Common use of Matters Involving Third Parties Clause in Contracts

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 9 then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "Indemnified Party") with ----------------- respect to any matter (a "Third Party Claim") which may give rise to a ----------------- claim for indemnification against any other Party (the "Indemnifying Party") ------------------ under this Section 9 7, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the -------- ------- part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "Indemnified ------------ Party") with respect to any matter (a "Third Party Claim") which may give ------------------- rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 9 (S)6, then the Indemnified Party shall -------------------- promptly notify each Indemnifying Party thereof in writing; provided, --------- however, that no delay on the part of the Indemnified Party in notifying ------- any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any the other Party (the "Indemnifying Party") under this Section 9 8, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; which notice shall provide reasonable detail and specificity as to the claim or proceeding and the amount of damages sought in such claim or proceeding; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter (a "Third Party ClaimTHIRD PARTY CLAIM") which may give rise to a claim for indemnification against any other Party or Parties (the "Indemnifying PartyINDEMNIFYING PARTY OR PARTIES") under this Section 9 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; providedPROVIDED, howeverHOWEVER, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party or Parties from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party or Parties thereby is materially is(are) prejudiced.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "Indemnified ----------- Party") with respect to any matter (a "Third Party Claim") which may give ----- ----------------- rise to a claim for indemnification against any other Party (the "Indemnifying Party") under (S) 8 or this Section 9 (S) 9, then the Indemnified Party ------------------- shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced.

Matters Involving Third Parties. (ia) If any third party shall notify any party entitled to indemnification hereunder Acquiree Indemnified Parties (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any other Party Acquiror Sole Shareholder (the "“Indemnifying Party"”) under this Section 9 Article XII, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby is materially prejudiced.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "Indemnified ----------- Party") with respect to any matter (a "Third Party Claim") which may give ----- ----------------- rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 9 6, then the Indemnified Party ------------------ shall promptly notify each Indemnifying Party thereof in writing; provided, --------- however, that no delay on the part of the Indemnified Party in notifying ------- any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 9 (section)7, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby forfeits material substantive rights or defenses or is otherwise materially prejudiced.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "Indemnified ----------- Party") with respect to any matter (a "Third Party Claim") which may give ----- ----------------- rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 9 8, then the Indemnified Party ------------------ shall promptly notify each Indemnifying Party thereof in writing; provided, -------- however, that no delay on the part of the Indemnified Party in notifying -------- any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced.

Matters Involving Third Parties. (ia) If any third party shall notify a Third Party notifies any party entitled to indemnification hereunder hereto (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any the other Party party hereto (the "Indemnifying PartyINDEMNIFYING PARTY") under this Section 9 ARTICLE X, then the Indemnified Party shall promptly use reasonable efforts to notify each the Indemnifying Party thereof promptly and in writingany event within ten (10) days after receiving any written notice from a third party; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (unless, and then solely to the extent) extent that, the Indemnifying Party thereby is materially prejudicedactually and substantially prejudiced thereby.

Matters Involving Third Parties. (ia) If any third party shall notify any party entitled to indemnification hereunder Acquiree Indemnified Parties (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any other Party Acquiror Principal Shareholder (the "“Indemnifying Party"”) under this Section 9 Article XI, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby is materially prejudiced.

Matters Involving Third Parties. (ia) If any third party shall notify any party entitled to indemnification hereunder Acquiree Indemnified Parties (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any other Party the Acquiror Principal Shareholder (the "“Indemnifying Party"”) under this Section 9 Article X, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby is materially prejudiced.

Matters Involving Third Parties. (ia) If any third party shall notify any party notifies a Party entitled to indemnification hereunder under Section 10.1 or Section 10.2 (the "“Indemnified Party"”) with respect to any matter (a "Third Party Claim") which that may give rise to a claim for indemnification against any the other Party (the "“Indemnifying Party"”) under this Section 9 ARTICLE X, then the Indemnified Party shall promptly use reasonable efforts to notify each the Indemnifying Party thereof promptly and in writingany event within ten (10) days after receiving any written notice from a third party; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (unless, and then solely to the extent) extent that, the Indemnifying Party thereby is materially prejudicedactually prejudiced thereby.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter (a "Third Party ClaimTHIRD PARTY CLAIM") which may give rise to a claim for indemnification against any the other Party (the "Indemnifying PartyINDEMNIFYING PARTY") under this Section 9 7, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; providedPROVIDED, howeverHOWEVER, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced.

Matters Involving Third Parties. (ia) If any third party shall notify any party Person entitled to indemnification hereunder under this Section 7 or Section 9.2 (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification pursuant to this Section 7 or Section 9.2 against any other Party Person required to provide such indemnification (the "Indemnifying Party") under this Section 9 ), then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced.

Matters Involving Third Parties. (i) If any third party shall notify Seller or any party entitled to indemnification hereunder Buyer Indemnitees (in such capacity, the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any other Party (in such capacity, the "“Indemnifying Party"”) under this Section 9 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 9 then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 9 6, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced.

Matters Involving Third Parties. (ia) If any third party shall notify any party entitled to indemnification hereunder either a Vianet Indemnified Person or the CSC Stockholders, as the case may be (the in either case an "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party party (the "Indemnifying Party") under this Section 9 9, then the Indemnified Party shall promptly notify each Indemnifying Party thereof Thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced.

Matters Involving Third Parties. (i) 9.4.1 If any third party shall notify any party entitled to indemnification hereunder the Company, Sellers or Purchaser, as the case may be (the "Indemnified Party") ), with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party the Company, Sellers or Purchaser, as the case may be (the "Indemnifying Party") under this Section 9 ), then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; : provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced.

Matters Involving Third Parties. (ia) If any third party shall notify notifies any party entitled to indemnification hereunder Indemnified Buyer or Indemnified Seller (the "“Indemnified Party"”) with respect to any matter (a "Third “Third-Party Claim"”) which that may give rise to a claim for indemnification against any other Party (the "“Indemnifying Party"”) under this Section 9 6, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby is materially prejudiced.

Matters Involving Third Parties. (ia) If any third party shall notify any party entitled to indemnification hereunder Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may which, if true (without any responsibility for independent investigation of the facts or law contained in such notice from the third party), would give rise to a claim for indemnification against any other Party (the "“Indemnifying Party"”) under this Section 9 Article X, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced.

Matters Involving Third Parties. (ia) If any third party Third Party shall notify any party entitled to indemnification hereunder either Purchaser or Seller (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter (a "Third Party ClaimTHIRD PARTY CLAIM") which may give rise to a claim for indemnification against any the other Party (the "Indemnifying PartyINDEMNIFYING PARTY") under this Section 9 Article XI, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudicedprejudiced thereby.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "Indemnified ------------ Party") with respect to any matter (a "Third Party Claim") which may give ------ ------------------- rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 9 6, then the Indemnified Party -------------------- shall promptly notify each Indemnifying Party thereof in writing; provided, -------- however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced.

Matters Involving Third Parties. (i) 9.5.10. If any third party shall notify notifies any party entitled to indemnification hereunder (the "Indemnified Party") Party with respect to any matter (a "“Third Party Claim"”) which that may give rise to a claim for indemnification against any other Indemnifying Party (the "Indemnifying Party") under this Section 9 Article 9, then the Indemnified Party shall will promptly notify each in writing the Indemnifying Party thereof of such Third Party Claim describing in writingreasonable detail the basis for such Third Party Claim and the amount of the claimed Losses; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall will relieve the Indemnifying Party from any indemnification obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudicedprejudiced thereby. This Section 9.5 shall not apply to the conduct of any Tax Proceedings, which shall be exclusively governed by Section 8.9.5.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter (a "Third Party ClaimTHIRD PARTY CLAIM") which may give rise to a claim for indemnification against any the other Party (the "Indemnifying PartyINDEMNIFYING PARTY") under this Section 9 8, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; providedPROVIDED, howeverHOWEVER, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudicedprejudiced thereby.

Matters Involving Third Parties. (ia) If any third party shall notify any party entitled to indemnification hereunder Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may which, if true (without any responsibility for independent investigation of the facts or law contained in such notice from the third party), would give rise to a claim for indemnification against any other Party (the "“Indemnifying Party"”) under this Section 9 Article VIII, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter (a "Third Party ClaimTHIRD PARTY CLAIM") which may give rise to a claim by such Indemnified Party for indemnification against any other Party (the "Indemnifying PartyINDEMNIFYING PARTY") under this Section 9 Agreement, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writingpromptly; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extentextent that) the Indemnifying Party thereby is materially prejudiceddisadvantaged or damaged thereby.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder hereto (the "Indemnified Party") with respect to any matter (a "Third Party Claim") ----------------- ----------------- which may give rise to a claim for indemnification against any other Party party hereto (the "Indemnifying Party") under this Section 9 10, then the ------------------ Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified ----------------- Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 9 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writingwriting pursuant to Section 11(f); provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced.

Matters Involving Third Parties. (ia) If any third party shall notify any party entitled to indemnification hereunder Party (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter (a "Third Party ClaimTHIRD PARTY CLAIM") which may give rise to a claim for indemnification against any other Party (the "Indemnifying INDEMNIFYING Party") under this Section 9 SECTION 7, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; providedPROVIDED, howeverHOWEVER, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter (a "Third Party ClaimTHIRD PARTY CLAIM") which may give rise to a claim for indemnification against any other Party (the "Indemnifying INDEMNIFYING Party") under this Section 9 SECTION 6, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; providedPROVIDED, howeverHOWEVER, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "Indemnified Party") with respect to any matter in respect of a Claim by such third party (a "Third Party Claim") which may give rise to a claim Claim for indemnification against any other Party (the "Indemnifying Party") under this Section 9 ss.8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writingwriting with respect to such potential Adverse Consequences; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced.

Matters Involving Third Parties. (i) If any third party shall notify notifies any party entitled to indemnification hereunder Buyer Indemnitee or Seller Indemnitee (the "‘‘Indemnified Party"’’) with respect to any matter (a "Third ‘‘Third-Party Claim"’’) which that may give rise to a claim for indemnification against any other indemnifying Party (the "‘‘Indemnifying Party"’’) under this Section 9 §8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby is materially prejudiced.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any the other Party (the "Indemnifying Party") under this Section 9 5, then the Indemnified Party shall promptly (and in any event within 15 days or with longer advance notice to enable the defense of the claim) notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced, including prejudiced in the defense of such Third Party Claim.

Matters Involving Third Parties. (ia) If any third party shall notify any party entitled to indemnification hereunder hereto (the "“Indemnified Party"”) with respect to any matter (a "Third “Third-Party Claim"”) which may give rise to a claim for indemnification against any other Party party hereto (the "“Indemnifying Party"”) under this Section 9 10, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced; and further provided, that Third-Party Claims relating to Taxes shall be governed by the provisions of Section 10.3.

Matters Involving Third Parties. (ia) If any third party shall notify in writing any party entitled to indemnification hereunder Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") ------------------ ----------------- which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 9 Article 9, then the Indemnified Party ------------------ shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced.. The term "

Matters Involving Third Parties. (ia) If any third party shall notify any party Person entitled to indemnification hereunder under this Section 7 (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification pursuant to this Section 7 against any other Party Person required to provide such indemnification (the "Indemnifying Party") under this Section 9 ), then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced.

Matters Involving Third Parties. (ia) If any third party shall notify notifies any party entitled to indemnification hereunder hereto (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any the other Party party hereto (the "Indemnifying PartyINDEMNIFYING PARTY") under this Section 9 ARTICLE XIII, then the Indemnified Party shall promptly use reasonable efforts to notify each the Indemnifying Party thereof promptly and in writingany event within ten days after receiving any written notice from a third party; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (unless, and then solely to the extent) extent that, the Indemnifying Party thereby is materially prejudicedactually prejudiced thereby.

Matters Involving Third Parties. (i) If a)If any third party shall notify notifies any party person that is entitled to seek indemnification hereunder pursuant to Sections 7.02(a) or (b) hereof (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a good faith claim for indemnification against any other Party person under this Article VII (the "“Indemnifying Party") under this Section 9 ”), then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby is materially prejudiced.

Matters Involving Third Parties. (ia) If any third party shall notify any party entitled to indemnification hereunder of the Freeport Indemnitees or the COP Indemnitees (the "Indemnified PartyPerson") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 9 Article 6, then the Indemnified Party Person shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay failure on the part of the Indemnified Party in notifying Person to notify any Indemnifying Party shall not relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby is materially prejudicedprejudiced by such failure.

Matters Involving Third Parties. (i) If any third party shall notify notifies any party entitled to indemnification hereunder Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which that may give rise to a claim for indemnification against any other Party (the "“Indemnifying Party"”) under this Section 9 then 8, the Indemnified Party shall promptly (and in any event within five (5) business days after receiving notice of the Third Party Claim) notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the an Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from of any obligation of its obligations hereunder unless (and then solely to the extent) extent that the Indemnifying Party thereby is materially prejudiced.irrevocably prejudiced by such

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "Indemnified ----------- Party") with respect to any matter (a "Third Party Claim") which may ----------------- give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 9 (S)8, then the Indemnified Party ------------------ shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party ----------------- in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced.

Matters Involving Third Parties. (ia) If any third party shall notify any party entitled to indemnification hereunder this Agreement (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party party to this Agreement (the "Indemnifying Party") under this Section 9 11, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudicedprejudiced and so long as such notice shall be delivered to the Indemnifying Party within the survival period set forth in Section 11.1 above.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter (a "Third Party ClaimTHIRD PARTY CLAIM") which may give rise to a claim for indemnification against any other Party (the "Indemnifying PartyINDEMNIFYING PARTY") under this Section 9 ss.7, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; providedPROVIDED, howeverHOWEVER, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced.

Matters Involving Third Parties. (ia) If any third party shall notify notifies any party entitled to indemnification hereunder hereto (the "“Indemnified Party"”) with respect to any matter (a "Third Party Claim") which may give rise to a claim (other than a Tax Claim) for indemnification against any the other Party party hereto (the "“Indemnifying Party"”) under this Section 9 Article X, then the Indemnified Party shall promptly use reasonable efforts to notify each the Indemnifying Party thereof promptly and in writingany event within ten (10) days after receiving any written notice from a third party; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (unless, and then solely to the extent) extent that, the Indemnifying Party thereby is actually and materially prejudicedprejudiced thereby.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") ------------------ ----------------- which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 9 (S)6, then the Indemnified Party ------------------ shall promptly notify each Indemnifying Party thereof in writing; provided, --------- however, that no delay on the part of the Indemnified Party in notifying ------- any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced.

Matters Involving Third Parties. (ia) If any third party shall notify notifies any party entitled to indemnification hereunder Buyer Indemnitee or Seller Indemnitee (the "each an “Indemnified Party"”) with respect to any matter (a "Third “Third-Party Claim"”) which that may give rise to a claim for indemnification against any other Party either of Seller or Buyer (the "“Indemnifying Party"”) under this Section 9 6, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby is materially prejudiced.

Matters Involving Third Parties. (ia) If any third party shall notify notifies any party entitled to indemnification hereunder Party (the "“Indemnified Party"”) with respect to any matter (a "Third “Third-Party Claim"”) which that may give rise to a claim for indemnification against any other Party (the "“Indemnifying Party"”) under this Section 9 6, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that such notice shall set forth in reasonable detail such Third-Party Claim and the basis for indemnification and no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby is materially prejudiced.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter (a "Third Party ClaimTHIRD PARTY CLAIM") which may give rise to a claim for indemnification against any other Party (the "Indemnifying PartyINDEMNIFYING PARTY") under this Section 9 11, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; providedPROVIDED, howeverHOWEVER, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Acquiree Indemnified Parties (the "" Indemnified PartyParty ") with respect to any matter (a "" Third Party ClaimClaim ") which may give rise to a claim for indemnification against any other Party Acquiror Principal Shareholder (the "" Indemnifying PartyParty ") under this Section 9 Article XII , then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby is materially prejudiced.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "Indemnified ----------- Party") with respect to any matter (a "Third Party Claim") which may ----- ----------------- give rise to a claim for indemnification Indemnification against any other another Party or Parties (the "Indemnifying Party") under this Section 9 (S) 8, then the ------------------ Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the ----------------- Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder under this Agreement unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudicedprejudiced by such delay.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled party(ies) to indemnification hereunder this Agreement (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any the other Party party(ies) to this Agreement (the "“Indemnifying Party"”) under this Section 9 8, then the Indemnified Party Party’s representative shall promptly notify each the Indemnifying Party Party’s representative thereof in writing; provided, however, that no delay on the part of the Indemnified Party Party’s representative in notifying any the Indemnifying Party Party’s representative shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced.

Matters Involving Third Parties. (ia) If any third party shall notify any notifies a party entitled to indemnification hereunder this Agreement (the "“Indemnified Party"”) with respect to any matter (a "Third Party Claim") which may give rise to a claim (other than a Tax Claim) for indemnification against any other Party another party to this Agreement (the "“Indemnifying Party"”) under this Section 9 Article IX, then the Indemnified Party shall promptly use reasonable efforts to notify each the Indemnifying Party thereof promptly and in writingany event within ten days after receiving any written notice from a third party; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (unless, and then solely to the extent) extent that, the Indemnifying Party thereby is materially prejudicedactually prejudiced thereby.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 9 10 then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter (a "Third Party ClaimTHIRD PARTY CLAIM") which may give rise to a claim for indemnification against any the other Party (the "Indemnifying PartyINDEMNIFYING PARTY") under this Section 9 8, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; providedPROVIDED, howeverHOWEVER, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced.

Matters Involving Third Parties. (ia) If any third party shall notify any party entitled to indemnification hereunder (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 9 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder notifies either Party (the "or a Purchaser Indemnified Party or Seller Indemnified Party", as applicable, the “Indemnified Party”) with respect to any matter (a "Third “Third-Party Claim"”) which that may give rise to a claim for indemnification against any other Party (the "“Indemnifying Party"”) under this Section 9 9, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby is materially prejudiced.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "Indemnified ----------- Party") with respect to any matter (a "Third Party Claim") which may give ----- ----------------- rise to a claim for indemnification against any the other Party (the "Indemnifying Party") under this Section 9 (S)11, then the Indemnified Party shall ------------------ promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter (a "Third Party ClaimTHIRD PARTY CLAIM") which may give rise to a claim for indemnification against any other Party (the "Indemnifying PartyINDEMNIFYING PARTY") under this Section 9 section 11, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; providedPROVIDED, howeverHOWEVER, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced.

Matters Involving Third Parties. (ia) If any third party shall notify notifies any party entitled to indemnification hereunder Party (the "“Indemnified Party"”) with respect to any matter (a "Third “Third-Party Claim"”) which that may give rise to a claim for indemnification against any other Party (the "“Indemnifying Party"”) under this Section 9 7, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that such notice shall set forth in reasonable detail such Third-Party Claim and the basis for indemnification and no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby is materially prejudiced.

Matters Involving Third Parties. (ia) If any third party shall notify any party entitled to indemnification hereunder Acquiree Indemnified Parties (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any other Party the Acquiror Principal Shareholder (the "“Indemnifying Party"”) under this Section 9 Article XIII, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby is materially prejudiced.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Buyer Indemnified Party or any Seller Indemnified Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any other Party party (the "“Indemnifying Party"”) under this Section 9 14, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced.

Matters Involving Third Parties. (ia) If any third party shall notify any party entitled to indemnification hereunder either Purchaser, SCC or the Shareholders (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter (a "Third Party ClaimTHIRD PARTY CLAIM") which that may give rise to a claim for indemnification against any the other Party (the "Indemnifying PartyINDEMNIFYING PARTY") under this Section 9 Article, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudicedprejudiced thereby.

Matters Involving Third Parties. (ia) If any third party shall notify any party entitled to indemnification hereunder (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter (a "Third Party ClaimTHIRD PARTY CLAIM") which may give rise to a claim for indemnification against any other Party party hereto (the "Indemnifying PartyINDEMNIFYING PARTY") under this Section 9 Article X, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; providedPROVIDED, howeverHOWEVER, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder notifies either Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") Claim which may give rise to a claim for indemnification by the Indemnified Party against any the other Party (the "Indemnifying Party") under this Section 9 §8, then the Indemnified Party shall promptly notify each provide a written Claim for Indemnification to the Indemnifying Party thereof in writingParty; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely but as a result of such delay, the Indemnified Party shall not be liable to the extent) the Indemnifying Party thereby is materially prejudicedfor the amount of damages caused by such delay.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter (a "Third Party ClaimTHIRD PARTY CLAIM") which may give rise to a claim for indemnification against any other Party (the "Indemnifying PartyINDEMNIFYING PARTY") under this Section 9 4, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; providedPROVIDED, howeverHOWEVER, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced.

Matters Involving Third Parties. (i) If any third party Person other than a Party or an Affiliate of a Party or successor thereto shall notify any party entitled to indemnification hereunder Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 9 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudicedprejudiced by such delay.

Matters Involving Third Parties. (ia) If any third party shall notify any notifies a party entitled to indemnification hereunder under this Article XI (the "“Indemnified Party"”) with respect to any matter (a "Third Party Claim") which may give rise to a claim (other than a Tax Claim) for indemnification against any other Party another party to this Agreement under this Article XI (the "“Indemnifying Party") under this Section 9 ”), then the Indemnified Party shall promptly use reasonable efforts to notify each the Indemnifying Party thereof promptly and in writingany event within ten (10) calendar days after receiving any written notice from a third party; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (unless, and then solely to the extent) extent that, the Indemnifying Party thereby is materially prejudicedactually prejudiced thereby.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 9 (S)6, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writingwriting (which notice shall contain a copy of any written allegations giving rise to a claim for indemnity); provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder notifies the Buyer or the Sellers, as the case may be (the "“Indemnified Party") ”), with respect to any matter (a "Third “Third-Party Claim"”) which that may give rise to a claim for indemnification against any other Party the Sellers or the Buyer, as the case may be (the "“Indemnifying Party"”) under this Section 9 §8, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby is actually and materially prejudiced.

Matters Involving Third Parties. (i) If any third party shall notify notifies any party Party entitled to indemnification hereunder (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter (a "Third Party ClaimTHIRD-PARTY CLAIM") which that may give rise to a claim for indemnification against any other Party (the "Indemnifying PartyINDEMNIFYING PARTY") under this Section 9 ss.8, then the Indemnified Party PartY shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby is materially prejudiced.

Matters Involving Third Parties. (ia) If any third party shall notify notifies any party entitled to indemnification hereunder Party (the "“Indemnified Party"”) with respect to any matter (a "Third “Third-Party Claim"”) which that may give rise to a claim for indemnification against any other Party (the "“Indemnifying Party"”) under this Section 9 Article VIII, then the Indemnified Party shall promptly notify each Indemnifying Party thereof of the Third-Party Claim in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve 25041432.12 the Indemnifying Party from any obligation hereunder under this Agreement unless (and then solely to the extent) the Indemnifying Party thereby is actually and materially prejudicedprejudiced by such delay.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 9 8(d) then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced.

Matters Involving Third Parties. (ia) If any third party shall notify any an indemnified party entitled to indemnification hereunder (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party Seller, Buyer or HSRTW (the "Indemnifying Party") under this Section 9 then Article 11, the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extentextent that) the Indemnifying Party thereby is materially prejudiced.

Matters Involving Third Parties. (i) 9.5.1. If any third party shall notify any party entitled to indemnification hereunder (the "Indemnified ----------- Party") with respect to any matter (a "Third Party Claim") which may give rise ----- ----------------- to a claim for indemnification against any other Party party (the "Indemnifying ------------ Party") under this Section 9 9.1, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on ----------------- the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced.

Matters Involving Third Parties. (ia) If any third third-party shall notify any party entitled to indemnification hereunder notifies either Party (the "“Indemnified Party"”) with respect to any matter (a "Third “Third-Party Claim"”) which that may give rise to a claim for indemnification against any the other Party (the "“Indemnifying Party"”) under this Section 9 10 or under Section 10A Special Indemnities, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby is materially prejudiced.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification be indemnified hereunder (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any other Party the Company or the Investor (the "“Indemnifying Party"”) under this Section 9 9.4, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "Indemnified ------------ Party") with respect to any matter (a "Third Party Claim") which may give ------ ------------------- rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 9 (S)6, then the Indemnified Party shall -------------------- promptly notify each Indemnifying Party thereof in writing; provided, -------- however, that no delay on the part of the Indemnified Party in notifying ------- any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter (a "Third Party ClaimTHIRD PARTY CLAIM") which may give rise to a claim for indemnification against any other Party (the "Indemnifying PartyINDEMNIFYING PARTY") under ss.6(f) or this Section 9 ss.8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; providedPROVIDED, howeverHOWEVER, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced.

Matters Involving Third Parties. (ia) If any third party shall notify notifies any party entitled to indemnification hereunder hereto (the "“Indemnified Party"”) with respect to any matter (a "Third Party Claim") which may give rise to a claim (other than a Tax Claim) for indemnification against any the other Party party hereto (the "“Indemnifying Party"”) under this Section 9 Article X, then the Indemnified Party shall promptly use reasonable efforts to notify each the Indemnifying Party thereof promptly and in writingany event within ten (10) days after receiving any written notice from a third party; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (unless, and then solely to the extent) extent that, the Indemnifying Party thereby is materially prejudicedactually prejudiced thereby.

Matters Involving Third Parties. (ia) If any third party shall notify notifies any party entitled to indemnification hereunder hereto (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any the other Party party hereto (the "Indemnifying Party") under this Section 9 Article XIII, then the Indemnified Party shall promptly use reasonable efforts to notify each the Indemnifying Party thereof promptly and in writingany event within ten days after receiving any written notice from a third party; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (unless, and then solely to the extent) extent that, the Indemnifying Party thereby is materially prejudicedactually prejudiced thereby.

Matters Involving Third Parties. (ia) If any third party shall notify any party entitled to indemnification hereunder under Section 6 (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any other Party the party from whom indemnification is claimed (the "“Indemnifying Party"”) under this Section 9 6, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudicedforfeits rights or defenses by reason of such failure.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter (a "Third Party ClaimTHIRD PARTY CLAIM") which may give rise to a claim for indemnification against any the other Party (the "Indemnifying PartyINDEMNIFYING PARTY") under this Section 9 9, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; providedPROVIDED, howeverHOWEVER, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced.

Matters Involving Third Parties. (ia) If any third party shall notify any party entitled to indemnification hereunder either Bentley, the Surviving Corporation or the Stockholders (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter (a "Third Party ClaimTHIRD PARTY CLAIM") which that may give rise to a claim for indemnification against any the other Party (the - 29 - "Indemnifying PartyINDEMNIFYING PARTY") under this Section 9 Article, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced.

Matters Involving Third Parties. (i) a. If any third party shall notify any party entitled to indemnification hereunder Party (the "“Indemnified Party"”) with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification (a “Third Party Claim”) against any the other Party (the "“Indemnifying Party"”) under this Section 9 Agreement, then the Indemnified Party shall promptly but in no event any later than 5 business days thereafter, notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") ----------------- ----------------- which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 9 6, then the Indemnified ------------------ Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in -------- ------- notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder a Party (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter (a "Third Party ClaimTHIRD PARTY CLAIM") which may give rise to a claim for indemnification against any other another Party (the "Indemnifying PartyINDEMNIFYING PARTY") under this Section 9 9, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party Party's failure to perform in notifying ------------------ accordance with this Section 9(d)(i) shall not reduce any its rights or the Indemnifying Party shall relieve Party's obligations under Section 7, Section 9(b) or Section 9(c) (as the case may be) unless, and only to the extent, the Indemnifying Party from any obligation hereunder unless (has been directly and then solely materially prejudiced by such failure to the extent) the Indemnifying Party thereby is materially prejudicedperform.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter (a "Third Party ClaimTHIRD PARTY CLAIM") which may give rise to a claim for indemnification against any other Party (the "Indemnifying PartyINDEMNIFYING PARTY") under this Section 9 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; providedPROVIDED, howeverHOWEVER, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudicedactually prejudiced by such delay.

Matters Involving Third Parties. (ia) If any third party shall notify notifies any party entitled to indemnification hereunder hereto (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any the other Party party hereto (the "Indemnifying Party") under this Section 9 Article VII, then the Indemnified Party shall promptly use reasonable efforts to notify each the Indemnifying Party thereof promptly and in writingany event within ten days after receiving any written notice from a third party; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (unless, and then solely to the extent) extent that, the Indemnifying Party thereby is materially prejudicedactually prejudiced thereby.

Matters Involving Third Parties. (i1) If any third party shall notify any party entitled to indemnification hereunder (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party party (the "Indemnifying Party") under this Section 9 Article 8, then the Indemnified Party shall promptly notify each the Indemnifying Party (in the case of the Sellers, the Sellers' Representative) thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any the other Party (the "Indemnifying Party") under this Section 9 SECTION 9, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; providedPROVIDED, howeverHOWEVER, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced.

Matters Involving Third Parties. (ia) If any third party shall notify any notifies a party entitled to indemnification hereunder under this Article VII (the "“Indemnified Party"”) with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party another party to this Agreement under this Article VII (the "“Indemnifying Party") under this Section 9 ”), then the Indemnified Party shall promptly use reasonable efforts to notify each the Indemnifying Party thereof promptly and in writingany event within ten (10) calendar days after receiving any written notice from a third party; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (unless, and then solely to the extent) extent that, the Indemnifying Party thereby is materially prejudicedactually prejudiced thereby.

Matters Involving Third Parties. (ia) If any third party Third Party shall notify any party entitled to indemnification hereunder Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 9 9, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writingwriting and inquire as to whether the Indemnifying Party intends to defend the Indemnified Party against such Third Party Claim; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced.

Matters Involving Third Parties. (ia) If any third party shall notify any party entitled to indemnification hereunder under this Agreement (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter (a "Third Party ClaimTHIRD PARTY CLAIM") which may give rise to a claim for indemnification against any other Party party hereto (the "Indemnifying PartyINDEMNIFYING PARTY") under this Section 9 7, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; providedPROVIDED, howeverHOWEVER, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced.