Common use of Claim Notice Clause in Contracts

Claim Notice. If an Indemnified Party becomes aware of any act, omission or state of facts that may give rise to Losses in respect of which a right of indemnification is provided for under this Article 7, the Indemnified Party shall promptly give written notice thereof (a “Claim Notice”) to the Indemnifying Party. The Claim Notice shall specify whether the potential Losses arise as a result of a claim by a Person against the Indemnified Party (a “Third Party Claim”) or whether the potential Losses arise as a result of a claim directly by the Indemnified Party against the Indemnifying Party (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available): (a) the factual basis for the Direct Claim or Third Party Claim, as the case may be; and (b) the amount of the potential Losses arising therefrom, if known. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive a Claim Notice in time effectively to contest the determination of any liability susceptible of being contested or to assert a right to recover an amount under applicable insurance coverage, then the liability of the Indemnifying Party to the Indemnified Party under this Article 7 shall be reduced only to the extent that Losses are actually incurred by the Indemnifying Party resulting from the Indemnified Party’s failure to give the Claim Notice on a timely basis. Nothing in this Section 7.4 shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Section 7.5(1) and Section 7.5(2) in order to permit recovery pursuant to Section 7.2(a) or Section 7.3(a) as the case may be.

Claim Notice. 9.4.1 If an Indemnified Party becomes aware of any act, omission or state of facts that may give rise to Losses Damages in respect of which a right of indemnification is provided for under this Article 79, the Indemnified Party shall promptly give written notice thereof (a “Claim Notice”) to the Indemnifying Party. The Claim Notice shall specify whether the potential Losses Damages arise as a result of a claim by a Person against the Indemnified Party (a “Third Party Claim”) or whether the potential Losses Damages arise as a result of a claim directly by the Indemnified Party against the Indemnifying Party (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available): (a) 9.4.1.1 the factual basis for the Direct Claim or Third Party Claim, as the case may be; and (b) 9.4.1.2 the amount of the potential Losses Damages arising therefrom, if known. . 9.4.2 If, through the fault of the Indemnified Party, the Indemnifying Party does not receive a Claim Notice in time effectively to contest the determination of any liability susceptible of being contested or to assert a right to recover an amount under applicable insurance coverage, then the liability of the such Indemnifying Party to the Indemnified Party under this Article 7 9 shall be reduced only to the extent that Losses Damages are actually incurred by the such Indemnifying Party resulting from the Indemnified Party’s failure to give the Claim Notice to such Indemnifying Party on a timely basis. Nothing in this Section 7.4 9.2 shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Section 7.5(1) and Section 7.5(2) Sections 9.5 in order to permit recovery pursuant to Section 7.2(a) or Section 7.3(a) as the case may be9.2.

Claim Notice. If an Indemnified Party (i) becomes aware of any act, omission or state of facts that may give has given rise to Losses Damages in respect of which a right of indemnification is provided for under this Article 74, or (ii) receives correspondence from a Governmental Authority that may be reasonably expected to give rise to Damages in respect of which a right of indemnification is provided for under Section 4.2(g) (any such act, omission or state of facts described in this subsection (ii), a “4.2(g) Matter”), the Indemnified Party shall promptly give written notice thereof (a “Claim Notice”) to the Indemnifying Party. For greater certainty, except in the case of a 4.2(g) Matter, a Claim Notice may not be given in respect of potential or anticipated Damages that have not been incurred prior to the date the Claim Notice has been delivered except in respect of a Third Party Claim that has actually been made against the Indemnified Party prior to the date the Claim Notice is delivered. The Claim Notice shall specify whether the Damages have arisen or the potential Losses arise Damages arise, as applicable, as a result of a claim by a Person against the Indemnified Party (a “Third Party Claim”) or whether the Damages have arisen or the potential Losses arise Damages arise, as applicable, as a result of a claim directly by the Indemnified Party against the Indemnifying Party (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available): (a) the factual basis for the Direct Claim or Third Party Claim, as the case may be; and (b) the amount of the alleged Damages or potential Losses Damages, as applicable, arising therefrom, if known. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive a Claim Notice in time effectively to contest the determination of any liability susceptible of being contested or to assert a right to recover an amount under applicable insurance coverage, then the liability of the Indemnifying Party to the Indemnified Party under this Article 7 4 shall be reduced only to the extent that Losses Damages are actually incurred by the Indemnifying Party resulting from the Indemnified Party’s failure to give the Claim Notice on a timely basis. Nothing in this Section 7.4 4.4 shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Section 7.5(1Sections 4.6(1) and Section 7.5(24.6(2) in order to permit recovery pursuant to Section 7.2(a4.2(a) or Section 7.3(a4.3(a) as the case may be.

Claim Notice. If (a) From time to time during the Claims Period, an Indemnified Party becomes aware Person may deliver to an Indemnifying Person one or more certificates signed by any officer of the Indemnified Person (each, a “Claim Certificate”): (i) stating that an Indemnified Person has incurred, paid, reserved or accrued, or in good faith believes that it may incur, pay, reserve or accrue, Indemnifiable Damages (or that with respect to any actTax matters, omission that any Tax authority may reasonably raise such matter in audit of Buyer or state of facts its subsidiaries, that may could reasonably be expected to give rise to Losses Indemnifiable Damages); (ii) stating the amount of such Indemnifiable Damages (which, in respect the case of which a right of indemnification is provided for under this Article 7Indemnifiable Damages not yet incurred, paid, reserved or accrued, may be the Indemnified Party shall promptly give written notice thereof (a “Claim Notice”) maximum amount believed by Buyer in good faith to the Indemnifying Party. The Claim Notice shall specify whether the potential Losses arise as a result of a claim be incurred, paid, reserved, accrued or demanded by a Person against the Indemnified Party (a “Third Party Claim”) or whether the potential Losses arise as a result of a claim directly by the Indemnified Party against the Indemnifying Party (a “Direct Claim”third party), and shall also specify with reasonable particularity (to the extent that the information is available): (a) the factual basis for the Direct Claim or Third Party Claim, as the case may be; and (iii) specifying in reasonable detail (based upon the information then possessed by Buyer) the individual items of such Indemnifiable Damages included in the amount so stated and the nature of the claim to which such Indemnifiable Damages are related. (b) Such Claim Certificate (i) need only specify such information to the amount knowledge of the potential Losses arising therefrom, if known. If, through the fault such officer of the Indemnified PartyPerson as of the date thereof, (ii) shall not limit any of the Indemnifying Party does not receive rights or remedies of any Indemnified Person with respect to the underlying facts and circumstances specifically set forth in such Claim Certificate and (iii) may be updated and amended from time to time by the Indemnified Person by delivering any updated or amended Claim Certificate, so long as the delivery of the original Claim Certificate is made within the applicable Claims Period and such update or amendment relates to the underlying facts and circumstances specifically set forth in such original Claims Certificate; provided that all claims for Indemnifiable Damages properly set forth in a Claim Notice Certificate or any update or amendment thereto shall remain outstanding until such claims have been resolved or satisfied, notwithstanding the expiration of such Claims Period. Notwithstanding the foregoing, no delay in time effectively to contest providing such Claim Certificate within the determination of any liability susceptible of being contested or to assert a right to recover applicable Claims Period shall affect an amount under applicable insurance coverageIndemnified Person’s rights hereunder, unless (and then the liability of the Indemnifying Party to the Indemnified Party under this Article 7 shall be reduced only to the extent that Losses are actually incurred by the Indemnifying Party resulting from the Indemnified Party’s failure to give the Claim Notice on a timely basis. Nothing in this Section 7.4 shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Section 7.5(1that) and Section 7.5(2) in order to permit recovery pursuant to Section 7.2(a) or Section 7.3(a) as the case may beSeller is materially prejudiced thereby.

