Common use of Other Claims Clause in Contracts

Other Claims. In the event any indemnified party should have a claim against any indemnifying party under Section 8.01 or 8.02 that does not involve a Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall deliver notice of such claim with reasonable promptness to the indemnifying party. Subject to Sections 8.04 and 8.06, the failure by any indemnified party so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to such indemnified party under Section 8.01 or 8.02, except to the extent that the indemnifying party demonstrates that it has been prejudiced by such failure. If the indemnifying party does not notify the indemnified party within 10 calendar days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party under Section 8.01 or 8.02, such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 8.01 or 8.02 and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined.

Other Claims. In the event any indemnified party should may have a claim against any indemnifying party under Section 8.01 or Section 8.02 that does not involve a Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall deliver written notice of such claim with (describing such claim in reasonable promptness detail) to the indemnifying partyparty as promptly as reasonably practicable (it being agreed that the knowledge of the Business Employees as of the Closing Date with respect to facts or circumstances existing prior to the Closing Date shall not be imputed to Purchaser Indemnitees). Subject to Sections 8.04 Section 8.05 and 8.06Section 8.09, the failure by any indemnified party to so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to such indemnified party under Section 8.01 or Section 8.02, except to the extent that the indemnifying party demonstrates that it has shall have been actually and materially prejudiced by as a result of such failure. If the indemnifying party does not notify the indemnified party within 10 45 calendar days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party under Section 8.01 or Section 8.02, such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 8.01 or Section 8.02 and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined.

Other Claims. In the event any indemnified party should have a claim against any indemnifying party under Section 8.01 6.01 or 8.02 Section 6.02 that does not involve a Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall promptly deliver written notice of such claim with (describing such claim in reasonable promptness detail) to the indemnifying party. Subject to Sections 8.04 Section 6.06 and 8.06Section 6.09, the failure by any indemnified party to so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to such indemnified party under Section 8.01 6.01 or 8.02Section 6.02, except to the extent that the indemnifying party demonstrates that it has shall have been prejudiced by as a result of such failure. If the indemnifying party does not notify the indemnified party within 10 30 calendar days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party under Section 8.01 6.01 or 8.02Section 6.02, such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 8.01 6.01 or 8.02 Section 6.02 and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined.

Other Claims. In the event any indemnified party should have a claim against any indemnifying party under Section 8.01 or 8.02 that does not involve a Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall deliver notice of such claim with reasonable promptness to the indemnifying party. Subject to Sections 8.04 and 8.06, the failure by any indemnified party so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to such indemnified party under Section 8.01 or 8.02, except to the extent that the indemnifying party demonstrates that it has been actually prejudiced by such failure. If the The indemnifying party does not shall notify the indemnified party within 10 calendar days with reasonable promptness following its receipt of such notice that the indemnifying party whether it disputes its liability to the indemnified party under Section 8.01 or 8.02, such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 8.01 or 8.02 and the indemnifying party shall pay the any undisputed amount of such liability to the indemnified party on demand or or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined.

Other Claims. In the event any indemnified party should have a claim against any indemnifying party under Section 8.01 or 8.02 that does not involve a Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall promptly deliver notice of such claim with reasonable promptness to the indemnifying party. Subject to Sections 8.04 and 8.06, the failure by any indemnified party so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to such indemnified party under Section 8.01 or 8.02, except to the extent that the indemnifying party demonstrates that it has been actually prejudiced by such failure. If the indemnifying party does not notify the indemnified party within 10 calendar sixty (60) days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party under Section 8.01 or 8.02, such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 8.01 or 8.02 and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined.

Other Claims. In the event any indemnified party should have a ------------- claim against any indemnifying party under Section 8.01 8.1 or 8.02 8.2 that does not involve a Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall deliver notice of such claim with reasonable promptness to the indemnifying party. Subject to Sections 8.04 8.4 and 8.068.6, the failure by any indemnified party so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to such indemnified party under Section 8.01 8.1 or 8.028.2, except to the extent that the indemnifying party demonstrates that it has been materially prejudiced by such failure. If the indemnifying party does not notify the indemnified party within 10 calendar days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party under Section 8.01 8.1 or 8.028.2, such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 8.01 8.1 or 8.02 8.2 and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined.

