Common use of Procedures for Indemnification of Third Party Claims Clause in Contracts

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party receives written notice that a Person (including any Governmental Entity) that is not a member of the Company Group or the SpinCo Group, or any Affiliate thereof, has asserted any claim or commenced any Action (any such claim or Action, a “Third Party Claim”) that may give rise to an Indemnifying Party’s obligation to indemnify pursuant to Section 5.2 or Section 5.3, as the case may be, then the Indemnified Party shall provide the Indemnifying Party written notice thereof as promptly as practicable (and no later than fifteen (15) Business Days, or sooner, if the nature of the Third Party Claim so requires) after becoming aware of the Third Party Claim. Such notice shall describe the Third Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. Notwithstanding the foregoing, the failure of an Indemnified Party to provide notice in accordance with this Section 5.7(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent the Indemnifying Party is actually prejudiced by the Indemnified Party’s failure to provide notice in accordance with this Section 5.7(a).

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party receives written notice that a Person (including any Governmental EntityAuthority) that is not a member of the Company GGP Group or the SpinCo Group, or any Affiliate thereof, Spinco Group has asserted any claim or commenced any Action (any such claim or Actioncollectively, a “Third Party Claim”) that may give rise to implicate an Indemnifying Party’s obligation to indemnify pursuant to Sections 5.2, 5.3 or 5.4, or any other Section 5.2 of this Agreement or Section 5.3any other Transaction Document, as the case may be, then the Indemnified Party shall provide the Indemnifying Party written notice thereof as promptly as practicable (and no later than fifteen twenty (1520) Business Days, days or sooner, if the nature of the Third Party Claim so requires) after becoming aware of the Third Party Claim. Such notice shall describe the Third Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. Notwithstanding the foregoing, the failure of an Indemnified Party to provide notice in accordance with this Section 5.7(a5.6(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party is actually prejudiced by the Indemnified Party’s failure to provide notice in accordance with this Section 5.7(a5.6(a).

Procedures for Indemnification of Third Party Claims. (a) If If, at or after the date of this Agreement, an Indemnified Party receives Indemnitee shall receive written notice that from, or otherwise learn of the assertion by, a Person (including any Governmental Entity) that who is not a member of the Company TFMC Group or the SpinCo Group, or any Affiliate thereof, has asserted TEN Group (a “Third Party”) of any claim or commenced of the commencement by any such Person of any Action (any such claim or Actioncollectively, a “Third Third-Party Claim”) that may give rise with respect to which an Indemnifying Party’s obligation Party may be obligated to indemnify provide indemnification to such Indemnitee pursuant to Section 5.2 3.2 or 3.3, or any other Section 5.3of this Agreement, as the case may be, then the Indemnified Party such Indemnitee shall provide the give such Indemnifying Party written notice thereof as promptly as practicable within fourteen (and no later than fifteen (1514) Business Days, or sooner, if the nature days of the Third Party Claim so requires) after becoming aware receipt of the Third Party Claimsuch written notice. Such Any such notice shall describe the Third Third-Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnified Party Indemnitee relating to the Third Third-Party Claim. Notwithstanding the foregoing, the failure of an Indemnified Party Indemnitee to provide notice in accordance with this Section 5.7(a3.5(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party is actually shall demonstrate that it was materially prejudiced by the Indemnified PartyIndemnitee’s failure to provide notice in accordance with this Section 5.7(a3.5(a).

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party receives Indemnitee shall receive written notice that from a Person (including any Governmental EntityAuthority) that who is not a member of the Company RemainCo Group or the SpinCo Group, or any Affiliate thereof, has asserted Group (a “Third Party”) of any claim or commenced of the commencement by any such Person of any Action (any such claim or Actioncollectively, a “Third Third-Party Claim”) that may give rise with respect to which an Indemnifying Party’s obligation Party may be obligated to indemnify provide indemnification to such Indemnitee pursuant to Section 5.2 7.2 or 7.3, or any other Section 5.3of this Agreement or, as the case may besubject to Section 7.14, then the Indemnified Party any Ancillary Agreement, such Indemnitee shall provide the give such Indemnifying Party written notice thereof as promptly as practicable within fourteen (and no later than fifteen (1514) Business Days, or sooner, if the nature days of the Third Party Claim so requires) after becoming aware receipt of the Third Party Claimsuch written notice. Such Any such notice shall describe the Third Third-Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnified Party Indemnitee relating to the Third Third-Party Claim. Notwithstanding the foregoing, the failure of an Indemnified Party Indemnitee to provide notice in accordance with this Section 5.7(a7.5(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party is actually shall demonstrate that it was materially prejudiced by the Indemnified PartyIndemnitee’s failure to provide notice in accordance with this Section 5.7(a7.5(a).