Claim Notice. If an Indemnified Party becomes aware of any act, omission or state of facts that may give rise to Losses Damages in respect of which a right of indemnification is provided for under this Article 73, the Indemnified Party shall promptly give written notice thereof (a “Claim Notice”) to the Indemnifying Party. The Claim Notice shall specify whether the potential Losses Damages arise as a result of a claim by a Person against the Indemnified Party (a “Third Party Claim”) or whether the potential Losses Damages arise as a result of a claim directly by the Indemnified Party against the Indemnifying Party (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available): (a) the factual and contractual basis for the Direct Claim or Third Party Claim, as the case may be; and (b) the amount of the potential Losses Damages arising therefrom, if known. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive a Claim Notice in time effectively to contest the determination of any liability susceptible of being contested or to assert a right to recover an amount under applicable insurance coverage, then the liability of the Indemnifying Party to the Indemnified Party under this Article 7 3 shall be reduced only to the extent that Losses are actually incurred by the Indemnifying Party resulting from the Indemnified Party’s failure to give the Claim Notice on a timely basis. Nothing is actually prejudiced by such delay in this Section 7.4 shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Section 7.5(1) and Section 7.5(2) in order to permit recovery pursuant to Section 7.2(a) or Section 7.3(a) as the case may betime.

Claim Notice. If an In the event that (a) a Party seeking indemnification (the “Indemnified Party Party”) becomes aware of the existence of any actClaim for which indemnification may be sought under Section 8.1 or Section 8.2 (an “Indemnification Claim”), omission or state of facts that may give rise (b) any legal proceedings shall be instituted, or any Claim shall be asserted, by any Person not a Party to, and not affiliated with any Party to, this Agreement with respect to Losses in respect of which an Indemnification Claim (a right of indemnification is provided for under this Article 7“Third Party Claim”), the Indemnified Party shall promptly give cause written notice thereof (a “Claim Notice”) to be delivered to the Party from whom indemnification is sought (the “Indemnifying Party”); provided that, so long as such notice is given within the applicable time period described in Section 10.1, no delay on the part of the Indemnified Party in giving any such notice shall relieve the Indemnifying PartyParty of any indemnification obligation hereunder unless (and then solely to the extent that) the Indemnifying Party is actually prejudiced by such delay. The Each Claim Notice shall be in writing and (i) shall specify whether the potential Losses arise as a result of a claim by a Person against the Indemnified Party (a “Third Party Claim”) or whether the potential Losses arise as a result of a claim directly basis for indemnification claimed by the Indemnified Party against the Indemnifying Party (Party, including a “Direct Claim”), and shall also specify with reasonable particularity (reference to the extent that the information provisions of this Agreement with respect to which such right of indemnification is available): claimed or arisen, (aii) the factual basis for the Direct if such Claim or Notice is being given with respect to a Third Party Claim, as the case may be; and (b) the amount shall describe in reasonable detail such Third Party Claim and shall be accompanied by copies of the potential Losses arising therefromall relevant pleadings, if known. Ifdemands, through the fault of and other papers served on the Indemnified Party, and (iii) shall specify the Indemnifying Party does amount of (or if not receive finally determined, a Claim Notice in time effectively to contest the determination of any liability susceptible of good faith estimate of) the‌ Losses being contested incurred by, or to assert a right to recover an amount under applicable insurance coverageimposed upon, then the liability of the Indemnifying Party to the Indemnified Party under this Article 7 shall be reduced only to on account of the extent that Losses are actually incurred by the Indemnifying Party resulting from the Indemnified Party’s failure to give the Claim Notice on a timely basis. Nothing in this Section 7.4 shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Section 7.5(1) and Section 7.5(2) in order to permit recovery pursuant to Section 7.2(a) or Section 7.3(a) as the case may beIndemnification Claim.

Claim Notice. If an Indemnified Party becomes aware of any act, omission or state of facts that may give rise to Losses in respect of which a right of indemnification is provided or a claim for breach of warranty is permitted for under this Article 79, a Party entitled to and seeking indemnification pursuant to the terms of this Agreement (the “Indemnified Party Party”) shall promptly give written notice thereof (a “Claim Notice”) to the Party responsible for indemnifying the Indemnified Party (the “Indemnifying Party”) of any claim for indemnification pursuant to Sections 9.1 or 9.2 (an “Indemnification Claim”, which term shall include more than one Indemnification Claim) or a claim for damages for breach of warranty pursuant to Section 9.3 (a “Damages Claim”). The Claim Notice shall specify whether the potential Losses arise Indemnification Claim or Damages Claim arises as a result of a claim by a Person against the Indemnified Party (a “Third Party Claim”) or whether the potential Losses arise Indemnification Claim arises as a result of a claim directly by the Indemnified Party against the Indemnifying Party (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available): (a) the factual basis for the Direct Claim or Third Party Claim, as the case may be; and (b) the amount of the potential Damages Claim (“Damages”) or Losses arising therefromfrom the Indemnification Claim, if known. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive a Claim Notice in time effectively to contest the determination of any liability Liability susceptible of being contested or to assert a right to recover an amount under applicable insurance coverage, then the liability of the Indemnifying Party to the Indemnified Party under this Article 7 9 shall be reduced only to the extent that Losses or Damages are actually incurred by the Indemnifying Party resulting from the Indemnified Party’s failure to give the Claim Notice on a timely basis. Nothing in this Section 7.4 shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Section 7.5(1) and Section 7.5(2) in order to permit recovery pursuant to Section 7.2(a) or Section 7.3(a) as the case may be.

Claim Notice. If an Indemnified Party becomes aware of any act, omission or state of facts that may give rise to Losses Damages in respect of which a right of indemnification is provided for under this Article 74, the Indemnified Party shall promptly give written notice thereof (a “"Claim Notice”") to the Indemnifying Party. The Claim Notice shall specify whether the potential Losses Damages arise as a result of a claim by a Person against the Indemnified Party (a “"Third Party Claim”") or whether the potential Losses Damages arise as a result of a claim directly by the Indemnified Party against the Indemnifying Party (a “"Direct Claim”"), and shall also specify with reasonable particularity (to the extent that the information is available): (a) the factual basis for the Direct Claim or Third Party Claim, as the case may be; and (b) the amount of the potential Losses Damages arising therefrom, if known. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive a Claim Notice in time effectively to contest the determination of any liability susceptible of being contested or to assert a right to recover an amount under applicable insurance coverage, then the liability of the Indemnifying Party to the Indemnified Party under this Article 7 4 shall be reduced only to the extent that Losses Damages are actually incurred by the Indemnifying Party resulting from the Indemnified Party’s 's failure to give the Claim Notice on a timely basis. Nothing in this Section 7.4 4.4 shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Section 7.5(1Sections 4.5(1) and Section 7.5(24.5(2) in order to permit recovery pursuant to Section 7.2(a4.2(a) or Section 7.3(a4.3(a) as the case may be.

Claim Notice. If an Indemnified Party becomes aware Upon obtaining knowledge of any actitem of Losses which has given rise to, omission or state of facts that may could reasonably give rise to Losses in respect of which to, a right of claim for indemnification is provided for under this Article 7or reimbursement hereunder, the person entitled to reimbursement or indemnification hereunder (the "Indemnified Party shall Party") shall, as promptly as reasonably practicable after obtaining such knowledge, give written notice thereof of such claim (a “"Claim Notice”") to the person responsible for providing reimbursement or indemnification hereunder (the "Indemnifying Party"). The Claim Notice shall specify include whether the potential Losses arise as a result of a claim by a Person against the Indemnified Party has paid or incurred Losses, the date when such Losses were paid or incurred (a “Third Party Claim”) or whether in the potential Losses arise as a result case of a third party claim, that date on which the Indemnified Party received notice of such third party claim), the nature of the basis for indemnification or reimbursement therefor, a good faith estimate of the amount of the claim directly (or, if it is not practicable to determine such estimate, the amount the Indemnified Party proposes in good faith to be reserved with respect to such claim), and all material facts related to such Losses then known by the Indemnified Party. The Indemnified Party shall furnish to the Indemnifying Party in good faith and in reasonable detail such information as the Indemnified Party may have with respect to such indemnification or reimbursement claim (including copies of any summons, complaint or other pleading which may have been served on it and any written claim, demand, invoice, billing or other document evidencing or asserting the same). No failure or delay by the Indemnified Party against in the Indemnifying Party (a “Direct Claim”)performance of the foregoing shall reduce or otherwise affect the indemnification or reimbursement obligations hereunder, and shall also specify with reasonable particularity (except to the extent that the information is available): (a) the factual basis for the Direct Claim such failure or Third Party Claim, as the case may be; and (b) the amount of the potential Losses arising therefrom, if known. If, through the fault of the Indemnified Party, delay shall have adversely affected the Indemnifying Party does not receive a Claim Notice in time effectively Party's ability to contest the determination of defend against, settle or satisfy any liability susceptible of being contested liability, damage, loss, claim or to assert a right to recover an amount under applicable insurance coverage, then the liability of the Indemnifying Party to demand for which the Indemnified Party under this Article 7 shall be reduced only is entitled to the extent that Losses are actually incurred by the Indemnifying Party resulting from the Indemnified Party’s failure to give the Claim Notice on a timely basis. Nothing in this Section 7.4 shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Section 7.5(1) and Section 7.5(2) in order to permit recovery pursuant to Section 7.2(a) indemnification or Section 7.3(a) as the case may bereimbursement hereunder.

Claim Notice. If an Indemnified Party becomes aware Any claim for indemnification pursuant to this Section 9 must be made before the expiration of the survival periods set forth in Section 8 of this Agreement. No party shall be entitled to indemnification against a Loss arising from the breach of any act, omission representations or state warranties of facts that may give rise any other party unless the party seeking indemnification shall have given to Losses in respect of which a right of the party from whom indemnification is provided for under this Article 7, the Indemnified Party shall promptly give written being sought a claim notice thereof relating to such Loss (a “"Claim Notice”") prior to expiration of the Indemnifying Partyrepresentation or warranty upon which the claim is based. The Claim Notice shall specify whether be given reasonably promptly (but, in the potential Losses arise as a result case of a third party claim by a Person against the Indemnified Party (a “Third Party Claim”indemnified party, within 15 days after the indemnified party has received written notification of such claim) or whether after the potential Losses arise as a result party seeking indemnity becomes aware of the facts indicating that a claim directly by for indemnification may be warranted. Each Claim Notice shall specify in reasonable detail (to the Indemnified Party against extent known) the Indemnifying Party (nature of the claim, the applicable provision(s) of this Agreement or other instrument under which the claim for indemnity arises, and, if possible, the amount or the estimated amount thereof. The failure of any indemnified party to give a “Direct Claim”)Claim Notice shall not relieve the indemnifying party of its obligations under this Section 9, and shall also specify with reasonable particularity (except to the extent that the information indemnified or indemnifying party is available): actually materially prejudiced by failure to give such Claim Notice. The indemnifying party may, through counsel of its own choosing and reasonably satisfactory to the indemnified party, assume the defense thereof or other indemnification obligation with respect thereto; provided, however, that (a) the factual basis for the Direct Claim or Third Party Claim, as the case may be; and any indemnified party shall be entitled to participate in any such claim with counsel of its own choice but at its own expense and (b) any indemnified party shall be entitled to participate in any such claim with counsel of its own choice at the amount expense of the potential Losses arising therefromindemnifying party if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct or the indemnified party is otherwise adversely affected thereby. In any event, if knownthe indemnifying party fails to take reasonable steps necessary to defend diligently the action or proceeding within 20 days after receiving the notice from such indemnified party that the indemnifying party has failed to do so, the indemnified party may assume such defense or other indemnification obligation and the fees and expenses of its attorneys will be covered by the indemnity provided for in this Section 9. IfNotwithstanding anything in this Section 9 to the contrary, through the fault indemnifying party shall not, without the written consent of the Indemnified Partyindemnified party, settle or compromise any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnifying Party does not receive a Claim Notice in time effectively indemnified party is an actual or potential party to contest such action or claim) or consent to the determination entry of any liability susceptible of being contested or to assert a right to recover an amount under applicable insurance coveragejudgment (i) which does not, then the liability of the Indemnifying Party to the Indemnified Party under this Article 7 shall be reduced only to the extent that Losses are actually incurred an indemnified party may have any liability with respect to such action or claim, include as an unconditional term thereof the delivery by the Indemnifying Party resulting claimant or plaintiff to the indemnified party of a written release from the Indemnified Party’s all liability in respect of such action or claim, (ii) which includes any statement as to or an admission of fault, culpability or a failure to give act, by or on behalf of any indemnified party, or (iii) in any manner that involves any injunctive relief against the Claim Notice on a timely basisindemnified party or may materially and adversely affect the indemnified party. Nothing Notwithstanding anything in this Section 7.4 9 to the contrary, the indemnified party may not compromise or settle any claim without the prior written consent of the indemnifying party (which consent shall not be construed unreasonably withheld or delayed), unless the sole relief granted is equitable relief for which the indemnifying party would have no liability or to affect which the time within which a Claim Notice must indemnifying party would not be delivered pursuant to Section 7.5(1) and Section 7.5(2) in order to permit recovery pursuant to Section 7.2(a) or Section 7.3(a) as the case may besubject.

Claim Notice. If The Party seeking indemnification under the terms of this Agreement (“Indemnified Party”) shall submit a written “Claim Notice” to the other Party (“Indemnifying Party”) which, to be effective, must be delivered prior to the end of the survival period applicable under Section 15.3 to the representation or warranty that is the subject of such Claim Notice and must state: (i) the amount of each payment claimed by an Indemnified Party becomes aware to be owing, (ii) the basis for such claim, with supporting documentation, and (iii) a list identifying to the extent reasonably possible each separate item of Loss for which payment is so claimed. Unless, within sixty days of receipt of a Claim Notice, the Indemnifying Party provides written notice to the Indemnified Party that it contests the Losses identified in such Claim Notice, the Indemnifying Party shall, subject to the other terms of this Section 15.2, pay to the Indemnified Party the amount of the Losses related to such indemnification claim or the uncontested portion thereof. If the Indemnifying Party objects to a Claim Notice on the basis that it lacks sufficient information, it shall promptly request from the Indemnified Party any actspecific additional information reasonably necessary for it to assess such indemnification claim, omission or state of facts that may give rise to Losses in respect of which a right of indemnification is provided for under this Article 7, and the Indemnified Party shall promptly give written notice thereof (a “Claim Notice”) to provide the Indemnifying Partyadditional information reasonably requested. The Claim Notice shall specify whether the potential Losses arise as a result Upon receipt of a claim by a Person against the Indemnified Party (a “Third Party Claim”) or whether the potential Losses arise as a result of a claim directly by the Indemnified Party against the Indemnifying Party (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available): (a) the factual basis for the Direct Claim or Third Party Claim, as the case may be; and (b) the amount of the potential Losses arising therefrom, if known. If, through the fault of the Indemnified Partysuch additional information, the Indemnifying Party does not receive a Claim Notice in time effectively to contest the determination of any liability susceptible of being contested or to assert a right to recover an amount under applicable insurance coverage, then the liability of the Indemnifying Party to shall notify the Indemnified Party under this Article 7 of any withdrawal or modification of the objection. All disputed indemnification claims shall be reduced only to the extent that Losses are actually incurred resolved by the Indemnifying Party resulting from the Indemnified Party’s failure to give the Claim Notice on Buyer and Sellers in accordance with either (A) a timely basis. Nothing in this Section 7.4 mutual agreement between Buyer and Sellers, which shall be construed to affect the time within which a Claim Notice must be delivered pursuant to memorialized in writing, or (B) final arbitration in accordance with Section 7.5(1) and Section 7.5(2) in order to permit recovery pursuant to Section 7.2(a) or Section 7.3(a) as the case may be15.12.