Other Claims. In the event any indemnified party should have a claim against any indemnifying party under Section 8.01 8.02 or 8.02 8.03 that does not involve a Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall deliver notice of such claim with reasonable promptness to the indemnifying party. Subject to Sections 8.04 8.05 and 8.06, the failure by any indemnified party so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to such indemnified party under Section 8.01 8.02 or 8.028.03, except to the extent that the indemnifying party demonstrates that it has been materially prejudiced by such failure. If the indemnifying party does not notify the indemnified party within 10 fifteen calendar days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party under Section 8.01 8.02 or 8.028.03, such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 8.01 8.02 or 8.02 8.03 and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined.

Other Claims. In the event any indemnified party Indemnified Party should have a claim against any indemnifying party under Section 8.01 or 8.02 that does not involve 12.1 different from a Third Third-Party Claim being asserted Execution Version against or sought to be collected from such indemnified partyIndemnified Party, the indemnified party Indemnified Party shall deliver notice of such claim a Claim Notice with reasonable promptness to the indemnifying party. Subject to Sections 8.04 and 8.06, which in no event shall be delivered in a period exceeding three (3) calendar months from the failure by any indemnified party so to notify date in which the indemnifying party shall not relieve Indemnified Party gained knowledge of the indemnifying party from any liability that it may have fact or circumstance giving rise to such indemnified party under Section 8.01 or 8.02, except to the extent that the indemnifying party demonstrates that it has been prejudiced by such failureclaim. If the indemnifying party does not notify the indemnified party Indemnified Party within 10 calendar days fifteen (15) Business Days following its receipt of such notice Claim Notice that the indemnifying party disputes its liability to the indemnified party Indemnified Party under Section 8.01 or 8.0212.1, such claim specified by the indemnified party Indemnified Party in such notice Claim Notice shall be conclusively deemed a liability of the indemnifying party under Section 8.01 or 8.02 12.1, unless otherwise evidenced by the indemnifying party, and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or or, in the case of any notice Claim Notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined.

Other Claims. In the event any indemnified party should have Indemnified Party has a claim against any indemnifying party Indemnifying Party under Section 8.01 or 8.02 11.1 that does not involve a Third Party Claim being asserted against or sought to be collected from such indemnified partyClaim, the indemnified party Indemnified Party shall deliver notice of such claim with reasonable promptness to the indemnifying party. Subject Indemnifying Party (setting forth in reasonable detail the facts giving rise to Sections 8.04 such claim (to the extent known by the Indemnified Party) and 8.06the amount or estimated amount (to the extent reasonably estimable) of Losses arising out of, the involving or otherwise in respect of such claim); provided, however, that failure by any indemnified party so to notify the indemnifying party give such notification shall not relieve affect the indemnifying party from any liability that it may have to such indemnified party under Section 8.01 or 8.02, indemnification provided hereunder except to the extent that the indemnifying party demonstrates that it Indemnifying Party has been actually prejudiced by as a result of such failure. If the indemnifying party Indemnifying Party does not notify the indemnified party Indemnified Party within 10 calendar days twenty (20) Business Days following its receipt of such notice that the indemnifying party Indemnifying Party disputes its liability to the indemnified party Indemnified Party under Section 8.01 or 8.0211.1, such claim specified by the indemnified party Indemnified Party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 8.01 or 8.02 Indemnifying Party and the indemnifying party Indemnifying Party shall pay the amount of such liability to the indemnified party Indemnified Party on demand or or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined.

Other Claims. In the event any indemnified party should have a claim against any indemnifying party under Section 8.01 8.2 or 8.02 8.3 that does not involve a Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall deliver notice of such claim with reasonable promptness to the indemnifying party. Subject to Sections 8.04 8.5 and 8.068.6, the failure by any indemnified party so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to such indemnified party under Section 8.01 8.2 or 8.02, 8.3 except to the extent that the indemnifying party demonstrates that it has been actually prejudiced by such failure. If the indemnifying party does not notify the indemnified party within 10 calendar days 20 Business Days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party under Section 8.01 8.2 or 8.02, 8.3 such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 8.01 8.2 or 8.02 8.3 and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined.