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party receives written Indemnitee shall receive notice that by a Person (including any Governmental EntityAuthority) that who is not a member of the Company Pentair Group or the SpinCo Group, or any Affiliate thereof, has asserted nVent Group of any claim or commenced of the commencement by any such Person of any Action (any such claim or Actioncollectively, a “Third Third-Party Claim”) that may give rise with respect to which an Indemnifying Party’s obligation Party may be obligated to indemnify provide indemnification to such Indemnitee pursuant to Section 5.2 4.2 or 4.3, or any other Section 5.3of this Agreement or any Ancillary Agreement, as the case may be, then the Indemnified Party such Indemnitee shall provide the give such Indemnifying Party written notice thereof as promptly as practicable (and no later than fifteen thirty (1530) Business Days, days or sooner, if the nature of the Third Third-Party Claim so requires) after becoming aware of the Third such Third-Party Claim. Such Any such notice shall describe the Third Third-Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnified Party Indemnitee relating to the Third Third-Party Claim. Notwithstanding the foregoing, the failure of an Indemnified Party Indemnitee to provide notice in accordance with this Section 5.7(a4.5(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party is actually prejudiced by the Indemnified PartyIndemnitee’s failure to provide notice in accordance with this Section 5.7(a4.5(a).

Procedures for Indemnification of Third Party Claims. (a) If (1) one Party as an Indemnified Party receives written Indemnitee shall receive notice that or otherwise learn of the assertion against it by a Person third party (including any Governmental Entitygovernmental authority) that is not a member of the Company Group or the SpinCo Group, or any Affiliate thereof, has asserted any claim or commenced of the commencement by any such person of any Action based upon a duty or obligation alleged to be due by the other Party to such third party, (any ii) such claim other Party has breached such duty or Actionobligation (collectively, a “Third Party Claim”), and (iii) that may give rise with respect to such Third Party Claim the other Party as an Indemnifying Party’s obligation Party may be obligated to indemnify pursuant provide indemnification to Section 5.2 or Section 5.3, as the case may besuch Indemnitee, then the Indemnified Party such Indemnitee shall provide the give such Indemnifying Party and each Party to this Agreement, written notice thereof as promptly soon as practicable (and reasonably practicable, but no later than fifteen thirty (1530) Business Days, or sooner, if the nature of the Third Party Claim so requires) days after becoming aware of the such Third Party Claim. Such Any such notice shall describe the Third Party Claim in reasonable detail and include copies detail. If any Party shall receive notice or otherwise learn of all notices and documents the assertion of a Third Party Claim which may reasonably be determined to be a Liability of a Party, such Party shall give the other Party to this Agreement written notice thereof within thirty (including court papers30) received by the Indemnified days after becoming aware of such Third Party relating to Claim. Any such notice shall describe the Third Party ClaimClaim in reasonable detail. Notwithstanding the foregoing, the failure of an Indemnified any Indemnitee or other Party to provide give notice as provided in accordance with this Section 5.7(a6.5(a) shall not relieve an the related Indemnifying Party of its indemnification obligations under this AgreementArticle VI, except to the extent the that such Indemnifying Party is actually prejudiced by the Indemnified Party’s such failure to provide notice in accordance with this Section 5.7(a)give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party receives written notice that a Person (including any Governmental EntityAuthority) that is not a member of the Company Lumentum Group or a member of the SpinCo Group, or any Affiliate thereof, JDSU Group has asserted any claim or commenced any Action (any such claim or Actioncollectively, a “Third Party Claim”) that may give rise to implicate an Indemnifying Party’s obligation to indemnify pursuant to Section 5.2 4.2 or Section 5.34.3, as the case may beor any other Section of this Agreement or any other Transaction Document, then the Indemnified Party shall provide the Indemnifying Party written notice thereof as promptly as practicable (and no later than fifteen twenty (1520) Business Days, days or sooner, if the nature of the Third Party Claim so requires) after becoming aware of the Third Party Claim. Such notice shall describe the Third Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. Notwithstanding the foregoing, the failure of an Indemnified Party to provide notice in accordance with this Section 5.7(asection (or paragraph) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party is actually prejudiced by the Indemnified Party’s failure to provide notice in accordance with this Section 5.7(asection (or paragraph).

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party receives written shall receive notice that a or otherwise learn of the assertion by any Person (including any Governmental Entity) that who is not a member of the Company ADP Group or the SpinCo GroupBroadridge Group of any claim, or any Affiliate thereof, has asserted any claim or commenced any Action (of the commencement by any such claim or Person of any Action, with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party pursuant to Section 5.1 of this Agreement (collectively, a “Third Party Claim”) that may give rise to an Indemnifying Party’s obligation to indemnify pursuant to Section 5.2 or Section 5.3), as the case may be, then the such Indemnified Party shall provide the give such Indemnifying Party prompt written notice thereof as promptly as practicable and, in any event, within ten (and no later than fifteen (1510) Business Days, or sooner, if the nature days after such Indemnified Party received notice of the Third Party Claim so requires) after becoming aware of the such Third Party Claim. Such Any such notice shall describe the Third Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claimdetail. Notwithstanding the foregoing, the failure of an any Indemnified Party or other Person to provide give notice as provided in accordance with this Section 5.7(a5.2(a) shall not relieve an the related Indemnifying Party of its indemnification obligations under this AgreementArticle V, except to the extent the that such Indemnifying Party is actually prejudiced by the Indemnified Party’s such failure to provide notice in accordance with this Section 5.7(a)give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Indemnitee shall receive notice or otherwise learn of a Third-Party receives written notice that a Person (including any Governmental Entity) that is not a member of the Company Group or the SpinCo Group, Claim with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to this Agreement or any Affiliate thereofAncillary Agreement, has asserted any claim or commenced any Action (any such claim or Action, a “Third Party Claim”) that may Indemnitee shall give rise to an Indemnifying Party’s obligation to indemnify pursuant to Section 5.2 or Section 5.3, as the case may be, then the Indemnified Party shall provide the such Indemnifying Party written notice thereof as promptly soon as practicable (and reasonably practicable, but no later than fifteen (15) Business Days, or sooner, if the nature of the Third Party Claim so requires) 30 days after becoming aware of the Third such Third-Party Claim. Such Any such notice shall describe the Third Third-Party Claim in reasonable detail and include copies of all notices and documents (including demand letters and motions, pleadings and other court papers) received by the Indemnified Party Indemnitee relating to the Third Third-Party Claim. Notwithstanding the foregoing, the failure of an Indemnified any Indemnitee or other Person to give notice as provided in this Section 6.05(a) shall not relieve the Indemnifying Party from which indemnification hereunder is sought of its obligations under this Article VI, except to provide the extent that such Indemnifying Party is actually prejudiced by such failure to give notice in accordance with this Section 5.7(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent the Indemnifying Party is actually prejudiced by the Indemnified Party’s failure to provide notice in accordance with this Section 5.7(a6.05(a).

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party receives written notice that a Person (including any Governmental EntityAuthority) that is not a member of the Company Penn Group or the SpinCo Group, or any Affiliate thereof, GLPI Group has asserted any claim or commenced any Action (any such claim or Actioncollectively, a “Third Party Claim”) that may give rise to implicate an Indemnifying Party’s obligation to indemnify pursuant to Sections 5.2, 5.3 or 5.4, or any other Section 5.2 of this Agreement or Section 5.3any other Transaction Document, as the case may be, then the Indemnified Party shall provide the Indemnifying Party written notice thereof as promptly as practicable (and no later than fifteen twenty (1520) Business Days, days or sooner, if the nature of the Third Party Claim so requires) after becoming aware of the Third Party Claim. Such notice shall describe the Third Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. Notwithstanding the foregoing, the failure of an Indemnified Party to provide notice in accordance with this Section 5.7(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party is actually prejudiced by the Indemnified Party’s failure to provide notice in accordance with this Section 5.7(a).

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party receives written notice that a Person (including any Governmental EntityAuthority) that is not a member of the Company Agilent Group or the SpinCo Group, or any Affiliate thereof, Keysight Group has asserted any claim or commenced any Action (any such claim or Actioncollectively, a “Third Party Claim”) that may give rise to implicate an Indemnifying Party’s obligation to indemnify pursuant to Section 5.2 5.2, Section 5.3 or Section 5.35.4, as the case may beor any other Section of this Agreement or any other Transaction Document, then the Indemnified Party shall provide the Indemnifying Party written notice thereof as promptly as practicable (and no later than fifteen twenty (1520) Business Days, days or sooner, if the nature of the Third Party Claim so requires) after becoming aware of the Third Party Claim. Such notice shall describe the Third Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. Notwithstanding the foregoing, the failure of an Indemnified Party to provide notice in accordance with this Section 5.7(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party is actually prejudiced by the Indemnified Party’s failure to provide notice in accordance with this Section 5.7(a).

Procedures for Indemnification of Third Party Claims. (a) If If, at or after the date of this Agreement, an Indemnified Party receives Indemnitee shall receive written notice that from, or otherwise learn of the assertion by, a Person (including any Governmental EntityAuthority) that who is not a member of the Company New Worthington Group or the SpinCo Group, or any Affiliate thereof, has asserted Worthington Steel Group (a “Third Party”) of any claim or commenced of the commencement by any such Person of any Action (any such claim or Actioncollectively, a “Third Third-Party Claim”) that may give rise with respect to which an Indemnifying Party’s obligation Party may be obligated to indemnify provide indemnification to such Indemnitee pursuant to Section 5.2 or Section 5.3, as the case may beor any other Section of this Agreement or, then the Indemnified Party subject to Section 5.13, any Specified Ancillary Agreement, such Indemnitee shall provide the give such Indemnifying Party written notice thereof as promptly as practicable within fourteen (and no later than fifteen (1514) Business Days, or sooner, if the nature days of the Third Party Claim so requires) after becoming aware receipt of the Third Party Claimsuch written notice. Such Any such notice shall describe the Third Third-Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnified Party Indemnitee relating to the Third Third-Party Claim. Notwithstanding the foregoing, the failure of an Indemnified Party Indemnitee to provide notice in accordance with this Section 5.7(a5.5(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party is actually was prejudiced by the Indemnified PartyIndemnitee’s failure to provide notice in accordance with this Section 5.7(a5.5(a).

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party receives written notice that a Person (including any Governmental EntityAuthority) that is not a member of the Company WHI Group or the SpinCo Group, or any Affiliate thereof, CS&L Group has asserted any claim or commenced any Action (any such claim or Actioncollectively, a “Third Party Claim”) that may give rise to implicate an Indemnifying Party’s obligation to indemnify pursuant to Sections 7.2, 7.3 or 7.4, or any other Section 5.2 of this Agreement or Section 5.3any other Transaction Agreement, as the case may be, then the Indemnified Party shall provide the Indemnifying Party written notice thereof as promptly as practicable (and no later than fifteen twenty (1520) Business Days, days or sooner, if the nature of the Third Party Claim so requires) after becoming aware of the Third Party Claim. Such notice shall describe the Third Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. Notwithstanding the foregoing, the failure of an Indemnified Party to provide notice in accordance with this Section 5.7(a7.7(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party is actually prejudiced by the Indemnified Party’s failure to provide notice in accordance with this Section 5.7(a7.7(a).

Procedures for Indemnification of Third Party Claims. (ai) If a person entitled to indemnification hereunder (an Indemnified Party receives written “Indemnitee”) shall receive notice that or otherwise learn of the assertion by a Person person (including including, without limitation, any Governmental EntityAuthority) that who is not a member party to this Agreement, of the Company Group or the SpinCo Group, or any Affiliate thereof, has asserted any claim or commenced any Action (of the commencement by any such claim or Action, person of any action (a “Third Party Claim”) that may give rise with respect to which another party (an “Indemnifying Party’s obligation ”) may be obligated to indemnify provide indemnification pursuant to Section 5.2 or Section 5.3hereto, as the case may be, then the Indemnified Party such Indemnitee shall provide the give such Indemnifying Party written notice thereof as promptly as practicable (and no later than fifteen (15) Business Days, or sooner, if the nature of the Third Party Claim so requires) after becoming aware of the such Third Party Claim, provided that the failure of any Indemnitee to give such Indemnifying Party written notice thereof promptly after becoming aware of such Third Party Claim shall not relieve the Indemnifying Party of its obligations under this Article, except to the extent that such Indemnifying Party is prejudiced by such failure to give notice. Such notice shall describe the Third Party Claim in reasonable detail and include copies and, if ascertainable, shall indicate the amount (estimated if necessary) of all notices and documents (including court papers) received the Loss that has been or may be sustained by the Indemnified Party relating to the Third Party Claim. Notwithstanding the foregoing, the failure of an Indemnified Party to provide notice in accordance with this Section 5.7(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent the Indemnifying Party is actually prejudiced by the Indemnified Party’s failure to provide notice in accordance with this Section 5.7(a)such indemnitee.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party receives Indemnitee shall receive written notice that from a Person (including any Governmental EntityAuthority) that who is not a member of the Company NOV Group or the SpinCo Group, or any Affiliate thereof, has asserted Group (a “Third Party”) of any claim or commenced of the commencement by any such Person of any Action (any such claim or Actioncollectively, a “Third Third-Party Claim”) that may give rise with respect to which an Indemnifying Party’s obligation Party may be obligated to indemnify provide indemnification to such Indemnitee pursuant to Section 5.2 or Section 5.3, as the case may beor any other Section of this Agreement or, then the Indemnified Party subject to Section 5.14, any Ancillary Agreement, such Indemnitee shall provide the give such Indemnifying Party written notice thereof as promptly as practicable within fourteen (and no later than fifteen (1514) Business Days, or sooner, if the nature days of the Third Party Claim so requires) after becoming aware receipt of the Third Party Claimsuch written notice. Such Any such notice shall describe the Third Third-Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnified Party Indemnitee relating to the Third Third-Party Claim. Notwithstanding the foregoing, the failure of an Indemnified Party Indemnitee to provide notice in accordance with this Section 5.7(a5.5(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party is actually shall demonstrate that it was materially prejudiced by the Indemnified PartyIndemnitee’s failure to provide notice in accordance with this Section 5.7(a5.5(a).

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party receives written notice that a Person (including any Governmental Entity) that is not a member of the Company Group MGM Party or the SpinCo Group, or any Affiliate thereof, a MGP Party has asserted any claim or commenced any Action action (any such claim or Actioncollectively, a “Third Third-Party Claim”) that may give rise to implicate an Indemnifying Party’s obligation to indemnify pursuant to Section 5.2 10.1 or Section 5.310.2, as the case may beor any other Section of this Agreement or any Ancillary Document, then the such Indemnified Party shall provide the give such Indemnifying Party written notice thereof as promptly as practicable (and no later than fifteen within twenty (1520) Business Days, days or sooner, if the nature of the Third Third-Party Claim so requires) after becoming aware of the Third such Third-Party Claim. Such Any such notice shall describe the Third Third-Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Third-Party Claim. Notwithstanding the foregoing, the failure of an any Indemnified Party or other Person to provide notice in accordance with this Section 5.7(a10.4(a) shall not relieve an the Indemnifying Party of its indemnification obligations under this AgreementArticle X, except to the extent the that such Indemnifying Party is actually and materially prejudiced by the Indemnified Party’s such failure to provide notice in accordance with this Section 5.7(a)give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party receives written notice that a Person (including any Governmental EntityAuthority) that is not a member of the Company Leucadia Group or the SpinCo Group, or any Affiliate thereof, Crimson Group has asserted any claim or commenced any Action (any such claim or Actioncollectively, a “Third Party Claim”) that may give rise to implicate an Indemnifying Party’s obligation to indemnify pursuant to Section Sections 5.2 or Section 5.3, as the case may beor any other Section of this Agreement or any Ancillary Agreement, then the Indemnified Party shall provide the Indemnifying Party written notice thereof as promptly as practicable (and no later than fifteen (15) Business Days, 30 days or sooner, if the nature of the Third Party Claim so requires) after becoming aware of the Third Party Claim. Such notice shall describe the Third Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. Notwithstanding the foregoing, the failure of an Indemnified Party to provide notice in accordance with this Section 5.7(a5.5(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party is actually materially prejudiced by the Indemnified Party’s failure to provide notice in accordance with this Section 5.7(a5.5(a).

Procedures for Indemnification of Third Party Claims. (ai) If a party entitled to indemnification under Section 7.02 (an Indemnified Party receives written "Indemnitee") shall receive notice that or otherwise learn of the assertion by a Person person, company or other entity (including including, without limitation, any Governmental Entity) that (a "Person") who is not a member party to this Agreement, of the Company Group or the SpinCo Group, or any Affiliate thereof, has asserted any claim or commenced any Action (of the commencement or threat by any such claim Person of any action, suit, arbitration, inquiry, proceeding or Action, investigation by or before any court or other Governmental Agency (a “"Third Party Claim”") that with respect to which the other party may give rise be obligated to an Indemnifying Party’s obligation to indemnify provide indemnification pursuant to Section 5.2 or Section 5.37.02 (an "Indemnifying Party"), as the case may be, then the Indemnified Party such Indemnitee shall provide the give such Indemnifying Party written notice thereof as promptly as practicable (and no later than fifteen (15) Business Days, or sooner, if the nature of the Third Party Claim so requires) after becoming aware of the such Third Party ClaimClaim and in no event later than the second anniversary of the Closing Date; provided that the failure of any Indemnitee to give notice or any delay in giving notice as provided in this Section 7.03(a) shall not relieve the related Indemnifying Party of its obligations under this Article VII, except to the extent that such Indemnifying Party is prejudiced by such failure to give or delay in giving notice. Such notice shall describe the Third Party Claim in reasonable detail and include copies and, if ascertainable, shall indicate the amount (estimated if necessary) of all notices and documents (including court papers) received the Loss that has been or may be sustained by the Indemnified Party relating to the Third Party Claim. Notwithstanding the foregoing, the failure of an Indemnified Party to provide notice in accordance with this Section 5.7(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent the Indemnifying Party is actually prejudiced by the Indemnified Party’s failure to provide notice in accordance with this Section 5.7(a)such Indemnitee.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party receives written notice that a Person (including any Governmental EntityAuthority) that is not a member of the Company Cardinal Health Group or the SpinCo Group, or any Affiliate thereof, CareFusion Group has asserted any claim or commenced any Action (any such claim or Actioncollectively, a “Third Party Claim”) that may give rise to implicate an Indemnifying Party’s obligation to indemnify pursuant to Sections 5.2, 5.3 or 5.4, or any other Section 5.2 of this Agreement or Section 5.3any other Transaction Document, as the case may be, then the Indemnified Party shall provide the Indemnifying Party written notice thereof as promptly as practicable (and no later than fifteen twenty (1520) Business Days, days or sooner, if the nature of the Third Party Claim so requires) after becoming aware of the Third Party Claim. Such notice shall describe the Third Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. Notwithstanding the foregoing, the failure of an Indemnified Party to provide notice in accordance with this Section 5.7(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party is actually prejudiced by the Indemnified Party’s failure to provide notice in accordance with this Section 5.7(a).

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party receives written notice that a Person (including any Governmental EntityAuthority) that is not a member of the Company GGP Group or the SpinCo Group, or any Affiliate thereof, Spinco Group has asserted any claim or commenced any Action (any such claim or Actioncollectively, a “Third Party Claim”) that may give rise to implicate an Indemnifying Party’s obligation to indemnify pursuant to Sections 5.2, 5.3 or 5.4, or any other Section 5.2 of this Agreement or Section 5.3any Ancillary Agreement, as the case may be, then the Indemnified Party shall provide the Indemnifying Party written notice thereof as promptly as practicable (and no later than fifteen (15) Business Days, 20 days or sooner, if the nature of the Third Party Claim so requires) after becoming aware of the Third Party Claim. Such notice shall describe the Third Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. Notwithstanding the foregoing, the failure of an Indemnified Party to provide notice in accordance with this Section 5.7(a5.6(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party is actually prejudiced by the Indemnified Party’s failure to provide notice in accordance with this Section 5.7(a5.6(a).

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Indemnitee shall receive notice or otherwise learn of a Third-Party receives written notice that a Person (including any Governmental Entity) that is not a member of the Company Group or the SpinCo Group, Claim with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to this Agreement or any Affiliate thereofAncillary Agreement, has asserted any claim or commenced any Action (any such claim or Action, a “Third Party Claim”) that may Indemnitee shall give rise to an Indemnifying Party’s obligation to indemnify pursuant to Section 5.2 or Section 5.3, as the case may be, then the Indemnified Party shall provide the such Indemnifying Party written notice thereof as promptly soon as practicable (and reasonably practicable, but no later than fifteen thirty (1530) Business Days, or sooner, if the nature of the Third Party Claim so requires) days after becoming aware of the Third such Third-Party Claim. Such Any such notice shall describe the Third Third- Party Claim in reasonable detail and include copies of all notices and documents (including demand letters and motions, pleadings and other court papers) received by the Indemnified Party Indemnitee relating to the Third Third-Party Claim. Notwithstanding the foregoing, the failure of an Indemnified any Indemnitee or other Person to give notice as provided in this Section 9.5(a) shall not relieve the Indemnifying Party from which indemnification hereunder is sought of its obligations under this Article IX, except to provide the extent that such Indemnifying Party is actually prejudiced by such failure to give notice in accordance with this Section 5.7(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent the Indemnifying Party is actually prejudiced by the Indemnified Party’s failure to provide notice in accordance with this Section 5.7(a9.5(a).

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party receives written notice that a Person (including any Governmental EntityAuthority) that is not a member of the Company MGM Group or the SpinCo Group, or any Affiliate thereof, MGP Group has asserted any claim or commenced any Action (any such claim or Actioncollectively, a “Third Third-Party Claim”) that may give rise to implicate an Indemnifying Party’s obligation to indemnify pursuant to Section 5.2 6.2 or Section 5.36.3, as the case may beor any other Section of this Agreement or any Transaction Document, then the such Indemnified Party shall provide the give such Indemnifying Party written notice thereof as promptly as practicable (and no later than fifteen within twenty (1520) Business Days, days or sooner, if the nature of the Third Third-Party Claim so requires) after becoming aware of the Third such Third-Party Claim. Such Any such notice shall describe the Third Third-Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Third-Party Claim. Notwithstanding the foregoing, the failure of an any Indemnified Party or other Person to provide notice in accordance with this Section 5.7(a6.6(a) shall not relieve an the Indemnifying Party of its indemnification obligations under this AgreementArticle VI, except to the extent the that such Indemnifying Party is actually and materially prejudiced by the Indemnified Party’s such failure to provide notice in accordance with this Section 5.7(a)give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party receives Indemnitee shall receive written notice that from a Person (including any Governmental Entity) that who is not a member of the Company Parent Group or the SpinCo Group, or any Affiliate thereof, has asserted NBH Group (a “Third Party”) of any claim or commenced any Action (of the commencement by any such claim or ActionPerson of any action (collectively, a “Third Third-Party Claim”) that may give rise with respect to which an Indemnifying Party’s obligation Party may be obligated to indemnify provide indemnification to such Indemnitee pursuant to Section 5.2 6.2 or 6.3, or any other Section 5.3of this Agreement or, as the case may besubject to Section 6.9, then the Indemnified Party any Ancillary Agreement, such Indemnitee shall provide the give such Indemnifying Party written notice thereof as promptly as practicable within fourteen (and no later than fifteen (1514) Business Days, or sooner, if the nature days of the Third Party Claim so requires) after becoming aware receipt of the Third Party Claimsuch written notice. Such Any such notice shall describe the Third Third-Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnified Party Indemnitee relating to the Third Third-Party Claim. Notwithstanding the foregoing, the failure of an Indemnified Party Indemnitee to provide notice in accordance with this Section 5.7(a6.5(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party is actually shall demonstrate that it was materially prejudiced by the Indemnified PartyIndemnitee’s failure to provide notice in accordance with this Section 5.7(a6.5(a).

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party receives written notice that a Person (including any Governmental EntityAuthority) that is not a member of the Company Xxxxxx Group or the SpinCo Group, or any Affiliate thereof, FCPT Group has asserted any claim or commenced any Action (any such claim or Actioncollectively, a “"Third Party Claim”") that may give rise to implicate an Indemnifying Party’s 's obligation to indemnify pursuant to Sections 7.2, 7.3 or 7.4, or any other Section 5.2 of this Agreement or Section 5.3any other Transaction Agreement, as the case may be, then the Indemnified Party shall provide the Indemnifying Party written notice thereof as promptly as practicable (and no later than fifteen twenty (1520) Business Days, days or sooner, if the nature of the Third Party Claim so requires) after becoming aware of the Third Party Claim. Such notice shall describe the Third Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. Notwithstanding the foregoing, the failure of an Indemnified Party to provide notice in accordance with this Section 5.7(a7.7(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party is actually prejudiced by the Indemnified Party’s 's failure to provide notice in accordance with this Section 5.7(a7.7(a).

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Indemnitee shall receive notice or otherwise learn of a Third-Party receives written notice that a Person (including any Governmental Entity) that is not a member of the Company Group or the SpinCo Group, Claim with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to this Agreement or any Affiliate thereofAncillary Agreement, has asserted any claim or commenced any Action (any such claim or Action, a “Third Party Claim”) that may Indemnitee shall give rise to an Indemnifying Party’s obligation to indemnify pursuant to Section 5.2 or Section 5.3, as the case may be, then the Indemnified Party shall provide the such Indemnifying Party written notice thereof as promptly soon as practicable (and reasonably practicable, but no later than fifteen (15) Business Days, or sooner, if the nature of the Third Party Claim so requires) 30 days after becoming aware of the Third such Third-Party Claim. Such Any such notice shall describe the Third Third-Party Claim in reasonable detail and include copies of all notices and documents (including demand letters and motions, pleadings and other court papers) received by the Indemnified Party Indemnitee relating to the Third Third-Party Claim. Notwithstanding the foregoing, the failure of an Indemnified any Indemnitee or other Person to give notice as provided in this Section 6.05(a) shall not relieve the Indemnifying Party from which indemnification hereunder is sought of its obligations under this Article VI, except to provide the extent that such Indemnifying Party is actually prejudiced by such failure to give notice in accordance with this Section 5.7(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement6.05(a). Confidential Treatment Requested by DT Midstream, except Inc. Pursuant to the extent the Indemnifying Party is actually prejudiced by the Indemnified Party’s failure to provide notice in accordance with this 17 C.F.R. Section 5.7(a).200.83

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party receives written notice that a Person (including any Governmental Entity) that is not a member of the Company Group an MGM Party or the SpinCo Group, or any Affiliate thereof, an MGP Party has asserted any claim or commenced any Action action (any such claim or Actioncollectively, a “Third Third-Party Claim”) that may give rise to implicate an Indemnifying Party’s obligation to indemnify pursuant to Section 5.2 10.1 or Section 5.310.2, as the case may beor any other Section of this Agreement or any Ancillary Document, then the such Indemnified Party shall provide the give such Indemnifying Party written notice thereof as promptly as practicable (and no later than fifteen within twenty (1520) Business Days, days or sooner, if the nature of the Third Third-Party Claim so requires) after becoming aware of the Third such Third-Party Claim. Such Any such notice shall describe the Third Third-Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Third-Party Claim. Notwithstanding the foregoing, the failure of an any Indemnified Party or other Person to provide notice in accordance with this Section 5.7(a10.4(a) shall not relieve an the Indemnifying Party of its indemnification obligations under this AgreementArticle X, except to the extent the that such Indemnifying Party is actually and materially prejudiced by the Indemnified Party’s such failure to provide notice in accordance with this Section 5.7(a)give notice.

Procedures for Indemnification of Third Party Claims. (a) 6.4.1 If an Indemnified Party receives written Indemnitee shall receive notice that or otherwise learn of the assertion by a Person person (including any Governmental EntityAuthority) that who is not a member SIH, an Affiliate of the Company Group or the SpinCo GroupSIH, ESH or any Affiliate thereof, has asserted ESH Subsidiary of any claim or commenced of the commencement by any such person of any Action (any such claim or Actioncollectively, a “Third Party Claim”) that may give rise with respect to which an Indemnifying Party’s obligation Party may be obligated to indemnify provide indemnification to such Indemnitee pursuant to Section 5.2 Clause 6.2 or Section 5.3Clause 6.3, as the case may beor any other Clause of this Agreement, then the Indemnified Party such Indemnitee shall provide the give such Indemnifying Party written notice thereof as promptly soon as reasonably practicable (and no later than fifteen (15) Business Days, or sooner, if the nature of the Third Party Claim so requires) after becoming aware of the such Third Party Claim. Such Any such notice shall describe the Third Party Claim in reasonable detail and include copies shall not admit, compromise, settle, discharge or otherwise deal with such claim without the prior agreement of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party ClaimIndemnifying Party. Notwithstanding the foregoing, the failure of an Indemnified Party any Indemnitee or other person to provide give notice as provided in accordance with this Section 5.7(a) Clause 6.4.1 shall not relieve an the related Indemnifying Party of its indemnification obligations under this AgreementClause 6, except to the extent the that such Indemnifying Party is actually prejudiced by the Indemnified Party’s such failure to provide notice in accordance with this Section 5.7(a)give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party receives written notice that a Person (including any Governmental EntityAuthority) that is not a member of the Company RemainCo Group or the SpinCo Group, or any Affiliate thereof, Group has asserted any claim or commenced any Action (any such claim or Actioncollectively, a “Third Party Claim”) that may give rise to implicate an Indemnifying Party’s obligation to indemnify pursuant to Section 5.2 or Section 5.3, as the case may beor any other Section of this Agreement or any other Transaction Document, then the Indemnified Party shall provide the Indemnifying Party written notice thereof as promptly as practicable (and no later than fifteen twenty (1520) Business Days, days or sooner, if the nature of the Third Party Claim so requires) after becoming aware of the Third Party Claim. Such notice shall describe the Third Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. Notwithstanding the foregoing, the failure of an Indemnified Party to provide notice in accordance with this Section 5.7(a5.5(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party is actually prejudiced by the Indemnified Party’s failure to provide notice in accordance with this Section 5.7(a5.5(a).

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party receives written Indemnitee shall receive notice that or otherwise learn of the assertion by a Person (including any Governmental EntityAuthority) that who is not a member of Person in the CIBC Group or the Company Group of any claim or of the SpinCo Groupcommencement by any such Person of any Action with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 9.01 or Section 9.02, or any Affiliate thereof, has asserted any claim or commenced any Action other Section of this Agreement (any such claim or Actioncollectively, a “Third Party Claim”) that may ), such Indemnitee shall give rise to an Indemnifying Party’s obligation to indemnify pursuant to Section 5.2 or Section 5.3, as the case may be, then the Indemnified Party shall provide the such Indemnifying Party written notice thereof as promptly as practicable (and no later than fifteen in any event within thirty (1530) Business Days, or sooner, if the nature of the Third Party Claim so requiresdays) after becoming aware of the such Third Party Claim. Such Any such notice shall describe the Third Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claimdetail. Notwithstanding the foregoing, the failure of an Indemnified Party any Indemnitee or other Person to provide give notice as provided in accordance with this Section 5.7(a9.04(a) shall not relieve an the related Indemnifying Party of its indemnification obligations under this AgreementArticle 9, except to the extent extent, and only to the extent, that such Indemnifying Party is actually prejudiced by the Indemnified Party’s such failure to provide notice in accordance with this Section 5.7(a)give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Indemnitee shall receive notice or otherwise learn of a Third-Party receives written notice that a Person (including any Governmental Entity) that is not a member of the Company Group or the SpinCo Group, Claim with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to this Agreement or any Affiliate thereofAncillary Agreement, has asserted any claim or commenced any Action (any such claim or Action, a “Third Party Claim”) that may Indemnitee shall give rise to an Indemnifying Party’s obligation to indemnify pursuant to Section 5.2 or Section 5.3, as the case may be, then the Indemnified Party shall provide the such Indemnifying Party written notice thereof as promptly soon as practicable (and reasonably practicable, but no later than fifteen (15) Business Days, or sooner, if the nature of the Third Party Claim so requires) 30 days after becoming aware of the Third such Third-Party Claim. Such Any such notice shall describe the Third Third-Party Claim in reasonable detail and include copies of all notices and documents (including demand letters and motions, pleadings and other court papers) received by the Indemnified Party Indemnitee relating to the Third Third-Party Claim. Notwithstanding the foregoing, the failure of an Indemnified any Indemnitee or other Person to give notice as provided in this Section 5.05(a) shall not relieve the Indemnifying Party from which indemnification hereunder is sought of its obligations under this Article V, except to provide the extent that such Indemnifying Party is actually prejudiced by such failure to give notice in accordance with this Section 5.7(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent the Indemnifying Party is actually prejudiced by the Indemnified Party’s failure to provide notice in accordance with this Section 5.7(a5.05(a).

Procedures for Indemnification of Third Party Claims. (ai) If a party entitled to indemnification under Section 7.02 (an Indemnified Party receives written "Indemnitee") shall receive notice that or otherwise learn of the assertion by a Person person, company or other entity (including including, without limitation, any Governmental Entity) that (a "Person") who is not a member party to this Agreement, of the Company Group or the SpinCo Group, or any Affiliate thereof, has asserted any claim or commenced any Action (of the commencement or threat by any such claim Person of any action, suit, arbitration, inquiry, proceeding or Action, investigation by or before any court or other Governmental Agency (a “"Third Party Claim”") that with respect to which the other party may give rise be obligated to an Indemnifying Party’s obligation to indemnify provide indemnification pursuant to Section 5.2 or Section 5.37.02 (an "Indemnifying Party"), as the case may be, then the Indemnified Party such Indemnitee shall provide the give such Indemnifying Party written notice thereof as promptly as practicable (and no later than fifteen (15) Business Days, or sooner, if the nature of the Third Party Claim so requires) after becoming aware of the such Third Party ClaimClaim and in no event later than the second anniversary of the Closing Date; provided that the -------- failure of any Indemnitee to give notice or any delay in giving notice as provided in this Section 7.03(a) shall not relieve the related Indemnifying Party of its obligations under this Article VII, except to the extent that such Indemnifying Party is prejudiced by such failure to give or delay in giving notice. Such notice shall describe the Third Party Claim in reasonable detail and include copies and, if ascertainable, shall indicate the amount (estimated if necessary) of all notices and documents (including court papers) received the Loss that has been or may be sustained by the Indemnified Party relating to the Third Party Claim. Notwithstanding the foregoing, the failure of an Indemnified Party to provide notice in accordance with this Section 5.7(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent the Indemnifying Party is actually prejudiced by the Indemnified Party’s failure to provide notice in accordance with this Section 5.7(a)such Indemnitee.

Procedures for Indemnification of Third Party Claims. (a) If a person entitled to indemnification hereunder (an Indemnified Party receives written “Indemnitee”) shall receive notice that or otherwise learn of the assertion by a Person (including including, without limitation, any Governmental EntityAuthority) that who is not a member party to this Agreement, of the Company Group or the SpinCo Group, or any Affiliate thereof, has asserted any claim or commenced any Action (of the commencement by any such claim or Action, Person of any action (a “Third Party Claim”) that may give rise with respect to which another party (an “Indemnifying Party’s obligation ”) may be obligated to indemnify provide indemnification pursuant to Section 5.2 or Section 5.3hereto, as the case may be, then the Indemnified Party such Indemnitee shall provide the give such Indemnifying Party written notice thereof as promptly as practicable (and no later than fifteen (15) Business Days, or sooner, if the nature of the Third Party Claim so requires) after becoming aware of the such Third Party Claim, provided that the failure of any Indemnitee to give such notice shall not relieve the related Indemnifying Party of its obligations under this Article, except to the extent that such Indemnifying Party is prejudiced by such failure to give notice. Such notice shall describe the Third Party Claim in reasonable detail and include copies and, if ascertainable, shall indicate the amount (estimated if necessary) of all notices and documents (including court papers) received the Loss that has been or may be sustained by the Indemnified Party relating to the Third Party Claim. Notwithstanding the foregoing, the failure of an Indemnified Party to provide notice in accordance with this Section 5.7(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent the Indemnifying Party is actually prejudiced by the Indemnified Party’s failure to provide notice in accordance with this Section 5.7(a)such Indemnitee.