Claim Notice. If an a Purchaser Indemnified Party becomes aware is entitled to make a claim against the Escrow Property pursuant to its rights under Article XII of any actthe Asset Purchase Agreement (each, omission a “Claim”), during the Claims Period, an Authorized Representative of the Purchaser, on its own behalf or state on behalf of facts that may give rise to Losses in respect of which a right of indemnification is provided for under this Article 7another Purchaser Indemnified Party (such claiming party, the Indemnified Party “Claimant”), shall promptly give deliver a written notice thereof of the Claim to the Escrow Agent, with a copy to the Seller, substantially in the form attached hereto as Annex I (a “Claim Notice”) to the Indemnifying Party). The Claim Notice shall specify whether set forth in reasonable detail, to the potential Losses arise as a result of a claim by a Person against the Indemnified Party (a “Third Party Claim”) or whether the potential Losses arise as a result of a claim directly extent known by the Indemnified Party against Claimant, (i) the Indemnifying Party Claim asserted thereby, (ii) the facts and circumstances giving rise to such Claim, (iii) a reference to the specific provisions of the Asset Purchase Agreement pursuant to which the Claimant is seeking indemnification, (iv) the nature and amount of Losses actually suffered or incurred (the “Direct ClaimKnown Claimed Amount”), and shall also specify with reasonable particularity (v) to the extent that the information is available): (a) the factual basis for the Direct Claim Losses have not yet been suffered or Third Party Claimincurred, as the case may be; and (b) a good faith estimate of the amount of Losses (together with the potential Losses arising therefrom, if known. If, through nature of such Losses) reasonably expected to be suffered or incurred then estimable by the fault of Claimant (the Indemnified Party“Estimated Claimed Amount” and together with the Known Claimed Amount, the Indemnifying Party does not receive “Claimed Amount”). The Purchaser may file a Claim Notice in time effectively only based upon its good faith belief that the Purchaser Indemnified Party is entitled to contest such payment and for such amount pursuant to the determination of any liability susceptible of being contested or to assert a right to recover an amount under applicable insurance coverage, then the liability terms of the Indemnifying Party to the Indemnified Party under this Article 7 shall be reduced only to the extent that Losses are actually incurred by the Indemnifying Party resulting from the Indemnified Party’s failure to give the Asset Purchase Agreement. The Estimated Claim Notice on a timely basis. Nothing Amount included in this Section 7.4 shall be construed to affect the time within which a Claim Notice must shall not have any impact on the amount of Losses that a Claimant Indemnified Party shall be delivered pursuant entitled to Section 7.5(1) and Section 7.5(2) in order to permit recovery pursuant to Section 7.2(a) or Section 7.3(a) as be indemnified for when the case may berelated Claim is finally resolved.

Claim Notice. If an Indemnified Party becomes aware of any act, omission or state of facts that may give rise to Losses Damages in respect of which a right of indemnification is provided for under this Article 76, the Indemnified Party shall promptly give written notice thereof (a “Claim Notice”) to the Indemnifying Party. The Claim Notice shall specify whether the potential Losses Damages arise as a result of a claim by a Person against the Indemnified Party (a “Third Party Claim”) or whether the potential Losses Damages arise as a result of a claim directly by the Indemnified Party against the Indemnifying Party (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available): (a) the factual basis for the Direct Claim or Third Party Claim, as the case may be; and (b) the amount of the potential Losses Damages arising therefrom, if known. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive a Claim Notice in time effectively to contest the determination of any liability susceptible of being contested or to assert a right to recover an amount under applicable insurance coverage, then the liability of the Indemnifying Party to the Indemnified Party under this Article 7 6 shall be reduced only to the extent that Losses Damages are actually incurred by the Indemnifying Party resulting from the Indemnified Party’s failure to give the Claim Notice on a timely basis. Nothing in this Section 7.4 6.4 shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Section 7.5(1Sections 6.5(1) and Section 7.5(26.5(2) in order to permit recovery pursuant to Section 7.2(aSections 6.2(a) or Section 7.3(aand 6.3(a) as the case may be. In respect of any Claim Notice concerning Taxes, an Indemnified Party shall deliver with its Claim Notice a copy of any assessment, reassessment, notice of confirmation thereof, proposal to assess or reassess, appeal or notification of a similar proceeding, together with all correspondence related to such documents.

Claim Notice. If an Indemnified Party becomes aware of any act, omission or state of facts that may give rise to Losses Damages in respect of which a right of indemnification is provided for under this Article 74, the Indemnified Party shall promptly give written notice thereof (a “Claim Notice”) to the Indemnifying Party. The Claim Notice shall specify whether the potential Losses Damages arise as a result of a claim by a Person against the Indemnified Party (a “Third Party Claim”) or whether the potential Losses Damages arise as a result of a claim directly by the Indemnified Party against the Indemnifying Party (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available): (a) the factual basis for the Direct Claim or Third Party Claim, as the case may be; and (b) the amount of the potential Losses Damages arising therefrom, if known. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive a Claim Notice in time effectively to contest the determination of any liability susceptible of being contested or to assert a right to recover an amount under applicable insurance coverage, then the liability of the Indemnifying Party to the Indemnified Party under this Article 7 4 shall be reduced only to the extent that Losses Damages are actually incurred by the Indemnifying Party resulting from the Indemnified Party’s failure to give the Claim Notice on a timely basis. Nothing in this Section 7.4 4.4 shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Section 7.5(1Sections 4.5(1) and Section 7.5(24.5(2) in order to permit recovery pursuant to Section 7.2(a4.2(a) or Section 7.3(a4.3(a) as the case may be.

Claim Notice. If an Indemnified Party becomes aware of any act, omission or state of facts that may give rise to Losses Damages in respect of which a right of indemnification is provided for under this Article 74, the Indemnified Party shall promptly give written notice thereof (a “Claim Notice”) to the Indemnifying Party. The Claim Notice shall specify whether the potential Losses Damages arise as a result of a claim by a Person against the Indemnified Party (a “Third Party Claim”) or whether the potential Losses Damages arise as a result of a claim directly by the Indemnified Party against the Indemnifying Party (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available): (a) the factual basis for the Direct Claim or Third Party Claim, as the case may be; and (b) the amount of the potential Losses Damages arising therefrom, if known. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive a Claim Notice in time effectively to contest the determination of any liability susceptible of being contested or to assert a right to recover an amount under applicable insurance coverage, then the liability of the Indemnifying Party to the Indemnified Party under this Article 7 4 shall be reduced only to the extent that Losses Damages are actually incurred by the Indemnifying Party resulting from the Indemnified Party’s failure to give the Claim Notice on a timely basis. Nothing in this Section 7.4 shall 4.4shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Section 7.5(1Sections 4.5(1) and Section 7.5(24.5(2) in order to permit recovery pursuant to Section 7.2(a4.2(a) or Section 7.3(a) as 4.3(a)as the case may be.

Claim Notice. If an In the event that the Indemnified Party becomes aware of Parties sustain or ------------- incur any act, omission or state of facts that may give rise to Losses in respect of which a right indemnification may be sought pursuant to Article X of indemnification is provided for under this Article 7the Agreement, the such Indemnified Party shall promptly give (the "Claiming Party") will assert a claim for indemnification by giving written notice thereof (a “the "Claim Notice”") to the Indemnifying Stockholder Representative or AVT, as the case may be (the "Defending Party. The Claim Notice shall specify whether "), and in the potential Losses arise as a result case of a claim for indemnification by a Person against an AVT Indemnified Party, to the Indemnified Escrow Agent, which will describe in reasonable detail the facts and circumstances on which the asserted claim for indemnification is based; provided, however, that the failure or delay to so notify the Defending Party (a “Third shall not relieve the Defending Party Claim”) of any obligation or whether liability that the potential Losses arise as a result of a claim directly by Defending Party may have to the Indemnified Claiming Party against the Indemnifying Party (a “Direct Claim”), and shall also specify with reasonable particularity (except to the extent that the information Defending Party demonstrates that the Defending Party's ability to defend or resolve such claim is available): (a) adversely affected thereby. The Claim Notice will also specify how the factual basis for Claiming Party intends to recover such funds pursuant to the Direct Agreement. Unless the claim described in the Claim or Third Notice is contested by the Defending Party Claim, as by written notice to the case may be; and (b) Claiming Party of the amount of the potential Losses arising therefromclaim that is contested, if known. If, through the fault given within thirty (30) days of the Indemnified Partyreceipt by the Defending Party of the Claim Notice, the Indemnifying Claiming Party does not receive a Claim Notice in time effectively to contest the determination of any liability susceptible of being contested or to assert a right to may recover an such undisputed amount under applicable insurance coverage, then the liability of the Indemnifying Party to the Indemnified Party under this Article 7 shall be reduced only to the extent that Losses are actually incurred by the Indemnifying Party resulting from the Indemnified Party’s failure to give claim described in the Claim Notice on a timely basisfrom the Defending Party. Nothing If the undisputed claim is against the Holders, such claim may be paid out of the Escrow Amount by giving written notice of such claim to the Escrow Agent in this Section 7.4 accordance with the terms of the Escrow Agreement The Escrow Agent shall be construed entitled to affect rely on any such notice and distribute the time within which a Claim Notice must be delivered pursuant to Section 7.5(1) and Section 7.5(2) undisputed claim amount from the Escrow Amount in order to permit recovery pursuant to Section 7.2(a) or Section 7.3(a) as accordance with the case may beterms of the Escrow Agreement.

Claim Notice. (a) If an any Indemnified Party becomes aware of any actParty, omission or state of facts that may give rise wishes to Losses in respect of which assert a right of indemnification is provided for under this Article 7Claim, the Indemnified Party shall promptly give deliver written notice thereof thereof, executed by a Representative of such Indemnified Party (a “Claim Notice”) ), to the Indemnifying PartySecurityholder Representative or Parent, as applicable. The Claim Notice shall specify whether set forth: (a) that an Indemnified Party has directly or indirectly incurred, paid or accrued or reasonably believes it may have to directly or indirectly incur, pay or accrue, Losses; (b) the potential actual or estimated amount of such Losses arise as a result to the extent known or reasonably estimable (which, in the case of a claim Losses not yet incurred, paid or accrued, may be the maximum amount reasonably anticipated by Parent to be incurred, paid or accrued or may be the amount of Losses claimed by a Person against the Indemnified Party (third party in a “Third Third-Party Claim) (the “Claimed Amount”); and (c) a brief description, in reasonable detail (to the extent reasonably available to such Indemnified Party), of the facts, circumstances or whether events giving rise to the potential alleged Losses arise as a result of a claim directly based on such Indemnified Party’s belief thereof. A Claim Notice may be updated and amended from time to time by the Indemnified Party against by delivering an updated or amended Claim Notice to the Indemnifying Securityholder Representative or Parent, as applicable, so long as such update or amendment only asserts bases for Losses reasonably related to the underlying facts and circumstances specifically set forth in such original Claim Notice. All Claims properly set forth in an original Claim Notice or any update or amendment thereto shall remain outstanding until such Claims for Losses have been finally resolved or satisfied. (b) During the thirty (30) Business Day period commencing upon receipt by the Securityholder Representative or Parent, as applicable, of a Claim Notice from an Indemnified Party (a the “Direct ClaimDispute Period”), and the Securityholder Representative may deliver to the Indemnified Party, with a copy to Parent, a written response (the “Response Notice”) in which the Securityholder Representative or Parent, as applicable: (i) agrees that the full Claimed Amount is owed to the Indemnified Party; (ii) agrees that part, but not all, of the Claimed Amount is owed to the Indemnified Party; or (iii) indicates that no part of the Claimed Amount is owed to the Indemnified Party. If the Response Notice is delivered in accordance with clause “(ii)” or “(iii)” of the preceding sentence, the Response Notice shall also specify with reasonable particularity (contain a brief description of the facts and circumstances supporting the Securityholder Representative’s or Parent’s claim, as applicable, that only a portion or no part of the Claimed Amount is owed to the extent that the information is available): (a) the factual basis for the Direct Claim or Third Party ClaimIndemnified Party, as the case may be; andbe (any part of the Claimed Amount that is not agreed to be owed to the Indemnified Party pursuant to the Indemnified Party’s Claim Notice being referred to as the “Contested Amount”). If a Response Notice is not received by the Indemnified Party from the Securityholder Representative or Parent, as applicable, prior to the expiration of the Dispute Period, then the Securityholder Representative, on behalf of the Company Stockholders, or Parent, as applicable, shall be conclusively deemed to have agreed that an amount equal to the full Claimed Amount is owed to the Indemnified Party. (bc) If no Response Notice is received by the Indemnified Party from the Securityholder Representative or Parent, as applicable, prior to the expiration of the Dispute Period, then the Indemnified Party may seek recovery for the Claimed Amount in accordance with Article 8 hereof, and if the claim was submitted prior to the Expiration Date, then with respect to a Claimed Amount from a Parent Indemnified Party, Parent and Securityholder Representative shall instruct the Escrow Agent to release the Claimed Amount to the Parent Indemnified Party and with respect to a Claimed Amount from a Stockholder Indemnified Party, Parent shall, within thirty (30) Business Days following the expiration of the Dispute Period, pay the Claimed Amount to the Paying Agent for further distribution to the Indemnifying Securityholders in accordance with their respective Pro Rata Share. If the claim was submitted following the Expiration Date, then with respect to a Claimed Amount from a Parent Indemnified Party, the Securityholder Representative shall, within thirty (30) Business Days following the expiration of the Dispute Period, notify the Indemnifying Securityholders (via email to the email addresses provided to the Securityholder Representative) to pay the Claimed Amount to the Parent Indemnified Party. (d) If the Securityholder Representative or Parent, as applicable, in the Response Notice agrees that part, but not all, of the Claimed Amount is owed to the Indemnified Party (such part of the Claimed Amount that is so agreed, the “Agreed Amount”), then the Indemnified Party may seek recovery for the Agreed Amount in accordance with Article 8 hereof, and with respect to an Agreed Amount due to a Parent Indemnified Party, Parent and Securityholder Representative shall instruct the Escrow Agent to release the Agreed Amount to the Parent Indemnified Party within thirty (30) Business Days following such notification from Parent and the Securityholder Representative or the expiration of the Dispute Period, and notify the Indemnifying Securityholders (via email to the email addresses provided to the Securityholder Representative) to pay the Agreed Amount to the Indemnified Party. (e) If any Response Notice expressly indicates that there is a Contested Amount, the Securityholder Representative or Parent, as applicable, and the Indemnified Party shall attempt in good faith to resolve the dispute related to the Contested Amount. If (i) the Securityholder Representative or Parent, as applicable, and the Indemnified Party resolve such dispute, such resolution shall be binding on the Securityholder Representative or Parent, as applicable, the Indemnifying Securityholders and such Indemnified Party and a settlement agreement stipulating the amount owed to such Indemnified Party shall be signed by such Indemnified Party, or (ii) any Losses are determined, agreed or deemed agreed to be owed to any Indemnified Party in accordance with this Article 8 (in each case, such amount, the “Owed Amount”) then the Securityholder Representative or Parent, as applicable, and the Indemnified Party may seek recovery for the Agreed Amount in accordance with Article 8 hereof, and with respect to an Owed Amount due to a Parent Indemnified Party, Parent and Securityholder Representative shall instruct the Escrow Agent to release the Owed Amount to the Indemnified Party within thirty (30) Business Days following such notification from Parent and the Securityholder Representative or the expiration of the Dispute Period, notify the Indemnifying Securityholders (via email to the email addresses provided to the Securityholder Representative) to pay the Owed Amount to the Indemnified Party. (f) In the event that there is a dispute relating to any Claim Notice or Contested Amount (whether it is a matter between the Indemnified Party, on the one hand, and the Securityholder Representative or Parent, as applicable, on the other hand, or it is a matter that is subject to a claim or Third-Party Claim brought against the Indemnified Party or the Company in a litigation or arbitration), an Action to resolve such dispute may be brought in accordance with Section 10.1. (g) If the resolution of the Action to resolve a Claim Notice results in some portion of the Contested Amount being payable to Parent, Parent and Securityholder Representative shall instruct the Escrow Agent to release that amount of the award specified in the court’s decision to the Indemnified Party, or, if permitted pursuant to the terms hereof, within thirty (30) Business Days following such notification from Parent and the Securityholder Representative or such other period of time as may be set forth in the court’s decision, notify the Indemnifying Securityholders (via email to the email addresses provided to the Securityholder Representative) to pay the amount of the potential Losses arising therefromaward specified in the court’s decision, if known. Ifany, through the fault of to the Indemnified Party, the Indemnifying Party does not receive a Claim Notice in time effectively to contest the determination of any liability susceptible of being contested or to assert a right to recover an amount under applicable insurance coverage, then the liability of the Indemnifying Party to the Indemnified Party under this Article 7 shall be reduced only to the extent that Losses are actually incurred by the Indemnifying Party resulting from the Indemnified Party’s failure to give the Claim Notice on a timely basis. Nothing in this Section 7.4 shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Section 7.5(1) and Section 7.5(2) in order to permit recovery pursuant to Section 7.2(a) or Section 7.3(a) as the case may be.