Other Claims. In the event any indemnified party should have a claim against any indemnifying party under Section 8.01 6.01 or 8.02 6.02 that does not involve a Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall deliver notice of such claim with reasonable promptness to the indemnifying party. Subject to Sections 8.04 and 8.06, the The failure by any indemnified party so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to such indemnified party under Section 8.01 6.01 or 8.026.02, except to the extent that the indemnifying party demonstrates that it has been materially prejudiced by such failure. If the indemnifying party does not notify the indemnified party within 10 calendar days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party under Section 8.01 6.01 or 8.026.02, such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 8.01 6.01 or 8.02 6.02 and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined.. If the indemnifying party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party and the indemnified party shall proceed in good faith to negotiate a

Other Claims. In the event any indemnified party should have a ------------ claim against any indemnifying party under Section 8.01 or 8.02 that does not involve a Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall deliver notice of such claim with reasonable promptness to the indemnifying party. Subject to Sections 8.04 and 8.06, the failure by any indemnified party so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to such indemnified party under Section 8.01 or 8.02, except to the extent that the indemnifying party demonstrates that it has been actually prejudiced by such failure. If the The indemnifying party does not shall notify the indemnified party within 10 calendar days with reasonable promptness following its receipt of such notice that the indemnifying party whether it disputes its liability to the indemnified party under Section 8.01 or 8.02, such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 8.01 or 8.02 and the indemnifying party shall pay the any undisputed amount of such liability to the indemnified party on demand or or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined.

Other Claims. In the event If any indemnified party should have a claim against any indemnifying party under Section 8.01 9.02 or 8.02 Section 9.07 that does not involve a Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall promptly deliver notice of such claim with reasonable promptness to the indemnifying partyparty after obtaining knowledge of such claim. Subject to Sections 8.04 and 8.06, the The failure by any indemnified party so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to such indemnified party under Section 8.01 9.02 or 8.02Section 9.07, except to the extent that the indemnifying party demonstrates that it has shall have been prejudiced by such failure. If the indemnifying party does not notify the indemnified party within 10 45 calendar days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party under Section 8.01 9.02 or 8.02Section 9.07, such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 8.01 9.02 or 8.02 Section 9.07 and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined.. Table of Contents

Other Claims. In the event any indemnified party should have a claim against any indemnifying party under Section 8.01 or 8.02 that does not involve a Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall deliver notice of such claim with reasonable promptness to the indemnifying party. Subject to Sections 8.04 8.03 and 8.068.05, the failure by any indemnified party so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to such indemnified party under Section 8.01 or 8.02, except to the extent that the indemnifying party demonstrates that it has been actually and materially 55 prejudiced by such failure. If the indemnifying party does not notify the indemnified party within 10 calendar thirty (30) days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party under Section 8.01 or 8.02, such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 8.01 or 8.02 and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined.

Other Claims. In the event any indemnified party should have a claim against any indemnifying party under Section 8.01 or Section 8.02 that does not involve a Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall deliver notice of such claim with reasonable promptness to the indemnifying party. Subject to Sections 8.04 and 8.06, the failure by any indemnified party so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to such indemnified party under Section 8.01 or Section 8.02, as applicable, except to the extent that the indemnifying party demonstrates that it has been materially prejudiced by such failure. If the indemnifying party does not notify the indemnified party within 10 30 calendar days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party under Section 8.01 or Section 8.02, as applicable, such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 8.01 or 8.02 Section 8.02, as applicable, and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined.

Other Claims. In the event any indemnified party should have a claim against any indemnifying party under Section 8.01 or Section 8.02 that does not involve a Third Third-Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall deliver notice of such claim with reasonable promptness to the indemnifying party. Subject to Sections Section 8.04 and Section 8.06, the failure by any indemnified party so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to such indemnified party under Section 8.01 or Section 8.02, except to the extent that the indemnifying party demonstrates that it has been actually prejudiced by such failure. If the indemnifying party does not notify the indemnified party within 10 30 calendar days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party under Section 8.01 or Section 8.02, such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 8.01 or Section 8.02 and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined.

