Common use of Notice of Claims Clause in Contracts

Notice of Claims. If any misrepresentation, breach of warranty or nonfulfillment or failure to be performed of any covenant or agreement contained in this Agreement or the other Transaction Documents occurs or is alleged and either (i) a Buyer Indemnitee asserts that Trust or any Seller(s), has become obligated to such Buyer Indemnitee pursuant to Section 8 hereof, or (ii) a Seller Indemnitee asserts that Buyer, has become obligated to such Seller Indemnitee pursuant to Section 8 hereof (“Direct Claim”), or if any suit, Action, investigation, claim or proceeding is threatened, begun, made or instituted by a third party (a “Third Party Proceeding”) as a result of which the Trust or any Seller(s) may become obligated to a Buyer Indemnitee hereunder, or Buyer may become obligated to a Seller Indemnitee, such Buyer Indemnitee or Seller Indemnitee, as applicable, shall give written notice thereof to the Trust or Buyer, as the case may be (the “Claims Notice”). For purposes of this Section 8(j) a Buyer Indemnitee or Seller Indemnitee sending a Claims Notice shall be referred to as an “Indemnitee.” A failure or delay in providing a Claims Notice shall not relieve Buyer, any Seller(s) or Trust of its indemnification obligations under this Section 8 except to the extent that such Party is materially prejudiced as a result thereof.

Notice of Claims. If any misrepresentation, breach a Seller’s Event of warranty or nonfulfillment or failure to be performed of any covenant or agreement contained in this Agreement or the other Transaction Documents Breach occurs or is alleged and either (i) a Buyer Indemnitee asserts that Trust or any Seller(s), Seller has become obligated to such Buyer Indemnitee pursuant to Section 8 hereof, or (ii) a Seller Indemnitee asserts that Buyer, has become obligated to such Seller Indemnitee pursuant to Section 8 12 hereof (“Direct Claim”), or if any suit, Action, investigation, claim or proceeding (a “Third Party Proceeding”) is threatened, begun, made or instituted by a third party (a “Third Party Proceeding”) as a result of which the Trust or any Seller(s) Seller may become obligated to a Buyer Indemnitee hereunder, such Buyer Indemnitee shall give written notice thereof to Seller which must contain full details of the Direct Claim or Third Party Proceeding then known to the Buyer of the events, matters or circumstances giving rise to the claim (the “Buyer’s Claims Notice”). The Buyer’s failure or delay in providing the Buyer’s Claim Notice shall not relieve Seller or its obligations under this Section except to the extent that Seller is materially prejudiced as a result thereof. If a Buyers’ Event of Breach occurs or is alleged and a Seller Indemnitee asserts that Buyer has become obligated to such Seller Indemnitee pursuant to Section 12 hereof (“Seller Direct Claim”), or if any Third Party Proceeding is threatened, begun, made or instituted by a third party as a result of which Buyer may become obligated to a Seller IndemniteeIndemnitee hereunder, such Buyer Seller Indemnitee or Seller Indemnitee, as applicable, shall give written notice thereof to Buyer which must contain full details of the Trust Seller Direct Claim or BuyerThird Party Proceeding then known to the Seller of the events, as matters or circumstances giving rise to the case may be claim (the “Seller’s Claims Notice”). For purposes of this Section 8(j) a Buyer Indemnitee or Seller Indemnitee sending a Claims Notice shall be referred to as an “Indemnitee.” A The Seller’s failure or delay in providing a Claims the Seller’s Claim Notice shall not relieve Buyer, any Seller(s) Buyer or Trust of its indemnification obligations under this Section 8 except to the extent that such Party Buyer is materially prejudiced as a result thereof.

Notice of Claims. If any misrepresentationUpon obtaining knowledge thereof, breach an Indemnified Party (the “Indemnitee”) shall promptly notify either or both of warranty or nonfulfillment or failure to be performed the Option Holder Parties (the “Indemnitor”) in writing of any covenant damage, claim, loss, liability or agreement contained in this Agreement expense which the Indemnitee has determined has given or the other Transaction Documents occurs or is alleged and either (i) could give rise to a Buyer Indemnitee asserts that Trust or any Seller(s), has become obligated to such Buyer Indemnitee pursuant to Claim under Section 8 hereof, or (ii) a Seller Indemnitee asserts that Buyer, has become obligated to such Seller Indemnitee pursuant to Section 8 1 hereof (a “Direct Notice of Claim”). A Notice of Claim shall specify, or if in reasonable detail, the nature and estimated amount of any suit, Action, investigation, claim or proceeding is threatened, begun, made or instituted by a third party (a “Third Party Proceeding”) as a result of which the Trust or any Seller(s) may become obligated such Claim giving rise to a Buyer Indemnitee hereunder, or Buyer may become obligated right of indemnification. The omission to a Seller Indemnitee, such Buyer Indemnitee or Seller Indemnitee, as applicable, shall give written notice thereof to so notify the Trust or Buyer, as the case may be (the “Claims Notice”). For purposes of this Section 8(j) a Buyer Indemnitee or Seller Indemnitee sending a Claims Notice shall be referred to as an “Indemnitee.” A failure or delay in providing a Claims Notice Indemnitor shall not relieve Buyerthe Indemnitor from any duty to indemnify, any Seller(s) or Trust of its indemnification obligations under this Section 8 except defend and hold harmless which otherwise might exist with respect to such Claim unless (and only to the extent that) the omission to notify prejudices the ability of the Indemnitor to exercise its right to defend provided in Section 5 hereof and results in a direct loss being incurred by the Indemnitor. The Indemnitor shall deliver or cause to be delivered to the Indemnitee (as well as to the Company in the event that the Indemnitee is a party other than the Company) copies of all correspondence, pleadings, motions, briefs, appeals or other written statements relating to or submitted in connection with the defense of any such Party is materially prejudiced as a result thereofClaim and timely notices of any hearing or other court proceeding relating to such Claim.

Notice of Claims. If any misrepresentationeither a Buyer Indemnified Party, breach of warranty on the one hand, or nonfulfillment or failure to be performed of any covenant or agreement contained in this Agreement or a Seller Indemnified Party, on the other Transaction Documents occurs or is alleged and either hand (i) a Buyer Indemnitee asserts that Trust or any Seller(s), has become obligated to such Buyer Indemnitee pursuant to Section 8 hereof, or (ii) a Seller Indemnitee asserts that Buyer, has become obligated to Indemnified Party on the one hand and such Seller Indemnitee pursuant to Section 8 hereof (“Direct Claim”), or if any suit, Action, investigation, claim or proceeding is threatened, begun, made or instituted by a third party (a “Third Indemnified Party Proceeding”) as a result of which on the Trust or any Seller(s) may become obligated to a Buyer Indemnitee hereunder, or Buyer may become obligated to a Seller Indemnitee, such Buyer Indemnitee or Seller Indemnitee, as applicable, shall give written notice thereof to the Trust or Buyer, as the case may be (the “Claims Notice”). For purposes of this Section 8(j) a Buyer Indemnitee or Seller Indemnitee sending a Claims Notice shall be other hand being hereinafter referred to as an “Indemnitee.” Indemnified Party”), has suffered or incurred any Losses for which indemnification may be sought under this ‎Article 8, the Indemnified Party shall so notify the other party from whom indemnification is sought under this ‎Article 8 (the “Indemnifying Party”) promptly in writing describing such Loss, the amount or estimated amount thereof, if known or reasonably capable of estimation, and the method of computation of such Loss, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such Loss shall have occurred. If any claim, action, suit or proceeding is asserted or instituted by or against a third party with respect to which an Indemnified Party intends to claim any Loss under this ‎Article 8, such Indemnified Party shall promptly notify the Indemnifying Party of such claim, action, suit or proceeding and tender to the Indemnifying Party the defense of such claim, action, suit or proceeding. A failure by an Indemnified Party to give notice and to tender the defense of such claim, action, suit or delay proceeding in providing a Claims Notice timely manner pursuant to this ‎Section 8.2 shall not relieve Buyer, any Seller(s) or Trust limit the obligation of its indemnification obligations the Indemnifying Party under this Section 8 ‎Article 8, except to the extent that such Indemnifying Party is materially actually prejudiced as a result thereofthereby.

Notice of Claims. If In the event any misrepresentationIndemnified Person wishes to pursue its, breach of warranty his or nonfulfillment or failure her rights to be performed of any covenant or agreement contained in indemnification under this Agreement or Article 9, if the other Transaction Documents occurs or is alleged and either (i) matter does not involve a Buyer Indemnitee asserts that Trust or any Seller(s), has become obligated to such Buyer Indemnitee pursuant to Third Party Claim under Section 8 9.5 hereof, or (ii) a Seller Indemnitee asserts that Buyer, has become obligated to such Seller Indemnitee pursuant to Section 8 hereof (“Direct Claim”), or if any suit, Action, investigation, claim or proceeding is threatened, begun, made or instituted by a third party (a “Third Party Proceeding”) as a result of which the Trust or any Seller(s) may become obligated to a Buyer Indemnitee hereunder, or Buyer may become obligated to a Seller Indemnitee, such Buyer Indemnitee or Seller Indemnitee, as applicable, Indemnified Person shall give written notice thereof to the Trust Indemnifying Party stating that an indemnification Claim or BuyerClaims pursuant to Section 9.2 or any other provision of this Agreement is being made, describing the basis for such Claim with reasonable specificity and specifying in reasonable detail the Losses in respect of such Claim (provided that the Indemnified Person shall not be bound by any estimate of Losses made in good faith and contained in such description). Within thirty (30) days from the receipt of such notice, the Indemnifying Party shall provide a written notice to such Indemnified Person indicating whether the Indemnifying Party objects to such Claim. If no such objection notice is received by such Indemnified Person within such thirty (30) day period, the Indemnifying Party waives any objection to such Indemnified Person being indemnified for such Claim pursuant to this Agreement under this Article 9. If such notice of objection is provided within such period, the Indemnifying Party and the Indemnified Person or its, his or her representative(s) shall then attempt in good faith for thirty (30) days to agree upon the rights of the respective parties with respect to each of such Claims. If no such resolution can be reached after good faith negotiation, such Indemnified Person or the Indemnifying Party may institute proceedings in a court of competent jurisdiction (in accordance with Section 11.8) to resolve any such dispute, and each such Indemnified Person and the Indemnifying Party, subject to Section 6.13, shall seek to resolve such dispute in as expeditious a manner as practicable. In the case may of any such proceeding, the Indemnified Person and the Indemnifying Party shall each be (responsible for the “Claims Notice”). For purposes of this Section 8(j) a Buyer Indemnitee or Seller Indemnitee sending a Claims Notice shall be referred to as an “Indemnitee.” A failure or delay in providing a Claims Notice shall not relieve Buyer, any Seller(s) or Trust payment of its indemnification obligations under this Section 8 except to the extent that such Party is materially prejudiced as a result thereofown fees and expenses.

Notice of Claims. If any misrepresentation, breach of warranty or nonfulfillment or failure to be performed of any covenant or agreement contained in this Agreement or In the other Transaction Documents occurs or event that a claim is alleged and either (i) a Buyer Indemnitee asserts that Trust or any Seller(s), has become obligated to such Buyer Indemnitee made pursuant to Section 8 hereof, or 8.2.1 and 8.2.2 above against any party which seeks indemnification hereunder (ii) a Seller Indemnitee asserts that Buyer, has become obligated to such Seller Indemnitee pursuant to Section 8 hereof (“Direct Claim”the "Indemnitee"), or if any suit, Action, investigation, the Indemnitee agrees to promptly notify the other party (the "Indemnitor") of such claim or proceeding is threatened, begun, made or instituted action. In the case of any claim by a third party Person against the Indemnitee which seeks (a “Third Party Proceeding”and continues to seek) as a result of solely monetary damages for which the Trust or any Seller(s) may become Indemnitor has expressly agreed in a written notice delivered to the Indemnitee that, as between the Indemnitor and the Indemnitee, the Indemnitor shall be solely obligated to a Buyer satisfy and discharge the third party claim, the Indemnitor may, at its option, elect to assume control of the defense of such claim or action; provided, however, that (a) the Indemnitee hereundershall be entitled to participate therein (through counsel of its own choosing) at the Indemnitee's sole cost and expense, (b) the Indemnitor may maintain control of the defense only for so long as the above conditions on assumption of defense continue to be satisfied in all respects, and (c) the Indemnitor shall not settle or Buyer may become obligated to a Seller compromise any such claim or action without the prior written consent of the Indemnitee, unless such Buyer settlement or compromise includes a general release of the Indemnitee and all of the other PNU Indemnities or Seller Indemnitee, as applicable, shall give written notice thereof to the Trust or BuyerCompany Indemnities, as the case may be (be, from any and all liability with respect thereto and does not impose any obligations or restrictions on the “Claims Notice”). For purposes of this Section 8(j) a Buyer Indemnitee or Seller Indemnitee sending a Claims Notice shall be referred to as an “Indemniteeand such other related parties.” A failure or delay in providing a Claims Notice shall not relieve Buyer, any Seller(s) or Trust of its indemnification obligations under this Section 8 except to the extent that such Party is materially prejudiced as a result thereof."

Notice of Claims. If any misrepresentation, breach of warranty or nonfulfillment or failure Any Indemnified Party that proposes to assert a right to be performed indemnified under this ARTICLE 12 shall notify Sublicensee or SLX, as applicable (the “Indemnifying Party”), promptly after receipt of notice of commencement of any covenant action, suit or agreement contained proceeding against such Indemnified Party (an “Indemnified Proceeding”) in respect of which a claim is to be made under this Agreement ARTICLE 12, or the other Transaction Documents occurs incurrence or realization of any Loss in respect of which a claim is alleged to be made under this ARTICLE 12, of the commencement of such Indemnified Proceeding or of such incurrence or realization, enclosing a copy of all relevant documents, including all papers served and either claims made, but the omission to so notify the applicable Indemnifying Party promptly of any such Indemnified Proceeding or incurrence or realization shall not relieve (ia) a Buyer Indemnitee asserts such Indemnifying Party from any liability that Trust or any Seller(s), has become obligated it may have to such Buyer Indemnitee pursuant Indemnified Party under this ARTICLE 12 or otherwise, except, as to Section 8 hereofsuch Indemnifying Party’s liability under this ARTICLE 12, to the extent, but only to the extent, that such Indemnifying Party shall have been prejudiced by such omission, or (iib) a Seller Indemnitee asserts any other indemnitor from liability that Buyer, has become obligated it may have to any Indemnified Party. Sublicensor shall also be copied on any such Seller Indemnitee pursuant to Section 8 hereof (“Direct Claim”), or if any suit, Action, investigation, claim or proceeding is threatened, begun, made or instituted by a third party (a “Third Party Proceeding”) as a result of which the Trust or any Seller(s) may become obligated to a Buyer Indemnitee hereunder, or Buyer may become obligated to a Seller Indemnitee, such Buyer Indemnitee or Seller Indemnitee, as applicable, shall give written notice thereof to the Trust or Buyer, as the case may be (the “Claims Notice”). For purposes of this Section 8(j) a Buyer Indemnitee or Seller Indemnitee sending a Claims Notice shall be referred to as an “Indemniteenotices.” A failure or delay in providing a Claims Notice shall not relieve Buyer, any Seller(s) or Trust of its indemnification obligations under this Section 8 except to the extent that such Party is materially prejudiced as a result thereof.

Notice of Claims. If any misrepresentation, breach of warranty or nonfulfillment or failure Any Indemnified Party that proposes to assert a right to be performed indemnified under this ARTICLE 12 shall notify Licensee or Symphony, as applicable (the “Indemnifying Party”), promptly after receipt of notice of commencement of any covenant action, suit or agreement contained proceeding against such Indemnified Party (an “Indemnified Proceeding”) in respect of which a claim is to be made under this Agreement ARTICLE 12, or the other Transaction Documents occurs incurrence or realization of any Loss in respect of which a claim is alleged to be made under this ARTICLE 12, of the commencement of such Indemnified Proceeding or of such incurrence or realization, enclosing a copy of all relevant documents, including all papers served and either claims made, but the omission to so notify the applicable Indemnifying Party promptly of any such Indemnified Proceeding or incurrence or realization shall not relieve (ia) a Buyer Indemnitee asserts such Indemnifying Party from any liability that Trust or any Seller(s), has become obligated it may have to such Buyer Indemnitee pursuant Indemnified Party under this ARTICLE 12 or otherwise, except, as to Section 8 hereofsuch Indemnifying Party’s liability under this ARTICLE 12, to the extent, but only to the extent, that such Indemnifying Party shall have been prejudiced by such omission, or (iib) a Seller Indemnitee asserts any other indemnitor from liability that Buyer, has become obligated it may have to such Seller Indemnitee pursuant to Section 8 hereof (“Direct Claim”), or if any suit, Action, investigation, claim or proceeding is threatened, begun, made or instituted by a third party (a “Third Party Proceeding”) as a result of which the Trust or any Seller(s) may become obligated to a Buyer Indemnitee hereunder, or Buyer may become obligated to a Seller Indemnitee, such Buyer Indemnitee or Seller Indemnitee, as applicable, shall give written notice thereof to the Trust or Buyer, as the case may be (the “Claims Notice”). For purposes of this Section 8(j) a Buyer Indemnitee or Seller Indemnitee sending a Claims Notice shall be referred to as an “IndemniteeIndemnified Party.” A failure or delay in providing a Claims Notice shall not relieve Buyer, any Seller(s) or Trust of its indemnification obligations under this Section 8 except to the extent that such Party is materially prejudiced as a result thereof.

Notice of Claims. A Claim to which indemnification applies under Section 7.1 or Section 7.2 shall be referred to herein as an “Indemnification Claim.” If any misrepresentationthe Indemnitee intends to claim indemnification under this Article 7, breach the Party claiming indemnification (the “Indemnitee”) shall notify the indemnifying Party (the “Indemnitor”) in writing, promptly upon becoming aware of warranty or nonfulfillment or failure an Indemnification Claim, describing in reasonable detail the facts giving rise to be performed the Indemnification Claim; provided, that an Indemnification Claim in respect of any covenant action at law or agreement contained suit in this Agreement equity by or the other Transaction Documents occurs or is alleged and either (i) against a Buyer Indemnitee asserts that Trust or any Seller(s), has become obligated to such Buyer Indemnitee pursuant to Section 8 hereof, or (ii) a Seller Indemnitee asserts that Buyer, has become obligated to such Seller Indemnitee pursuant to Section 8 hereof (“Direct Claim”), or if any suit, Action, investigation, claim or proceeding is threatened, begun, made or instituted by a third party (a “Third Party Proceedingas to which indemnification shall be sought shall be given promptly after the action or suit is commenced (provided that the CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”) . A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Indemnitee is aware of such commencement); and provided further, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Jounce Lead Co-Co Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of which the Trust or any Seller(s) may become obligated such failure to a Buyer Indemnitee hereunder, or Buyer may become obligated to a Seller Indemnitee, such Buyer Indemnitee or Seller Indemnitee, as applicable, shall give written notice thereof to the Trust or Buyer, as the case may be (the “Claims Notice”). For purposes of this Section 8(j) a Buyer Indemnitee or Seller Indemnitee sending a Claims Notice shall be referred to as an “Indemniteenotice.” A failure or delay in providing a Claims Notice shall not relieve Buyer, any Seller(s) or Trust of its indemnification obligations under this Section 8 except to the extent that such Party is materially prejudiced as a result thereof.

Notice of Claims. If any misrepresentationeither a Buyer Indemnified Party, breach of warranty on the one hand, or nonfulfillment or failure to be performed of any covenant or agreement contained in this Agreement or a Seller Indemnified Party, on the other Transaction Documents occurs or is alleged and either hand (i) a Buyer Indemnitee asserts that Trust or any Seller(s), has become obligated to such Buyer Indemnitee pursuant to Section 8 hereof, or (ii) a Seller Indemnitee asserts that Buyer, has become obligated to Indemnified Party on the one hand and such Seller Indemnitee pursuant to Section 8 hereof (“Direct Claim”), or if any suit, Action, investigation, claim or proceeding is threatened, begun, made or instituted by a third party (a “Third Indemnified Party Proceeding”) as a result of which on the Trust or any Seller(s) may become obligated to a Buyer Indemnitee hereunder, or Buyer may become obligated to a Seller Indemnitee, such Buyer Indemnitee or Seller Indemnitee, as applicable, shall give written notice thereof to the Trust or Buyer, as the case may be (the “Claims Notice”). For purposes of this Section 8(j) a Buyer Indemnitee or Seller Indemnitee sending a Claims Notice shall be other hand being hereinafter referred to as an “Indemnitee.” Indemnified Party”), has suffered or incurred any Losses for which indemnification may be sought under this Article 6, the Indemnified Party shall so notify the other party from whom indemnification is sought under this Article 6 (the “Indemnifying Party”) promptly in writing describing such Loss, the amount or estimated amount thereof, if known or reasonably capable of estimation, and the method of computation of such Loss, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such Loss shall have occurred. If any claim, action, suit or proceeding is asserted or instituted by or against a Third Party with respect to which an Indemnified Party intends to claim any Loss under this Article 6, such Indemnified Party shall promptly notify the Indemnifying Party of such claim, action, suit or proceeding and tender to the Indemnifying Party the defense of such claim, action, suit or proceeding. A failure by an Indemnified Party to give notice and to tender the defense of such claim, action, suit or delay proceeding in providing a Claims Notice timely manner pursuant to this Section 6.2 shall not relieve Buyer, any Seller(s) or Trust limit the obligation of its indemnification obligations the Indemnifying Party under this Section 8 Article 6, except to the extent that such Indemnifying Party is materially actually prejudiced as a result thereofthereby.

Notice of Claims. If any misrepresentation, breach of warranty or nonfulfillment or failure Any Indemnified Party that proposes to assert a right to be performed indemnified under this ARTICLE 12 shall notify Licensee or LFB USA, as applicable (the “Indemnifying Party”), promptly after receipt of notice of commencement of any covenant action, suit or agreement contained proceeding against such Indemnified Party (an “Indemnified Proceeding”) in respect of which a claim is to be made under this Agreement ARTICLE 12, or the other Transaction Documents occurs incurrence or realization of any Loss in respect of which a claim is alleged to be made under this ARTICLE 12, of the commencement of such Indemnified Proceeding or of such incurrence or realization, enclosing a copy of all relevant documents, including all papers served and either claims made, but the omission to so notify the applicable Indemnifying Party promptly of any such Indemnified Proceeding or incurrence or realization shall not relieve (ia) a Buyer Indemnitee asserts such Indemnifying Party from any liability that Trust or any Seller(s), has become obligated it may have to such Buyer Indemnitee pursuant Indemnified Party under this ARTICLE 12 or otherwise, except, as to Section 8 hereofsuch Indemnifying Party’s liability under this ARTICLE 12, to the extent, but only to the extent, that such Indemnifying Party shall have been prejudiced by such omission, or (iib) a Seller Indemnitee asserts any other indemnitor from liability that Buyer, has become obligated it may have to such Seller Indemnitee pursuant to Section 8 hereof (“Direct Claim”), or if any suit, Action, investigation, claim or proceeding is threatened, begun, made or instituted by a third party (a “Third Party Proceeding”) as a result of which the Trust or any Seller(s) may become obligated to a Buyer Indemnitee hereunder, or Buyer may become obligated to a Seller Indemnitee, such Buyer Indemnitee or Seller Indemnitee, as applicable, shall give written notice thereof to the Trust or Buyer, as the case may be (the “Claims Notice”). For purposes of this Section 8(j) a Buyer Indemnitee or Seller Indemnitee sending a Claims Notice shall be referred to as an “IndemniteeIndemnified Party.” A failure or delay in providing a Claims Notice shall not relieve Buyer, any Seller(s) or Trust of its indemnification obligations under this Section 8 except to the extent that such Party is materially prejudiced as a result thereof.

Notice of Claims. If Promptly after receipt by any misrepresentation, breach Person entitled to indemnity under Section 6(a) or Section 6(b) (an “Indemnitee”) of warranty or nonfulfillment or failure to be performed notice of the commencement of any covenant or agreement contained in this Agreement or the other Transaction Documents occurs or is alleged and either (i) a Buyer Indemnitee asserts that Trust or any Seller(s), has become obligated to such Buyer Indemnitee pursuant to Section 8 hereof, or (ii) a Seller Indemnitee asserts that Buyer, has become obligated to such Seller Indemnitee pursuant to Section 8 hereof (“Direct Claim”), or if any suit, Action, investigation, claim action or proceeding is threatened, begun, made or instituted by a third party (a an “Third Party ProceedingAction”) as involving a result claim referred to in either of which the Trust or any Seller(s) may become obligated to a Buyer Indemnitee hereunder, or Buyer may become obligated to a Seller Indemniteesuch Sections, such Buyer Indemnitee or Seller Indemniteeshall, as applicableif indemnification is sought against an indemnifying party, shall give written notice thereof to such indemnifying party of the Trust or Buyercommencement of such Action; provided, as however, that the case may be (the “Claims Notice”). For purposes failure of this Section 8(j) a Buyer any Indemnitee or Seller Indemnitee sending a Claims Notice shall be referred to as an “Indemnitee.” A failure or delay in providing a Claims Notice give said notice shall not relieve Buyer, any Seller(sthe indemnifying party of its obligations under Section 6(a) or Trust of its indemnification obligations under this Section 8 6(b), except to the extent that the indemnifying party is actually prejudiced by such Party failure. In case an Action is brought against any Indemnitee, and such Indemnitee notifies the indemnifying party of the commencement thereof, each indemnifying party shall be entitled to participate therein and, to the extent it elects to do so by written notice delivered to the Indemnitee promptly after receiving the aforesaid notice, to assume the defense thereof with counsel reasonably satisfactory to such Indemnitee. Notwithstanding the foregoing, the Indemnitee shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Indemnitee unless (i) the employment of such counsel shall have been authorized in writing by the indemnifying party, (ii) the indemnifying party shall have failed to assume the defense of such Action or shall not have employed counsel reasonably satisfactory to the Indemnitee to take charge of the defense of such Action reasonably promptly after notice of the commencement thereof or (iii) such Indemnitee reasonably shall have concluded that there may be defenses available to it which are different from or additional to those available to the indemnifying party which, if the indemnifying party and the Indemnitee were to be represented by the same counsel, could result in a conflict of interest for such counsel or materially prejudiced prejudice the prosecution of the defenses available to such Indemnitee. If any of the events specified in clauses (i), (ii) or (iii) of the immediately preceding sentence shall have occurred or otherwise shall be applicable, then the fees and expenses of counsel for the Indemnitee shall be borne by the indemnifying party; provided, however, that the indemnifying party shall not, in connection with any one such claim or proceeding, or separate but substantially similar or related claims or proceedings arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for all Indemnitees hereunder (unless in the reasonable judgment of any Indemnitee a conflict of interest may exist between such Indemnitee and any other of such Indemnitees with respect to such claim or proceeding), or for fees and expenses that are not reasonable. Anything in this Section 6(c) to the contrary notwithstanding, an indemnifying party shall not be liable for the settlement of any Action effected without its prior written consent (which consent shall not be unreasonably withheld or delayed), but if settled with the prior written consent of the indemnifying party, the indemnifying party agrees to indemnify the Indemnitee from and against any loss or liability by reason of such settlement. No indemnifying party shall, without the prior written consent of the Indemnitee (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement or compromise, with respect to any pending or threatened Action in respect of which the Indemnitee would be entitled to indemnification or contribution hereunder (whether or not the Indemnitee is an actual party to such Action), which (x) does not include as a result thereofterm thereof the unconditional release of the Indemnitee from all liability in respect of such Action or (y) includes a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of the Indemnitee.

Notice of Claims. If (a) Any Cinram Group Member or Sellers' Group Member (the "Indemnified Party") seeking indemnification hereunder shall give to the party obligated to provide indemnification to such Indemnified Party (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to any misrepresentationclaim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such claim, breach and a reference to the provision of warranty or nonfulfillment or failure to be performed of any covenant or agreement contained in this Agreement or the any other Transaction Documents occurs agreement, document or instrument executed hereunder or in connection herewith upon which such claim is alleged and either (i) based; PROVIDED, HOWEVER, that a Buyer Indemnitee asserts that Trust Claim Notice in respect of any action at law or any Seller(s), has become obligated to such Buyer Indemnitee pursuant to Section 8 hereof, suit in equity by or (ii) a Seller Indemnitee asserts that Buyer, has become obligated to such Seller Indemnitee pursuant to Section 8 hereof (“Direct Claim”), or if any suit, Action, investigation, claim or proceeding is threatened, begun, made or instituted by against a third party (a “Third Party Proceeding”) Person as a result of to which the Trust or any Seller(s) may become obligated to a Buyer Indemnitee hereunder, or Buyer may become obligated to a Seller Indemnitee, such Buyer Indemnitee or Seller Indemnitee, as applicable, shall give written notice thereof to the Trust or Buyer, as the case may indemnification will be (the “Claims Notice”). For purposes of this Section 8(j) a Buyer Indemnitee or Seller Indemnitee sending a Claims Notice sought shall be referred given promptly after the action or suit is commenced; and PROVIDED FURTHER that failure to as an “Indemnitee.” A failure or delay in providing a Claims Notice give such notice shall not relieve Buyer, any Seller(s) or Trust the Indemnitor of its indemnification obligations under this Section 8 hereunder except to the extent that it shall have been prejudiced by such failure. (b) In calculating any Loss or Expense, there shall be deducted (i) any insurance recovery in respect thereof (and no right of subrogation shall accrue hereunder to any insurer) and (ii) the amount of any tax benefit to the Indemnified Party is materially prejudiced (or any of its Affiliates) with respect to such Loss or Expense (after giving effect to the tax effect of receipt of the indemnification payments), as determined in accordance with Section 11.5. (c) After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which an Indemnified Party shall be entitled under this Article XI shall be determined: (i) by the written agreement between the Indemnified Party and the Indemnitor; (ii) by a result thereoffinal judgment or decree of any court of competent jurisdiction; or (iii) by any other means to which the Indemnified Party and the Indemnitor shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnified Party shall have the burden of proof in establishing the amount of Loss and Expense suffered by it. 11.4.

Notice of Claims. 10.3.1 If any misrepresentation, breach of warranty or nonfulfillment or failure Parent Group Member (with respect to be performed of any covenant or agreement contained in this Agreement or the other Transaction Documents occurs or is alleged and either (iSection 10.1) a Buyer Indemnitee asserts that Trust or any Seller(s), has become obligated to such Buyer Indemnitee pursuant Stockholder Group Member (with respect to Section 8 hereof, 10.2) believes that it has suffered or (ii) a Seller Indemnitee asserts that Buyer, has become obligated to such Seller Indemnitee pursuant to Section 8 hereof (“Direct Claim”), incurred any Loss or if incurred any suit, Action, investigation, claim or proceeding is threatened, begun, made or instituted by a third party (a “Third Party Proceeding”) as a result of which the Trust or any Seller(s) may become obligated to a Buyer Indemnitee hereunder, or Buyer may become obligated to a Seller IndemniteeExpense, such Buyer Indemnitee Parent Group Member or Seller Indemnitee, as applicable, shall give written notice thereof to the Trust or BuyerStockholder Group Member, as the case may be (the “Claims Notice”"Indemnified Person"). For purposes , shall so notify the parties obligated to provide indemnification to such Indemnified Person (the "Indemnitor") (which, in the event such notice is given by a Parent Group Member, shall be given to the Stockholders' Representative) promptly in writing describing such Loss or Expense, the amount thereof, if known, and the method of computation of such Loss or Expense, all with reasonable particularity and containing a reference to the provisions of this Section 8(j) a Buyer Indemnitee Agreement, any certificate delivered pursuant hereto or Seller Indemnitee sending a Claims Notice any Parent Ancillary Agreement or Stockholder Ancillary Agreement in respect of which such Loss or Expense shall be have 38 40 occurred (such written notification being sometimes hereinafter referred to as the "Claim Notice"); provided, however, that an “Indemnitee.” A failure or delay in providing a Claims Notice omission by the Indemnified Person to give notice as provided herein shall not relieve Buyer, any Seller(s) or Trust the Indemnitor of its indemnification obligations obligation under this Section 8 10 except (i) to the extent that such Party omission results in a failure of actual notice to the Indemnitor and such Indemnitor is materially prejudiced damaged as a result thereofof such failure to give notice, or (ii) if the Indemnified Person fails to give notice prior to the termination of the indemnity obligation. If any Action is instituted by or against a third party with respect to which any Indemnified Person intends to claim any liability or expense as Loss or Expense under this Section 10, such Indemnified Person shall promptly notify the Indemnitor of such Action as specified in this Section 10.3.

Notice of Claims. If In the event that any misrepresentation, breach of warranty or nonfulfillment or failure to be performed party hereunder shall receive any written notice of any covenant claim or agreement contained proceeding against said party (the "Indemnitee"), the Indemnitee shall give the party upon whom a claim could be made under this Section 7 (the "Indemnitor") written notice of any such loss, liability, claim, damage or expense, and the Indemnitor shall have the right to contest and defend any action brought against the Indemnitee based thereon, and shall have the right to contest and defend any such action in this Agreement the name of the Indemnitee at the Indemnitor's own expense; provided, that if the Indemnitor shall fail to notify the Indemnitee of the assumption of the defense of any such action within twenty (20) days of giving such notice by the Indemnitee, then the Indemnitee shall have the right to take any such action as it seems reasonable to defend, contest, settle or compromise any such action or assessment and claim indemnification as provided herein. If the other Transaction Documents occurs or Indemnitor defends any action for which indemnification is alleged claimed, the Indemnitee shall be entitled to participate at its own expense in the defense of such action; provided, however, that the Indemnitor shall bear the fees and either expenses of the Indemnitee's counsel if (i) a Buyer Indemnitee asserts that Trust or any Seller(s), has become obligated to the employment of such Buyer Indemnitee pursuant to Section 8 hereof, counsel is specifically authorized in writing by the Indemnitor or (ii) a Seller Indemnitee asserts that Buyer, has become obligated the named parties to such Seller Indemnitee pursuant action include both the Indemnitor and the Indemnitee, and there exists a conflict of interest between such parties which renders it inappropriate for counsel selected by the Indemnitor to Section 8 hereof (“Direct Claim”)represent both of such parties. The Indemnitor shall not be liable for any settlement of any claim, or if any suit, Action, investigation, claim action or proceeding is threatenedaffected without its written consent, begun, made or instituted by a third party (a “Third Party Proceeding”) except as a result of which expressly provided in the Trust or any Seller(s) may become obligated to a Buyer Indemnitee hereunder, or Buyer may become obligated to a Seller Indemnitee, such Buyer Indemnitee or Seller Indemnitee, as applicable, shall give written notice thereof to the Trust or Buyer, as the case may be (the “Claims Notice”). For purposes first sentence of this Section 8(j7. Failure of the Indemnitee to notify the Indemnitor(s) a Buyer Indemnitee or Seller Indemnitee sending a Claims Notice shall be referred of any such claim for which it is entitled to as an “Indemnitee.” A failure or delay in providing a Claims Notice indemnity hereunder shall not relieve Buyerimpair, any Seller(s) limit or Trust affect the indemnification provided herein so long as the ability of its indemnification obligations under this Section 8 except the Indemnitor to the extent that contest, defend or dispute such Party is claim has not been materially prejudiced as a result thereofand adversely affected.

Notice of Claims. If any misrepresentation, breach of warranty Within twenty (20) days after Sellers’ Representative or nonfulfillment or failure to be performed Buyer becomes aware of any covenant claim that any Seller Indemnified Party or agreement contained in this Agreement or the other Transaction Documents occurs or is alleged and either (i) a Buyer Indemnitee asserts that Trust or any Seller(s)Indemnified Party, respectively, has become obligated to such Buyer Indemnitee pursuant to under Section 8 hereof, or (ii) 8.1 that may result in a Seller Indemnitee asserts that Buyer, has become obligated to Loss for which such Seller Indemnitee pursuant Indemnified Party or Buyer Indemnified Party, as applicable, is entitled to Section 8 hereof indemnification hereunder (a “Direct Claim”), or if any suit, Action, investigation, claim or proceeding is threatened, begun, made or instituted by a third party such Party (the “Indemnified Party”) shall give notice of such Claim (a “Third Party ProceedingClaims Notice”) to Sellers (by notice to Sellers’ Representative), in the case of a Claim by Buyer, or to Buyer, in the case of a Claim by Sellers (such Party, the “Indemnifying Party”). A Claims Notice shall describe the Claim in reasonable detail and shall indicate, to the extent feasible, the estimated amount of the Loss that has been or may be suffered by the Indemnified Party and any other Buyer Indemnified Party or Seller Indemnified Party, as applicable. No delay in giving a result Claims Notice by the Indemnified Party to the Indemnifying Party pursuant to this Section 8.3(a) shall adversely affect any of which the Trust other rights or remedies that the Indemnified Party or any Seller(s) may become obligated to a other Buyer Indemnitee hereunder, or Buyer may become obligated to a Seller Indemnitee, such Buyer Indemnitee Indemnified Party or Seller IndemniteeIndemnified Party, as applicable, shall give written notice thereof has under this Agreement or alter or relieve the Indemnifying Party of its obligation to indemnify the Trust Indemnified Party or Buyerany other Buyer Indemnified Party or Seller Indemnified Party, as the case may be (the “Claims Notice”). For purposes of this Section 8(j) a Buyer Indemnitee or Seller Indemnitee sending a Claims Notice shall be referred to as an “Indemnitee.” A failure or delay in providing a Claims Notice shall not relieve Buyerapplicable, any Seller(s) or Trust of its indemnification obligations under this Section 8 except to the extent that such Party is delay or failure has increased the Loss or otherwise materially prejudiced as a result thereofthe Indemnifying Party.

Notice of Claims. If As soon as is reasonably practicable after any misrepresentation, breach of warranty Seller Party or nonfulfillment or failure to be performed Buyer Party becomes aware of any covenant or agreement contained claim that such Party has under Section 10.1 that may result in this Agreement or the other Transaction Documents occurs or is alleged and either (i) a Buyer Indemnitee asserts that Trust Loss for which such Party or any Seller(s), has become obligated to such other Buyer Indemnitee pursuant to Section 8 hereof, or (ii) a Seller Indemnitee asserts that Buyer, has become obligated to such Seller Indemnitee pursuant to Section 8 hereof (“Direct Claim”), or if any suit, Action, investigation, claim or proceeding is threatened, begun, made or instituted by a third party (a “Third Indemnified Party Proceeding”) as a result of which the Trust or any Seller(s) may become obligated to a Buyer Indemnitee hereunder, or Buyer may become obligated to a Seller Indemnitee, such Buyer Indemnitee or Seller IndemniteeIndemnified Party, as applicable, is entitled to indemnification hereunder (a "Claim"), such Party (the "Indemnified Party") shall give written notice thereof of such Claim (a "Claims Notice") to Seller Parties, in the case of a Claim by a Buyer Party, or to Buyer Parties, in the case of a Claim by a Seller Party (such Party, the "Indemnifying Party"). A Claims Notice must describe the Claim in reasonable detail and must indicate, to the Trust extent feasible, the estimated amount of the Loss that has been or Buyermay be suffered by the Indemnified Party and any other Buyer Indemnified Party or Seller Indemnified Party, as the case may be (the “Claims Notice”)applicable. For purposes of this Section 8(j) a Buyer Indemnitee No delay in or Seller Indemnitee sending failure to give a Claims Notice by the Indemnified Party to the Indemnifying Party pursuant to this Section 10.3(a) shall be referred to adversely affect any of the other rights or remedies that the Indemnified Party or any other Buyer Indemnified Party or Seller Indemnified Party, as an “Indemnitee.” A failure applicable, has under this Agreement or delay in providing a Claims Notice shall not alter or relieve Buyer, any Seller(s) or Trust the Indemnifying Party of its indemnification obligations under this Section 8 obligation to indemnify the Indemnified Party or any other Buyer Indemnified Party or Seller 39 Indemnified Party, as applicable, except to the extent that such Party is materially delay or failure has increased the Loss or prejudiced as a result thereofthe Indemnifying Party.

Notice of Claims. If (a) Any Buyer Indemnified Party or Seller Indemnified Party (the "Indemnified Party") seeking indemnification hereunder shall, within the relevant limitation period provided for in Section 7.1 above, give to the party obligated to provide indemnification to such Indemnified Party (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to any misrepresentationclaims for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such claim, breach and a reference to the provision of warranty or nonfulfillment or failure to be performed of any covenant or agreement contained in this Agreement or the other Transaction Documents occurs any agreement, document or instrument executed pursuant hereto or in connection herewith upon which such claim is alleged and either (i) based; provided, that a Buyer Indemnitee asserts that Trust Claim Notice in respect of any action at law or any Seller(s), has become obligated to such Buyer Indemnitee pursuant to Section 8 hereof, suit in equity by or (ii) a Seller Indemnitee asserts that Buyer, has become obligated to such Seller Indemnitee pursuant to Section 8 hereof (“Direct Claim”), or if any suit, Action, investigation, claim or proceeding is threatened, begun, made or instituted by against a third party (a “Third Party Proceeding”) Person as a result of to which the Trust or any Seller(s) may become obligated to a Buyer Indemnitee hereunder, or Buyer may become obligated to a Seller Indemnitee, such Buyer Indemnitee or Seller Indemnitee, as applicable, shall give written notice thereof to the Trust or Buyer, as the case may indemnification will be (the “Claims Notice”). For purposes of this Section 8(j) a Buyer Indemnitee or Seller Indemnitee sending a Claims Notice sought shall be referred given promptly after the action or suit is commenced; and provided further, that failure to as an “Indemnitee.” A failure or delay in providing a Claims Notice give such notice shall not relieve Buyer, any Seller(s) or Trust the Indemnitor of its indemnification obligations under this Section 8 hereunder except to the extent that Indemnitor shall have been prejudiced by such failure. (b) The Indemnitor shall have thirty (30) days after the giving of any Claim Notice pursuant hereto to (i) agree to the amount or method of determination set forth in the Claim Notice and to pay such amount to such Indemnified Party in immediately available funds or (ii) to provide such Indemnified Party with notice that it disagrees with the amount or method of determination set forth in the Claim Notice (the "Dispute Notice"). Within thirty (30) days after the giving of the Dispute Notice, a representative of Indemnitor and such Indemnified Party shall negotiate in a bona fide attempt to resolve the matter. In the event that the controversy is materially prejudiced as a result thereof.not resolved within sixty (60) days of the giving of the Dispute Notice, the parties shall proceed to binding arbitration administered by the American Arbitration Association in accordance with such association's rules and procedures. 7.2.4

Notice of Claims. If any misrepresentationeither a Buyer Indemnified Party, breach of warranty on the one hand, or nonfulfillment or failure to be performed of any covenant or agreement contained in this Agreement or a Seller Indemnified Party, on the other Transaction Documents occurs or is alleged and either hand (i) a Buyer Indemnitee asserts that Trust or any Seller(s), has become obligated to such Buyer Indemnitee pursuant to Section 8 hereof, or (ii) a Seller Indemnitee asserts that Buyer, has become obligated to Indemnified Party on the one hand and such Seller Indemnitee pursuant to Section 8 hereof (“Direct Claim”), or if any suit, Action, investigation, claim or proceeding is threatened, begun, made or instituted by a third party (a “Third Indemnified Party Proceeding”) as a result of which on the Trust or any Seller(s) may become obligated to a Buyer Indemnitee hereunder, or Buyer may become obligated to a Seller Indemnitee, such Buyer Indemnitee or Seller Indemnitee, as applicable, shall give written notice thereof to the Trust or Buyer, as the case may be (the “Claims Notice”). For purposes of this Section 8(j) a Buyer Indemnitee or Seller Indemnitee sending a Claims Notice shall be other hand being hereinafter referred to as an “Indemnitee.” Indemnified Party”), has suffered or incurred any Losses for which indemnification may be sought under this Article 7, the Indemnified Party shall so notify the other party from whom indemnification is sought under this Article 7 (the “Indemnifying Party”) promptly in writing describing such Loss, the amount or estimated amount thereof, if known or reasonably capable of estimation, and the method of computation of such Loss, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such Loss shall have occurred. If any claim, action, suit or proceeding is asserted or instituted by or against a third party with respect to which an Indemnified Party intends to claim any Loss under this Article 7, such Indemnified Party shall promptly notify the Indemnifying Party of such claim, action, suit or proceeding and tender to the Indemnifying Party the defense of such claim, action, suit or proceeding. A failure by an Indemnified Party to give notice and to tender the defense of such claim, action, suit or delay proceeding in providing a Claims Notice timely manner pursuant to this Section 7.3 shall not relieve Buyer, any Seller(s) or Trust limit the obligation of its indemnification obligations the Indemnifying Party under this Section 8 Article 7, except to the extent that such Indemnifying Party is materially actually prejudiced as thereby. In the event of a result thereofclaim by any Indemnified Party that does not involve a third party claim, if the Indemnifying Party disputes its liability with respect to such claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved in accordance with the dispute resolution provisions set forth in Section 9.8.

Notice of Claims. If With respect to any misrepresentation, breach matter as to which any of warranty or nonfulfillment or failure to be performed of any covenant or agreement contained in this Agreement the Seller Indemnified Parties or the other Transaction Documents occurs or is alleged and either (i) a Buyer Indemnitee asserts that Trust or any Seller(s), has become obligated to such Buyer Indemnitee pursuant to Section 8 hereof, or (ii) a Seller Indemnitee asserts that Buyer, has become obligated to such Seller Indemnitee pursuant to Section 8 hereof (“Direct Claim”), or if any suit, Action, investigation, claim or proceeding is threatened, begun, made or instituted by a third party (a “Third Party Proceeding”) as a result of which the Trust or any Seller(s) may become obligated to a Buyer Indemnitee hereunder, or Buyer may become obligated to a Seller Indemnitee, such Buyer Indemnitee or Seller Indemnitee, as applicable, shall give written notice thereof to the Trust or Buyer, as the case may be Indemnified Parties (the “Claims NoticeIndemnified Person”)) is entitled to indemnification from any other person or entity (the “Indemnifying Person”) under this Article VII, the Indemnified Person shall have the right, but not the obligation, to contest, defend or litigate, and to retain counsel of its choice in connection with, any claim, action, suit or proceeding by any third party alleged or asserted against the Indemnified Person in respect of, resulting from, relating to or arising out of such matter, and the costs and expenses thereof shall be subject to the indemnification obligations of the Indemnifying Person hereunder; provided, however, that if the Indemnifying Person acknowledges in writing its obligation to indemnify the Indemnified Person in respect of such matter to the fullest extent provided by this Article VII, then an Indemnifying Person shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense through counsel of its choice if it gives prompt notice of its intention to do so to the Indemnified Person. For Neither an Indemnified Person nor an Indemnifying Person shall be entitled to settle or compromise any such claim, action, suit or proceeding without the prior written consent of the other party hereto, which consent shall not be unreasonably withheld or delayed, and for purposes of this Section 8(jprovision the “other party hereto” shall be: (a) a Buyer Indemnitee or Seller Indemnitee sending a Claims Notice shall be referred to as an “Indemnitee.” A failure or delay in providing a Claims Notice shall not relieve Buyer, for any Seller(sIndemnified Person or Indemnifying Person who is one of the Seller Indemnified Parties; and (b) Seller, for any Indemnified Person or Trust Indemnifying Person who is one of its indemnification obligations under this Section 8 except to the extent that such Party is materially prejudiced as a result thereofBuyer Indemnified Parties.

Notice of Claims. If In the event that any misrepresentation, breach of warranty or nonfulfillment or failure to be performed party hereunder shall receive any written notice of any covenant claim or agreement contained proceeding against said party (the "Indemnitee"), the Indemnitee shall give the party upon such a claim could be made under this Section 7 (the "Indemnitor") written notice of any such loss, liability, claim, damage or expense, an~l the Indemnitor shall have the right to contest and defend any action brought against the Indemnitee based thereon, and shall have the right to contest and defend any such action in this Agreement the name of the Indemnitee at the Indemnitor's own expense; provided, that if the Indemnitor shall fail to notify the Indemnitee of the assumption of the defense of any such action within twenty (20) days of giving such notice by the Indemnitee, then the Indemnitee shall have the right to take any such action as it seems reasonable to defend, contest, settle or compromise any such action or assessment and claim indemnification as provided herein. If the other Transaction Documents occurs or Indemnitor defends any action for which indemnification is alleged claimed, the Indemnitee shall be entitled to participate at ins own expense in the defense of such action; provided, however, that the Indemnitor shall bear the fees and either expenses of the Indemnitee's counsel if (i) a Buyer Indemnitee asserts that Trust or any Seller(s), has become obligated to the employment of such Buyer Indemnitee pursuant to Section 8 hereof, counsel is specifically authorized in writing by the Indemnitor or (ii) a Seller Indemnitee asserts that Buyer, has become obligated the named parties to such Seller Indemnitee pursuant action include both the Indemnitor and the Indemnitee, and there exists a conflict of interest between such parties which renders it inappropriate for counsel selected by the Indemnitor to Section 8 hereof (“Direct Claim”)represent both of such parties. The Indemnitor shall not be liable for any settlement of any claim, or if any suit, Action, investigation, claim action or proceeding is threatenedaffected without its written consent, begun, made or instituted by a third party (a “Third Party Proceeding”) except as a result of which expressly provided in the Trust or any Seller(s) may become obligated to a Buyer Indemnitee hereunder, or Buyer may become obligated to a Seller Indemnitee, such Buyer Indemnitee or Seller Indemnitee, as applicable, shall give written notice thereof to the Trust or Buyer, as the case may be (the “Claims Notice”). For purposes first sentence of this Section 8(j7. Failure of the Indemnitee to notify the Indemnitor(s) a Buyer Indemnitee or Seller Indemnitee sending a Claims Notice shall be referred of any such claim for which it is entitled to as an “Indemnitee.” A failure or delay in providing a Claims Notice indemnity hereunder shall not relieve Buyerimpair, any Seller(s) limit or Trust affect the indemnification provided herein so long as the ability of its indemnification obligations under this Section 8 except the Indemnitor to the extent that contest, defend or dispute such Party is claim has not been materially prejudiced as a result thereofand adversely affected.

Notice of Claims. If any misrepresentation, breach of warranty or nonfulfillment or failure to be performed of any covenant or agreement contained in a Claim is asserted against a Person for which a Party may have Indemnity Obligations under this Agreement or the other Transaction Documents occurs or is alleged and either (i) a Buyer Indemnitee asserts that Trust or any Seller(s), has become obligated to such Buyer Indemnitee pursuant to Section 8 hereof, or (ii) a Seller Indemnitee asserts that Buyer, has become obligated to such Seller Indemnitee pursuant to Section 8 hereof (an “Direct Indemnity Claim”), or the indemnified Person shall give the indemnifying Party written notice of the underlying Claim setting forth the particulars associated with the underlying Claim (including a copy of the written underlying Claim, if any suit, Action, investigation, claim or proceeding is threatened, begun, made or instituted by a third party (a “Third Party Proceeding”any) as a result of which then known by the Trust or any Seller(s) may become obligated to a Buyer Indemnitee hereunder, or Buyer may become obligated to a Seller Indemnitee, such Buyer Indemnitee or Seller Indemnitee, as applicable, shall give written notice thereof to the Trust or Buyer, as the case may be indemnified Person (the “Claims Indemnity Claim Notice”). For purposes Indemnity Claims with respect to which the threshold limitation in Section 4.4(a) applies, an Indemnity Claim shall be deemed to have been made (subject to the provisions of this Section 8(j4.4) upon the indemnified Person’s providing an initial Indemnity Claim Notice to the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shall, to the extent practicable, give an Indemnity Claim Notice within such time as will allow the indemnifying Party a Buyer Indemnitee or Seller Indemnitee sending a Claims reasonable period in which to evaluate and timely respond to the underlying Claim; provided, (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent of, any incremental increase in the cost of the Indemnity Claim resulting from the failure to give notice; and (b) the foregoing shall not extend the time period set forth in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be referred to as an “Indemnitee.” A failure or delay in providing a Claims Notice shall not relieve Buyereffective, any Seller(s) or Trust of its indemnification obligations under this Section 8 except subject to the extent that other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the expiration of any such Party is materially prejudiced as a result thereoftime period, with respect to the matter described in such Indemnity Claim Notice.

Notice of Claims. If In the event that any misrepresentation, breach of warranty or nonfulfillment or failure to be performed party hereunder shall receive any written notice of any covenant claim or agreement contained proceeding against said party (the "Indemnitee"), the Indemnitee shall give the party upon whom a claim could be made under this Section 7 (the "Indemnitor") written notice of any such loss, liability, claim, damage or expense, and the Indemnitor shall have the right to contest and defend any action brought against the Indemnitee based thereon, and shall have the right to contest and defend any such action in this Agreement the name of the Indemnitee at the Indemnitor's own expense; provided, that if the Indemnitor shall fail to notify the Indemnitee of the assumption of the defense of any such action within ten (10) days of the giving of such notice by the Indemnitee, then the Indemnitee shall have the right to take any such action as it deems reasonable to defend, contest, settle or compromise any such action or assessment and claim indemnification as provided herein. If the other Transaction Documents occurs or Indemnitor defends any action for which indemnification is alleged claimed, the Indemnitee shall be entitled to participate at its own expense in the defense of such action; provided, however, that the Indemnitor shall bear the fees and either expenses of the Indemnitee's counsel if (i) a Buyer Indemnitee asserts that Trust or any Seller(s), has become obligated to the employment of such Buyer Indemnitee pursuant to Section 8 hereofcounsel is specifically authorized in writing by the Indemnitor, or (ii) a Seller Indemnitee asserts that Buyer, has become obligated the named parties to such Seller Indemnitee pursuant action include both the Indemnitor and the Indemnitee, and there exists a conflict of interest between such parties which renders it inappropriate for counsel selected by the Indemnitor to Section 8 hereof (“Direct Claim”)represent both of such parties. The Indemnitor shall not be liable for any settlement of any claim, or if any suit, Action, investigation, claim action or proceeding is threatenedaffected without its written consent, begun, made or instituted by a third party (a “Third Party Proceeding”) except as a result of which expressly provided in the Trust or any Seller(s) may become obligated to a Buyer Indemnitee hereunder, or Buyer may become obligated to a Seller Indemnitee, such Buyer Indemnitee or Seller Indemnitee, as applicable, shall give written notice thereof to the Trust or Buyer, as the case may be (the “Claims Notice”). For purposes first sentence of this Section 8(j) a Buyer 7. Failure of the Indemnitee or Seller Indemnitee sending a Claims Notice shall be referred to as an “Indemnitee.” A failure or delay in providing a Claims Notice notify the Indemnitor of any such claim for which it is entitled to indemnity hereunder shall not relieve Buyerimpair, any Seller(s) limit or Trust affect the indemnification provided for herein so long as the ability of its indemnification obligations under this Section 8 except the Indemnitor to the extent that contest, defend or dispute such Party is claim has not been materially prejudiced as a result thereofand adversely affected.

Notice of Claims. If With respect to any misrepresentationmatter as to which any person or entity (the "Indemnified Person") is entitled to indemnification from any other person or entity (the "Indemnifying Person") under this Article VIII, breach the Indemnified Person shall have the right, but not the obligation, to contest, defend or litigate, and to retain counsel of warranty its choice in connection with, any claim, action, suit or nonfulfillment proceeding by any third party alleged or failure asserted against the Indemnified Person in respect of, resulting from, relating to or arising out of such matter, and the costs and expenses thereof shall be performed subject to the indemnification obligations of the Indemnifying Person hereunder; provided, however, that if the Indemnifying Person acknowledges in writing its obligation to indemnify the Indemnified Person in respect of such matter to the fullest extent provided by this Article VIII, the Indemnifying Person shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense through counsel of its choice if it gives prompt notice of its intention to do so to the Indemnified Person. Neither an Indemnified Person nor an Indemnifying Person shall be entitled to settle or compromise any covenant such claim, action, suit or agreement contained in this Agreement or proceeding without the prior written consent of the other Transaction Documents occurs or is alleged party hereto (and either (i) a Buyer Indemnitee asserts that Trust or any Seller(s), has become obligated to such Buyer Indemnitee pursuant to Section 8 hereof, or (ii) a Seller Indemnitee asserts that Buyer, has become obligated to such Seller Indemnitee pursuant to Section 8 hereof (“Direct Claim”), or if any suit, Action, investigation, claim or proceeding is threatened, begun, made or instituted by a third party (a “Third Party Proceeding”) as a result of which the Trust or any Seller(s) may become obligated to a Buyer Indemnitee hereunder, or Buyer may become obligated to a Seller Indemnitee, such Buyer Indemnitee or Seller Indemnitee, as applicable, shall give written notice thereof to the Trust or Buyer, as the case may be (the “Claims Notice”). For for purposes of this Section 8(jprovision the "other party hereto" shall be: (A) NHTC, for any Indemnified Person or Indemnifying Person who is an NHTC Indemnified Person, and (B) the Company, for any Indemnified Person or Indemnifying Person who is a Buyer Indemnitee or Seller Indemnitee sending a Claims Notice shall be referred to as an “Indemnitee.” A failure or delay in providing a Claims Notice Company Indemnified Person), which consent shall not relieve Buyer, any Seller(s) or Trust of its indemnification obligations under this Section 8 except to the extent that such Party is materially prejudiced as a result thereofbe unreasonably withheld.

Notice of Claims. 10.3.1 If any misrepresentation, breach of warranty or nonfulfillment or failure Parent Group Member (with respect to be performed of any covenant or agreement contained in this Agreement or the other Transaction Documents occurs or is alleged and either (iSection 10.1) a Buyer Indemnitee asserts that Trust or any Seller(s), has become obligated to such Buyer Indemnitee pursuant Stockholder Group Member (with respect to Section 8 hereof, 10.2) believes that it has suffered or (ii) a Seller Indemnitee asserts that Buyer, has become obligated to such Seller Indemnitee pursuant to Section 8 hereof (“Direct Claim”), incurred any Loss or if incurred any suit, Action, investigation, claim or proceeding is threatened, begun, made or instituted by a third party (a “Third Party Proceeding”) as a result of which the Trust or any Seller(s) may become obligated to a Buyer Indemnitee hereunder, or Buyer may become obligated to a Seller IndemniteeExpense, such Buyer Indemnitee Parent Group Member or Seller Indemnitee, as applicable, shall give written notice thereof to the Trust or BuyerStockholder Group Member, as the case may be (the “Claims Notice”"Indemnified Person"). For purposes , shall so notify the parties obligated to provide indemnification to such Indemnified Person (the "Indemnitor") (which, in the event such notice is given by a Parent Group Member, shall be given to the Stockholders' Representative) promptly in writing describing such Loss or Expense, the amount thereof, if known, and the method of computation of such Loss or Expense, all with reasonable particularity and containing a reference to the provisions of this Section 8(j) a Buyer Indemnitee Agreement, any certificate delivered pursuant hereto, any Ancillary Agreement or Seller Indemnitee sending a Claims Notice any Parent Ancillary Agreement in respect of which such Loss or Expense shall be have occurred (such written notification being sometimes hereinafter referred to as the "Claim Notice"); provided, however, that an “Indemnitee.” A failure or delay in providing a Claims Notice omission by the Indemnified Person to give notice as provided herein shall not relieve Buyer, any Seller(s) or Trust the Indemnitor of its indemnification obligations obligation under this Section 8 10 except to the extent that the Indemnitor is actually prejudiced by such Party action. If any Action is materially prejudiced instituted by or against a third party with respect to which any Indemnified Person intends to claim any liability or expense as Loss or Expense under this Section 10, such Indemnified Person shall promptly notify the Indemnitor (which, in the event such notice is given by a result thereofParent Group Member, shall be given to the Stockholders' Representative) of such Action as specified in this Section 10.3.

Notice of Claims. If any misrepresentationAny Buyer Group Member or Seller Group Member ---------------- (the "Indemnified Party") seeking indemnification hereunder with respect to a ----------------- Claim, breach or with respect to a Loss or Expense, shall give to the party obligated to provide indemnification to such Indemnified Party (the "Indemnitor") a notice ---------- (a "Claim Notice") describing in reasonable detail the Claim or the facts giving ------------ rise to the Loss or Expense or other entitlement for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of warranty computation of the amount of such Loss or nonfulfillment or failure Expense, and a reference to be performed the provision of any covenant or agreement contained in this Agreement or the any other Transaction Documents occurs agreement, document or instrument executed hereunder or in connection herewith upon which such right to indemnification is alleged and either (i) based; provided, however, that a Buyer Indemnitee asserts that Trust or Claim Notice in respect of -------- ------- any Seller(s), has become obligated Claim as to such Buyer Indemnitee pursuant to Section 8 hereof, or (ii) a Seller Indemnitee asserts that Buyer, has become obligated to such Seller Indemnitee pursuant to Section 8 hereof (“Direct Claim”), or if any suit, Action, investigation, claim or proceeding is threatened, begun, made or instituted by a third party (a “Third Party Proceeding”) as a result of which the Trust or any Seller(s) may become obligated to a Buyer Indemnitee hereunder, or Buyer may become obligated to a Seller Indemnitee, such Buyer Indemnitee or Seller Indemnitee, as applicable, shall give written notice thereof to the Trust or Buyer, as the case may indemnification will be (the “Claims Notice”). For purposes of this Section 8(j) a Buyer Indemnitee or Seller Indemnitee sending a Claims Notice sought shall be referred given promptly after any action or suit is commenced; provided further that failure to as an “Indemnitee.” A failure or delay in providing a Claims Notice give -------- ------- such notice shall not relieve Buyer, any Seller(s) or Trust the Indemnitor of its indemnification obligations under this Section 8 hereunder except to the extent that it shall have been prejudiced by such failure. After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which an Indemnified Party is materially prejudiced as shall be entitled under this Article 8 shall be determined: (i) by the written agreement between the --------- Indemnified Party and the Indemnitor; (ii) by a result thereoffinal, binding and non- appealable order of a court of competent jurisdiction; or (iii) by any other means to which the Indemnified Party and the Indemnitor shall agree. The Indemnified Party shall have the burden of proof in establishing the amount of Loss and Expense suffered by it.

Notice of Claims. If 9.2.1 Subject to Section 9.2.2, a Seller Indemnified Party or an Issuer Indemnified Party (each an Indemnified Party), as the case maybe, shall give the Issuers and any misrepresentation, breach of warranty or nonfulfillment or failure to be performed relevant Seller (as the case may be) (the Indemnifying Party) notice of any covenant matter which such Indemnified Party has determined has given, or agreement contained in could give, rise to a right of indemnification under this Agreement, within ninety (90) days of such determination. The notice shall state the amount of the Loss, if known, and the method of its calculation and shall contain a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. 9.2.2 If an Indemnified Party receives written notice of any third party claim or potential claim (Third Party Claim) against it which is or may be the subject of a claim by it under the Issuer Indemnity or the other Transaction Documents occurs or is alleged and either Seller Indemnity (i) a Buyer Indemnitee asserts that Trust or any Seller(sas the case may be), has become obligated the obligations and liabilities of the Indemnifying Party under this Clause 9 shall be subject to such Buyer Indemnitee pursuant to Section 8 hereof, or the following terms and conditions: (ii1) a Seller Indemnitee asserts that Buyer, has become obligated to such Seller Indemnitee pursuant to Section 8 hereof (“Direct Claim”), or if any suit, Action, investigation, claim or proceeding is threatened, begun, made or instituted by a third party (a “Third the Indemnified Party Proceeding”) as a result of which the Trust or any Seller(s) may become obligated to a Buyer Indemnitee hereunder, or Buyer may become obligated to a Seller Indemnitee, such Buyer Indemnitee or Seller Indemnitee, as applicable, shall give written notice thereof to the Trust or Buyer, as the case may be Indemnifying Party within sixty (the “Claims Notice”). For purposes 60) days of this Section 8(j) a Buyer Indemnitee or Seller Indemnitee sending a Claims Notice shall be referred receipt of such notice provided that failure to as an “Indemnitee.” A failure or delay in providing a Claims Notice give such notice shall not relieve Buyer, release the Indemnifying Party from any Seller(s) or Trust of its indemnification obligations under this Section 8 Clause 9 except to the extent that such Party is it has been materially prejudiced by such failure; (2) the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim and take such further action to contest, resist or appeal the validity, applicability and amount of such claim in appropriate administrative or judicial proceedings either: (a) in the name of the Indemnified Party (provided that the Indemnifying Party shall indemnify and secure the Indemnified Party to its reasonable satisfaction against all losses costs damages and expenses which may be incurred thereby), or (b) in its own name, in either case, at its own expense and through retaining legal advisers of its choice provided that it gives notice of its intention to do so to the Indemnified Party within five (5) Business Days of receipt of the notice of such Third Party Claim from the Indemnified Party; provided however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party, in its sole and absolute discretion, for the same legal advisers to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own legal advisers, in each jurisdiction for which the Indemnified Party reasonably determines counsel is required, at the expense of the Indemnifying Party. In the event that the Indemnifying Party exercises its right hereunder to undertake the defense of any such Third Party Claim, the Indemnified Party shall co-operate with the Indemnifying Party in such defense as a is reasonably required by the Indemnifying Party. In the event that the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall co-operate with the Indemnified Party in such defense as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party and no such Third Party Claims may be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, in each case not to be unreasonably withheld or delayed, unless such settlement will not result thereofin (a) any judgment or finding of liability, guilt or wrongdoing (whether civil, criminal or regulatory) in respect of the Indemnified Party, (b) any penalty, fine or other payment by the Indemnified Party, or the imposition of any Lien on, or any risk of forfeiture of the assets of, the Indemnified Party and (c) any commercial, legal, regulatory or competitive disadvantage for the Indemnified Party.

Notice of Claims. If any misrepresentation, breach of warranty or nonfulfillment or failure to be performed of any covenant or agreement contained in a Claim is asserted against a Person for which a Party may have Indemnity Obligations under this Agreement or the other Transaction Documents occurs or is alleged and either (i) a Buyer Indemnitee asserts that Trust or any Seller(s), has become obligated to such Buyer Indemnitee pursuant to Section 8 hereof, or (ii) a Seller Indemnitee asserts that Buyer, has become obligated to such Seller Indemnitee pursuant to Section 8 hereof (an “Direct Indemnity Claim”), or the indemnified Person shall give the indemnifying Party written notice of the underlying Claim setting forth the particulars associated with the underlying Claim (including a copy of the written underlying Claim, if any suit, Action, investigation, claim or proceeding is threatened, begun, made or instituted by a third party (a “Third Party Proceeding”any) as a result of which then known by the Trust or any Seller(s) may become obligated to a Buyer Indemnitee hereunder, or Buyer may become obligated to a Seller Indemnitee, such Buyer Indemnitee or Seller Indemnitee, as applicable, shall give written notice thereof to the Trust or Buyer, as the case may be indemnified Person (the “Claims Indemnity Claim Notice”). For purposes Indemnity Claims with respect to which the Individual Indemnity Threshold in Section 4.4 applies, an Indemnity Claim shall be deemed to have been made (subject to the provisions of this Section 8(j4.4) upon the indemnified Person’s providing an initial Indemnity Claim Notice to the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shall, to the extent practicable, give an Indemnity Claim Notice within such time as will allow the indemnifying Party a Buyer Indemnitee reasonable period in which to evaluate and timely respond to the underlying Claim; provided, (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or Seller Indemnitee sending a Claims otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set 37 forth in Section 4.4(a), such Indemnity Claim Notice shall be referred to as an “Indemnitee.” A failure or delay in providing a Claims Notice shall not relieve Buyereffective, any Seller(s) or Trust of its indemnification obligations under this Section 8 except subject to the extent that other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the expiration of any such Party is materially prejudiced as a result thereoftime period, with respect to the matter described in such Indemnity Claim Notice.

Notice of Claims. If As soon as is reasonably practicable after any misrepresentation, breach of warranty Seller Party or nonfulfillment or failure to be performed Buyer Party becomes aware of any covenant or agreement contained claim that such Party has under Section 10.1 that may result in this Agreement or the other Transaction Documents occurs or is alleged and either (i) a Buyer Indemnitee asserts that Trust Loss for which such Party or any Seller(s), has become obligated to such other Buyer Indemnitee pursuant to Section 8 hereof, or (ii) a Seller Indemnitee asserts that Buyer, has become obligated to such Seller Indemnitee pursuant to Section 8 hereof (“Direct Claim”), or if any suit, Action, investigation, claim or proceeding is threatened, begun, made or instituted by a third party (a “Third Indemnified Party Proceeding”) as a result of which the Trust or any Seller(s) may become obligated to a Buyer Indemnitee hereunder, or Buyer may become obligated to a Seller Indemnitee, such Buyer Indemnitee or Seller IndemniteeIndemnified Party, as applicable, is entitled to indemnification hereunder (a "Claim"), such Party (the "Indemnified Party") shall give written notice thereof of such Claim (a "Claims Notice") to Seller Parties, in the case of a Claim by a Buyer Party, or to Buyer Parties, in the case of a Claim by a Seller Party (such Party, the "Indemnifying Party"). A Claims Notice must describe the Claim in reasonable detail and must indicate, to the Trust extent feasible, the estimated amount of the Loss that has been or Buyermay be suffered by the Indemnified Party and any other Buyer Indemnified Party or Seller Indemnified Party, as the case may be (the “Claims Notice”)applicable. For purposes of this Section 8(j) a Buyer Indemnitee No delay in or Seller Indemnitee sending failure to give a Claims Notice by the Indemnified Party to the Indemnifying Party pursuant to this Section 10.3(a) shall be referred to adversely affect any of the other rights or remedies that the Indemnified Party or any other Buyer Indemnified Party or Seller Indemnified Party, as an “Indemnitee.” A failure applicable, has under this Agreement or delay in providing a Claims Notice shall not alter or relieve Buyer, any Seller(s) or Trust the Indemnifying Party of its indemnification obligations under this Section 8 obligation to indemnify the Indemnified Party or any other Buyer Indemnified Party or Seller Indemnified Party, as applicable, except to the extent that such Party is materially delay or failure has increased the Loss or prejudiced as a result thereofthe Indemnifying Party.

Notice of Claims. If With respect to any misrepresentation, breach matter as to which any of warranty or nonfulfillment or failure to be performed of any covenant or agreement contained in this Agreement the Transferor Indemnified Parties or the other Transaction Documents occurs or is alleged and either (i) a Buyer Indemnitee asserts that Trust or any Seller(s), has become obligated to such Buyer Indemnitee pursuant to Section 8 hereof, or (ii) a Seller Indemnitee asserts that Buyer, has become obligated to such Seller Indemnitee pursuant to Section 8 hereof (“Direct Claim”), or if any suit, Action, investigation, claim or proceeding is threatened, begun, made or instituted by a third party (a “Third Party Proceeding”) as a result of which the Trust or any Seller(s) may become obligated to a Buyer Indemnitee hereunder, or Buyer may become obligated to a Seller Indemnitee, such Buyer Indemnitee or Seller Indemnitee, as applicable, shall give written notice thereof to the Trust or Buyer, as the case may be Acquiror Indemnified Parties (the “Claims NoticeIndemnified Person”)) is entitled to indemnification from any other person or entity (the “Indemnifying Person”) under this Article VIII, the Indemnified Person shall have the right, but not the obligation, to contest, defend or litigate, and to retain counsel of its choice in connection with, any claim, action, suit or proceeding by any third party alleged or asserted against the Indemnified Person in respect of, resulting from, relating to or arising out of such matter, and the costs and expenses thereof shall be subject to the indemnification obligations of the Indemnifying Person hereunder; provided, however, that if the Indemnifying Person acknowledges in writing its obligation to indemnify the Indemnified Person in respect of such matter to the fullest extent provided by this Article VIII, then an Indemnifying Person shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense through counsel of its choice if it gives prompt notice of its intention to do so to the Indemnified Person. For Neither an Indemnified Person nor an Indemnifying Person shall be entitled to settle or compromise any such claim, action, suit or proceeding without the prior written consent of the other party hereto, which consent shall not be unreasonably withheld or delayed, and for purposes of this Section 8(jprovision the “other party hereto” shall be: (a) a Buyer Indemnitee Acquiror, for any Indemnified Person or Seller Indemnitee sending a Claims Notice shall be referred to as an “IndemniteeIndemnifying Person who is one of the Transferor Indemnified Parties; and (b) Transferor, for any Indemnified Person or Indemnifying Person who is one of the Acquiror Indemnified Parties.” A failure or delay in providing a Claims Notice shall not relieve Buyer, any Seller(s) or Trust of its indemnification obligations under this Section 8 except to the extent that such Party is materially prejudiced as a result thereof.

Notice of Claims. If An Indemnitee shall notify the Indemnitor in writing, and in reasonable detail, of any misrepresentationclaim for indemnification under this Agreement as promptly as practicable; provided, breach of warranty or nonfulfillment or however, that failure to be performed give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnitor shall have been actually and materially prejudiced as result of any covenant such failure. The Indemnitor shall have 20 days from the date of receipt of the such notification to notify the Indemnitee (a) whether or agreement contained in this Agreement or not the other Transaction Documents occurs or is alleged and either (i) a Buyer Indemnitor disputes the liability of the Indemnitor to the Indemnitee asserts that Trust or any Seller(s), has become obligated hereunder with respect to such Buyer Indemnitee pursuant to Section 8 hereof, or (ii) a Seller Indemnitee asserts that Buyer, has become obligated to such Seller Indemnitee pursuant to Section 8 hereof (“Direct Claim”), or if any suit, Action, investigation, claim or proceeding is threatened, begun, made demand and (b) whether or instituted not it desires to defend the Indemnitee against such claim or demand. If the claim for indemnification arises out of a claim or demand by a third party (a “Third Party Proceeding”) as a result of which the Trust or any Seller(s) may become obligated to a Buyer Indemnitee hereunder, or Buyer may become obligated to a Seller against an Indemnitee, the Indemnitor shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnitor; provided, however, that if the Indemnitee reasonably determines that there may be a conflict between the positions of the Indemnitor and of the Indemnitee in conducting the defense of such Buyer claim or that there may be legal defenses available to such Indemnitee different from or Seller Indemnitee, as applicable, shall give written notice thereof in addition to those available to the Trust or BuyerIndemnitor, as then counsel for the case may be (the “Claims Notice”). For purposes of this Section 8(j) a Buyer Indemnitee or Seller Indemnitee sending a Claims Notice shall be referred entitled to as an “Indemnitee.” A failure or delay in providing a Claims Notice shall not relieve Buyer, any Seller(s) or Trust conduct the defense at the expense of its indemnification obligations under this Section 8 except the Indemnitor to the extent reasonably determined by such counsel to be necessary to protect the interests of the Indemnitee. If the Indemnitor assumes such defense, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by the Indemnitor), at its own expense, separate from the counsel employed by the Indemnitor, it being understood that the Indemnitor shall control such Party is materially prejudiced as defense. If the Indemnitor so elects to assume the defense of any third party claim, the Indemnitee shall cooperate in good faith in such defense. The Indemnitee shall not settle any such claim or demand without the consent of the Indemnitor. The Indemnitor shall not, without the prior written consent of the Indemnitee, settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result thereofin the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of the Indemnitee or if such settlement or compromise does not include an unconditional release of the Indemnitee for any liability arising out of such claim or demand.

Notice of Claims. If With respect to any misrepresentationmatter as to which any person or entity (the "INDEMNIFIED PERSON") is entitled to indemnification from any other person or entity (the "INDEMNIFYING PERSON") under this Article VII, breach the Indemnified Person shall have the right, but not the obligation, to contest, defend or litigate, and to retain counsel of warranty its choice in connection with, any claim, action, suit or nonfulfillment proceeding by any third party alleged or failure asserted against the Indemnified Person in respect of, resulting from, relating to or arising out of such matter, and the costs and expenses thereof shall be performed subject to the indemnification obligations of the Indemnifying Person hereunder; PROVIDED, HOWEVER, that if the Indemnifying Person acknowledges in writing its obligation to indemnify the Indemnified Person in respect of such matter to the fullest extent provided by this Article VII, the Indemnifying Person shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense through counsel reasonably acceptable to the Indemnified Person of its choice if it gives prompt notice of its intention to do so to the Indemnified Person. Neither an Indemnified Person nor an Indemnifying Person shall be entitled to settle or compromise any covenant such claim, action, suit or agreement contained in this Agreement or proceeding without the prior written consent of the other Transaction Documents occurs or is alleged party hereto (and either for purposes of this provision the "other party hereto" shall be: (i) Purchaser, for any Indemnified Person or Indemnifying Person who is a Buyer Indemnitee asserts that Trust or any Seller(s)Seller's Indemnified Person, has become obligated to such Buyer Indemnitee pursuant to Section 8 hereof, or and (ii) a Seller Indemnitee asserts that BuyerSeller, has become obligated to such Seller Indemnitee pursuant to Section 8 hereof (“Direct Claim”)for Purchaser, or if any suit, Action, investigation, claim or proceeding is threatened, begun, made or instituted by a third party (a “Third Party Proceeding”) as a result of which the Trust or any Seller(s) may become obligated to a Buyer Indemnitee hereunder, or Buyer may become obligated to a Seller Indemnitee, such Buyer Indemnitee or Seller Indemnitee, as applicable, shall give written notice thereof to the Trust or Buyer, as the case may be (the “Claims Notice”). For purposes of this Section 8(j) a Buyer Indemnitee or Seller Indemnitee sending a Claims Notice shall be referred to as an “Indemnitee.” A failure or delay in providing a Claims Notice consent shall not relieve Buyer, any Seller(s) or Trust of its indemnification obligations under this Section 8 except to the extent that such Party is materially prejudiced as a result thereofbe unreasonably withheld.

Notice of Claims. If (a) Any Parent Group Member seeking indemnification hereunder shall give to the Representative, and any misrepresentationParticipating Equity Holder seeking indemnification hereunder shall give to Parent, breach prompt written notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to the claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of warranty or nonfulfillment or failure computation of the amount of such claim and a reference to be performed the provision of any covenant or agreement contained in this Agreement or the any other Transaction Documents occurs Contract, document or instrument executed hereunder or in connection herewith upon which such claim is alleged and either based. A Claim Notice in respect of any action at law or suit in equity by or against a Person that is not (i) a Buyer Indemnitee asserts that Trust or any Seller(s)party to this Agreement, has become obligated to such Buyer Indemnitee pursuant to Section 8 hereof, or (ii) a Seller Indemnitee asserts that BuyerParent Group Member or (iii) a Participating Equity Holder (each, has become obligated to such Seller Indemnitee pursuant to Section 8 hereof (“Direct Claim”), or if any suit, Action, investigation, claim or proceeding is threatened, begun, made or instituted by a third party (a “Third Party ProceedingPerson”) as to which indemnification will be sought (each, a result “Third-Person Claim”) shall be given promptly after the action or suit is commenced. The failure of which any Parent Group Member or Participating Equity Holder seeking indemnification hereunder (each, an “Indemnified Party”) to give the Trust or any Seller(s) may become obligated to a Buyer Indemnitee hereunder, or Buyer may become obligated to a Seller Indemnitee, such Buyer Indemnitee or Seller Indemnitee, as applicable, shall give written notice thereof Claim Notice to the Trust or Buyerparty against whom a claim for indemnification is being asserted (each, an “Indemnitor”) promptly as the case may be (the “Claims Notice”). For purposes of required by this Section 8(j) a Buyer Indemnitee or Seller Indemnitee sending a Claims Notice shall be referred to as an “Indemnitee.” A failure or delay in providing a Claims Notice 12.3 shall not relieve Buyer, any Seller(s) or Trust of its indemnification obligations affect such Indemnified Party’s rights under this Section 8 Article XII except to the extent such failure is actually prejudicial to the rights and obligations of the party obligated to provide indemnification to such Indemnified Party. For the purposes of this Article XII, the term “Indemnitor” shall refer to the Representative, if and to the extent that such Party a claim for indemnification is materially prejudiced as a result thereofbeing asserted with respect to the Escrow Fund.

Notice of Claims. If any misrepresentation, breach of warranty or nonfulfillment or failure a Claim is to be performed of any covenant or agreement contained in this Agreement or made by a party seeking to be indemnified hereunder (the other Transaction Documents occurs or is alleged and either (i) a Buyer Indemnitee asserts that Trust or any Seller(s), has become obligated to such Buyer Indemnitee pursuant to Section 8 hereof, or (ii) a Seller Indemnitee asserts that Buyer, has become obligated to such Seller Indemnitee pursuant to Section 8 hereof (“Direct ClaimIndemnitee”), or if any suit, Action, investigation, claim or proceeding is threatened, begun, made or instituted by a third party (a “Third Party Proceeding”) as a result of which the Trust or any Seller(s) may become obligated to a Buyer such Indemnitee hereunder, or Buyer may become obligated to a Seller Indemnitee, such Buyer Indemnitee or Seller Indemnitee, as applicable, shall give written notice thereof (a “Notice”) to the Trust party or Buyer, as the case may be parties from which indemnity is sought (the “Claims NoticeIndemnitor(s)”). For purposes , in either case as soon as practicable after such Indemnitee becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Section 8(j) Article X. If any Proceeding is filed or instituted making a Buyer claim against any Indemnitee or Seller Indemnitee sending with respect to a Claims Notice matter subject to indemnity hereunder, notice thereof shall be referred given to the Indemnitor as an “Indemnitee.” A promptly as practicable; however, the failure or delay in providing a Claims Notice of any Indemnitee to give timely notice hereunder shall not relieve Buyeraffect rights to indemnification hereunder, any Seller(s) or Trust of its indemnification obligations under this Section 8 except to the extent the Indemnitor is actually prejudiced by such failure (to the extent determined by a court of competent jurisdiction). After receipt of such a notice of a Proceeding, the Indemnitor shall have the right to defend the Indemnitee against the Proceeding with counsel of its choice reasonably satisfactory to the Indemnitee, unless the nature of the claim creates an ethical conflict for the same counsel to represent the Indemnitee and the Indemnitor, so long as (a) the Indemnitor notifies the Indemnitee in writing within fifteen (15) days after the Indemnitee has given notice of the Claim or Proceeding that the Indemnitor will indemnify the Indemnitee from and against the entirety of any Damages the Indemnitee may suffer caused by the Claim or raised in the Proceeding, (b) the Indemnitor provides the Indemnitee with evidence that the Indemnitor will have the financial resources to defend against the Proceeding and fulfill its indemnification obligations hereunder, and (c) the Indemnitor conducts the defense of the Proceeding actively and diligently. The Indemnitor shall not compromise or settle such Party Proceeding without the written consent of the Indemnitee, unless (x) the Indemnitee is materially prejudiced not obligated to perform or to refrain from performing any act under such compromise or settlement, there is no encumbrance on any assets of the Indemnitee and there is no injunctive or other non-monetary relief; (y) there is no finding or admission of any violation of any applicable law, violation of the rights of any Person by the Indemnitee or any other liability of the Indemnitee to any Person; and (z) the Indemnitee receives, as a result thereofpart of such compromise or settlement, a complete, general and unconditional release in form and substance reasonably satisfactory to the Indemnitee. In all other cases the Indemnitee may defend the Claim or Proceeding with counsel of its choosing at the expense of the Indemnitor. The Indemnitee may, at its own cost, participate in the investigation, trial and defense of any such Proceeding defended by the Indemnitor and any appeal arising therefrom. The parties shall cooperate with each other in connection with any defense and in any notifications to insurers. If the Indemnitor fails to promptly and diligently assume the defense of such Proceeding after receipt of notice hereunder, the Indemnitee against which such Claim has been asserted shall (upon delivering notice to such effect to the Indemnitor) have the right to undertake the defense, compromise or settlement of such Proceeding with counsel of its own choosing at the expense of the Indemnitor and the Indemnitor shall have the right to participate therein at its own cost.

Notice of Claims. If The Indemnitee shall notify the Indemnitor in writing promptly after becoming aware of any misrepresentationLosses which an Indemnitee shall have determined has given rise to a claim for indemnification under this Article VII. Such written notice (a "Claim Notice") shall include an estimate of the Losses, breach if known, the method of warranty computation thereof and a reference to the specific provisions of this Agreement in respect of which it seeks indemnification. As soon as practicable after the date of such Claim Notice, the Indemnitee shall provide the Indemnitor or nonfulfillment his or failure her agents access to all books and records in the possession or control of the Indemnitee which the Indemnitor reasonably determines to be performed of any covenant or agreement contained in this Agreement related to such claim. If the Indemnitor notifies the Indemnitee that it does not dispute the claim or the other Transaction Documents occurs estimated amount of Losses described in such Claim Notice, or is alleged fails to notify the Indemnitee within thirty (30) days after delivery of such Claim Notice whether the Indemnitor disputes the claim or the estimated amount of Losses described in such Claim Notice, the estimated Losses in the amount specified in the Indemnitee's Claim Notice will be conclusively deemed a Loss owed by the Indemnitor to the Indemnitee and either (i) a Buyer Indemnitee asserts that Trust or any Seller(s), the Indemnitor shall pay the amount of such Losses to the Indemnitee. If the Indemnitor has become obligated timely disputed its liability with respect to such Buyer Indemnitee pursuant to Section 8 hereof, or (ii) a Seller Indemnitee asserts that Buyer, has become obligated to such Seller Indemnitee pursuant to Section 8 hereof (“Direct Claim”), or if any suit, Action, investigation, claim or proceeding is threatenedthe estimated amount of Losses, begunthe dispute shall be resolved, made or instituted and the amount, if any, of Losses payable by a third party (a “Third Party Proceeding”) as a result of which the Trust or any Seller(s) may become obligated to a Buyer Indemnitee hereunder, or Buyer may become obligated to a Seller Indemnitee, such Buyer Indemnitee or Seller Indemnitee, as applicable, shall give written notice thereof Indemnitor to the Trust or Buyer, as the case may be (the “Claims Notice”). For purposes of this Section 8(j) a Buyer Indemnitee or Seller Indemnitee sending a Claims Notice shall be referred to as an “Indemnitee.” A failure or delay determined, in providing a Claims Notice shall not relieve Buyer, any Seller(s) or Trust of its indemnification obligations under this accordance with Section 8 except to the extent that such Party is materially prejudiced as a result thereof.10.08

Notice of Claims. If any misrepresentation, breach a Claim for indemnity is asserted against a Person for which a Party may have an obligation of warranty indemnity under this Article 6 or nonfulfillment or failure to be performed of any covenant or agreement contained in elsewhere under this Agreement (an "Indemnity Claim"), the indemnified Person shall give the indemnifying Party written notice of the underlying Claim setting forth the particulars associated with the underlying Claim (including a copy of the written underlying Claim, if any) as then known by the indemnified Person ("Indemnity Claim Notice"). For Indemnity Claims with respect to which Article 6.5 applies, an Indemnity Claim shall be deemed to have been made (subject to clauses (b) and (c) thereof) upon the indemnified Person's providing an initial Indemnity Claim Notice to the indemnifying Party stating that the Claim (or Title Defect or Remediation Costs) underlying the other Transaction Documents occurs or is alleged Indemnity Claim could reasonably be expected to exceed Two Million Dollars ($2,000,000). The indemnified Person shall, to the extent practicable, give an Indemnity Claim Notice within such time as will allow the indemnifying Party a reasonable period in which to evaluate and either timely respond to the underlying Claim; provided, however, that (i) a Buyer Indemnitee asserts that Trust or any Seller(s), has become obligated failure to such Buyer Indemnitee pursuant to Section 8 hereof, or (ii) a Seller Indemnitee asserts that Buyer, has become obligated to such Seller Indemnitee pursuant to Section 8 hereof (“Direct Claim”), or if any suit, Action, investigation, claim or proceeding is threatened, begun, made or instituted by a third party (a “Third Party Proceeding”) as a result of which the Trust or any Seller(s) may become obligated to a Buyer Indemnitee hereunder, or Buyer may become obligated to a Seller Indemnitee, such Buyer Indemnitee or Seller Indemnitee, as applicable, shall give written notice thereof to the Trust or Buyer, as the case may be (the “Claims Notice”). For purposes of this Section 8(j) a Buyer Indemnitee or Seller Indemnitee sending a Claims Notice shall be referred to as an “Indemnitee.” A failure or delay in providing a Claims Notice do so shall not relieve Buyer, any Seller(s) or Trust of its indemnification obligations under this Section 8 affect an indemnified Person's rights hereunder except to the extent that such the indemnifying Party is materially prejudiced thereby; (ii) the foregoing shall not extend the time periods set forth in Article 6.5(a), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period set forth in Article 6.5(a), such Indemnity Claim Notice shall be effective, subject to the other limitations in Article 6.5 or the other provisions of Article 6, as a result thereofto costs and expenses incurred or suffered after the expiration of such time period, with respect to the matter generally described in such Indemnity Claim Notice; and (iii) the indemnified Person shall not be required to provide an Indemnity Claim Notice unless and until such Person believes that the underlying Claim (or Title Defect or Remediation Costs) underlying the Indemnity Claim could reasonably be expected to exceed the applicable threshold, which for purposes of Article 6.5 is Two Million Dollars ($2,000,000) per underlying Claim.

Notice of Claims. If any misrepresentation, breach of warranty or nonfulfillment or failure to be performed The Indemnitee shall notify the Indemnitor in writing promptly after becoming aware of any covenant or agreement contained in Losses which an Indemnitee shall have determined has given rise to a claim for indemnification under this Agreement or the other Transaction Documents occurs or is alleged and either (i) a Buyer Indemnitee asserts that Trust or any Seller(s), has become obligated to such Buyer Indemnitee pursuant to Section 8 hereof, or (ii) a Seller Indemnitee asserts that Buyer, has become obligated to such Seller Indemnitee pursuant to Section 8 hereof (“Direct Claim”), or if any suit, Action, investigation, claim or proceeding is threatened, begun, made or instituted by a third party Article V. Such written notice (a “Third Party ProceedingClaim Notice”) as shall include an estimate of the Losses, if known, the method of computation thereof and a result reference to the specific provisions of this Agreement in respect of which it seeks indemnification. As soon as practicable after the Trust date of such Claim Notice, the Indemnitee shall provide the Indemnitor or his or her agents access to all books and records in the possession and control of the Indemnitee which the Indemnitor reasonably determines to be related to such claim. If the Indemnitor notifies the Indemnitee that it does not dispute the claim or the estimated amount of Losses described in such Claim Notice, or fails to notify the Indemnitee within thirty (30) days after delivery of such Claim Notice whether the Indemnitor disputes the claim or the estimated amount of Losses described in such Claim Notice, the Losses specified in the Indemnitee’s Claim Notice will be conclusively deemed a Loss owed by the Indemnitor to the Indemnitee and the Indemnitor shall pay the amount of such Losses to the Indemnitee (to the extent available). If the Indemnitor has timely disputed its liability with respect to such claim or the estimated amount of Losses, the dispute shall be resolved, and the amount, if any, of Losses payable by the Indemnitor to the Indemnitee shall be determined, in accordance with Section 7.10 below. It is agreed that no delay on the part of any Seller(s) may become obligated to a Buyer Indemnitee in notifying the Indemnitor shall relieve the Indemnitor from its obligations hereunder, or Buyer may become obligated to a Seller Indemnitee, such Buyer Indemnitee or Seller Indemnitee, as applicable, shall give written notice thereof to the Trust or Buyer, as the case may be (the “Claims Notice”). For purposes of this Section 8(j) a Buyer Indemnitee or Seller Indemnitee sending a Claims Notice shall be referred to as an “Indemnitee.” A failure or delay in providing a Claims Notice shall not relieve Buyer, any Seller(s) or Trust of its indemnification obligations under this Section 8 except to the extent that said Indemnitor is prejudiced by such Party is materially prejudiced as a result thereoffailure to give notice. The provisions of this Section 5.06 do not apply to third party claims referred to below in Section 5.07.

Notice of Claims. If (a) Any Buyer Group Member or Seller Group Member (the “Indemnified Party”) seeking indemnification hereunder shall give to the party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to any misrepresentationclaim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such claim, breach and a reference to the provision of warranty or nonfulfillment or failure to be performed of any covenant or agreement contained in this Agreement or the any other Transaction Documents occurs agreement, document or instrument executed hereunder or in connection herewith upon which such claim is alleged and either (i) based; provided, that a Buyer Indemnitee asserts that Trust Claim Notice in respect of any pending or any Seller(s), has become obligated to such Buyer Indemnitee pursuant to Section 8 hereof, threatened action at law or (ii) a Seller Indemnitee asserts that Buyer, has become obligated to such Seller Indemnitee pursuant to Section 8 hereof (“Direct Claim”), suit in equity by or if any suit, Action, investigation, claim or proceeding is threatened, begun, made or instituted by against a third party Person as to which indemnification will be sought (each such action or suit being a “Third Party ProceedingPerson Claim”) as a result shall be given promptly after the action or suit is commenced; provided further that failure to give such notice shall not relieve the Indemnitor of which the Trust or any Seller(s) may become obligated to a Buyer Indemnitee hereunder, or Buyer may become obligated to a Seller Indemnitee, such Buyer Indemnitee or Seller Indemnitee, as applicable, shall give written notice thereof its obligations hereunder except to the Trust or Buyer, as the case may be (the “Claims Notice”)extent it shall have been prejudiced by such failure. For purposes of this Section 8(j11.3(a) and Section 11.4, the term “Third Person Claim” shall include any action or suit threatened or brought by a Seller Group Member against a third Person or threatened or brought by a third Person against a Seller Group Member (whether or not brought or threatened to be brought against a Buyer Indemnitee Group Member) relating to or Seller Indemnitee sending arising out of (i) those matters set forth on Schedule 11.1(A)(v) or (ii) an Excluded Liability, and which, in each case, has or could reasonably be expected to have, in any material respect, a Claims Notice continuing effect on the Business. With respect to such actions or suits, for purposes of this Section 11.3(a) and Section 11.4, (x) Sellers and Equityholders shall be referred deemed to as an be the “IndemniteeIndemnitor” and Buyer shall be deemed to be the “Indemnified Party” and (y) Sellers and Equityholders shall provide notice to Buyer or any such matters.” A failure or delay in providing a Claims Notice shall not relieve Buyer, any Seller(s) or Trust of its indemnification obligations under this Section 8 except to the extent that such Party is materially prejudiced as a result thereof.

Notice of Claims. If With respect to any misrepresentationmatter as to which any person or entity (the "Indemnified Person") is entitled to indemnification from any other person or entity (the "Indemnifying Person") under this Article VIII, breach the Indemnified Person shall have the right, but not the obligation, to contest, defend or litigate, and to retain counsel of warranty its choice in connection with, any claim, action, suit or nonfulfillment proceeding by any third party alleged or failure asserted against the Indemnified Person in respect of, resulting from, relating to or arising out of such matter, and the costs and expenses thereof shall be performed subject to the indemnification obligations of the Indemnifying Person hereunder; provided, however, that if the Indemnifying Person acknowledges in writing its obligation to indemnify the Indemnified Person in respect of such matter to the fullest extent provided by this Article VIII, the Indemnifying Person shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense through counsel of its choice if it gives prompt notice of its intention to do so to the Indemnified Person. Neither an Indemnified Person nor an Indemnifying Person shall be entitled to settle or compromise any covenant such claim, action, suit or agreement contained in this Agreement or proceeding without the prior written consent of the other Transaction Documents occurs or is alleged party hereto (and either (i) a Buyer Indemnitee asserts that Trust or any Seller(s), has become obligated to such Buyer Indemnitee pursuant to Section 8 hereof, or (ii) a Seller Indemnitee asserts that Buyer, has become obligated to such Seller Indemnitee pursuant to Section 8 hereof (“Direct Claim”), or if any suit, Action, investigation, claim or proceeding is threatened, begun, made or instituted by a third party (a “Third Party Proceeding”) as a result of which the Trust or any Seller(s) may become obligated to a Buyer Indemnitee hereunder, or Buyer may become obligated to a Seller Indemnitee, such Buyer Indemnitee or Seller Indemnitee, as applicable, shall give written notice thereof to the Trust or Buyer, as the case may be (the “Claims Notice”). For for purposes of this Section 8(jprovision the "other party hereto" shall be: (A) NHTC, for any Indemnified Person or Indemnifying Person who is an NHTC Indemnified Person, and (B) one or more of the Attorneys, for any Indemnified Person or Indemnifying Person who is a Buyer Indemnitee or Seller Indemnitee sending a Claims Notice shall be referred to as an “Indemnitee.” A failure or delay in providing a Claims Notice Company Indemnified Person), which consent shall not relieve Buyer, any Seller(s) or Trust of its indemnification obligations under this Section 8 except to the extent that such Party is materially prejudiced as a result thereofbe unreasonably withheld.

Notice of Claims. 10.3.1 If any misrepresentation, breach of warranty or nonfulfillment or failure Parent Group Member (with respect to be performed of any covenant or agreement contained in this Agreement or the other Transaction Documents occurs or is alleged and either (iSection 10.1) a Buyer Indemnitee asserts that Trust or any Seller(s), has become obligated to such Buyer Indemnitee pursuant Stockholder Group Member (with respect to Section 8 hereof, 10.2) believes that it has suffered or (ii) a Seller Indemnitee asserts that Buyer, has become obligated to such Seller Indemnitee pursuant to Section 8 hereof (“Direct Claim”), incurred any Loss or if incurred any suit, Action, investigation, claim or proceeding is threatened, begun, made or instituted by a third party (a “Third Party Proceeding”) as a result of which the Trust or any Seller(s) may become obligated to a Buyer Indemnitee hereunder, or Buyer may become obligated to a Seller IndemniteeExpense, such Buyer Indemnitee Parent Group Member or Seller Indemnitee, as applicable, shall give written notice thereof to the Trust or BuyerStockholder Group Member, as the case may be (the “Claims Notice”"Indemnified Person"). For purposes , shall so notify the parties obligated to provide indemnification to such Indemnified Person (the "Indemnitor") (which, in the event such notice is given by a Parent Group Member, shall be given to the Stockholders' Representative) promptly in writing describing such Loss or Expense, the amount thereof, if known, and the method of computation of such Loss or Expense, all with reasonable particularity and containing a reference to the provisions of this Section 8(j) a Buyer Indemnitee Agreement, any certificate delivered pursuant hereto or Seller Indemnitee sending a Claims Notice any Parent Ancillary Agreement or Stockholder Ancillary Agreement in respect of which such Loss or Expense shall be have occurred (such written notification being sometimes hereinafter referred to as the "Claim Notice"); provided, however, that an “Indemnitee.” A failure or delay in providing a Claims Notice omission by the Indemnified Person to give notice as provided herein shall not relieve Buyer, any Seller(s) or Trust the Indemnitor of its indemnification obligations obligation under this Section 8 10 except (i) to the extent that such Party omission results in a failure of actual notice to the Indemnitor and such Indemnitor is materially prejudiced damaged as a result thereofof such failure to give notice, or (ii) if the Indemnified Person fails to give notice prior to the termination of the indemnity obligation. If any Action is instituted by or against a third party with respect to which any Indemnified Person intends to claim any liability or expense as Loss or Expense under this Section 10, such Indemnified Person shall promptly notify the Indemnitor of such Action as specified in this Section 10.3.

Notice of Claims. If With respect to any misrepresentationmatter as to ----------------- which any person or entity (the "INDEMNIFIED PERSON") is entitled -------------------- to indemnification from any other person or entity (the "INDEM- ------- NIFYING PERSON") under this Article VII, breach the indemnified Person --------------- shall have the right, but not the obligation, to contest, defend or litigate, and to retain counsel of warranty its choice in connection with, any claim, action, suit or nonfulfillment proceeding by any third party alleged or failure asserted against the Indemnified Person in respect of, resulting from, relating to or arising out of such matter, and the costs and expenses thereof shall be performed subject to the indemnification obligations of the Indemnifying Person hereunder; provided, however, that if the Indemnifying Person acknowledges in writing its obligation to indemnify the Indemnified Person in respect of such matter to the fullest extent provided by this Article VII, the Indemnifying Person shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense through counsel reasonably acceptable to the Indemnified Person of its choice if it gives prompt notice of its intention to do so to the Indemnified Person. Neither an Indemnified Person nor an Indemnifying Person shall be entitled to settle or compromise any covenant such claim, action, suit or agreement contained in this Agreement or proceeding without the prior written consent of the other Transaction Documents occurs or is alleged party hereto (and either for purposes of this provision the "other party hereto" shall be: (i) Purchaser, for any Indemnified Person or Indemnifying Person who is a Buyer Indemnitee asserts that Trust or any Seller(s)Seller's Indemnified Person, has become obligated to such Buyer Indemnitee pursuant to Section 8 hereof, or and (ii) a Seller Indemnitee asserts that BuyerSeller, has become obligated to such Seller Indemnitee pursuant to Section 8 hereof (“Direct Claim”)for Purchaser, or if any suit, Action, investigation, claim or proceeding is threatened, begun, made or instituted by a third party (a “Third Party Proceeding”) as a result of which the Trust or any Seller(s) may become obligated to a Buyer Indemnitee hereunder, or Buyer may become obligated to a Seller Indemnitee, such Buyer Indemnitee or Seller Indemnitee, as applicable, shall give written notice thereof to the Trust or Buyer, as the case may be (the “Claims Notice”). For purposes of this Section 8(j) a Buyer Indemnitee or Seller Indemnitee sending a Claims Notice shall be referred to as an “Indemnitee.” A failure or delay in providing a Claims Notice consent shall not relieve Buyer, any Seller(s) or Trust of its indemnification obligations under this Section 8 except to the extent that such Party is materially prejudiced as a result thereofbe unreasonably withheld.

Notice of Claims. If any misrepresentation, breach a Claim is asserted against a Person for which a Party may have an obligation of warranty indemnity under this Article 4 or nonfulfillment or failure to be performed of any covenant or agreement contained in elsewhere under this Agreement or the other Transaction Documents occurs or is alleged and either (i) a Buyer Indemnitee asserts that Trust or any Seller(s), has become obligated to such Buyer Indemnitee pursuant to Section 8 hereof, or (ii) a Seller Indemnitee asserts that Buyer, has become obligated to such Seller Indemnitee pursuant to Section 8 hereof (an “Direct Indemnity Claim”), or the indemnified Person shall give the indemnifying Party written notice of the underlying Claim setting forth the particulars associated with the underlying Claim (including a copy of the written underlying Claim, if any suit, Action, investigation, claim or proceeding is threatened, begun, made or instituted by a third party (a “Third Party Proceeding”any) as a result of which then known by the Trust or any Seller(s) may become obligated to a Buyer Indemnitee hereunder, or Buyer may become obligated to a Seller Indemnitee, such Buyer Indemnitee or Seller Indemnitee, as applicable, shall give written notice thereof to the Trust or Buyer, as the case may be indemnified Person (the “Claims Indemnity Claim Notice”). For purposes Indemnity Claims with respect to which the threshold limitation in Section 4.4 applies, an Indemnity Claim shall be deemed to have been made upon the indemnified Person’s providing an initial Indemnity Claim Notice to the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Threshold Amount. The indemnified Person shall, to the extent practicable, give an Indemnity Claim Notice within such time as will allow the indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying Claim; provided, however, that (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent of, any incremental increase in the cost of this the Indemnity Claim resulting from the failure to give notice; and (b) the foregoing shall not extend the time period set forth in Section 8(j4.4(a) a Buyer Indemnitee or Seller Indemnitee sending a Claims (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be referred to as an “Indemnitee.” A failure or delay in providing a Claims Notice shall not relieve Buyereffective, any Seller(s) or Trust of its indemnification obligations under this Section 8 except subject to the extent that other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the expiration of any such Party is materially prejudiced as a result thereoftime period, with respect to the matter described in such Indemnity Claim Notice.

Notice of Claims. If any misrepresentation, breach of warranty Any Buyer Indemnified Party or nonfulfillment or failure Seller Indemnified Party seeking indemnification hereunder (the “Indemnified Party”) shall give promptly to be performed of any covenant or agreement contained in the Party obligated to provide indemnification to such Indemnified Party under this Agreement or ARTICLE 11 (Indemnification; Remedies) (the other Transaction Documents occurs or is alleged and either (i“Indemnifying Party”) a Buyer Indemnitee asserts that Trust or any Seller(s), has become obligated to such Buyer Indemnitee pursuant to Section 8 hereof, or (ii) a Seller Indemnitee asserts that Buyer, has become obligated to such Seller Indemnitee pursuant to Section 8 hereof (“Direct Claim”), or if any suit, Action, investigation, claim or proceeding is threatened, begun, made or instituted by a third party notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to Tarpon – Asset Purchase Agreement Strictly Confidential CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. 35 the claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based; provided, that a Claim Notice in respect of any Third Party Proceeding”) as a result of which Claim shall be given promptly after the Trust action or suit is commenced; provided further, that any Seller(s) may become obligated to a Buyer Indemnitee hereunder, or Buyer may become obligated to a Seller Indemnitee, such Buyer Indemnitee or Seller Indemnitee, as applicable, shall give written delay in complying with prompt notice thereof to the Trust or Buyer, as the case may be (the “Claims Notice”). For purposes requirements of this Section 8(j11.5 (Notice of Claims) a Buyer Indemnitee or Seller Indemnitee sending a Claims Notice shall be referred to as an “Indemnitee.” A failure or delay in providing a Claims Notice shall not relieve Buyer, any Seller(s) or Trust of its indemnification obligations under this Section 8 except will only limit the Indemnifying Party’s obligation to the extent that of the prejudice caused to the Indemnifying Party by such Party is materially prejudiced as a result thereofdelay.

Notice of Claims. If Promptly, whenever any misrepresentationclaim shall arise for indemnification hereunder, breach the party entitled to indemnification (the "Indemnified Person") shall promptly notify the other party (the "Indemnifying Person") of warranty or nonfulfillment or failure the claim, such notice (the "Claim Notice") to be performed in writing and to describe in reasonable detail (a) the Damages allegedly incurred, (b) the amount thereof, if known, (c) any complaints, subpoena or other documents served against the Indemnified Person in connection with such Damages, and (d) the method of any covenant or agreement contained in this Agreement or computation of such Damages (but the other Transaction Documents occurs or is alleged and either (i) a Buyer Indemnitee asserts that Trust or any Seller(s), has become obligated failure so to such Buyer Indemnitee pursuant to Section 8 hereof, or (ii) a Seller Indemnitee asserts that Buyer, has become obligated to such Seller Indemnitee pursuant to Section 8 hereof (“Direct Claim”), or if any suit, Action, investigation, claim or proceeding is threatened, begun, made or instituted by a third party (a “Third Party Proceeding”) as a result of which the Trust or any Seller(s) may become obligated to a Buyer Indemnitee hereunder, or Buyer may become obligated to a Seller Indemnitee, such Buyer Indemnitee or Seller Indemnitee, as applicable, shall give written notice thereof to the Trust or Buyer, as the case may be (the “Claims Notice”). For purposes of this Section 8(j) a Buyer Indemnitee or Seller Indemnitee sending a Claims Notice shall be referred to as notify an “Indemnitee.” A failure or delay in providing a Claims Notice Indemnifying Person shall not relieve Buyer, it from any Seller(s) or Trust of its indemnification obligations liability which it may have under this Section 8 10 except to the extent that it has been prejudiced in any material respect by such Party failure or from any liability which it might otherwise have). The Indemnifying Person shall have 30 business days following its receipt of an any Claim Notice either to (a) acquiesce in such claim by giving such Indemnified Person written notice of such acquiescence or (b) object to the claim by giving the Indemnified Person written notice of the objection. If the Indemnifying Person do not object to the Claim Notice within such 30 business day period, the Indemnified Person shall be entitled to be indemnified for all losses reasonably and proximately incurred by such Indemnified Person in respect of such claim. If the Sellers duly object within such 30-day period, the dispute shall be resolved in accordance with Section 12. An Indemnified Person shall not settle or compromise any claim by a third party for which such Indemnified Person is materially prejudiced as a result thereofentitled to indemnification hereunder without the prior written consent (not to be unreasonably withheld) of the Indemnifying Person.

Notice of Claims. If (a) Any Buyer Group Member or Seller Group Member (the “Indemnified Party”) seeking indemnification hereunder shall give to the party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to any misrepresentationclaim for indemnification hereunder and shall include in such Claim Notice the amount or the method of computation of the amount of such claim, breach and a reference to the provision of warranty or nonfulfillment or failure to be performed of any covenant or agreement contained in this Agreement or any other agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based; provided that a Claim Notice in respect of any Third Party Claim shall be given promptly after such Indemnified Party has become aware of such Third Party Claim; provided, further, that failure to give such notice shall not relieve the other Transaction Documents occurs Indemnitor of its obligations hereunder except to the extent the Indemnitor shall have been prejudiced by such failure (including prejudice to Indemnitor’s right to participate in the defense or is alleged resolution of the matter giving rise to the indemnification obligation hereunder). The Indemnified Party shall reasonably cooperate and either assist the Indemnitor in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such matters, including, without limitation, providing during normal business hours upon reasonable advance notice and with a view toward minimizing disruption of the Indemnified Party’s business reasonable access to and copies of information, records and documents relating to such matters (provided that this Section 11.3(a) shall not require the Indemnified Party to make available any such records, materials or information (i) that is subject to attorney-client or other legal privilege if making available any such records, materials or information would result in a Buyer Indemnitee asserts that Trust violation or any Seller(s), has become obligated to waiver of such Buyer Indemnitee pursuant to Section 8 hereofprivilege, or (ii) a Seller Indemnitee asserts that Buyer, has become obligated to such Seller Indemnitee pursuant to Section 8 hereof (“Direct Claim”), or if any suit, Action, investigation, claim or proceeding is threatened, begun, made or instituted by a third party (a “Third Party Proceeding”) as a result of which the Trust or any Seller(s) may become obligated to a Buyer Indemnitee hereunder, or Buyer may become obligated to a Seller Indemnitee, such Buyer Indemnitee or Seller Indemnitee, as applicable, shall give written notice provision thereof to the Trust or BuyerIndemnitor would violate Requirements of Law) and furnishing employees to assist in the investigation, as the case may be (the “Claims Notice”). For purposes defense and resolution of this Section 8(j) a Buyer Indemnitee or Seller Indemnitee sending a Claims Notice shall be referred to as an “Indemniteesuch matters.” A failure or delay in providing a Claims Notice shall not relieve Buyer, any Seller(s) or Trust of its indemnification obligations under this Section 8 except to the extent that such Party is materially prejudiced as a result thereof.

Notice of Claims. If In the event any misrepresentationIndemnified Person is asserting a claim for indemnification, breach the Indemnified Person shall deliver to the Indemnifying Person written notice of warranty such claim that the Indemnified Person has determined has given or nonfulfillment could give rise to indemnification under Section 9.2 or failure to be performed of any covenant or agreement contained in this Agreement or the other Transaction Documents occurs or is alleged and either (i) a Buyer Indemnitee asserts that Trust or any Seller(s), has become obligated to such Buyer Indemnitee pursuant to Section 8 hereof, or (ii) a Seller Indemnitee asserts that Buyer, has become obligated to such Seller Indemnitee pursuant to Section 8 hereof (“Direct Claim”), or if any suit, Action, investigation, claim or proceeding is threatened, begun, made or instituted by a third party 9.3 (a “Third Party ProceedingClaim Notice”) ). The failure by any Indemnified Person so to notify the Indemnifying Person shall not relieve the Indemnifying Person from liability under this Agreement which it may have to such Indemnified Person under Section 9.2 or 9.3 hereof except to the extent the Indemnifying Person shall have been prejudiced in any material respect as a result of which such failure. A Claim Notice shall describe in reasonable detail the Trust or nature of the claim and shall indicate the amount of Losses (or, if not known, estimated Losses, to the extent that Losses in respect of such claim are reasonably capable of being estimated). The Sellers Representative may object to any Seller(s) may become obligated to claim set forth in a Buyer Indemnitee hereunder, or Buyer may become obligated to a Seller Indemnitee, such Buyer Indemnitee or Seller Indemnitee, as applicable, shall give Claims Notice by delivering written notice thereof to Buyer of the Trust or Buyer, as the case may be Sellers Representative’s objection (the a “Claims Dispute Notice”). For purposes Such Dispute Notice must describe the grounds for such objection in reasonable detail. If a Dispute Notice is not delivered by the Sellers Representative to Buyer within twenty (20) calendar days after delivery of the Claim Notice, such failure to so object will be an irrevocable acknowledgment by each party to this Agreement (including the Sellers Representative) that the Buyer Indemnified Parties are entitled to indemnification under Section 8(j) 9.2 for the Losses set forth in such Claim Notice in accordance with this Article 9. If a Buyer Indemnitee or Seller Indemnitee sending a Claims Dispute Notice is delivered, the Parties shall be referred thereafter attempt to as an “Indemniteeresolve the dispute promptly by negotiation in good faith.” A failure or delay in providing a Claims Notice shall not relieve Buyer, any Seller(s) or Trust of its indemnification obligations under this Section 8 except to the extent that such Party is materially prejudiced as a result thereof.

Notice of Claims. If With respect to any misrepresentationmatter as to which any ------------------ person or entity (the "Indemnified Person") is entitled to indemnification from any other person or entity (the "Indemnifying Person") under this Article 9, breach the Indemnified Person shall have the right, but not the obligation, to contest, defend or litigate, and to retain counsel of warranty its choice in connection with, any claim, action, suit or nonfulfillment proceeding by any third party alleged or failure asserted against the Indemnified Person in respect of, resulting from, relating to or arising out of such matter, and the costs and expenses thereof shall be performed subject to the indemnification obligations of the Indemnifying Person hereunder; provided, however, that if the Indemnifying Person acknowledges in writing its obligation to indemnify the Indemnified Person in respect of such matter to the fullest extent provided by this Article 9, then an Indemnifying Person shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense through counsel of its choice if it gives prompt notice of its intention to do so to the indemnified Person. Neither an indemnified Person nor an Indemnifying Person shall be entitled to settle or compromise any covenant such claim, action, suit or agreement contained in this Agreement or proceeding without the prior written consent of the other Transaction Documents occurs or is alleged party hereto and either (i) a Buyer Indemnitee asserts that Trust or any Seller(s), has become obligated to such Buyer Indemnitee pursuant to Section 8 hereof, or (ii) a Seller Indemnitee asserts that Buyer, has become obligated to such Seller Indemnitee pursuant to Section 8 hereof (“Direct Claim”), or if any suit, Action, investigation, claim or proceeding is threatened, begun, made or instituted by a third party (a “Third Party Proceeding”) as a result of which the Trust or any Seller(s) may become obligated to a Buyer Indemnitee hereunder, or Buyer may become obligated to a Seller Indemnitee, such Buyer Indemnitee or Seller Indemnitee, as applicable, shall give written notice thereof to the Trust or Buyer, as the case may be (the “Claims Notice”). For for purposes of this Section 8(jprovision the "other party hereto" shall be: (a) Purchaser, for any Indemnified Person or Indemnifying Person who is a Buyer Indemnitee Sellers' Indemnified Person; and (b) the Shareholders' Agents, for any Indemnified Person or Seller Indemnitee sending Indemnifying Person who is a Claims Notice shall be referred to as an “Indemnitee.” A failure or delay in providing a Claims Notice Purchaser's Indemnified Person, which consent shall not relieve Buyerbe unreasonably withheld, any Seller(s) delayed or Trust of its indemnification obligations under this Section 8 except to the extent that such Party is materially prejudiced as a result thereofconditioned.

Notice of Claims. If any misrepresentationeither a Buyer Indemnified Party, breach of warranty on the one hand, or nonfulfillment or failure to be performed of any covenant or agreement contained in this Agreement or a Seller Indemnified Party, on the other Transaction Documents occurs or is alleged and either hand (i) a Buyer Indemnitee asserts that Trust or any Seller(s), has become obligated to such Buyer Indemnitee pursuant to Section 8 hereof, or (ii) a Seller Indemnitee asserts that Buyer, has become obligated to Indemnified Party on the one hand and such Seller Indemnitee pursuant to Section 8 hereof (“Direct Claim”), or if any suit, Action, investigation, claim or proceeding is threatened, begun, made or instituted by a third party (a “Third Indemnified Party Proceeding”) as a result of which on the Trust or any Seller(s) may become obligated to a Buyer Indemnitee hereunder, or Buyer may become obligated to a Seller Indemnitee, such Buyer Indemnitee or Seller Indemnitee, as applicable, shall give written notice thereof to the Trust or Buyer, as the case may be (the “Claims Notice”). For purposes of this Section 8(j) a Buyer Indemnitee or Seller Indemnitee sending a Claims Notice shall be other hand being hereinafter referred to as an “Indemnitee.” A failure Indemnified Party”), has suffered or delay incurred any Losses for which indemnification may be sought under this ARTICLE 8, the Indemnified Party shall so notify the other party from whom indemnification is sought under this ARTICLE 8 (the “Indemnifying Party”) promptly in providing writing describing such Loss, the amount or estimated amount thereof, if known or reasonably capable of estimation, and the method of computation of such Loss, all with reasonable particularity and containing a Claims Notice reference to the provisions of this Agreement (or the Bill of Sale [***]) in respect of which such Loss shall not relieve Buyerhave occurred. If any claim, action, suit or proceeding is asserted or instituted by or against a Third Party with respect to which an Indemnified Party intends to claim any Seller(s) or Trust of its indemnification obligations Loss under this Section 8 8.2, such Indemnified Party shall promptly notify the Indemnifying Party of such claim, action, suit or proceeding and tender to the Indemnifying Party the defense of such claim, action, suit or proceeding. A failure by an Indemnified Party to give notice and to tender the defense of such claim, action, suit or proceeding in a timely manner pursuant to this Section 8.2 shall not limit the obligation of the Indemnifying Party under this ARTICLE 8, except to the extent that such Indemnifying Party is materially actually prejudiced as a result thereofthereby.

Notice of Claims. If any misrepresentation, breach of warranty or nonfulfillment or failure The party claiming to be performed indemnified (hereinafter in this Section 12.3 called the "INDEMNITEE") shall deliver a detailed notice (the "INDEMNIFICATION NOTICE") to the other party (hereinafter in this Section 12.3 called the "INDEMNITOR") of the assertion of any covenant or agreement contained in this Agreement claim or the other Transaction Documents occurs commencement of any suit, action or proceeding against the Indemnitee for which Indemnitee is alleged and either entitled to be indemnified hereunder as soon as reasonably possible after the Indemnitee receives notice thereof, but in no event later than (A) with respect to indemnification based upon a suit, action or proceeding, the first to occur of (i) a Buyer thirty (30) days after Indemnitee asserts that Trust is first served with notice of such suit, action or any Seller(s), has become obligated to such Buyer Indemnitee pursuant to Section 8 hereof, or proceeding and (ii) a Seller the three hundred ninety fifth (395th) day following the Closing Date and (B) with respect to all other matters, the first to occur of (i) sixty (60) days after the date Indemnitee asserts that Buyerfirst becomes aware thereof and (ii) the four hundred twenty fifth (425th) day following the Closing Date. In the Indemnification Notice, has become obligated the Indemnitee shall (1) specify with reasonable particularity the basis for seeking indemnification and (2) provide the Indemnitor with such information with respect to such Seller the claim, suit, action or proceeding as may be known to the Indemnitee at the time (and shall continue to provide the Indemnitor with any additional information as and when the same becomes known to the Indemnitee). The Indemnitee's failure to deliver timely the Indemnification Notice pursuant to Section 8 hereof (“Direct Claim”), or if any suit, Action, investigation, claim or proceeding is threatened, begun, made or instituted by a third party (a “Third Party Proceeding”) as a result of which the Trust or any Seller(s) may become obligated to a Buyer Indemnitee hereunder, or Buyer may become obligated to a Seller Indemnitee, such Buyer Indemnitee or Seller Indemnitee, as applicable, shall give written notice thereof to the Trust or Buyer, as the case may be (the “Claims Notice”). For purposes of this Section 8(j) a Buyer Indemnitee or Seller Indemnitee sending a Claims Notice 12.3 shall be referred to as an “Indemnitee.” A failure or delay in providing a Claims Notice shall not relieve Buyer, any Seller(s) or Trust the Indemnitor of its indemnification obligations under this Section 8 except obligation with respect to the extent that such Party is materially prejudiced as a result thereofclaim, suit, action or proceeding.

Notice of Claims. If any misrepresentation, breach Assumption of warranty or nonfulfillment or failure to be performed Defense. As soon as is reasonably practicable after becoming aware of any covenant or agreement contained in a claim for indemnification under this Agreement or the other Transaction Documents occurs or is alleged and either (i) a Buyer Indemnitee asserts that Trust or any Seller(s), has become obligated to such Buyer Indemnitee pursuant to Section 8 hereof, or (ii) a Seller Indemnitee asserts that Buyer, has become obligated to such Seller Indemnitee pursuant to Section 8 hereof (“Direct Claim”), or if commencement of any suit, Action, investigation, claim action or proceeding is threatened, begun, made or instituted by any Person not a third party (a “Third Party Proceeding”) as a result hereto in respect of which indemnity may be sought under this Agreement, the Trust or any Seller(s) may become obligated to a Buyer Indemnitee hereunder, or Buyer may become obligated to a Seller Indemnitee, such Buyer Indemnitee or Seller Indemnitee, as applicable, Indemnified Person shall promptly give written notice thereof to the Trust or BuyerIndemnifying Person of such claim and the amount the Indemnified Person will be entitled to receive hereunder from the Indemnifying Person; provided, as that the case may be (failure of the “Claims Notice”). For purposes of this Section 8(j) a Buyer Indemnitee or Seller Indemnitee sending a Claims Notice shall be referred Indemnified Person to as an “Indemnitee.” A failure or delay in providing a Claims Notice give notice shall not relieve Buyer, any Seller(s) or Trust the Indemnifying Person of its indemnification obligations under this Section 8 Article XIII except to the extent (if any) that the Indemnifying Person shall have been actually prejudiced thereby. If the Indemnifying Person does not object in writing to such Party indemnification claim within thirty (30) days of receiving notice thereof, the Indemnified Person shall be entitled to recover promptly from the Indemnifying Person the amount of such claim, and no later objection by the Indemnifying Person shall be permitted. If the Indemnifying Person agrees that it has an indemnification obligation but objects that it is materially prejudiced as obligated to pay only a result thereof.lesser amount, the Indemnified Person shall nevertheless be entitled to recover promptly from the Indemnifying Person the lesser amount, without prejudice to the Indemnified Person's claim for the difference. The Indemnifying Person may, at its own expense participate in the defense of any claim, suit, action or proceeding. The Indemnifying Person also may, at its own expense, assume the defense of any claim, suit, action or proceeding upon (a) the written consent of the Indemnified Person which expressly allows the Indemnifying Person to assume such defense while reserving its rights to challenge the Indemnified Person's indemnification claim or (b) upon notice to the Indemnified

Notice of Claims. If any misrepresentation, breach of warranty or nonfulfillment or failure to be performed of any covenant or agreement contained in this Agreement or the other Transaction Documents occurs or is alleged and either (i) a Buyer Indemnitee asserts that Trust or any Seller(s), has become obligated to such Buyer Indemnitee pursuant to Section 8 hereof, or (ii) a Seller Indemnitee asserts that Buyer, has become obligated to such Seller Indemnitee pursuant to Section 8 hereof (“Direct Claim”), or if any suit, Action, investigation, claim or proceeding is threatened, begun, made or instituted by a third party (a “Third Party Proceeding”) as a result of which the Trust or any Seller(s) may become obligated to a Buyer Indemnitee hereunder, or Buyer may become obligated to a Seller Indemnitee, such Buyer Indemnitee or Seller Indemnitee, as applicable, shall give written notice thereof to the Trust Indemnitee (an “Indemnified Person”) has suffered or Buyerincurred any Buyer Damages or Seller Damages, as the case may be (“Damages”), for which it is entitled to indemnification under this Article VII, or has discovered the liability, obligation or facts giving rise to such claim for indemnification, such Indemnified Person shall so notify the Person from whom indemnification is being claimed (the “Claims NoticeIndemnifying Person”)) with reasonable promptness and reasonable particularity in light of the circumstances then existing. For purposes If any Proceeding (as hereinafter defined) is instituted by or against a third party with respect to which any Indemnified Person intends to claim any Damages, such Indemnified Person shall promptly (but in no event later than thirty (30) business days after such Indemnification Person receives written notice of such Proceeding) notify the Indemnifying Person of such Proceeding. The failure of an Indemnified Person to give any notice required by this Section 8(j) a Buyer Indemnitee or Seller Indemnitee sending a Claims Notice shall be referred to as an “Indemnitee.” A failure or delay in providing a Claims Notice 7.4 shall not relieve Buyer, affect any Seller(s) or Trust of its indemnification obligations such party’s rights under this Section 8 Article VII (including, without limitation, rights to indemnification) except and to the extent that such Party failure is materially prejudiced as a result thereofprejudicial to the rights or obligations of the Indemnified Person. As used in this Agreement the term “Proceeding”, shall mean any action, arbitration, audit, claim, complaint, hearing, proceeding, investigation, litigation, or suit (whether civil, criminal, administrative, investigative, or informal) commenced, brought, conducted, or heard by or before, or otherwise involving, any court, governmental body or arbitrator.

Notice of Claims. If any misrepresentation, breach Buyer shall give prompt written notice to Seller of warranty or nonfulfillment or failure to be performed the assertion of any covenant claim, the amount of which together with any anticipated expenses of defense, settlement or agreement contained investigation, Buyer reasonably expects to exceed Two Hundred Fifty and 00/100 Dollars ($250.00). Seller may, by written notice to Buyer, received by Buyer within ten (10) days after receipt by Seller of the original notice from Buyer, assume the defense of any such claim with counsel satisfactory to Buyer. If Seller has assumed the defense of a claim, Buyer shall have the right, but not the obligation, to participate at its own expense in this Agreement or the other Transaction Documents occurs or is alleged and either (i) a Buyer Indemnitee asserts that Trust or any Seller(s), has become obligated to such Buyer Indemnitee pursuant to Section 8 hereofdefense of, or (ii) a Seller Indemnitee asserts that Buyer, has become obligated to such Seller Indemnitee pursuant to Section 8 hereof (“Direct Claim”), or if in any suit, Action, investigation, claim or proceeding is threatened, begun, made or instituted by a third party (a “Third Party Proceeding”) as a result of which the Trust or any Seller(s) may become obligated to a Buyer Indemnitee hereunder, or Buyer may become obligated to a Seller Indemniteenegotiation with respect to, such Buyer Indemnitee or claim. If Seller Indemnitee, as applicable, shall give written notice thereof to does not assume the Trust or Buyer, as the case may be (the “Claims Notice”). For purposes defense of this Section 8(j) a Buyer Indemnitee or Seller Indemnitee sending a Claims Notice shall be referred to as an “Indemnitee.” A failure or delay in providing a Claims Notice shall not relieve Buyer, any Seller(s) or Trust of its indemnification obligations claim under this Section 8 except 6 within ten (10) days after receipt of notice from Buyer of such claim, the Indemnitors shall be obligated to pay all the reasonable fees and expenses incurred by Buyer in any defense, settlement or compromise of such claim and Buyer shall have the right to control the defense. In all events, no settlement or compromise of any claim, the defense of which Seller has the right to assume hereunder, shall be made in any event without the consent of Seller. Any such consent shall not be unreasonably withheld or delayed; provided, however, that in the event Seller shall refuse to join in any such settlement or compromise, Buyer shall have the right to deposit with Seller the settlement amount and Seller shall assume the defense of the claim at its expense and become solely liable therefor. Delay on the part of Buyer in giving notice of a claim for which indemnification is sought shall reduce the liability of the Indemnitors under this Section 6 only to the extent that such Party is the Indemnitors was demonstrably and materially prejudiced as a result thereofby such delay in notice.

Notice of Claims. If any misrepresentation, breach of warranty or nonfulfillment or failure to be performed of any covenant or agreement contained in a Claim is asserted against a Person for which a Party may have Indemnity Obligations under this Agreement or the other Transaction Documents occurs or is alleged and either (i) a Buyer Indemnitee asserts that Trust or any Seller(s), has become obligated to such Buyer Indemnitee pursuant to Section 8 hereof, or (ii) a Seller Indemnitee asserts that Buyer, has become obligated to such Seller Indemnitee pursuant to Section 8 hereof (an “Direct Indemnity Claim”), or the indemnified Person shall give the indemnifying Party written notice of the underlying Claim setting forth the particulars associated with the underlying Claim (including a copy of the written underlying Claim, if any suit, Action, investigation, claim or proceeding is threatened, begun, made or instituted by a third party (a “Third Party Proceeding”any) as a result of which then known by the Trust or any Seller(s) may become obligated to a Buyer Indemnitee hereunder, or Buyer may become obligated to a Seller Indemnitee, such Buyer Indemnitee or Seller Indemnitee, as applicable, shall give written notice thereof to the Trust or Buyer, as the case may be indemnified Person (the “Claims Indemnity Claim Notice”). For purposes Indemnity Claims with respect to which the Individual Indemnity Threshold in Section 11.4 applies, an Indemnity Claim shall be deemed to have been made (subject to the provisions of this Section 8(j11.4) upon the indemnified Person’s providing an initial Indemnity Claim Notice to the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shall, to the extent practicable, give an Indemnity Claim Notice within such time as will allow the indemnifying Party a Buyer Indemnitee or Seller Indemnitee sending a Claims reasonable period in which to evaluate and timely respond to the underlying Claim; provided, (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent of, any increase in the cost of the Indemnity Claim resulting from the failure to give notice; and (b) the foregoing shall not extend the time period set forth in Section 11.4 (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 11.4, such Indemnity Claim Notice shall be referred to as an “Indemnitee.” A failure or delay in providing a Claims Notice shall not relieve Buyereffective, any Seller(s) or Trust of its indemnification obligations under this Section 8 except subject to the extent that other limitations in Section 11.4 (if applicable), as to costs and expenses incurred or suffered after the expiration of any such Party is materially prejudiced as a result thereoftime period, with respect to the matter described in such Indemnity Claim Notice.