Common use of Direct Claims Clause in Contracts

Direct Claims. In any case in which an Indemnified Party seeks indemnification hereunder which is not subject to Section 7.2 because no third-party action is involved, the Indemnified Party shall notify the Indemnifying Party in 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), the failure of the Indemnified Party to exercise promptness in such notification shall not amount to a waiver of such claim unless the resulting delay materially prejudices the position of the Indemnifying Party with respect to such claim.

Direct Claims. In any case in which an Indemnified Party seeks indemnification hereunder which is not subject to Section 7.2 9.2 because no third-party action is involved, the Indemnified Party shall notify the Indemnifying Party in 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(a9.4(a), the failure of the Indemnified Party to exercise promptness in such notification shall not amount to a waiver of such claim unless the resulting delay materially prejudices the position of the Indemnifying Party with respect to such claim.

Direct Claims. In any case in which an Indemnified Party seeks indemnification hereunder which under Section 9.12 that is not subject to Section 7.2 9.15 because no third-party action Third Party Claim is involved, the Indemnified Party shall promptly notify the Indemnifying Party in writing of any Indemnified Costs which such amounts that the Indemnified Party claims are subject to indemnification under the terms hereofof this Article IX. Subject to the limitations set forth in Section 7.4(a), the The failure of the Indemnified Party to exercise promptness in such notification shall not amount to a waiver of such claim unless claim, except to the extent the resulting delay materially and adversely prejudices the position of the Indemnifying Party with respect to such claim.

Direct Claims. In any case in which an Indemnified Party seeks indemnification hereunder which is not subject to Section 7.2 8.2 because no third-party action is involved, the Indemnified Party shall notify the Indemnifying Party in 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(a8.4(a), the failure of the Indemnified Party to exercise promptness in such notification shall not amount to a waiver of such claim unless the resulting delay materially prejudices the position of the Indemnifying Party with respect to such claim.

Direct Claims. In any case in which an Indemnified Party seeks indemnification hereunder which under Section 6.1 that is not subject to Section 7.2 6.3 because no third-party action Third Party Claim is involved, the Indemnified Party shall promptly notify the Indemnifying Party in writing of any Indemnified Costs which such amounts that the Indemnified Party claims are subject to indemnification under the terms hereofof this Article 6. Subject to the limitations set forth in Section 7.4(a), the The failure of the Indemnified Party to exercise promptness in such notification shall not riot amount to a waiver of such claim unless claim, except for the extent the resulting delay materially and adversely prejudices the position of the Indemnifying Party with respect to such claim.

Direct Claims. In any case in which an Indemnified Party seeks indemnification hereunder which is not subject to Section 7.2 8.3 because no third-party action is involved, the Indemnified Party shall notify the Indemnifying Party in 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), the The failure of the Indemnified Party to exercise promptness in such notification shall not amount to a waiver of such claim unless the resulting delay materially prejudices the position of the Indemnifying Party with respect to such claim.

Direct Claims. In any case in which an Indemnified Party seeks indemnification hereunder which is not subject to Section 7.2 8.3 because no third-party action is involved, the Indemnified Party shall notify the Indemnifying Party in writing of any Indemnified Costs 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), the The failure of the Indemnified Party to exercise promptness in such notification shall not amount to a waiver of such claim unless the resulting delay materially prejudices the position of the Indemnifying Party with respect to such claim.

Direct Claims. In any case in which an Indemnified Party seeks indemnification hereunder which is not subject to Section 7.2 11.3 because no third-party action is involved, the Indemnified Party shall notify the Indemnifying Party in 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(a11.6(c), the failure of the Indemnified Party to exercise promptness in such notification shall not amount to a waiver of such claim unless the resulting delay materially prejudices the position of the Indemnifying Party with respect to such claim.

Direct Claims. In any case in which an Indemnified Party seeks indemnification hereunder which is not subject to Section 7.2 11.2 because no third-party action is involved, the Indemnified Party shall notify the Indemnifying Party in 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(a11.4(a), the failure of the Indemnified Party to exercise promptness in such notification shall not amount to a waiver of such claim unless the resulting delay materially prejudices the position of the Indemnifying Party with respect to such claim.

Direct Claims. In any case in which an Indemnified Party seeks indemnification hereunder which is not subject to Section 7.2 11.2 because no third-party action is involved, the Indemnified Party shall notify the Indemnifying Party in 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(a11.4(a), the failure of the Indemnified Party to exercise promptness in such notification shall not amount to a waiver of such claim unless and to the extent the resulting delay materially prejudices the position of the Indemnifying Party with respect to such claim.

Direct Claims. In any case in which an Indemnified Party seeks indemnification hereunder under Section 5.1 which is not subject to Section 7.2 5.3 because no third-party action Third Party Claim is involved, the Indemnified Party shall notify the Indemnifying Party in writing of such direct claim, of any Indemnified Costs amounts which such Indemnified Party claims are subject to indemnification under the terms hereofof this Article 5. Subject to the limitations set forth in Section 7.4(a), the The failure of the Indemnified Party to exercise promptness in such notification shall not amount to a waiver of such claim unless claim, except to the extent the resulting delay materially prejudices the position of the Indemnifying Party with respect to such claim.

Direct Claims. In any case in which an Indemnified Party seeks indemnification hereunder which is not subject to Section 7.2 10.2 because no third-party action is involved, the Indemnified Party shall notify the Indemnifying Party in 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(a10.4(a), the failure of the Indemnified Party to exercise promptness in such notification shall not amount to a waiver of such claim unless the resulting delay materially prejudices the position of the Indemnifying Party with respect to such claim.

Direct Claims. In any case in which an Acquiror Indemnified Party seeks indemnification hereunder which is not subject to Section 7.2 12.2 hereof because no third-party action is involved, the Acquiror Indemnified Party shall notify the Indemnifying Party Stockholder Representative in writing of any Indemnified Costs Losses which such Acquiror Indemnified Party claims are subject to indemnification under the terms hereof. Subject to the limitations set forth in Section 7.4(a), the The failure of the Acquiror Indemnified Party to exercise promptness in such notification shall not amount to a waiver of such claim unless except to the extent the resulting delay materially prejudices the position of the Indemnifying Party Parties with respect to such claim.

Direct Claims. In any case in which an Indemnified Party seeks indemnification hereunder which is not subject to Section 7.2 9.5 because no third-party action Third Party Action is involved, the Indemnified Party shall will notify the Indemnifying Party in writing of any Indemnified Costs Damages or Claims which such Indemnified Party claims are subject to indemnification under the terms hereof. Subject to the limitations set forth in Section 7.4(a)this Article IX, the failure of the Indemnified Party to exercise promptness in such notification shall will not amount to a waiver of such claim unless the resulting delay materially and adversely prejudices the position of the Indemnifying Party with respect to such claim.

Direct Claims. In any case in which an Indemnified Party seeks indemnification hereunder which is not subject to Section 7.2 3.4 because no third-party action is involved, the Indemnified Party shall notify the Indemnifying Party in 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), the The failure of the Indemnified Party to exercise promptness in such notification shall not amount to a waiver of such claim unless the resulting delay materially prejudices the position of the Indemnifying Party with respect to such claim.

Direct Claims. In any case in which an Indemnified Party seeks indemnification hereunder which is not subject to Section 7.2 9.2 because no third-party action is involved, the Indemnified Party shall notify the Indemnifying Party in 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(a9.4(a), the failure of the Indemnified Party to exercise promptness #PageNum# in such notification shall not amount to a waiver of such claim unless the resulting delay materially prejudices the position of the Indemnifying Party with respect to such claim.

Direct Claims. In any case in which an Indemnified Party seeks indemnification hereunder which is not subject to Section 7.2 7.3 because no third-party action Third Party Action is involved, the Indemnified Party shall notify the Indemnifying Party in writing of any Indemnified Costs matters which such Indemnified Party claims are subject to indemnification under the terms hereof. Subject to the limitations set forth in Section 7.4(a), the The failure of the Indemnified Party to exercise promptness in such notification shall not amount to a waiver of such claim unless the resulting delay materially and adversely prejudices the position of the Indemnifying Party with respect to such claim.

Direct Claims. In any case in which an Indemnified Party seeks indemnification hereunder under this Article 7 which is not subject to Section 7.2 7.3 because no third-party action Third Party Claim is involved, the Indemnified Party shall notify the Indemnifying Party in writing of any Indemnified Costs costs which such Indemnified Party claims are subject to indemnification under the terms hereofof this Article 7. Subject to the limitations set forth in Section 7.4(a), the The failure of the Indemnified Party to exercise promptness in such notification shall not amount to a waiver of such claim unless claim, except to the extent the resulting delay materially prejudices the position of the Indemnifying Party with respect to such claim.

Direct Claims. In any case in which an Indemnified Party seeks indemnification hereunder under Section 11.1 which is not subject to Section 7.2 11.3 because no third-party action Third Party Claim is involvedinvolved (a “Direct Claim”), the Indemnified Party shall notify the Indemnifying Party in writing of any Indemnified Costs amounts which such Indemnified Party claims are subject to indemnification under the terms hereofof this Article XI. Subject to the limitations set forth in Section 7.4(a), the The failure of the Indemnified Party to exercise promptness in such notification shall not amount to a waiver of such claim unless claim, except to the extent the resulting delay materially prejudices the position of the Indemnifying Party with respect to such claim.

Direct Claims. In any case in which an Indemnified Party seeks indemnification hereunder which is not subject to Section 7.2 7.3 because no thirdThird-party action Party Claim is involved, the Indemnified Party shall notify the Indemnifying Party in 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)Sections 7.5 and 8.2, the failure of the Indemnified Party to exercise promptness in such notification shall not amount to a waiver of such claim unless except to the extent the resulting delay materially prejudices the position of the Indemnifying Party with respect to such claim.

Direct Claims. In any case in which an Indemnified Party seeks indemnification hereunder which is not subject to Section 7.2 10.3 because no third-party action is involved, the Indemnified Party shall notify the Indemnifying Party in 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), the The failure of the Indemnified Party to exercise promptness in such notification shall not amount to a waiver of such claim unless except to the extent the resulting delay materially prejudices the position of the Indemnifying Party with respect to such claim.

Direct Claims. In any case in which an Indemnified Party seeks indemnification hereunder which under Section 5.1 that is not subject to Section 7.2 5.3 because no third-party action Third Party Claim is involved, the Indemnified Party shall promptly notify the Indemnifying Party in writing of any Indemnified Costs which such amounts that the Indemnified Party claims are subject to indemnification under the terms hereofof this ARTICLE 5. Subject to the limitations set forth in Section 7.4(a), the The failure of the Indemnified Party to exercise promptness in such notification shall not amount to a waiver of such claim unless claim, except to the extent the resulting delay materially and adversely prejudices the position of the Indemnifying Party with respect to such claim.

Direct Claims. In any case in which an Indemnified Party seeks indemnification hereunder which is not subject to Section 7.2 11.3 because no third-party action is involved, the Indemnified Party shall notify the Indemnifying Party in 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), the The failure of the Indemnified Party to exercise promptness in such notification shall not amount to a waiver of such claim unless the resulting delay materially prejudices the position of the Indemnifying Party with respect to such claim.

Direct Claims. In any case in which an Indemnified Party seeks indemnification hereunder which is not subject to Section 7.2 11.3 because no third-party action Third Party Claim is involved, the Indemnified Party shall notify the Indemnifying Party in writing as promptly as practicable of any Indemnified Costs Losses which such Indemnified Party claims are subject to indemnification under the terms hereof. Subject to the limitations otherwise set forth in this Section 7.4(a)11, the failure of the Indemnified Party to exercise promptness in such notification shall not amount to a waiver of such claim unless the resulting delay materially prejudices the position of the Indemnifying Party with respect to such claim.

Direct Claims. In any case in which an Indemnified Party seeks indemnification hereunder which is not subject to Section 7.2 11.2 hereof because no third-party action is involved, the Indemnified Party shall notify the Indemnifying Party Shareholder Representatives in 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), the The failure of the Indemnified Party to exercise promptness in such notification shall not amount to a waiver of such claim unless except to the extent the resulting delay materially prejudices the position of the Indemnifying Party Parties with respect to such claim.

Direct Claims. In any case in which an Indemnified Party seeks indemnification hereunder which is not subject to Section 7.2 12.4 because no third-party action is involved, the Indemnified Party shall promptly notify the Indemnifying Party in 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), the The failure of the Indemnified Party to exercise promptness in such notification shall not amount to a waiver of such claim unless unless, and to the extent, the resulting delay materially prejudices the position of the Indemnifying Party with respect to such claim.

Direct Claims. In any case in which an Indemnified Party seeks indemnification hereunder which is not subject to Section 7.2 11.3 because no third-party action is involved, the Indemnified Party shall notify the Indemnifying Party in 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(a11.6(c), the failure of the Indemnified Party to exercise promptness in such notification shall not amount to a waiver of such claim unless to the extent that the resulting delay materially prejudices the position of the Indemnifying Party with respect to such claim.

Direct Claims. In any case in which an Indemnified Party seeks indemnification hereunder which is not subject to Section 7.2 7.03 because no third-party action Third Party Action is involved, the Indemnified Party shall will notify the Indemnifying Party in 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 this Article Seven and Section 7.4(a)7.03, the failure of the Indemnified Party to exercise promptness in such notification shall will not amount to a waiver of such claim unless the resulting delay materially and adversely prejudices the position of the Indemnifying Party with respect to such claim.

Direct Claims. In any case in which an Indemnified Party seeks indemnification hereunder which under Section 5.1 that is not subject to Section 7.2 5.3 because no third-party action Third Party Claim is involved, the Indemnified Party shall notify the Indemnifying Party in writing of such direct claim, of any Indemnified Costs amounts which such Indemnified Party claims are subject to indemnification under the terms hereofof this Article 5. Subject to the limitations set forth in Section 7.4(a), the The failure of the Indemnified Party to exercise promptness in such notification shall not amount to a waiver of such claim unless claim, except to the extent the resulting delay materially prejudices the position of the Indemnifying Party with respect to such claim.

Direct Claims. In any case in which an Indemnified Party seeks indemnification hereunder which is not subject to Section 7.2 13.2 because no third-party action Third Party Claim is involved, the Indemnified Party shall notify the Indemnifying Party in writing of any Indemnified Costs Losses which such Indemnified Party claims are subject to indemnification under the terms hereof. Subject to the limitations otherwise set forth in this Section 7.4(a)13, the failure of the Indemnified Party to exercise promptness in such notification shall not amount to a waiver of such claim unless and to the extent the resulting delay materially prejudices the position of the Indemnifying Party with respect to such claim.

Direct Claims. In any case in which an Indemnified Party seeks indemnification hereunder which is not subject to Section 7.2 9.2 because no third-party action Third Party Claim is involved, the Indemnified Party shall notify the Indemnifying Party in writing of any Indemnified Costs Losses which such Indemnified Party claims are subject to indemnification under the terms hereof. Subject to the limitations otherwise set forth in Section 7.4(a)this Article IX, the failure of the Indemnified Party to exercise promptness in such notification shall not amount to a waiver of such claim unless the resulting delay materially prejudices the position of the Indemnifying Party with respect to such claim.

Direct Claims. In any case in which an Indemnified Party seeks indemnification hereunder which is not subject to Section 7.2 9.2 because no third-party action Third Party Claim is involved, the Indemnified Party shall notify the Indemnifying Party in writing of any Indemnified Costs Losses which such Indemnified Party claims are subject to indemnification under the terms hereof. Subject to the limitations set forth in Section 7.4(a)this Article IX, the failure of the Indemnified Party to exercise promptness in such notification shall not amount to a waiver of such claim unless the resulting delay materially prejudices the position of the Indemnifying Party with respect to such claim.

Direct Claims. In any case in which an Indemnified Party seeks indemnification hereunder which is not subject to Section 7.2 7.3 hereof because no third-party action is involved, the Indemnified Party shall notify the Indemnifying Party Parties in writing of any Indemnified Costs which such Indemnified Party he, she, or it claims are subject to indemnification under the terms hereof. Subject to the limitations set forth in Section 7.4(a), the The failure of the Indemnified Party to exercise promptness in such notification shall not amount to a waiver of such claim unless if the Indemnified Party can demonstrate that the resulting delay did not materially prejudices prejudice the position of the Indemnifying Party Parties with respect to such claim.

Direct Claims. In any case in which an Indemnified Party seeks indemnification hereunder which is not subject to Section 7.2 11.3 because no third-party action is involved, the Indemnified Party shall notify the Indemnifying Party in 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(a11.6(a), the failure of the Indemnified Party to exercise promptness in such notification shall not amount to a waiver of such claim unless the resulting delay materially prejudices the position of the Indemnifying Party with respect to such claim.

Direct Claims. In any case in which an Indemnified Party seeks indemnification hereunder which is not subject to Section 7.2 8.4 because no third-third- party action is involved, the Indemnified Party shall notify the Indemnifying Party in 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), the The failure of the Indemnified Party to exercise promptness in such notification shall not amount to a waiver of such claim unless the resulting delay materially prejudices the position of the Indemnifying Party with respect to such claim.

Direct Claims. In any case in which an Indemnified Party seeks indemnification hereunder which is not subject to Section 7.2 because no third-party action is involved, the Indemnified Party shall notify the Indemnifying Party in 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(a7.4 (a), the failure of the Indemnified Party to exercise promptness in such notification shall not amount to a waiver of such claim unless the resulting delay materially prejudices the position of the Indemnifying Party with respect to such claim.

Direct Claims. In any case in which an Indemnified Party seeks indemnification hereunder which is not subject to Section 7.2 11.3 because no third-party action is involvedinvolved (a “direct action”), the Indemnified Party shall notify the Indemnifying Party in 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), the The failure of the Indemnified Party to exercise promptness in such notification shall not amount to a waiver of such claim unless and only to the extent that the resulting delay materially and adversely prejudices the position of the Indemnifying Party with respect to such claim.

Direct Claims. In any case in which an Indemnified Party seeks indemnification hereunder which is not subject to Section 7.2 because no third-party action is involved, the Indemnified Party shall notify the Indemnifying Party in 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), the failure of the Indemnified Party to exercise promptness in such notification shall not amount to a waiver of such claim unless the resulting delay materially prejudices the position of the Indemnifying Party with respect to such claim.. 7.4

Direct Claims. In any case in which an Indemnified Party seeks indemnification hereunder which under Section 7.1 that is not subject to Section 7.2 7.3 because no third-party action Third Party Claim is involved, the Indemnified Party shall promptly notify the Indemnifying Party in writing of any Indemnified Costs which such amounts that the Indemnified Party claims are subject to indemnification under the terms hereofof this Article 7. Subject to the limitations set forth in Section 7.4(a), the The failure of the Indemnified Party to exercise promptness in such notification shall not amount to a waiver of such claim unless claim, except to the extent the resulting delay materially and adversely prejudices the position of the Indemnifying Party with respect to such claim.. EXECUTION VERSION

Direct Claims. In any case in which an Indemnified Party seeks indemnification hereunder which under Section 9.10 that is not subject to Section 7.2 9.13 because no third-party action Third Party Claim is involved, the Indemnified Party shall promptly notify the Indemnifying Party in writing of any Indemnified Costs which such amounts that the Indemnified Party claims are subject to indemnification under the terms hereofof this Article IX. Subject to the limitations set forth in Section 7.4(a), the The failure of the Indemnified Party to exercise promptness in such notification shall not amount to a waiver of such claim unless claim, except to the extent the resulting delay materially and adversely prejudices the position of the Indemnifying Party with respect to such claim.

Direct Claims. In any case in which an Indemnified Party seeks indemnification hereunder which is not subject to Section 7.2 10.3 because no third-party action is involved, the Indemnified Party shall notify the Indemnifying Party in 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), the The failure of the Indemnified Party to exercise promptness in such notification shall not amount to a waiver of such claim unless the resulting delay materially prejudices the position of the Indemnifying Party with respect to such claim.

Direct Claims. In any case in which an Indemnified Party seeks indemnification hereunder under Section 11.1 which is not subject to Section 7.2 11.3 because no third-party action Third Party Claim is involvedinvolved (a “Direct Claim”), the Indemnified Party shall notify the Indemnifying Party in writing of any Indemnified Costs amounts which such Indemnified Party claims are subject to indemnification under the terms hereofof this Article XI. Subject to the limitations set forth in Section 7.4(a), the The failure of the Indemnified Party to exercise promptness in such notification shall not amount to a waiver of such claim unless claim, except to the extent the resulting delay materially prejudices the position of the Indemnifying Party with respect to such claim.. - 42 - Section 11.3

Direct Claims. In any case in which an Indemnified Party seeks indemnification hereunder which is not subject to Section 7.2 11.3 because no third-party action is involvedinvolved (a "direct action"), the Indemnified Party shall notify the Indemnifying Party in 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(a11.5(b), the failure of the Indemnified Party to exercise promptness in such notification shall not amount to a waiver of such claim unless and only to the extent that the resulting delay materially and adversely prejudices the position of the Indemnifying Party with respect to such claim.

Direct Claims. In any case in which an Indemnified Party seeks indemnification hereunder under Section 11.1 which is not subject to Section 7.2 11.3 because no third-party action Third Party Claim is involvedinvolved (a “Direct Claim”), the Indemnified Party shall notify the Indemnifying Party in writing of any Indemnified Costs amounts which such Indemnified Party claims are subject to indemnification under the terms hereofof this Article XI. Subject to the limitations set forth in Section 7.4(a), the The failure of the Indemnified Party to exercise promptness in such notification shall not amount to a waiver of such claim unless claim, except to the extent the resulting delay materially and adversely prejudices the position of the Indemnifying Party with respect to such claim.

Direct Claims. In any case in which an Indemnified Party seeks indemnification hereunder which is not subject to Section 7.2 9.4(a) because no third-party action is involved, the Indemnified Party shall notify the Indemnifying Party in 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(a9.4(c), the failure of the Indemnified Party to exercise promptness in such notification shall not amount to a waiver of such claim unless the resulting delay materially prejudices the position of the Indemnifying Party with respect to such claim.

Direct Claims. In any case in which an Indemnified Party seeks indemnification hereunder which is not subject to Section 7.2 4.2 hereof because no third-party action is involved, the Indemnified Party shall notify the Indemnifying Party in writing Sellers of any Indemnified Costs which such Indemnified Party it claims are subject to indemnification under the terms hereof. Subject to the limitations set forth in Section 7.4(a), the The failure of the Indemnified Party to exercise promptness in such notification shall not amount to a waiver of such claim unless the resulting delay materially prejudices the position of the Indemnifying Party Parties with respect to such claim.

Direct Claims. In any case in which an Indemnified Party seeks indemnification hereunder which under Section 7.1 that is not subject to Section 7.2 7.3 because no third-party action Third Party Claim is involved, the Indemnified Party shall promptly notify the Indemnifying Party in writing of any Indemnified Costs which such amounts that the Indemnified Party claims are subject to indemnification under the terms hereofof this Article 7. Subject to the limitations set forth in Section 7.4(a), the The failure of the Indemnified Party to exercise promptness in such notification shall not amount to a waiver of such claim unless claim, except to the extent the resulting delay materially and adversely prejudices the position of the Indemnifying Party with respect to such claim.

Direct Claims. In any case in which an Indemnified Party seeks ------------- indemnification hereunder which is not subject to Section 7.2 8.3 because no third-third- party action is involved, the Indemnified Party shall notify the Indemnifying Party in 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), the The failure of the Indemnified Party to exercise promptness in such notification shall not amount to a waiver of such claim unless except to the extent that the resulting delay materially prejudices the position of the Indemnifying Party with respect to such claim.

Direct Claims. In any case in which an Indemnified Party seeks indemnification hereunder which is not subject to Section 7.2 13.2 because no third-party action Third Party Action is involved, the Indemnified Party shall will notify the Indemnifying Party Representative in writing of any Indemnified Costs Losses which such Indemnified Party claims are subject to indemnification under the terms hereof. Subject to the limitations set forth in this ARTICLE XIII and in Section 7.4(a)15.1, the failure of the Indemnified Party to exercise promptness in such notification shall will not amount to a waiver of such claim unless the resulting delay materially and adversely prejudices the position of the Indemnifying Party with respect to such claim.

Direct Claims. In any case in which an Indemnified Party seeks indemnification hereunder which is not subject to Section 7.2 8.3 because no third-party action is involved, the Indemnified Party shall notify the Indemnifying Party in 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), the The failure of the Indemnified Party to exercise promptness in such notification shall not amount to a waiver of such claim unless except to the extent the resulting delay materially prejudices the position of the Indemnifying Party with respect to such claim.

Direct Claims. In any case in which an Indemnified Party seeks indemnification hereunder which is not subject to Section 7.2 11.3 because no third-party action is involved, the Indemnified Party shall notify the Indemnifying Party in 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(a11.5(b), the failure of the Indemnified Party to exercise promptness in such notification shall not amount to a waiver of such claim unless the resulting delay materially prejudices the position of the Indemnifying Party with respect to such claim.

Direct Claims. In any case in which an xxxxx xx Indemnified Party seeks indemnification hereunder which is not subject to Section 7.2 12.4 because no third-party action is involved, the Indemnified Party shall promptly notify the Indemnifying Party in 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), the The failure of the Indemnified Party to exercise promptness in such notification shall not amount to a waiver of such claim unless unless, and to the extent, the resulting delay materially prejudices the position of the Indemnifying Party with respect to such claim.