Other Claims. In the event any indemnified party should have a claim against any indemnifying party under Section 8.01 or 8.02 that does not involve a Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall deliver notice of such claim with reasonable promptness to the indemnifying party. Subject to Sections 8.04 and 8.06, the failure by any indemnified party so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to such indemnified party under Section 8.01 or 8.02, except to the extent that the indemnifying party demonstrates that it has been materially prejudiced by such failure. If the indemnifying party does not notify the indemnified party within 10 20 calendar days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party under Section 8.01 or 8.02, such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 8.01 or 8.02 and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined.

Other Claims. In the event any indemnified party should have order to assert a claim against any indemnifying party for indemnification under Section 8.01 or Section 8.02 that does not involve (in each case, other than in respect of a Third Party Claim being asserted against or sought to be collected from such indemnified partyClaim) (a “Direct Claim”), the indemnified party Indemnified Party shall deliver provide the Indemnifying Party (and, if the Indemnifying Party is Seller, the Escrow Agent) with written notice of such claim with reasonable promptness claim, stating the nature, basis for indemnification and the amount thereof, to the indemnifying partyextent known. Subject Failure of the Indemnified Party to Sections 8.04 and 8.06give such notice, the failure by any indemnified party so to notify the indemnifying party or provide such documentation, shall not relieve the indemnifying party Indemnifying Party from any liability that it may have to such indemnified party under Section 8.01 or 8.02its indemnification obligations hereunder, except to the extent that the indemnifying party demonstrates that it has been Indemnifying Party is actually and materially prejudiced by such failurethereby. If the indemnifying party Indemnifying Party does not notify the indemnified party Indemnified Party within 10 30 calendar days following its receipt of such notice that the indemnifying party it disputes its liability to the indemnified party under Section 8.01 or 8.02Indemnified Party, such claim Direct Claim specified by the indemnified party Indemnified Party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 8.01 or 8.02 such Indemnifying Party and the indemnifying party Indemnifying Party shall pay the amount of such liability to the indemnified party Indemnified Party on demand or (subject to the limitations set forth herein) or, in the case of any notice in which the amount of the claim Direct Claim (or any portion thereof) is estimated, on such later date when the amount of such claim Direct Claim (or such portion thereof) becomes finally determined.

Other Claims. In the event any indemnified party should have a claim against any indemnifying party under Section 8.01 or 8.02 that does not involve a Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall deliver notice of such claim with reasonable promptness to the indemnifying party. Subject to Sections 8.04 and 8.06, the failure by any indemnified party so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to such indemnified party under Section 8.01 or 8.02, except to the extent that the indemnifying party demonstrates that it has been prejudiced by such failure. If the indemnifying party does not notify the indemnified party within 10 60 calendar days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party under Section 8.01 or 8.02, such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 8.01 or 8.02 and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined.. (d)

Other Claims. In the event any indemnified party should have a claim against any indemnifying party under Section 8.01 or 8.02 that does not involve a Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall deliver notice of such claim with reasonable promptness to the indemnifying party. Subject to Sections 8.04 8.03 and 8.068.05, the failure by any indemnified party so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to such indemnified party under Section 8.01 or 8.02, except to the extent that the indemnifying party demonstrates that it has been actually and materially prejudiced by such failure. If the indemnifying party does not notify the indemnified party within 10 calendar thirty days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party under Section 8.01 or 8.02, such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 8.01 or 8.02 and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined.

Other Claims. In the event any indemnified party should have a claim against any indemnifying party under Section 8.01 or 8.02 8.17 that does not involve a Third Party Claim being asserted against against, imposed on or sought to be collected from such indemnified party, the indemnified party shall promptly deliver written notice of such claim with (describing such claim in reasonable promptness detail) to the indemnifying party. Subject ; provided, however, that failure to Sections 8.04 and 8.06, give such notification shall not affect the failure by any indemnified party so indemnification provided hereunder except to notify the extent the indemnifying party shall not relieve the indemnifying party from any liability that it may have to such indemnified party under Section 8.01 or 8.02, except to the extent that the indemnifying party demonstrates that it has been actually prejudiced by as a result of such failure. If the indemnifying party does not notify the indemnified party within 10 30 calendar days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party under Section 8.01 or 8.028.17, such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 8.01 or 8.02 8.17 and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined.

Other Claims. In the event any indemnified party should have a claim against any indemnifying party under Section 8.01 or Section 8.02 that does not involve a Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall promptly deliver written notice of such claim with (describing such claim in reasonable promptness detail) to the indemnifying party. Subject to Sections 8.04 Section 8.05 and 8.06Section 8.08, the failure by any indemnified party to so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to such indemnified party under Section 8.01 or Section 8.02, except to the extent that the indemnifying party demonstrates that it has shall have been prejudiced by as a result of such failure. If the indemnifying party does not notify the indemnified party within 10 60 calendar days following its receipt of such written notice that the indemnifying party disputes its liability to the indemnified party under Section 8.01 or Section 8.02, such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 8.01 or Section 8.02 and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined.

Other Claims. In the event any indemnified party should have a claim against any indemnifying party under Section 8.01 6.01 or 8.02 6.02 that does not involve a Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall promptly deliver written notice of such claim with (describing such claim in reasonable promptness detail to the extent known to the indemnified party) to the indemnifying party. Subject to Sections 8.04 6.06 and 8.066.09, the failure by any indemnified party so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to such indemnified party under Section 8.01 6.01 or 8.026.02, except to the extent that the indemnifying party demonstrates that it has shall have been prejudiced by as a result of such failure, but for the avoidance of doubt then only to the extent of such prejudice. If the indemnifying party does not notify in writing the indemnified party within 10 45 calendar days following its receipt of such notice that the indemnifying party 45 disputes its liability to the indemnified party under Section 8.01 6.01 or 8.026.02, such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 8.01 6.01 or 8.02 6.02 and the indemnifying party shall irrevocably accept such claim and pay the amount of such liability to the indemnified party on demand or or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined.

Other Claims. In the event any indemnified party should have a claim against any indemnifying party under Section 8.01 this Agreement or 8.02 the Ancillary Agreements that does not involve a Third Third-Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall deliver notice of such claim with reasonable promptness to the indemnifying party. Subject to Sections 8.04 and 8.06, the failure by any indemnified party so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to such indemnified party under Section 8.01 this Agreement or 8.02the Ancillary Agreements, except to the extent that the indemnifying party demonstrates that it has been actually and materially prejudiced by such failure. If the indemnifying party does not notify the indemnified party within 10 30 calendar days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party under Section 8.01 or 8.02, such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 8.01 or 8.02 and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined.

Other Claims. In the event any indemnified party should have a claim against any indemnifying party under Section 8.01 8.02 or 8.02 8.03 that does not involve a Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall promptly deliver notice of such claim with reasonable promptness after obtaining knowledge of such claim to the indemnifying party. Subject to Sections 8.04 8.05 and 8.068.07, the failure by any indemnified party so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to such indemnified party under Section 8.01 8.02 or 8.028.03, except to the extent that the indemnifying party demonstrates that it has been actually prejudiced by such failure. If the indemnifying party does not notify the indemnified party within 10 30 calendar days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party under Section 8.01 8.02 or 8.028.03, such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 8.01 8.02 or 8.02 8.03 and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined.

Other Claims. In the event any indemnified party should have a claim against any indemnifying party under Section 8.01 8.1 or 8.02 8.2 that does not involve a Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall deliver notice of such claim with reasonable promptness to the indemnifying party. Subject to Sections 8.04 and 8.06, the The failure by any indemnified party so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to such indemnified party under Section 8.01 8.1 or 8.028.2, except to the extent that the indemnifying party demonstrates that it has been actually prejudiced by such failure. If the indemnifying party does not notify the indemnified party within 10 20 calendar days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party under Section 8.01 8.1 or 8.028.2, such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 8.01 8.1 or 8.02 8.2 and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined.

Other Claims. In the event any indemnified party should have a claim against any indemnifying party under Section 8.01 or Section 8.02 that does not involve a Third Party Claim being asserted against or sought to be collected from such indemnified partyparty (a “Direct Claim”), the indemnified party shall promptly deliver written notice of such claim with (describing such claim in reasonable promptness detail) to the indemnifying party. Subject to Sections 8.04 and 8.06Section 8.07, the failure by any indemnified party to so to notify the indemnifying party shall not relieve the indemnifying party from any liability Liability that it may have to such indemnified party under Section 8.01 or Section 8.02, except to the extent that such failure has an actual and material prejudicial effect on the defenses or other rights available to the indemnifying party demonstrates that it has been prejudiced by with respect to such failureDirect Claim. If the indemnifying party does not notify the indemnified party within 10 forty-five (45) calendar days following its receipt of such notice that the indemnifying party disputes its liability Liability to the indemnified party under Section 8.01 or Section 8.02, such claim specified by the indemnified party in such notice shall be conclusively deemed a liability Liability of the indemnifying party under Section 8.01 or 8.02 Section 8.02, and the indemnifying party shall pay the amount of such liability Liability to the indemnified party on demand or or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined.

Other Claims. In the event any A claim by an indemnified party should have a claim against under this ARTICLE VII for any indemnifying party under Section 8.01 or 8.02 that does matter not involve involving a Third Party Claim being asserted against or sought to be collected from and in respect of which such indemnified partyparty would be entitled to indemnification hereunder may be made by delivering, the indemnified party shall deliver in good faith, a written notice of such claim with reasonable promptness demand to the indemnifying party. Subject , which notice shall be delivered pursuant to Sections 8.04 Section 10.2(b) in addition to any other method of delivery pursuant to Section 10.2, and 8.06shall contain (a) a description and the amount of any Losses incurred or suffered or reasonably expected to be incurred or suffered by the indemnified party, (b) a statement that the indemnified party is entitled to indemnification under this ARTICLE VII for such Losses and a reasonable explanation of the basis therefor, and (c) a demand for payment in the amount of such Losses; provided, that the failure by any indemnified party to so to notify the such indemnifying party shall will not relieve the indemnifying party from any liability that it may have to such any indemnified party under Section 8.01 7.1 or 8.02Section 7.2 unless, except and only to the extent that that, the indemnifying party demonstrates that it has been is actually prejudiced by such failure. If the indemnifying party does not notify the indemnified party within 10 calendar days twenty (20) Business Days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party under Section 8.01 or 8.02, such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 8.01 or 8.02 and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined.the

Other Claims. In the event If any indemnified party should have a claim against any indemnifying party under Section 8.01 9.02 or 8.02 Section 9.07 that does not involve a Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall promptly deliver notice of such claim with reasonable promptness to the indemnifying partyparty after obtaining knowledge of such claim. Subject to Sections 8.04 and 8.06, the The failure by any indemnified party so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to such indemnified party under Section 8.01 9.02 or 8.02Section 9.07, except to the extent that the indemnifying party demonstrates that it has shall have been prejudiced by such failure. If the indemnifying party does not notify the indemnified party within 10 45 calendar days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party under Section 8.01 9.02 or 8.02Section 9.07, such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 8.01 9.02 or 8.02 Section 9.07 and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined.

Other Claims. In the event any indemnified party should have a claim against any indemnifying party under Section 8.01 or 8.02 7.02 that does not involve a Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall deliver notice of such claim with reasonable promptness to the indemnifying party. Subject to Sections 8.04 7.04 and 8.067.06, the failure by any indemnified party so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to such indemnified party under Section 8.01 or 8.027.02, except to the extent that the indemnifying party demonstrates that it has been materially prejudiced by such failure. If the indemnifying party does not notify the indemnified party within 10 five calendar days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party under Section 8.01 or 8.027.02, such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 8.01 or 8.02 7.02 and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined.

Other Claims. In the event any indemnified party should have a claim against any indemnifying party under Section 8.01 or Section 8.02 that does not involve a Third Third-Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall promptly deliver written notice of such claim with (describing such claim in reasonable promptness detail) to the indemnifying party. Subject to Sections 8.04 and 8.06Section 8.08, the failure by any indemnified party to so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to such indemnified party under Section 8.01 or Section 8.02, except to the extent that the indemnifying party demonstrates that it has shall have been prejudiced by as a result of such failure. If the indemnifying party does not notify the indemnified party within 10 45 calendar days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party under Section 8.01 or Section 8.02, such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 8.01 or Section 8.02 and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined.