim specified in such thirty (30) day periodnotice, the Indemnifying Party shall be deemed deliver a written notice to have rejected such claimeffect to the Indemnified Party within 30 days after receipt by the Indemnifying Party of such notice. Thereafter, the Indemnifying Party and the Indemnified Party shall attempt in good faith to agree upon the rights of the respective parties within 30 days of receipt of such notice with respect to each of such claims to which case the Indemnifying Party has objected. If the Indemnified Party and the Indemnifying Party agree with respect to any of such claims, the Indemnified Party and the Indemnifying Party shall promptly prepare and sign a memorandum setting forth such agreement. Should the Indemnified Party and the Indemnifying Party fail to agree as to any particular item or items or amount or amounts, then the Indemnified Party shall be free entitled to pursue its available remedies for resolving its claim for indemnification. In addition to and not in limitation of any other remedies available to Purchaser, upon notice to Seller, specifying in reasonable detail the basis for such setoff, Purchaser may set off any amount to which it may be entitled from Seller under this Article 7 or otherwise against any amounts owed to Seller whether under this Agreement or any other agreement or arrangement. The exercise of such right of setoff by Purchaser in good faith, whether or not ultimately determined to be justified, will not constitute a breach, default or event of default under this Agreement or any other agreement to which Purchaser is a signatory. Neither the exercise of, nor the failure to exercise, such right to setoff will constitute an election of remedies as or limit Purchaser in any manner in the enforcement of any other remedies that may be available to the Indemnified Party on the terms and subject to the provisions of this Agreementit.

Direct Claims. Any Claim by an In the event any Indemnified Party has a claim with respect to a matter for indemnification on account of a Loss which such Indemnified Party is indemnified under this Article X that does not result from involve a Third Third-Party Claim being asserted against or sought to be collected from such Indemnified Party (a “Direct Claim”) ), the Indemnified Party shall be asserted as soon as practicable notify the Indemnifying Party in writing, indicating the nature of such Direct Claim and the basis therefor; provided, however, that any delay or failure by the Indemnified Party giving to give notice to the Indemnifying Party prompt written notice thereof, and in any event within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and obligations hereunder only to the extent extent, if at all, that the Indemnifying Party forfeits rights or defenses it is prejudiced by reason of such delay or failure. Such written notice by the Indemnified Party shall (i) describe the such Direct Claim in reasonable detaildetail including the sections of this Agreement which form the basis for such Direct Claim; provided that the failure to identify a particular section in such notice shall not preclude the Indemnified Party from subsequently identifying such section as a basis for such claim, shall include (ii) attach copies of all material substantive written evidence thereof and shall indicate the estimated amount(iii) if possible, if reasonably practicable, set forth an estimate of the Loss amount of Losses that has have been or may be sustained by the an Indemnified Party. ; provided that such estimate shall not be binding or used in place of the actual amount of Losses subject to this Article X. The Indemnifying Party shall have thirty sixty (3060) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty sixty (30) day 60)-day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including reasonable access to the books, records and personnel of such Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or recordsif applicable) as the Indemnifying Party or any of its professional advisors Representatives may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within sixty (60) days of the receipt of notice from the Indemnified Party of such thirty Direct Claim (30) day periodor if in its response it disputes such Direct Claim), the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim Action by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereofof the Direct Claim, and but in any event within not later than thirty (30) days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such the prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except if the right to indemnification shall have expired, and except only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such the failure. Such The notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) 30 days after its receipt of such the notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable the information and assistance (including access to the Indemnified PartyViagoo’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) the 30 day period, the Indemnifying Party shall be deemed to have rejected such the claim, in which case the Indemnified Party shall be free to pursue such the remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any A Direct Claim by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and but in any event within not later than thirty (30) days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) day period, or, if the Indemnifying Party responds within such thirty (30) day period but denies or rejects that it or s/he owes any indemnification obligations with respect to the Direct Claim, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim by an In order to seek indemnification against a party to this Agreement or one of its Affiliates under this Article IX or Section 10.1(c), the Party claiming indemnification (the “Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim Party”) shall deliver notice (a “Direct ClaimClaims Notice”) to the Party from whom the indemnification is sought (the “Indemnifying Party”) (which notice, if sent by Buyer, shall be asserted by sent to the Indemnified Party giving Seller 57 and shall also be sent to the Indemnifying Party prompt written notice thereof, and in any event within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving rise to such ClaimEscrow Agent). The failure to give such a prompt written notice Claims Notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights any material right or defenses defense by reason of such failure. Such notice by the Indemnified Party Claims Notice shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof detail and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) 30 days after its receipt of such notice the Claims Notice to respond in writing to such Direct ClaimClaim (an “Objection Notice”). During such thirty (30) -day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, Claim and the Indemnified Party shall assist reasonably cooperate with the Indemnifying Party’s investigation by giving such reasonable necessary information and assistance reasonable assistance, at the Indemnifying Party’s expense (including access to the Indemnified PartyBuyer’s, Seller’s and Company’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18). If the Indemnifying Party does not so respond within such thirty delivers an Objection Notice prior to 11:59 p.m. (30ET) on the thirtieth (30th) day periodafter the Indemnifying Party’s receipt of the Claims Notice, then no payment shall be made under this Section 9.2(c)(i) until such claim shall have been resolved. If the Indemnifying Party fails to deliver an Objection notice prior to 11:59 p.m. (ET) on the thirtieth (30th) day following the Indemnifying Party’s receipt of the Claim Notice, then the Indemnifying Party shall be conclusively and irrevocably deemed to have rejected accepted such claimDirect Claim and within three (3) Business Days thereafter (i) if the Indemnifying Party is the Seller, then the Seller and Buyer shall deliver to the Escrow Agent an instruction directing the Escrow Agent to deliver to Buyer (or its designee) from the Indemnification Escrow Amount an amount equal to the Losses set forth in such Claim Notice, and (ii) if the Indemnifying Party is Buyer, then Buyer shall pay to the Seller (or its designee) by wire transfer of immediate funds the amount in such Claims Notice. Notwithstanding the foregoing, if an Indemnifying Party fails to deliver an Objection Notice with respect to a Claims Notice involving (i) the breach of a Fundamental Representation, (ii) a claim for Actual Fraud in the making of the representations and warranties in this Agreement or in any other Transaction Document, or (iii) a claim arising from the breach of any covenant or agreement to be performed by a Party pursuant to this Agreement or the other Transaction Documents, then claims relating thereto shall be deemed to have been rejected, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions conditions of this Agreement.

Direct Claims. Any Claim Action by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and but in any event within not later than thirty (30) days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party is prejudiced or forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim by an Indemnified Party for indemnification on account of If any indemnified party should have a Loss which claim against any indemnifying party under Section 10.01, 10.02 or 10.09 that does not result from involve a Third Party Claim being asserted against or sought to be collected from such indemnified party (any such claim, a “Direct Claim”) ), the indemnified party shall be asserted by deliver notice of such Direct Claim promptly following its discovery of such matter, with such notice stating in reasonable detail the Indemnified Party giving nature, basis and amount thereof (to the Indemnifying Party prompt written notice thereofextent then known), along with copies of the relevant documents evidencing such matter, if any, and in any event within thirty (30) days after the discovery by basis for indemnification sought; provided that the Indemnified Party of the circumstances giving rise to such Claim. The failure to give such prompt written notice notification shall not, however, relieve not affect the Indemnifying Party of its indemnification obligations, provided under this Agreement except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason indemnifying party shall have been adversely prejudiced as a result of such failure. Such notice by If the Indemnified Party shall describe indemnifying party does not notify the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) indemnified party within 30 calendar days after following its receipt of such notice that the indemnifying party disputes its liability to respond in writing to the indemnified party under Section 10.01, 10.02 or 10.09, as the case may be, such Direct Claim. During Claim specified in such thirty (30) day periodnotice shall be conclusively deemed a liability of the indemnifying party under Section 10.01, 10.02 or 10.09, as the Indemnified Party shall allow case may be, and the Indemnifying Party indemnifying party shall, subject to Sections 10.10 and its Representatives to investigate 10.11, pay the matter or circumstance alleged to give rise amount of such liability to the Direct Claimindemnified party on demand or, and whether and to what extent in the case of any notice in which the amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance Claim (including access to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any portion thereof) is estimated, on such later date when the amount of such Direct Claim (or such portion thereof) becomes finally determined (provided that the indemnifying party shall have 30 calendar days following its professional advisors may reasonably request (subject receipt of such final determination to dispute the provisions amount of Section 5.18such final determination). If the Indemnifying Party does not so respond within indemnifying party has timely disputed its liability with respect to such thirty (30) day periodDirect Claim as provided above, the Indemnifying Party Purchaser, on the one hand, and the Seller, on the other hand, shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be deemed to have rejected such claim, resolved by litigation in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions an appropriate court of this Agreementcompetent jurisdiction.

Direct Claims. Any Claim claim by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof, and in any event within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including including, subject to applicable Law, access to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Within 30 days after delivery of a Claim by an Indemnified Party Notice relating to a claim for indemnification on account of a Loss which does not result from other than a Third Party Claim (a “Direct Claim”) shall be asserted by , the Indemnifying Party will deliver to the Indemnified Party giving a written response in which the Indemnifying Party prompt written notice thereof, and in any event within thirty will either: (30i) days after the discovery by agree that the Indemnified Party is entitled to indemnification for all of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall not, however, relieve Losses at issue in the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights Claim Notice; or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30ii) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to dispute the Indemnified Party’s premises entitlement to indemnification by delivering to the Indemnified Party a written notice (an “Objection Notice”) setting forth in reasonable detail each disputed item, the basis for each such disputed item and personnel and setting forth any items in the right to examine and copy any accounts, documents or records) as Claim Notice with which the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18)agrees. If the Indemnifying Party does not so respond fails to take either of the foregoing actions within such thirty (30) day period30 days after delivery of the Claim Notice, then the Indemnifying Party shall will be deemed to have rejected such claim, irrevocably accepted the Claim Notice and the Indemnifying Party will be deemed to have irrevocably agreed to pay the Losses at issue in which case the Indemnified Claim Notice. If the Indemnifying Party shall be free to pursue such remedies as may be available delivers an Objection Notice to the Indemnified Party on within 30 days after delivery of the terms and subject to Claim Notice, then the dispute may be resolved by any legally available means consistent with the provisions of this Agreement. For the avoidance of doubt, any item or amount set forth in a Claim Notice that is not disputed in the Objection Notice will be deemed to be final, binding and conclusive upon the Parties from and after such time as the Objection Notice is delivered.

Direct Claims. Any Claim by an In any case in which a Buyer Indemnified Party for seeks indemnification on account hereunder which is not subject to Section 7.2, the Buyer Indemnified Party will notify the Sellers’ Representative or the applicable Company Seller, as the case may be, in writing of a Loss any Losses which such Buyer Indemnified Party claims are subject to indemnification under the terms hereof. Such notification must state in reasonable detail, to the extent such information is reasonably available, the nature, amount and circumstances of such claim, and be accompanied by any other documentation or information reasonably required by the Sellers’ Representative or the applicable Company Seller, as the case may be, to evaluate the claim. Subject to the limitations set forth in this Article VII, if the Sellers’ Representative or the applicable Company Seller, as the case may be, does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by notify the Buyer Indemnified Party giving the Indemnifying Party prompt written notice thereof, and in any event writing within thirty (30) days after the discovery by the Indemnified Party receipt of the circumstances giving rise to written notification that the Sellers’ Representative or the applicable Company Seller, as the case may be, disputes all or any portion of such Claim. The failure to give claim, the amount of such prompt written notice undisputed claim shall not, however, relieve be conclusively deemed a liability of the Indemnifying Party of its indemnification obligations, except and only hereunder (subject to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failurelimitations on liability set forth in Section 7.5 hereof). Such notice In case an objection is made in writing by the Sellers’ Representative or the applicable Company Seller, as the case may be, within such thirty (30)-day period, the Buyer Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing a written statement to such Direct Claimthe objection. During such If the Buyer Indemnified Party so responds, or the time to respond has expired, and there remains a dispute as to any claim, the Buyer Indemnified Party and the Sellers’ Representative or the applicable Company Seller, as the case may be, shall attempt in good faith for thirty (30) day period, days to agree upon the Indemnified Party shall allow the Indemnifying Party and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect rights of the Direct Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving respective parties with respect to each such reasonable information and assistance (including access to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18)claim. If the Indemnifying Buyer Indemnified Party does and the Sellers’ Representative or the applicable Company Seller, as the case may be, do not so respond agree within such thirty (30) day 30)-day period, each of the Indemnifying Party shall be deemed to have rejected such claim, in which case the Buyer Indemnified Party shall be free to pursue and the Sellers’ Representative or the applicable Company Seller, as the case may be, may take such actions and assert such rights, remedies and defenses as may then be available to the Indemnified Party on it under the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim claim by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and thereof in any event within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving rise to such Claima Claim Certificate. The failure to give provide such prompt written notice Claim Certificate shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failurefailure or is materially prejudiced thereby. Such notice by In the event that the Indemnifying Party objects to the indemnification of an Indemnified Party shall describe in respect of any claim or claims specified in any Claim Certificate, the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have shall, within thirty (30) days after its receipt by the Indemnifying Party of such Claim Certificate, deliver to the Indemnified Party a notice to respond such effect, specifying in writing reasonable detail the basis for such objection, and the Indemnifying Party and the Indemnified Party shall, within the sixty (60) day period beginning on the date of receipt by the Indemnified Party of such objection, attempt in good faith to agree upon the rights of the respective parties with respect to each of such Direct Claimclaims to which the Indemnifying Party shall have so objected. During such thirty sixty (3060) day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’s premises and personnel and the right to examine and a copy of any accounts, documents or records) as the Indemnifying Party or any of its professional advisors Representatives may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnified Party and the Indemnifying Party does not so respond shall succeed in reaching agreement on their respective rights with respect to any of such claims, the Indemnified Party and the Indemnifying Party shall promptly prepare and sign a memorandum setting forth such agreement. Should the Indemnified Party and the Indemnifying Party be unable to agree as to any particular item or items or amount or amounts within such time period, then the Indemnified Party shall be permitted to submit such dispute to the courts set forth in Section 8.09. Claims for Losses specified in any Claim Certificate to which an Indemnifying Party shall not object in writing within thirty (30) day perioddays of receipt of such Claim Certificate, claims for Losses covered by a memorandum of agreement of the nature described above and claims for Losses the validity and amount of which have been the subject of judicial determination as described above and in Section 8.09 or shall have been settled with the consent of the Indemnified Party, as described in Section 7.05(b) are hereinafter referred to, collectively, as “Agreed Claims”. Within ten (10) Business Days of the determination of the amount of any Agreed Claim, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available pay to the Indemnified Party on the terms and subject an amount equal to the provisions of this AgreementAgreed Claim by wire transfer in immediately available funds to the bank account or accounts designated by the Indemnified Party in a notice to the Indemnifying Party not less than two (2) Business Days prior to such payment.

Direct Claims. Any Claim by If an Indemnified Party believes in good faith that it is entitled to indemnification from the Indemnifying Party for indemnification on account of a Loss which does not result from a Losses unrelated to Third Party Claim Claims (a “Direct Claim”) shall be asserted by ), the Indemnified Party giving shall notify the Indemnifying Party prompt written notice thereofthereof in accordance with Section 9.1(f). If the Indemnifying Party disputes the Direct Claim, and in any event within thirty (30) days after the discovery by Indemnifying Party shall notify the Indemnified Party of such disagreement within 30 days after receiving the circumstances giving rise to such ClaimIndemnified Party’s notice of a claim. The failure to give such prompt written notice shall notThereupon, however, relieve the Indemnified Party and the Indemnifying Party will, during the 30 day period following delivery of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason Party’s notice of such failure. Such notice by the Indemnified Party shall describe dispute of the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by to the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice , negotiate in good faith to respond in writing resolve their differences with respect to such the Direct Claim. During If the dispute is not resolved within such thirty (30) 30 day period, the Indemnified Party shall allow and the Indemnifying Party and its Representatives shall discuss in good faith the submission of the dispute to investigate the matter or circumstance alleged to give rise to the Direct Claimmediation, and whether and to what extent any amount is payable in respect the absence of the Direct Claim, and an agreement by the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party to such mediation, such dispute shall be resolved in a state or any federal court sitting in the State of its professional advisors may reasonably request (subject Delaware pursuant to the provisions of Section 5.18)11.3. If the Indemnifying Party does not so respond within such thirty (30) day period, notifies the Indemnified Party that the Indemnifying Party shall be deemed does not dispute the Direct Claim or fails to have rejected such claim, in which case notify the Indemnified Party shall within 30 days after receipt of notice of a Direct Claim by the Indemnifying Party that the Indemnifying Party disputes the Direct Claim, the Losses in the amount specified in such notice of such Direct Claim will be free to pursue such remedies as may be available to conclusively deemed a liability of the Indemnifying Party. Upon resolution of the dispute, by agreement of the Indemnified Party on and the terms and subject Indemnifying Party, mediation or litigation, or if the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party does not dispute the Direct Claim or fails to notify the provisions Indemnified Party within 30 days after receipt of this Agreementnotice of a Direct Claim by the Indemnifying Party that the Indemnifying Party disputes the Direct Claim, the final Direct Claim amount, if any, shall be paid by the Indemnifying Party within 30 days thereafter (“Direct Claim Payment Date”).

Direct Claims. Any Claim Action by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and but in any event within thirty (30) not later than 60 days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except to the extent that an Indemnifying Party is actually and materially prejudiced thereby, and then only to the extent that of the damages caused to the Indemnifying Party forfeits rights or defenses by reason of due to such failureprejudice. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) 30 days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, Claim and the Indemnified Party shall reasonably assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified PartyVAST Korea’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) -day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Business Transfer Agreement.

Direct Claims. Any Claim Action by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and but in any event within thirty (30) not later than 60 days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except to the extent that an Indemnifying Party is actually and materially prejudiced thereby, and then only to the extent that of the damages caused to the Indemnifying Party forfeits rights or defenses by reason of due to such failureprejudice. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) 30 days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, Claim and the Indemnified Party shall reasonably assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified PartyVAST’s and SPA’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) -day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Equity Restructuring Agreement.

Direct Claims. Any Claim Action by an Indemnified Party for indemnification on account of a Loss Claim which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and but in any event within not later than thirty (30) days after the discovery by Indemnified Party becomes aware of such Direct Claim, but the failure of the Indemnified Party of so to notify the circumstances giving rise to such Claim. The failure to give such prompt written notice Indemnifying Party shall not, however, not relieve the Indemnifying Party of its indemnification obligationsfrom any liability that it would otherwise have to the Indemnified Party hereunder except to the extent, except and only to the extent extent, that Indemnifying Party demonstrates that the Indemnifying Party forfeits rights or defenses by reason defense of such failureClaim or liability is prejudiced thereby. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified PartyClaim. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified PartyCompany’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim Proceeding by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and but in any event within thirty not later than twenty (3020) days Business Days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failureis prejudiced thereby. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, amount of the Loss that has been or may be reasonably sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’s Terminal Business’ premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request request. The Indemnifying Party shall have twenty (subject 20) Business Days after its receipt of such notice to the provisions of Section 5.18)respond in writing to such Direct Claim. If the Indemnifying Party does not so respond within such thirty twenty (3020) day Business Day period, the Indemnifying Party shall be deemed to have rejected such claimDirect Claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim Action by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim and for which indemnification may be sought pursuant to this Agreement (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and but in any event within not later than thirty (30) days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected accepted such claim, in which case the Indemnified Party shall be free entitled to pursue indemnification for such remedies as may be available to the Indemnified Party Direct Claim on the terms and subject to the provisions of this Agreement.. Section 8.06

Direct Claims. Any Claim Action by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall will be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and but in any event within not later than thirty (30) days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such prompt written notice shall will not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses or is otherwise prejudiced by reason of such failure. Such notice by the Indemnified Party shall will describe the Direct Claim in reasonable detail, shall will include copies of all material written evidence thereof and shall will indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall will have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall will allow the Indemnifying Party and its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, Claim and the Indemnified Party shall will assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified PartyCompany’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so AGREEMENT AND PLAN OF MERGER AND REORGANIZATION respond within such thirty (30) day period, the Indemnifying Party shall will be deemed to have rejected such claim, in which case the Indemnified Party shall will be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim Proceeding by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (a “"Direct Claim”") shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and but in any event within thirty no later than sixty (3060) days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses defenses, or has been materially prejudiced, by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The ​ ​ Indemnifying Party shall have thirty sixty (3060) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, Claim and the Indemnified Party shall assist the Indemnifying Party’s 's investigation by giving such reasonable information and assistance (including access to the Indemnified Party’s Purchaser's premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty sixty (3060) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on under the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim claim by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party by giving the Indemnifying Party prompt written notice thereof, and in any event within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof (except that this provision shall not apply to information or documents that are privileged under applicable Law, including attorney work product), and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party, taking into account the information then available to the Indemnified Party. The Indemnifying Party shall have thirty (30) 30 days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) -day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist the Indemnifying Party’s 's investigation by giving such reasonable information and assistance (including access to the Indemnified Party’s Company's premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) -day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case conclusively admitted liability for the claim and the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.paid in accordance with Section 7.03. 57 ACTIVE 209289734v.13

Direct Claims. Any Claim Action by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and but in any event within not later than thirty (30) calendar days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) calendar days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified PartyHSH’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) calendar day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim Action by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim and for which indemnification may be sought pursuant to this Agreement (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and but in any event within not later than thirty (30) days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty twenty (3020) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim claim by an Indemnified Party for indemnification on account of a Loss which does not result results from a Third Party Claim claim by a party to this Agreement or Affiliate of a party to this Agreement (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof, thereof (and in any event within thirty forty-five (3045) days after from the discovery by time the Indemnified Party became aware of any matter or circumstance that is reasonably likely to give rise to a claim for indemnification under this Agreement) describing in reasonable detail, to the extent available, the facts constituting the basis for such Direct Claim, the specific basis for the claim for indemnification under Section 7.2 or Section 7.3, as applicable, and the amount, to the extent known, of the circumstances giving rise to such ClaimDirect Claim asserted. The failure Failure to give such prompt written notice of a Direct Claim shall not, however, relieve not affect the Indemnifying Party of its indemnification obligationsParty’s duties or obligations under Section 7.2 or Section 7.3, as applicable, except and only to the extent that that, as a result of such failure, the Indemnifying Party forfeits rights or defenses by reason was actually damaged as a result of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day 30)-day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, Claim and the Indemnified Party shall assist the Indemnifying Party’s 's investigation by giving such reasonable information and assistance (including access to the Indemnified PartyCompany’s premises and personnel during normal business hours and the right to examine and copy any accounts, documents or recordsrecords without disrupting the Company’s normal operations) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond accept the applicable Direct Claim within such thirty (30) day 30)-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement. The Indemnifying Party shall promptly pay the Indemnified Party any amount due with respect to a Direct Claim that becomes a Payable Claim.

Direct Claims. Any Claim Action by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and but in any event within not later than thirty (30) days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days Business Days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) day Business Day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement. If the Indemnifying Party objects to the claim within such thirty (30) Business Day period, the Indemnifying Party and the Indemnified Party shall attempt in good faith to resolve any dispute within thirty (30) Business Days of such objection, and if such dispute is not resolved within such thirty (30) Business Day period, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim claim by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof, and in any event within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty thirty-day (30) day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and the . The Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty thirty-day (30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim Action or Proceeding by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and but in any event within not later than thirty (30) days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified PartyCompany’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) -day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim Action by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and but in any event within thirty not later than fifteen (3015) days Business Days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of his or its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after his or its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and his or its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified PartyCompany’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of his or its professional advisors may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim Action by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving by informing the Indemnifying Party prompt written notice thereof, and in any event within thirty of such claim as soon as reasonably practicable (30) days after the discovery by the Indemnified Party of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall notan “Indemnification Demand”); provided, however, that the failure to inform the Indemnifying Party as soon as reasonably practicable shall not relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses is actually prejudiced by reason of such failure. Such notice Indemnification Demand by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, amount of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives professional advisors to reasonably investigate the matter or circumstance alleged to give rise to [***]Confidential Treatment Requested. the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject request. Notwithstanding anything to the provisions of contrary contained in this Section 5.188.5(d), the Indemnified Party shall not be required to furnish any information or provide any such access if such furnishing or access would (i) violate Applicable Law or (ii) jeopardize any attorney/client privilege or other established legal privilege, provided that the Indemnified Party uses its reasonable best efforts to furnish such information in a manner that would not violate Applicable Law or jeopardize any such legal privilege. If the Indemnifying Party does not so respond fails to notify the Indemnified Party within such thirty (30) day perioddays following receipt of an Indemnification Demand that it disputes such Direct Claim set forth therein, the Indemnifying Party Direct Claim set forth in the Indemnification Demand shall be conclusively deemed a Loss to have rejected such claimbe indemnified under this Agreement, in which case and the Indemnified Party shall be free indemnified for the amount of the Loss stated in such Indemnification Demand on demand or, in the case of any Indemnification Demand in which the amount of such Loss (or any portion thereof) are estimated, on such later date when the amount of such Loss (or such portion thereof) becomes finally determined; provided, however, that the lack of final determination of the amount of estimated Loss (or any portion thereof) shall not limit the right of Merck to pursue such remedies as may be available to set off any claims against the Milestone Payments or the Royalty Payments in accordance with Section 8.8 in the amount of the estimated Losses set forth in the applicable Indemnification Demand. If an Indemnifying Party notifies the Indemnified Party on that it disputes any such Direct Claim, the Indemnifying Party and the Indemnified Party shall attempt in good faith for a period of thirty (30) days following the Indemnified Party’s receipt of such notice to agree upon a resolution and determination of the amount of the indemnified Loss with respect to such Direct Claim. If no such agreement with respect to the Direct Claim can be reached after such thirty (30)-day period of good faith negotiation (subject to further extensions of such time period for negotiation as mutually agreed upon in writing by the Parties), either the Indemnifying Party or the Indemnified Party may seek resolution pursuant to Section 13.14(b) of the Option Agreement (as incorporated herein pursuant to Section 10.1) for purposes of having the Direct Claim resolved in accordance with the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim claim by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) under this Agreement shall be asserted by the Indemnified Party giving by providing the Indemnifying Party prompt with written notice thereof(the “Indemnification Notice”) setting forth in reasonable detail the provisions of this Agreement that have given rise to a claim for indemnification, the facts that support the claim for indemnification (if known), and in any event within thirty (30) days after the discovery by the Indemnified Party a statement of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall notamount of indemnification sought (if known); provided, however, relieve that any failure or delay to provide such notice shall not release the Indemnifying Party from any of its indemnification obligations, obligations under this Article except and only to the extent that the Indemnifying Party forfeits rights is actually prejudiced by such failure or defenses by reason of such failuredelay. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have Within thirty (30) days after its of the Indemnifying Party’s receipt of the Indemnification Notice, the Indemnifying Party shall provide the Indemnified Party with a written response (the “Indemnification Response”) setting forth the Indemnifying Party’s position in reasonable detail with respect to the relief sought in the Indemnification Notice and identifying the Indemnifying Party’s representatives who are authorized to negotiate a resolution of such notice to respond in writing to such Direct Claimdispute. During such thirty Within ten (3010) day perioddays of the Indemnified Party’s receipt of the Indemnification Response, the Indemnified Party shall allow provide written notice to the Indemnifying Party and its Representatives to investigate (“Dispute Resolution Notice”) setting forth the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect identity of the Direct Claim, Indemnified Party’s representatives who are authorized to negotiate a resolution of the dispute and the dates upon which the Indemnified Party proposes to meet with the Indemnifying Party to discuss resolution of the dispute, which dates shall assist be within thirty (30) days of the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to receipt of the Dispute Resolution Notice. If, after good faith efforts, the Indemnified Party’s premises Party and personnel and the Indemnifying Party are unable to reach a mutually agreeable resolution of the dispute, either Party shall have the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of seek relief in accordance with Section 5.18). If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement10.6.

Direct Claims. Any Claim by If an Indemnified Party shall desire to assert any claim for indemnification on account of a Loss which does not result from provided for under this Article 7 other than a Third Party Claim (a “Direct Claim”) shall be asserted by the ), such Indemnified Party giving shall promptly notify the Indemnifying Party prompt written notice thereofin writing of such Direct Claim, and describing in reasonable detail the specific provisions of this Agreement claimed to have been breached, the factual basis supporting the contention that such provisions were breached, the amount or the estimated amount of damages sought thereunder, any event within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall notother remedy sought thereunder, howeverany relevant time constraints relating thereto and, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the practicable, any other material details pertaining thereto (a “Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified PartyNotice”). The Indemnifying Party shall have a period of thirty (30) days after its receipt of such notice within which to respond in writing to such any Direct Claim. During such thirty (30) day periodClaim Notice, stating whether it disputes the existence or scope of an obligation to indemnify the Indemnified Party shall allow the Indemnifying Party and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18)under this Article 7. If the Indemnifying Party does not so respond within such thirty (30) day periodperiod stating that the Indemnifying Party disputes its liability for such claim, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement. If the Indemnifying Party disputes all or any part of such claim, the Indemnified Party and the Indemnifying Party shall attempt in good faith for thirty (30) days to resolve such claim. If no such agreement can be reached through good faith negotiation within thirty (30) days, either the Indemnified Party or the Indemnifying Party may act to resolve such dispute in accordance with Section 9.4.

Direct Claims. Any Claim Action by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and but in any event within not later than thirty (30) days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses or is otherwise prejudiced by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified PartyCompany’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) -day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim by In the event that any Person entitled to indemnification under this Agreement (an “Indemnified Party Party”) has a claim for indemnification on account of a Loss which does for any matter not result from involving a Third Party Claim (a “Direct Claim”), such Indemnified Party may assert such Direct Claim by giving written notice (a “Direct Claim Indemnification Notice”) shall be asserted by to the Person required to provide indemnification of the Indemnified Party giving the under this Agreement (an “Indemnifying Party prompt written notice thereof, and Party”) in any event within thirty (30) days after the discovery by the Indemnified Party accordance with Section 11.2. The Direct Claim Indemnification Notice shall contain an estimate of the circumstances giving rise amount of the Losses attributable to such Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except Direct Claim and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe in reasonable detail the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to basis of the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18)for indemnification under this Agreement. If the Indemnifying Party does not so respond notify the Indemnified Party in writing within such thirty (30) day perioddays from its receipt of the Direct Claim Indemnification Notice that the Indemnifying Party disputes such Direct Claim (a “Direct Claim Indemnification Dispute Notice”), the Direct Claim specified by the Indemnified Party in the Direct Claim Indemnification Notice will be conclusively deemed an accepted, final and binding liability of the Indemnifying Party hereunder (such claim, an “Agreed Claim”), and the Indemnifying Party shall be deemed to have rejected such claim, in which case pay the Indemnified Party shall be free for such Losses (subject to pursue and in accordance with the terms of this Agreement, including Section 8.5), within five (5) business days. If the Indemnifying Party has timely disputed such remedies Direct Claim, as may be available to provided above, and the Indemnified Party on and Indemnifying Party have not resolved the dispute within fifteen (15) days after the Indemnified Party’s receipt of the Direct Claim Indemnification Dispute Notice, then the parties may pursue all available legal remedies. In the event that Seller disputes a Direct Claim made by Purchaser, but such dispute is resolved within fifteen (15) days after Purchaser’s receipt of the Direct Claim Indemnification Dispute Notice, then such Direct Claim shall be treated as an Agreed Claim, and the Indemnifying Party shall pay the Indemnified Party for such Losses (subject to and in accordance with the terms and subject to the provisions of this Agreement, including Section 8.5), within five (5) business days.

Direct Claims. Any Claim Action by an Indemnified Party for indemnification on account of a Loss which that does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and but in any event within not later than thirty (30) days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party is prejudiced or forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’s Group Companies’ premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim by an In the event that the Indemnified Party for indemnification on account of a Loss which asserts an Indemnity Claim, including an Indemnity Claim hereunder, that does not result from involve a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof, and in any event within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the Indemnified Party shall allow transmit to the Indemnifying Party and its Representatives to investigate a written notice (the matter or circumstance alleged to give rise “Direct Claim Notice”). A Direct Claim Notice shall specify, to the Direct Claimextent known by the Indemnified Party, the nature of and whether specific basis for any such Indemnity Claim or the nature of and specific basis of any suit, action, investigation or proceeding set forth therein, the amount or the good faith estimated amount thereof to what the extent any amount is payable in respect of the Direct Claim, then practicable and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to basis of the Indemnified Party’s premises and personnel and request for indemnification under this Agreement. The failure to provide such notice will not affect any rights hereunder except to the right to examine and copy any accounts, documents or records) as extent the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18)Parties are materially prejudiced thereby. If the Indemnifying Party does not so respond notify the Indemnified Party within fifteen (15) days from its receipt of the Direct Claim Notice that it disputes such Indemnity Claim, the Indemnity Claims specified in the Direct Claim Notice will be deemed payable by the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed such Indemnity Claim, the Parties shall negotiate in good faith for a thirty (30) day period after receipt of the Direct Claim Notice to resolve such Indemnity Claim. If no resolution is reached within such thirty (30) day period, the Indemnifying Party dispute regarding the Indemnity Claim shall be deemed to have rejected such claim, resolved by litigation in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions a court of this Agreementcompetent jurisdiction.

Direct Claims. Any Claim claim by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof, and in any event within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) 10 days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) 10-day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’s premises and personnel and the right to examine and copy any relevant accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) 10-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement. In the event of any claim for indemnity under Section 7.03, Buyer agrees to give Seller and its Representatives reasonable access to its books and records and employees relating to the Purchased Assets and the Business (and the operations thereof) in connection with the matters for which indemnification is sought to the extent Seller reasonably deems such access necessary in connection with its rights and obligations under this Article VII and at no cost to Seller.

Direct Claims. Any Claim Action by an Indemnified Party for indemnification on account of a Loss which that does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and but in any event within not later than thirty (30) days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party is prejudiced or forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party (i) shall describe the Direct Claim in reasonable detail, (ii) in the case of a Direct Claim by a Buyer Indemnitee, shall specify the applicable clause(s) of Section 8.02 under which such Buyer Indemnitee is claiming indemnification from Sellers and the applicable limitation provision(s) of Section 8.04 related thereto, and (iii) shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’s Companies’ premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.. 48 302010047 v18

Direct Claims. Any Claim claim by an Indemnified Party with respect to a claim for indemnification on account of a Loss which indemnity under this Article VII that does not result from a claim by a Third Party Claim (a “Direct Claim”) shall will be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, stating the nature of such claim in reasonable detail and the basis for indemnification (taking into account the information then available to the Indemnified Party), and asserting the amount, if known, or if not known, an estimate of the foreseeable maximum amount of claimed Losses resulting from such claim (which estimate will not be conclusive of the final amount of such Losses) (an “Indemnity Notice”); provided that no such claim will be effective if the Indemnity Notice was not delivered to the Indemnifying Party prior to the expiration of the applicable survival period set forth in any event within thirty (30) days after the discovery by Section 7.1. The failure of the Indemnified Party of to provide an Indemnity Notice to the circumstances giving rise to such Claim. The failure to give such prompt written notice shall not, however, Indemnifying Party will not relieve the Indemnifying Party of its indemnification obligations, except obligations hereunder unless and only to the extent the Indemnifying Party is prejudiced by such failure to so notify. If the Indemnifying Party notifies the Indemnified Party within 60 days from its receipt of the Indemnity Notice that the Indemnifying Party forfeits rights or defenses by reason of disputes such failure. Such notice by claim (the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period“Dispute Notice”), the Indemnified Party shall allow the Indemnifying Party and its Representatives claim will be resolved as provided pursuant to investigate the matter or circumstance alleged to give rise to the Direct ClaimSection 8.12, Section 8.13, and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18)8.14. If the Indemnifying Party does not so respond within such thirty (30) day periodtimely deliver a Dispute Notice, or delivers a Dispute Notice that does not object to all of the Losses set forth in the Indemnity Notice, the Indemnifying Party shall will be deemed to have rejected accepted and agreed with all or such claim, in which case portion of the claim and will be conclusively deemed to have consented to the recovery by the Indemnified Party shall be free to pursue of all or such remedies as may be available to portion of the Indemnified Party on Losses specified in the terms and subject to the provisions of this AgreementIndemnity Notice.

Direct Claims. Any Claim Action by an Indemnified Party for indemnification on account of a Loss which that does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof, and in any event within thirty (30) days after thereof prior to the discovery by expiration of the applicable survival date for such Direct Claim under Section 8.01. If an Indemnified Party becomes aware of the circumstances giving rise a Direct Claim but fails to such Claim. The failure to give such prompt written notice shall not, however, relieve notify the Indemnifying Party reasonably promptly thereafter, the Indemnifying Party shall be relieved of its indemnification obligations, except and only obligations with respect thereto to the extent that the Indemnifying Party forfeits rights or defenses it is materially prejudiced by reason of such failuredelay. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) 30 days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) 30 day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim Action by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and but in any event within thirty not later than sixty (3060) days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason is actually prejudiced in a material respect as a result thereof (and, for the purposes of such failureclarity, subject to Section 9.01). Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified PartyCompany’s premises and personnel and the right to examine and copy any accounts, documents or recordsrecords (subject to any applicable Law and any applicable privileges (including the attorney-client privilege)) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18request). If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim claim by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Purchaser or Seller (as applicable, on behalf of such Indemnified Party giving Party) by delivering an Indemnification Claim Notice with respect to such Direct Claim to the Indemnifying Party prompt written notice thereofpromptly after it acquires knowledge of any fact, and in any event within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving or circumstance that may give rise to a claim for Losses pursuant to this Article IX; provided, however, that any failure by Purchaser or Seller (as applicable, on behalf of such Claim. The failure Indemnified Party) to give such prompt written notice Indemnification Claim Notice shall not, however, not relieve the Indemnifying Party of its their indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Partyare actually materially prejudiced thereby. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, Claim and the Indemnified Party shall assist the as provided in Section 9.5(a). The Indemnifying Party’s investigation by giving Party may, within thirty (30) days after receipt of an Indemnification Claim Notice with respect to such reasonable information and assistance Direct Claim, deliver to Purchaser or Seller (including access to as applicable, on behalf of the Indemnified Party’s premises ) a written response disputing such claim, which response must state in reasonable detail the basis for and personnel and the right to examine and copy any accounts, documents or records) as reasons why the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18)disputes such claim, together with reasonable supporting detail. If the Indemnifying Party does not so respond fails to deliver a written response disputing such claim in accordance with the foregoing sentence within such thirty (30) day 30)-day period, the Indemnifying Party shall will be deemed to have rejected waived its right to dispute such claim, in which case claim and such claim shall have been deemed to have been agreed to by the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this AgreementIndemnifying Party.

Direct Claims. Any Claim Action by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and but in any event within not later than thirty (30) calendar days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) calendar days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified PartyCEN’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) calendar day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim Action by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and but in any event within not later than thirty (30) days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason demonstrates that the defense of such failureThird Party Claim is materially and adversely prejudiced by the Indemnified Party’s failure to give such notice. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim claim by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving by prompt delivery to the Indemnifying Party prompt written notice thereof, and in any event within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving rise to such Claiman Indemnity Claim Notice. The failure to give timely provide such prompt written notice Indemnity Claim Notice shall not, however, relieve result in a waiver of any right to indemnification hereunder except to the extent the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses is actually prejudiced by reason of such failure. Such notice Indemnity Claim Notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty forty-five (3045) days (the “Response Period”) after its receipt of such notice to respond in writing to such Direct Claim; provided that if the Indemnifying Party does not notify the Indemnified Party in writing of any objection to such Direct Claim (an “Indemnity Objection Notice”) within the Response Period, such Direct Claim and the amount of such Direct Claim shall be conclusively deemed a Liability of the Indemnifying Party hereunder, subject to the limitations set forth in this ARTICLE IX. During such thirty (30) day periodthe Response Period, the Indemnified Party shall allow the Indemnifying Party and its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and the . The Indemnified Party shall assist cooperate with the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified PartyCompany’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond delivers an Indemnity Objection Notice within such thirty (30) day periodthe Response Period, the Indemnifying Party parties shall attempt in good faith for twenty (20) Business Days to agree upon the rights of the respective parties with respect to each such claim. If the parties should so agree, (i) a memorandum setting forth such agreement and the agreed upon dollar amount of Liability for such claim of the party against whom the claim is made shall be deemed to have rejected such claim, in which case prepared and signed by (or on behalf of) the parties and (ii) if the Indemnified Party is a Buyer Indemnified Party, the Buyer and the Shareholder Representative shall deliver joint written instructions to the Escrow and Paying Agent instructing the Escrow and Paying Agent to release to Buyer the amount of such agreed claim from the Indemnification Escrow Fund within five (5) Business Days of receipt of such joint written instructions by wire transfer of immediately available funds. At any time following delivery of an Indemnity Objection Notice pursuant to this Section 9.4(c) or in the event of any dispute arising pursuant to ARTICLE IX, such objection or dispute shall be free resolved in accordance with Section 11.12 and the Escrow and Paying Agent shall only distribute funds thereafter pursuant to pursue such remedies joint written instructions as may be available to the Indemnified Party on the terms and subject to the provisions described in this Section 9.4(c) or a final, non-appealable court order from a court of this Agreement.competent jurisdiction. Exhibit 2.1 Execution Version

Direct Claims. Any Claim by an Indemnified In the event any Indemnitee has a claim under this ARTICLE VIII against any Indemnifying Party for indemnification on account of a Loss which that does not result from involve a Third Party Claim Claim, the Indemnitee shall promptly give written notice (a the “Direct ClaimIndemnity Notice”) shall be asserted by describing the Indemnified Party giving the Indemnifying Party prompt written notice thereof, and in any event within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate indicating the estimated amount and methodology for determining such amount, if reasonably practicable, of the indemnifiable Loss that has been or may be sustained by the Indemnified PartyIndemnitee and the provision or provisions under this Agreement or any document executed and delivered pursuant hereto upon which such claim is based, including copies of all relevant information and documents to the Indemnifying Party within a period of thirty (30) days following the discovery of the claim by the Indemnitee (the “Claim Notice Period”). The failure by any Indemnitee to give the Indemnity Notice within the Claim Notice Period shall not impair the Indemnitee’s rights hereunder or relieve the Indemnifying Party of its obligations hereunder except to the extent that an Indemnifying Party demonstrates that it has been prejudiced thereby. The Indemnifying Party shall have will notify the Indemnitee within a period of thirty (30) days after its the receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the Indemnified Party shall allow Indemnity Notice by the Indemnifying Party and its Representatives to investigate (the matter or circumstance alleged to give rise to the Direct Claim, and “Indemnity Response Period”) whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of disputes its professional advisors may reasonably request (subject liability to the provisions of Section 5.18)Indemnitee under this ARTICLE VIII with respect to such claim. If the Indemnifying Party does not so respond notifies the Indemnitee within the Indemnity Response Period that the Indemnifying Party disputes its liability with respect to such thirty (30) day periodclaim, the Indemnifying Party and the Indemnitee will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within a period of sixty (60) days from the date of such notice from the Indemnifying Party, such dispute shall be deemed resolved pursuant to have rejected such claim, in applicable Law and the amount of indemnification to which case the Indemnified Party an Indemnitee shall be free to pursue such remedies entitled under this ARTICLE VIII shall be determined upon the entry of a final non-appealable judgment or decree of any court of competent jurisdiction or as may be available to otherwise agreed by the Indemnified Party on the terms and subject to the provisions of this AgreementParties in writing.

Direct Claims. Any Claim Action by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and but in any event within not later than thirty (30) days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty thirty- (30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim Action by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof, and but in any event within not later than thirty (30) days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) -day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified PartyCompany’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request request, provided, that if the Indemnifying Party is Seller, then the Indemnifying Party may not contact or communicate with any of the Indemnified Party’s employees, contractors, suppliers or customers without the Indemnified Party’s prior written consent (subject to the provisions of Section 5.18which consent shall not be unreasonably withheld or delayed). If the Indemnifying Party does not so respond within such thirty (30) -day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim by If an Indemnified Party incurs Losses for which it is entitled to indemnification on account under this Section 7, other than as a result of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by , then the Indemnified Party Representative shall assert such claim by giving the Indemnifying Party Representative reasonably prompt written notice thereof, and but in any event within thirty (30) not later than 30 days after the discovery by the Indemnified Party becomes aware or has a reasonable basis to believe that the subject matter of the circumstances giving such claim may give rise to such Claimindemnification obligations hereunder. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such written notice by the Indemnified Party shall describe the Direct Claim claim for indemnification in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss Losses that has have been or may be sustained by the Indemnified Party. The During the 30 day period following the Indemnifying Party shall have thirty (30) days after its Representative’s receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day periodnotice, the Indemnified Party shall allow the Indemnifying Party Representative and its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claimclaim for indemnification, and whether and to what extent any amount is payable in respect of the Direct Claim, such claim and the Indemnified Party shall reasonably assist the Indemnifying PartyParty Representative’s investigation by giving such reasonable information and assistance (including access to the Indemnified PartyCompany’s premises and personnel (during normal business hours, upon reasonable notice, and otherwise in a manner so as to not unduly disrupt the business of the Buyer or the Company) and the right to examine and copy any accounts, documents or records) as the Indemnifying Party Representative or any of its professional advisors may reasonably request so long as such information is reasonably related to such claim. If the Indemnifying Party Representative responds in writing within the thirty (subject 30)-day period following delivery of such notice (the “Direct Claim Objection Period”) disputing the amount (or any portion thereof) of Losses claimed by such Indemnified Party or that such Indemnified Party is entitled to such indemnification, the provisions Indemnifying Party Representative and the Indemnified Party Representative shall attempt in good faith to resolve such matter within the thirty (30)-day period following Indemnified Party Representative’s receipt of Section 5.18such written notice (the “Dispute Resolution Period”). If the Indemnifying Party does Representative and the Indemnified Party Representative are not so respond able to resolve the matter within such thirty (30) day period, the Dispute Resolution Period or the Indemnifying Party shall be deemed Representative fails to have rejected such claimrespond in writing prior to the expiration of the Direct Claim Objection Period thirty (30)-day period, in which case then the Indemnified Party Representative shall be free entitled to pursue such remedies as may be available to the Indemnified Party on the terms and Representative, subject to the provisions of this Agreement. With respect to any amount (or portion thereof) of Losses claimed by such Indemnified Party that has not been disputed by the Indemnifying Party Representative within the Direct Claim Objection Period in accordance with this Section 7(d)(i), such amount (or portion thereof) shall for all purposes under this Agreement conclusively be deemed to be indemnifiable Losses and the applicable Indemnifying Party(ies) shall be liable therefor (it being understood and agreed that, in accordance with the above, such amount (or portion thereof) may not constitute all indemnifiable Losses that may arise from the applicable matter in question).

Direct Claims. Any Claim claim by an Indemnified Party for indemnification on account of a Loss Damages which does do not result from a Third Party Claim (such claim, a “Direct Claim”) shall be asserted by giving prompt written notification to Buyer (if the Buyer Indemnifying Parties are the Indemnifying Party) or the Seller (if the Seller is the Indemnifying Party), as applicable, of the commencement of any action, suit, proceeding or process relating to a Direct Claim for which indemnification may be sought; provided, that no delay on the part of the Indemnified Party giving the in notifying Buyer or Seller (as applicable) shall relieve such Indemnifying Party prompt written from any obligation under this ARTICLE 9, except to the extent (a) notice thereof, and in any event within thirty (30) days is delivered after the discovery by applicable survival period for such claim (in which case the Indemnified Party of the circumstances giving rise shall not be entitled to assert such Claim. The failure to give claim) or (b) such prompt written notice shall not, however, relieve delay actually prejudices the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failureParty. Such notice by the Indemnified Party Seller or Buyer, as applicable, shall describe the Direct Claim include a description in reasonable detaildetail (to the extent known by the Indemnified Party) of the facts constituting the basis for such Direct Claim, the provisions of this Agreement alleged to have been breached, the amount of the Damages claimed, and shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Partythereof. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the Indemnified Party shall allow Buyer (if the Buyer Indemnifying Parties are the Indemnifying Party Party) or the Seller (if the Seller is the Indemnifying Party), as applicable, and its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party shall will, and will cause its Affiliates to, assist and cooperate in Buyer’s (if the Buyer Indemnifying Parties are the Indemnifying Party) or the Seller’s (if the Seller is the Indemnifying Party) investigation by giving such providing reasonable information and assistance (including access to documents, assets, properties, books, and records reasonably requested by Buyer (if the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or records) as Buyer Indemnifying Parties are the Indemnifying Party Party) or any of its professional advisors may reasonably request the Seller (subject to if the provisions of Section 5.18). If Seller is the Indemnifying Party does not so respond within such thirty (30) day periodParty), and will make available all officers, directors, and employees reasonably requested by Buyer or the Indemnifying Party shall be deemed to have rejected such claimSeller, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreementapplicable.

Direct Claims. Any Claim by an Indemnified Party for indemnification on account Within a reasonable period of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereoftime, and but in any no event within greater than thirty (30) days, after the incurrence of any Loss by any Person entitled to indemnification pursuant to Section 8.2 (an “Indemnified Party”), including, any Claim by a third party described in Section 8.3(b), which could be reasonably expected to give rise to indemnification hereunder, the Indemnified Party shall deliver to the party from which indemnification is sought (the “Indemnifying Party”) a certificate (the “Indemnification Certificate”), which Indemnification Certificate shall (A) state that the Indemnified Party has paid or properly accrued a Loss or reasonably anticipates that it will incur a Loss for which such Indemnified Party is entitled to indemnification pursuant to this Agreement; (B) specify in reasonable detail each individual item of the Loss, the amount to which the Indemnified Party alleges it is entitled, or the fact that the Indemnified Party is not yet able to quantify the amount to which it is allegedly entitled, the date such item was paid or properly accrued, the basis for any anticipated liability and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related; and (C) be delivered to the Indemnifying Party. In the event that the Indemnifying Party objects to the indemnification of an Indemnified Party in respect of any claim or claims specified in any Indemnification Certificate, the Indemnifying Party shall, within twenty (20) days after receipt by the discovery Indemnifying Party of such Indemnification Certificate, deliver to the Indemnified Party Notice to such effect and the Indemnifying Party and the Indemnified Party shall, within the thirty (30) day period beginning on the date of receipt by the Indemnified Party of such objection, attempt in good faith to agree upon the circumstances giving rise rights of the respective parties with respect to such Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason each of such failure. Such notice by claims to which the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt so objected. If the Indemnified Party and the Indemnifying Party shall succeed in reaching agreement on their respective rights with respect to any of such notice to respond in writing to such Direct Claim. During such thirty (30) day periodclaims, the Indemnified Party shall allow and the Indemnifying Party shall promptly prepare and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect sign a memorandum setting forth such agreement (a “Memorandum of the Direct Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18Agreement”). If the Indemnified Party and the Indemnifying Party does are unable to agree as to any particular item or items or amount or amounts, then the items and amount of indemnification to which an Indemnified Party may be entitled under this Article 8 shall be determined by the dispute resolution procedures provided for in Section 9.12. Claims for Losses specified in any Indemnification Certificate to which an Indemnifying Party shall not so respond object in writing within twenty (20) days of receipt of such thirty Indemnification Certificate, claims for Losses covered by a Memorandum of Agreement, claims for Losses the validity and amount of which have been otherwise determined as described in Section 8.3(a)(ii), and claims for Losses the validity and amount of which shall have been settled with the consent of the Indemnifying Party, as described in Section 8.3(b), are hereinafter referred to collectively, as “Agreed Claims.” Within ten (3010) day perioddays of the determination of the amount of any Agreed Claims, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available pay to the Indemnified Party on the terms and subject an amount equal to the provisions of this AgreementAgreed Claim by wire transfer in immediately available funds to the bank account or accounts designated by the Indemnified Party in a Notice to the Indemnifying Party delivered not less than two (2) days prior to such payment.

Direct Claims. Any Claim claim by an Indemnified Party for indemnification on account of a Loss which does Losses that do not result arise from a Third Party Claim or a Tax Contest (a “Direct Claim”) shall be promptly asserted by the Indemnified Party giving in a Claim Notice and delivered to the Indemnifying Party prompt written notice thereofor, and in any event within thirty (30) days after the discovery by the Indemnified Party case of the circumstances giving rise Sellers, the Representative prior to such Claim. The the expiration of the Applicable Survival Date; provided that the failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party is materially prejudiced or otherwise forfeits rights or defenses by reason of such failure. Such notice Claim Notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The If the Indemnifying Party in good faith objects to any claim made in a Claim Notice, then the Indemnifying Party shall have deliver a written notice (a “Claim Dispute Notice”) to the Indemnified Party or, in the case of the Seller Indemnified Parties, the Representative, within thirty (30) days after its receipt of delivery of the Claim Notice by the Indemnified Party. The Claim Dispute Notice shall set forth in reasonable detail the principal basis for the dispute of any claim made in the Claim Notice. Each claim for indemnification set forth in such Claim Notice shall be deemed to have been conclusively determined in the Indemnified Party’s favor for purposes of this Article IX on the terms set forth in the Claim Notice upon the earlier of (i) notice that the Indemnifying Party agrees with the Direct Claims asserted in the Claim Notice or (ii) expiration of such notice thirty (30) day period if the Indemnifying Party does not deliver a Claim Dispute Notice to respond in writing the Indemnified Party prior to such Direct Claim. During the expiration of such thirty (30) day period. In such event, the Indemnified Party shall allow the Indemnifying Party and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18). If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall will be free to pursue such remedies as may be available to the Indemnified Party on at the Indemnifying Party’s expense pursuant to the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim claim by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof, and in any event within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim, which response may include a statement that the Indemnifying Party intends to attempt to cure the matter giving rise to the Direct Claim. If the Indemnifying Party states that it intends to cure the matter giving rise to the Direct Claim, the Indemnifying Party shall have a period of thirty (30) days in which to effect a cure (such period shall be automatically extended for a period of up to an additional sixty (60) days if the Indemnifying Party is diligently attempting to effect a cure but needs additional time to do so) (such period, including any extension, the “Cure Period”). During such thirty (30) day period30)-day period following receipt by the Indemnifying Party of the notice of the Direct Claim and during the Cure Period, the Indemnified Party shall allow provide reasonable access to the Company’s premises and personnel and the right to examine and copy any accounts, documents or records in connection with the Indemnifying Party and its Representatives to investigate professional advisors’ investigation of the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim; provided, and the Indemnified Party however, that any such investigation or access shall assist the not: (i) interfere unreasonably with normal operations of any Indemnifying Party’s investigation by giving such ; (ii) violate any applicable Laws or safety and security procedures or rules of any Indemnifying Party; (iii) in the reasonable information and assistance opinion of counsel, infringe upon any attorney-client work product or like privilege; or (including access to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or recordsiv) as require the Indemnifying Party to disclose any information that it considers in good faith to be confidential or any of proprietary or that would be adverse to its professional advisors may reasonably request (subject to the provisions of Section 5.18)interests in a legal proceeding. If the Indemnifying Party does not so respond to the notice of Direct Claim within such the thirty (30) day period30)-day period provided above for such response or does not cure the matter giving rise to the Direct Claim within the Cure Period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim claim by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof. In the event the Sellers are the Indemnifying Party, the Buyer Indemnitee’s written notice pursuant to the preceding sentence shall be given to the Seller Representative and in any event within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving rise to such ClaimEscrow Agent. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) 30 days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) -day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified PartyCompany’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) -day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim claim by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof, and in any event within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) calendar days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) calendar day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified PartyCompany’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) 30)-calendar day period, the Losses identified in the notice of Direct Claim will be conclusively deemed a liability of the Indemnifying Party under Section 9.2 or Section 9.3, as applicable. If the Indemnifying Party disputes its liability with respect to such Direct Claim or the estimated amount of such Losses pursuant to this Section 9.5(c) within forty-five (45) days following receipt of notice of such Direct Claim, the Parties shall be deemed attempt in good faith to have rejected resolve such claimdispute; provided, in which case that if such dispute has not been resolved within seventy-five (75) days following receipt of notice of such Direct Notice, then the Indemnifying Party and the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreementseek legal redress in accordance with ARTICLE XI.

Direct Claims. Any Claim claim by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (each, a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof, and in any event within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day 30)-day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified PartyTarget Group’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) day 30)-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim Action by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and but in any event within not later than thirty (30) days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses defenses, or is otherwise materially prejudiced by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified PartyCompany’s and the Subsidiaries’ premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim by Action involving an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and but in any event within not later than thirty (30) days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’s Companies’ or their Subsidiaries’ premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim by In the event an Indemnified Party has a claim for indemnification indemnity under this Article VIII on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by ), the Indemnified Party giving agrees to give prompt notice in writing of such Direct Claim to the Indemnifying Party prompt written notice thereof, and in any event within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving rise to such Claima “Direct Claim Notice”). The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that such failure shall have actually prejudiced the Indemnifying Party forfeits rights or defenses by reason of such failureParty. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Within fifteen (15) days after receipt of a Direct Claim Notice (the “Direct Claims Dispute Period”), the Indemnifying Party shall by written notice (the “Response Notice”) to the Indemnified Party either (i) concede liability in whole as to the claimed amount of Losses set forth in the Direct Claim Notice, (ii) deny liability in whole as to such claimed amount of Losses, or (iii) concede liability in part and deny liability in part of such claimed amount of Losses. If a Response Notice is not received by the Indemnified Party prior to the expiration of the Direct Claims Dispute Period, then the Indemnifying Party shall be conclusively deemed to have denied that the full claimed amount of Losses set forth in the Direct Claim Notice or ultimately arising out of the Direct Claim Notice is owed to the Indemnified Party. If the parties are not able to resolve any dispute over a claim brought under this Section 8.05(c) within thirty (30) days after its the receipt of such notice to respond a Response Notice denying liability in writing to such Direct Claim. During such thirty (30) day periodwhole or in part, the Indemnified Party shall allow the Indemnifying Party and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18). If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case then the Indemnified Party shall be free entitled to pursue submit such remedies as may indemnification claim to any court or authority of competent jurisdiction described in Section 10.10, which claim shall be available to adjudicated in accordance with the Indemnified Party on the terms and subject to the provisions of limitations set forth in this AgreementArticle VIII.

Direct Claims. Any Claim claim by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof, and in any event within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) -day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified PartySeller’s or the Buyer’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) -day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim by an In the event that the Indemnified Party for indemnification on account of has a Loss which Claim, including an Indemnity Claim hereunder, that does not result from involve a Third Party Claim (Claim, or knowledge of facts that could give rise to such a “Direct Claim”) shall be asserted by , the Indemnified Party giving shall transmit to the Indemnifying Party prompt a written notice thereof(the “Direct Claim Notice”) describing in reasonable detail the nature of the Claim, the amount or the good faith estimated amount thereof to the extent then practicable, and in any event the basis for the request for indemnification under this Agreement. Notwithstanding the foregoing, the failure of the Indemnified Party to provide a Direct Claim Notice shall not relieve the Indemnifying Party of its indemnity obligations, except to the extent such failure prejudices the Indemnifying Party or to the extent such Direct Claim Notice is not timely pursuant to Section 7.5 hereof. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after the discovery by the Indemnified Party delivery of the circumstances giving rise to Direct Claim Notice that it disputes such Indemnity Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnity Claims specified in the Direct Claim Notice will be deemed payable by the Indemnifying Party of its indemnification obligations, except and only to the extent that hereunder. If the Indemnifying Party forfeits rights or defenses by reason of has timely disputed such failure. Such notice by Indemnity Claim, the Indemnified Party Parties shall describe the Direct Claim negotiate in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such good faith for a thirty (30) day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect period after receipt of the Direct Claim Notice to resolve such Indemnity Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18). If the Indemnifying Party does not so respond no resolution is reached within such thirty (30) day period, the Indemnifying Party dispute regarding the Indemnity Claim shall be deemed to have rejected such claimresolved by litigation in a court of competent jurisdiction. Notwithstanding any of the foregoing, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to (i) the provisions of this AgreementSection 7.4 shall have no effect on the right of any party to seek injunctive or other equitable remedy and the provisions of this Section 7.4 shall have no application in such instance and (ii) the provisions of this Section 7.4 shall have no effect on Buyer’s right to exercise its rights of set off under the express terms of the Note.

Direct Claims. Any Claim Action by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (a “"Direct Claim”") shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and but in any event within not later than thirty (30) days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its such Indemnifying Party's indemnification obligations, except and only to the extent that the such Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the such Indemnified Party. The Indemnifying Party shall have thirty fifteen (3015) days after its such Indemnifying Party's receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives such Indemnifying Party's professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, Claim and the Indemnified Party shall assist the Indemnifying Party’s 's investigation by giving such reasonable information and assistance (including reasonable access to the Indemnified Party’s Seller's premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its such Indemnifying Party's professional advisors may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) 15-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim by In any case in which an Indemnified Party for seeks indemnification on account of a Loss hereunder which does is not result from a Third Party Claim subject to Section 7.2 because no Third-party Action is involved (a “Direct Claim”) shall be asserted by ), the Indemnified Party giving shall notify the Indemnifying Party prompt written notice thereofin writing of any Indemnified Costs which such Indemnified Party claims are subject to indemnification under the terms hereof. Subject to the limitations set forth in Section 7.4(a), and in any event within thirty (30) days after the discovery by failure of the Indemnified Party to exercise promptness in such notification shall not amount to a waiver of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except claim unless and only to the extent that the resulting delay materially and adversely prejudices the position of the Indemnifying Party forfeits rights or defenses by reason of with respect to such failureclaim. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss Indemnified Costs that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) 30 days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) -day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim claim by an Indemnified Party for indemnification on account of a Loss Losses which does do not result from a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof, and in any event within thirty (30) days after the discovery by the Indemnified Party Notice of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Partywith respect thereto. The Indemnifying Party shall have thirty (30) [*] days after its receipt of such notice Notice of Claim to respond in writing to such Direct Claim. During such thirty (30) day [*]-day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, Claim and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist reasonably cooperate with the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or recordsrecords exclusively related to such Direct Claim) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnifying Party Seller does not so respond within such thirty (30) day [*]-day period, the Indemnifying Party shall be deemed to have rejected such claimDirect Claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement. To object to all or a portion of any Direct Claim made in a Notice of Claim, the Indemnifying Party must deliver a written objection to the Buyer Indemnified Party within [*] business days after receipt of such Notice of Claim expressing such objection and explaining in reasonable detail and in good faith the basis therefor (an “Objection Notice”). Following receipt by the Indemnified Party of the Objection Notice, if any, the Indemnified Party and the Indemnifying Part shall promptly, and within [*] business days, meet to attempt to resolve the rights of the respective parties that is the subject of the Objection Notice. If the Indemnifying Part and the Indemnified Party resolve the dispute, then as promptly as practicable (and in any event within [*] Business Days) following the resolution of the Direct Claim, the Indemnified Party and the Indemnifying Part shall execute and deliver a memorandum setting forth the aggregate Dollar amount of such Losses payable to the Indemnified Party (the “Stipulated Amount”), and such Stipulated Amount shall be paid in the manner set forth in Section 8(e). In the event that the Indemnified Party and the Indemnifying Part do not execute a memorandum as contemplated above within [*] business days of receipt by the Indemnified Party of the Objection Notice, then the Buyer Indemnified Party may commence an action to resolve such dispute and enforce its rights with respect thereto in any court available therefor (such action, a “Litigated Dispute”). Upon the resolution of a Litigated Dispute, the amount awarded to the Indemnified Party, [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. ​ if any, in such Litigated Dispute (the “Award Amount”) shall be paid in the manner set forth in Section 8(e).

Direct Claims. Any Claim claim by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall not be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof, and in any event within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof thereof, and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim Action by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (a “"Direct Claim”") shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and but in any event within not later than thirty (30) calendar days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) calendar days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, Claim and the Indemnified Party shall assist the Indemnifying Party’s 's investigation by giving such reasonable information and assistance (including access to the Indemnified Party’s 's premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) calendar day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim by If an Indemnified Party wishes to make a claim for indemnification on account of hereunder for a Loss which that does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof), and in any event within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe notify the Indemnifying Party in writing of such Direct 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 Direct Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Direct Claim in reasonable detail, Notice”)and shall include copies provide a copy of all material written evidence thereof and shall indicate such Direct Claim Notice to the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified PartyEscrow Agent. The Indemnifying Party shall have a period of thirty (30) days after its receipt of such notice within which to respond in writing to such Direct Claim. During such thirty (30) day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18). If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall will be deemed to have rejected such claim, in which case accepted the Direct Claim and the Indemnifying Party will be deemed to have accepted the Direct 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 Direct 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 rejects all or any part of the Direct Claim, the Indemnified Person shall be free to pursue seek enforcement of its rights to indemnification under this Agreement with respect to such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this AgreementDirect Claim.

Direct Claims. Any Claim by an In the event that any Indemnified Party for indemnification on account of has a Loss claim against any Indemnifying Party which may give rise to indemnity hereunder that does not result from involve a Third Party Claim (claim brought by a “Direct Claim”) shall be asserted by third party, the Indemnified Party giving shall promptly notify the Indemnifying Party of 75 the claim and the facts constituting the basis for such claim and, if known, the amount or an estimate of the amount of the liability arising therefrom. The failure or delay of the Indemnified Party to deliver prompt written notice thereofof a claim shall not affect the indemnity obligations of the Indemnifying Party hereunder, and except to the extent the Indemnifying Party was actually materially disadvantaged by such failure or delay in any event delivery of notice of such claim. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after the discovery by the Indemnified Party from receipt of the circumstances giving rise to such Claim. The failure to give such prompt written claim notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason disputes such claim, the amount of such failure. Such notice by claim shall be conclusively deemed a liability of the Indemnifying Party hereunder; however if the Indemnifying Party does notify the Indemnified Party shall describe that it disputes such claim within the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have required thirty (30) days after its receipt day period, the Parties shall attempt in good faith to agree upon the rights of such notice to respond in writing the respective Parties with respect to such Direct Claimclaim. During If the Parties should so agree, a memorandum setting forth such agreement shall be prepared and signed promptly by both Parties. If such Parties shall not agree within the aforementioned thirty (30) day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives be entitled to investigate the matter take any action in law or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and the equity as such Indemnified Party shall assist deem necessary to enforce the provisions of this Article 11 against the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access ; provided that, notwithstanding the foregoing, any disputes relating to the Indemnified Party’s premises and personnel and indemnity set forth in Section 11.01(i) shall be submitted following the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any expiry of its professional advisors may reasonably request (subject to the provisions of Section 5.18). If the Indemnifying Party does not so respond within such thirty (30) day period, period or by such earlier date as agreed by the Indemnifying Party parties to the Neutral Auditor for resolution under the procedures set forth in this Section 11.07. Purchaser and Seller shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be make available to the Indemnified Neutral Auditor, in connection with the foregoing, all relevant work papers relating to the Leakage calculation. Each Party agrees to promptly execute a reasonable engagement letter, if requested to do so by the Neutral Auditor. Purchaser and Seller, and their respective Representatives, shall cooperate fully with the Neutral Auditor. The Neutral Auditor, acting as an expert and not an arbitrator, shall resolve such disputed items and determine the values to be ascribed thereto, and using those values (together with other items not in dispute) determine the final actual aggregate amount of Leakage. The Parties hereby agree that the Neutral Auditor shall only decide the specific disputed items, the values ascribed thereto and using those values determine the final actual aggregate amount of Leakage, and the Neutral Auditor’s decision with respect to such disputed items and values must be within the range of values assigned to each such item in the Leakage/Indebtedness Certificate and Purchaser's claim for indemnification pursuant to Section 11.01(i), respectively. All fees and expenses relating to the work, if any, to be performed by the Neutral Auditor will be borne equally by Purchaser and Seller. The Neutral Auditor shall be directed to resolve the disputed items and amounts and deliver to Purchaser and Seller a written determination of the final actual aggregate amount of Leakage (such determination to be made consistent with this Section 11.07, including a worksheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Neutral Auditor by Purchaser and Seller) within thirty (30) days after being retained (or such longer period as the Neutral Auditor may reasonably require), which determination will be final, binding and conclusive on the terms Parties and subject their respective Affiliates and representatives, successors and assigns. Notwithstanding anything herein to the provisions of contrary, the dispute resolution mechanism contained in this AgreementSection 11.07 involving the Neutral Auditor shall be the exclusive mechanism for resolving disputes, if any, regarding any claim for indemnification pursuant to Section 11.01(i).

Direct Claims. Any Claim Action by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and but in any event within not later than thirty (30) days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) 30 day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim claim by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof, and in any event within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses Party’s defense is materially prejudiced by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may could reasonably be expected to be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) 20 days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) 20-day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives reasonable access to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including reasonable access to the Indemnified PartySurviving Company’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors Representatives may reasonably request (subject request; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to Parent, under the provisions supervision of Section 5.18)Parent’s personnel and in such a manner as not to interfere with the normal operations of Parent. If the Indemnifying Party does not so respond within such thirty (30) 20-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreementin accordance with Section 10.10.

Direct Claims. Any Claim by If an Indemnified Party believes in good faith that it is entitled to indemnification from the Indemnifying Party for indemnification on account of a Loss which does not result from a Losses unrelated to Third Party Claim Claims (a “Direct Claim”) shall be asserted by ), the Indemnified Party giving shall notify the Indemnifying Party prompt written notice thereofthereof in accordance with Section 10.1(g). If the Indemnifying Party disputes the Direct Claim, and in any event within thirty (30) days after the discovery by Indemnifying Party shall notify the Indemnified Party of such disagreement within 30 days after receiving the circumstances giving rise to such ClaimIndemnified Party’s notice of a claim. The failure to give such prompt written notice shall notThereupon, however, relieve the Indemnified Party and the Indemnifying Party will, during the 30 day period following delivery of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason Party’s notice of such failure. Such notice by the Indemnified Party shall describe dispute of the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by to the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice , negotiate in good faith to respond in writing resolve their differences with respect to such the Direct Claim. During If the dispute is not resolved within such thirty (30) 30 day period, the Indemnified Party shall allow and the Indemnifying Party and its Representatives shall discuss in good faith the submission of the dispute to investigate the matter or circumstance alleged to give rise to the Direct Claimmediation, and whether and to what extent any amount is payable in respect the absence of the Direct Claim, and an agreement by the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party to such mediation, such dispute shall be resolved in a state or any federal court sitting in the State of its professional advisors may reasonably request (subject Texas pursuant to the provisions of Section 5.18)12.3. If the Indemnifying Party does not so respond within such thirty (30) day period, notifies the Indemnified Party that the Indemnifying Party shall be deemed does not dispute the Direct Claim or fails to have rejected such claim, in which case notify the Indemnified Party shall within 30 days after receipt of notice of a Direct Claim by the Indemnifying Party that the Indemnifying Party disputes the Direct Claim, the Losses in the amount specified in such notice of such Direct Claim will be free to pursue such remedies as may be available to conclusively deemed a liability of the Indemnifying Party. Upon resolution of the dispute, by agreement of the Indemnified Party on and the terms and subject Indemnifying Party, mediation or litigation, or if the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party does not dispute the Direct Claim or fails to notify the provisions Indemnified Party within 30 days after receipt of this Agreementnotice of a Direct Claim by the Indemnifying Party that the Indemnifying Party disputes the Direct Claim, the final Direct Claim amount, if any, shall be paid by the Indemnifying Party within 30 days after resolution of such dispute.

Direct Claims. (i) Any Claim Proceeding by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party Party, acting in good faith and reasonably, giving the Indemnifying Party reasonably prompt written notice thereof; provided, and in any event within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving rise to such Claim. The however, that failure to give such prompt written notice shall not, however, relieve not impair the Indemnifying Party rights of its indemnification obligationsthe Indemnified Party, except and only to the extent that the Indemnifying Party forfeits rights or defenses is materially prejudiced by reason of such failurefailure to give notice. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof detail and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party Party, acting in good faith and reasonably, shall have thirty (30) days after its receipt of such notice to respond in writing to such dispute a Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) day period, the Direct Claim shall be conclusively deemed a Loss subject to indemnification hereunder (an “Indemnifiable Deemed Loss”), recoverable against the Indemnifying Party shall be deemed to have rejected such claimin accordance with this Agreement without any further action on the part of the Indemnifying Party. In addition, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement, including bringing a Proceeding against the Indemnifying Party.

Direct Claims. Any Claim claim or demand by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and but in any event within not later than thirty (30) days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure or is materially prejudiced by such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified PartyCompany’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim Action by an Indemnified Party for indemnification on account of a Loss which that does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and but in any event within not later than thirty (30) days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses or is actually prejudiced by reason of such failure. Such notice by the Indemnified Party shall describe include (a) a reasonably detailed description of the facts and circumstances giving rise to the Direct Claim and the alleged inaccuracy in reasonable detail, shall include such representation or warranty or breach of such covenant or other specific circumstance entitling such Indemnified Party to such indemnification; (b) copies of all material written evidence thereof thereof; (c) the amount of, and shall indicate the estimated amountdescription of, if any Losses incurred or reasonably practicable, of the Loss that has been or may expected to be sustained incurred by the Indemnified Party; (d) a statement that the Indemnified Party is entitled to indemnification under Section 12.02, Section 12.03, Section 12.04, Section 12.05 or Section 12.06, as the case may be, for such Losses and identification of the specific representation or warranty alleged to have been inaccurate or the specific covenant alleged to have been breached or other specific circumstance entitling the Indemnified Party to such indemnification; and (e) a demand for payment in the amount of such Losses. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct ClaimClaim describing the grounds (to the extent known) for any objection thereto in reasonable detail. During such thirty (30) day period, the The Indemnified Party shall allow reasonably cooperate with the Indemnifying Party and its Representatives professional advisors to allow them to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18). If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement. In all cases, the notifying Party shall provide the Seller Representative with a copy of any notice required or described in this Section 12.11.

Direct Claims. Any Claim claim for indemnification by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and but in any event within thirty not later than ten (3010) days Business Days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that such failure has a prejudicial effect on the rights or defenses available to the Indemnifying Party forfeits rights or defenses by reason of with respect to such failureThird Party Claim. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) calendar days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) calendar day period, the Indemnifying Party shall be deemed to have rejected such claimDirect Claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim claim by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof, and in any event within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving rise to such Claimthereof reasonably promptly. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits material rights or material defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detaildetail (to the extent known to the Indemnified Party), shall include copies of all material written evidence thereof then in the possession of the Indemnified Party and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty forty-five (3045) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty forty-five (3045) day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified PartyCompany’s (or the Purchaser’s if applicable), premises and personnel personnel, and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject request; provided, however, that notwithstanding anything to the provisions contrary herein, neither the Company nor the Purchasers shall be obligated to provide the other Party with access to any books or records (including personnel files) where such access would or could reasonably be expected to (i) violate the terms of Section 5.18any Contract or Law to which a Party is a party or is subject, (ii) in the good faith determination of such Party, result in a loss of the ability to assert a claim of privilege (including the attorney-client and work product privileges), or (iii) result in the disclosure of any competitively sensitive information of such Party or any of their Affiliates; provided, that in the case of each of the immediately foregoing clauses (i), (ii) and (iii), such Party will inform the requesting Party of the general nature of the document or information being withheld and reasonably cooperate with such Party to provide such documentation or information in a manner that would not result in violation of Law or the loss or waiver of such privilege or could otherwise be redacted to mitigate any concerns around the sharing of the competitively sensitive information. If the Indemnifying Party does not so respond within such thirty forty-five (3045) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject pursuant to the provisions of this Agreement.

Direct Claims. Any Claim by an In the event any Indemnified Party for indemnification on account of discovers any matter that it has determined has given our could reasonably be expected to give rise to a Loss which claim under Section 9.2 against any Indemnifying Party that does not result from involve a Third Party Claim (a “Direct Claim”) shall be asserted by , the Indemnified Party giving shall promptly deliver an Indemnity Notice to the Indemnifying Party prompt written notice thereof, and in any event within thirty (30) days after the discovery by the Indemnified Party of has made such determination describing in reasonable detail the circumstances facts giving rise to the claim for indemnification hereunder and shall include (if then known) the amount or method of computation of the amount of such Claimclaim, and a reference to the provision of this Agreement upon which such claim is based. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party shall not be relieved of its indemnification obligationsobligations to indemnify the Indemnified Party with respect to such claim if the Indemnified Party fails to timely deliver the Indemnity Notice, except if and only to the extent that the Indemnifying Party forfeits rights or defenses by reason is actually prejudiced thereby. Following receipt of such failure. Such notice by an Indemnity Notice, the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt from the date it receives such Indemnity Notice (the “Dispute Period”) to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For purposes of such notice to respond in writing to such Direct Claim. During such thirty (30) day periodinvestigation, the Indemnified Party shall allow make available to the Indemnifying Party and its Representatives all the material information related to investigate such claim relied upon by, or in the matter possession or circumstance alleged to give rise to the Direct Claimcontrol of, and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving to substantiate such reasonable information and assistance (including access claim, to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (extent such information is not subject to the provisions of Section 5.18)attorney-client privilege or confidentiality obligations to a third party. If the Indemnifying Party does not so respond within disagrees with the validity or amount of all or a portion of such thirty (30) day periodclaim made by the Indemnified Party, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available deliver to the Indemnified Party written notice thereof (the “Dispute Notice”) prior to the expiration of the Dispute Period. If no Dispute Notice is received by the Indemnified Party within the Dispute Period or if the Indemnifying Party provides notice that it does not have a dispute with respect to such claim, such claim will be deemed approved and consented to by the Indemnifying Party (such claim being referred to herein as an “Approved Indemnification Claim”). If a Dispute Notice is received by the Indemnified Party within the Dispute Period and the Indemnified Party and the Indemnifying Party do not agree to the validity and/or amount of such disputed claim, no payment on the terms and subject disputed portion of the claim will be made to the provisions Indemnified Party until such dispute is resolved, whether by adjudication of this Agreementsuch matter, agreement between the Indemnified Party and the Indemnifying Party or otherwise.