Claim Notice. If an Indemnified Party becomes aware of any act, omission or state of facts that may give rise to Losses Damages in respect of which a right of indemnification is provided for under this Article 76, the Indemnified Party shall promptly give written notice thereof (a “Claim Notice”) to the Indemnifying Party. The Claim Notice shall specify whether the potential Losses Damages arise as a result of a claim by a Person against the Indemnified Party (a “Third Party Claim”) or whether the potential Losses Damages arise as a result of a claim directly by the Indemnified Party against the Indemnifying Party (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available): (a) the factual basis for the Direct Claim or Third Party Claim, as the case may be; and (b) the amount of the potential Losses Damages arising therefrom, if known. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive a Claim Notice in time effectively to contest the determination of any liability susceptible of being contested or to assert a right to recover an amount under applicable insurance coverage, then the liability of the Indemnifying Party to the Indemnified Party under this Article 7 6 shall be reduced only to the extent that Losses Damages are actually incurred by the Indemnifying Party resulting from the Indemnified Party’s failure to give the Claim Notice on a timely basis. Nothing in this Section 7.4 6.8 shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Section 7.5(1Sections 6.9(1) and Section 7.5(26.9(2) in order to permit recovery pursuant to Section 7.2(a6.4(a) or Section 7.3(a6.6(a) as the case may be. In respect of any Claim Notice concerning Indemnified Taxes, a Purchaser’s Indemnified Party shall deliver with its Claim Notice a copy of any assessment, reassessment, notice of confirmation thereof, proposal to assess or reassess, appeal or notification of a similar proceeding, together with all correspondence related to such documents.

Claim Notice. If The Party seeking indemnification under the terms of this Agreement (“Indemnified Party”) shall submit a written “Claim Notice” to the other Party (“Indemnifying Party”) which, to be effective, must be delivered prior to the end of the Survival Period applicable under Section 13.4 to the representation or warranty that is the subject of such Claim Notice and must state: (i) the amount of each payment claimed by an Indemnified Party becomes aware to be owing, (ii) the basis for such claim, with supporting documentation, and (iii) a list identifying to the extent reasonably possible each separate item of Loss for which payment is so claimed. Unless, within sixty days of receipt of a Claim Notice, the Indemnifying Party provides written notice to the Indemnified Party that it contests the Losses identified in such Claim Notice, the Indemnifying Party shall, subject to the other terms of this Section 13.3, pay to the Indemnified Party the amount of the Losses related to such indemnification claim or the uncontested portion thereof. If the Indemnifying Party objects to a Claim Notice on the basis that it lacks sufficient information, it shall promptly request from the Indemnified Party any actspecific additional information reasonably necessary for it to assess such indemnification claim, omission or state of facts that may give rise to Losses in respect of which a right of indemnification is provided for under this Article 7, and the Indemnified Party shall promptly give written notice thereof (a “Claim Notice”) to provide the Indemnifying Partyadditional information reasonably requested. The Claim Notice shall specify whether the potential Losses arise as a result Upon receipt of a claim by a Person against the Indemnified Party (a “Third Party Claim”) or whether the potential Losses arise as a result of a claim directly by the Indemnified Party against the Indemnifying Party (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available): (a) the factual basis for the Direct Claim or Third Party Claim, as the case may be; and (b) the amount of the potential Losses arising therefrom, if known. If, through the fault of the Indemnified Partysuch additional information, the Indemnifying Party does not receive a Claim Notice in time effectively to contest the determination of any liability susceptible of being contested or to assert a right to recover an amount under applicable insurance coverage, then the liability of the Indemnifying Party to shall notify the Indemnified Party under this Article 7 of any withdrawal or modification of the objection. All disputed indemnification claims shall be reduced only to the extent that Losses are actually incurred resolved by the Indemnifying Party resulting from the Indemnified Party’s failure to give the Claim Notice on Emerald and K▇▇▇ in accordance with either (A) a timely basis. Nothing in this Section 7.4 mutual agreement between Emerald and K▇▇▇, which shall be construed to affect the time within which a Claim Notice must be delivered pursuant to memorialized in writing, or (B) litigation in accordance with Section 7.5(1) and Section 7.5(2) in order to permit recovery pursuant to Section 7.2(a) or Section 7.3(a) as the case may be14.8.

Claim Notice. If The Named Insured shall, or shall cause to, deliver a Claim Notice to the Underwriter at the address in Section 5.F below, signed by an Indemnified Party becomes aware authorized representative of the Named Insured, as soon as reasonably practicable after any Specified Person has Actual Knowledge of any act(i) Breach, omission (ii) Third Party Claim and/or (iii) Loss, and in any event during the Policy Period or state within 60 days after the Expiry Date. The Delivery of facts that may give rise to Losses in respect of which a right of indemnification is provided for under this Article 7, the Indemnified Party shall promptly give written notice thereof (a “such Claim Notice”) Notice to the Indemnifying PartyUnderwriter shall be deemed notice to the Insurer. The Attached to the Claim Notice shall specify whether be a description, after reasonable inquiry, of the potential Losses arise as facts, circumstances and issues leading up to the delivery of the Claim Notice (in light of the information reasonably available to a result Specified Person at the time of a claim by a Person against the Indemnified Party (a “Third Party Claim”) or whether the potential Losses arise as a result of a claim directly by the Indemnified Party against the Indemnifying Party (a “Direct Claim”Claim Notice), and shall also specify with reasonable particularity including a specific reference to the implicated Insured Representations (to the extent Actual Knowledge of a Specified Person at that time). The Insurer acknowledges that the information Insured may have incomplete knowledge of a Breach or the facts and circumstances underlying such Breach or a Third Party Claim at the time that a Claim Notice is available): delivered to the Underwriter and that any Claim Notice provided hereunder may reflect such incomplete knowledge. In no event may a Claim Notice be delivered to the Insurer later than the expiration of the Policy Period or after 60 days from the Expiry Date. If, however, a Claim Notice pursuant to clause (ai) or (ii) of this Section 5(a) is delivered to the factual basis for Insurer during the Direct Claim Policy Period or within 60 days after the Expiry Date, then any subsequent Loss arising out of or resulting from the Breach, matter or Third Party ClaimClaim identified in such Claim Notice shall be deemed reported at the time such Claim Notice was received by the Insurer. A Claim Notice may be supplemented at any time, as subject to the case may be; and (b) terms and conditions of this Policy, for an Insured after it is first submitted. The failure to list every potentially implicated Insured Representations shall not preclude the amount Insured from seeking thereafter recovery under the Policy with respect to such Insured Representation not referenced. With respect to any documents or information that are protected by the attorney-client privilege, work product doctrine, or other privileges, the Insurer shall cooperate in good faith with the Insured to preserve the privileged status of any such document or information. Without limiting any of the potential Losses arising therefrom, if known. If, through the fault foregoing cooperation obligations of the Indemnified PartyInsurer or Insureds, the Indemnifying Party does not receive a Claim Notice in time effectively to contest the determination of any liability susceptible of being contested or to assert a right to recover an amount under applicable insurance coverage, then the liability of the Indemnifying Party to the Indemnified Party under this Article 7 shall be reduced only to the extent that Losses are actually incurred by the Indemnifying Party resulting from the Indemnified Party’s failure to give the Claim Notice on a timely basis. Nothing nothing in this Section 7.4 Policy shall be construed to affect require the time within which a waiver of any Fifth Amendment or similar protection or require any action that could reasonably be expected to cause the loss of the attorney-client privilege, work-product doctrine, or other privileges as to any document, information, or communication. No information contained in any Claim Notice must shall be delivered pursuant deemed an admission by any Insured to Section 7.5(1) any third party of any matter whatsoever (including any violation of law or breach of contract), and Section 7.5(2) any such information is disclosed solely for purposes of this Policy. The Insurer shall operate in order good faith to permit recovery pursuant to Section 7.2(a) or Section 7.3(a) as preserve the case may beprivileged and/or confidential status of any such information.

Claim Notice. If (a) In the event that (1) any SITEL Claim is asserted against or sought to be collected from an Indemnified SITEL Party becomes aware by a third party, or (2) an Indemnified SITEL Party has a SITEL Claim against NAFS Stockholders which does not involve a claim or demand being asserted against or sought to be collected from it by a third party, the Indemnified SITEL Party shall promptly notify the Stockholders' Representative of such SITEL Claim, specifying the nature of such SITEL Claim and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such SITEL Claim) (the "Claim Notice"). The Stockholders' Representative shall have thirty (30) days from the personal delivery or mailing of the Claim Notice (the "Notice Period") to notify the Indemnified SITEL Party, (i) whether or not they dispute their liability to the Indemnified SITEL Party hereunder with respect to such SITEL Claim and (ii) in the case of a SITEL Claim involving a third party, notwithstanding any actsuch dispute, omission whether or state of facts that may give rise not they desire, at their sole cost and expense, to Losses in respect of which defend the Indemnified SITEL Party against such SITEL Claim. (1) A Claim Notice for a right of SITEL Claim must be given to NAFS and Stockholders' Representative within the Survival Period. The NAFS Stockholders shall not have any indemnification is provided for obligations under this Article 7, X with respect to SITEL Claims for which a Claim Notice is not given to them within the Survival Period. (c) The NAFS Stockholders shall be obligated to indemnify the SITEL Indemnified Party shall promptly give written notice thereof (a “Claim Notice”) Parties with respect to SITEL Claims only to the Indemnifying Party. extent of the excess of such SITEL Claims (which either have been paid to third parties or, if the claim originates with SITEL or NAFS, then which have been presented and for which the NAFS Stockholders would have liability in accordance with this Section 10.3 (without regard to this Section 10.3 (c) over $200,000 in the aggregate; provided, however, that this claims "basket" shall not apply to the NAFS Stockholders' obligation to indemnify the SITEL Indemnified Parties with respect to any misrepresentation in or omission from the certificate with respect to the Net Book Value. (d) The Claim Notice shall specify whether the potential Losses arise as a result of a claim by a Person against the Indemnified Party (a “Third Party Claim”) or whether the potential Losses arise as a result of a claim directly by the Indemnified Party against the Indemnifying Party (a “Direct Claim”)NAFS Stockholders' obligations for indemnification under this Article X, and obligations underlying the other rights and remedies referred to in Section 10.7, shall also specify with reasonable particularity not exceed an amount equal to thirty percent (30%) of the SITEL Common Shares comprising the Adjusted Merger Consideration or, to the extent that the information is available):NAFS Stockholders no longer hold such shares at the time of indemnification, the cash equivalent of such shares based upon the Exchange Price (the "Aggregate Indemnification Limit"). An individual NAFS Stockholder's obligations for indemnification under this Article X shall not exceed such NAFS Stockholder's pro rata share of the Aggregate Indemnification Limit, based upon such NAFS Stockholder's percentage share of the NAFS Common Shares outstanding (on an as converted and fully diluted basis) immediately prior to the Effective Time. (ae) The amount of any SITEL Claim shall be reduced by the factual basis for Federal and state income tax benefits (computed using the Direct then maximum marginal corporate income tax rates) realized by the SITEL Indemnified Parties with respect to such SITEL Claim. At the time the SITEL Indemnified Parties give the Stockholders' Representative a Claim or Third Party Notice, the SITEL Indemnified Parties shall make a good faith estimate of any Federal and state income tax benefits that will result from the Claim, as and such Claim Notice shall set forth in reasonable detail the case may be; and (b) computation of such estimated tax benefits. If such estimated tax benefits and the SITEL Indemnified Parties' actual tax benefits with respect to a Claim differ, prompt adjustment shall be made for the amount of the potential Losses arising therefromdifference at the time the actual tax benefit is determined; provided that no adjustment shall be made with respect to any difference which cannot reasonably be determined until after the Survival Period. (f) Notwithstanding anything to the contrary in this Agreement, if known. Ifthe NAFS Stockholders's representations, through warranties and covenants do not extend to and NAFS Stockholders shall not be obligated to indemnify the fault Indemnified SITEL Parties with respect to any damages, losses, deficiencies, liabilities, costs and expenses associated with the termination of any NAFS state collection agency licenses at or following the Closing solely because of the Indemnified PartyMerger. (g) The amount of a SITEL Claim shall not bear interest except after it has been reduced to a judgment, settlement or arbitration award and then it shall bear interest at the Indemnifying Party does not receive a Claim Notice in time effectively to contest the determination of any liability susceptible of being contested or to assert a right to recover an amount under applicable insurance coverage, then the liability of the Indemnifying Party to the Indemnified Party under this Article 7 shall be reduced only to the extent that Losses are actually incurred judgment rate provided by the Indemnifying Party resulting from the Indemnified Party’s failure to give the Claim Notice on a timely basis. Nothing in this Section 7.4 shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Section 7.5(1Nebraska law. (h) and Section 7.5(2) in order to permit recovery pursuant to Section 7.2(a) or Section 7.3(a) as the case may be.[Deleted]

Claim Notice. If an Indemnified Party becomes aware of any act, omission or state of facts that may give rise to Losses Damages in respect of which a right of indemnification is provided for under this Article 710, the Indemnified Party shall promptly give written notice thereof (a “Claim Notice”) to the Indemnifying Party; provided, that Sellers’ Representative shall give or receive such notices on behalf of any Seller Indemnified Party, as applicable. The Claim Notice shall specify whether the potential Losses Damages arise as a result of a claim by a Person against the Indemnified Party (a “Third Party Claim”) or whether the potential Losses Damages arise as a result of a claim directly by the Indemnified Party against the Indemnifying Party (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available): (a) the factual basis for the Direct Claim or Third Party Claim, as the case may be; and (b) the amount of the potential Losses Damages arising therefrom, if known. If, through the fault of the Indemnified Party, the Indemnifying Party (or the Sellers’ Representative, as the case may be) does not receive a Claim Notice in time effectively to contest the determination of any liability susceptible of being contested or to assert a right to recover an amount under applicable insurance coverage, then the liability of the Indemnifying Party to the Indemnified Party under this Article 7 10 shall be reduced only to the extent that Losses Damages are actually incurred by the Indemnifying Party resulting from the Indemnified Party’s failure to give the Claim Notice on a timely basis. Nothing in this Section 7.4 10.5 shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Section 7.5(1Sections 10.6(a) and Section 7.5(210.6(b) in order to permit recovery pursuant to Section 7.2(a10.3(a) or Section 7.3(a10.4(a) as the case may be.

Claim Notice. If an Indemnified Party becomes aware An Indemnitee shall provide Notice to the indemnifying party, within ten (10) days after receiving written notice of the commencement of any act, omission legal action or state of facts that may give rise to Losses any claims or threatened claims against such Indemnitee in respect of which a right indemnification may be sought pursuant to the foregoing provisions of indemnification is provided for under this Article 723 or any other provision of this Agreement providing for an indemnity (such notice, the Indemnified Party shall promptly give written notice thereof (a “Claim Notice”) to the Indemnifying Party). The Indemnitee’s failure to give, or tardiness in giving, such Claim Notice shall specify whether the potential Losses arise as a result of a claim by a Person against the Indemnified Party (a “Third Party Claim”) or whether the potential Losses arise as a result of a claim directly by the Indemnified Party against the Indemnifying Party (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available): (a) the factual basis for the Direct Claim or Third Party Claim, as the case may be; and (b) the amount of the potential Losses arising therefrom, if known. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive a Claim Notice in time effectively to contest the determination of any liability susceptible of being contested or to assert a right to recover an amount under applicable insurance coverage, then will reduce the liability of the Indemnifying Party only by the amount of damages proven to be attributable and prejudicial to such failure or tardiness, but shall not otherwise relieve the Indemnified Party indemnifying party from any liability that it may have under this Article 7 Agreement. In case any such claim or legal action shall be reduced only made or brought against an Indemnitee and such Indemnitee shall Notify (by sending a Claim Notice) the indemnifying party thereof, and the Indemnitee may by such Claim Notice require the indemnifying party to assume and control the extent defense of the claim that Losses are actually incurred is the subject of such Claim Notice, in which case the indemnifying party may select counsel after consultation with the Indemnitee, and the indemnifying party shall pay all expenses of the conduct of such defense. The Indemnitee shall have the right to employ separate counsel in any such proceeding and to participate in (but not control) the defense of such claim, but the fees and expenses of such counsel shall be borne by the Indemnitee unless the indemnifying party shall agree otherwise; provided, however, if the named parties to any such proceeding (including any impleaded parties) include both the Indemnitee and the indemnifying party, the indemnifying party requires that the same counsel represent both the Indemnitee and the indemnifying party, and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, then the Indemnitee shall have the right to retain its own counsel at the cost and expense of the Indemnifying Party resulting Party. If the indemnifying party shall have failed to assume or diligently prosecute the defense of any claim in accordance with the provisions of this Section 23.5, then the Indemnitee shall have the absolute right to control the defense of such claim and the fees and expenses of such defense, including reasonable attorneys’ fees of the Indemnitee’s counsel and any reasonable amount determined to be owed by Indemnitee pursuant to such claim, shall be borne by the indemnifying party, provided that the indemnifying party shall be entitled, at its expense, to participate in (but not control) such defense. Subject to all of the foregoing provisions of this Section 23.5, (a) the indemnifying party shall control the settlement of all claims, in coordination with any insurer as required under the applicable insurance policies set forth in Exhibit N-1 or Exhibit N-2, as applicable, as to which it has assumed the defense; provided, however, that (i) such settlement shall include a dismissal with prejudice of the claim and an explicit and unconditional release from the Indemnified Partyparty bringing such claim or other proceedings of all Indemnitees; and (ii) the indemnifying party shall EXECUTION COPY not conclude any settlement without the prior approval of the Indemnitee, which approval shall not be unreasonably withheld; and (b) except as provided in the preceding sentence concerning the indemnifying party’s failure to give assume or to diligently prosecute the Claim Notice on a timely basis. Nothing in this Section 7.4 shall be construed to affect the time within which a Claim Notice must be delivered defense of any claim, no Indemnitee seeking reimbursement pursuant to Section 7.5(1) and Section 7.5(2) the foregoing indemnity shall, without the prior written consent of the indemnifying party, settle, compromise, consent to the entry of any judgment in order or otherwise seek to permit recovery pursuant terminate any action, claim, suit, investigation or proceeding for which indemnity is afforded hereunder unless such Indemnitee reasonably believes that the matter in question involves potential criminal liability against such Indemnitee. The Indemnitee shall provide reasonable assistance to Section 7.2(a) the indemnifying party when the indemnifying party so requests, at the indemnifying party’s expense, in connection with such legal action or Section 7.3(a) as claim, including executing any powers-of-attorney or other documents required by the case may beindemnifying party with regard to the defense or indemnity obligations.

Claim Notice. If Any Buyer Indemnified Party or Seller Indemnified Party seeking indemnification under the terms of this Agreement (“Indemnified Party”) with respect to any claim asserted against an Indemnified Party becomes aware of any act, omission or state of facts that may give rise to Losses by a third Person (a “Third-Party Claim”) in respect of which a right of any matter that is subject to indemnification is provided for under this Article 7, the Indemnified Party Section 15.3 shall promptly give submit a written notice thereof (a “Claim Notice”) to the other Party (“Indemnifying Party”) of the Third-Party Claim, which, to be effective, must state: (i) the Indemnified Party’s good faith, reasonable estimate of the amount claimed by such Indemnified Party to be owing, (ii) the basis for such claim, described in reasonable detail with supporting documentation and a copy of all papers served with respect to such Third-Party Claim, if applicable, and (iii) a list identifying to the extent reasonably possible each separate item of Loss for which payment is so claimed to such Indemnified Party. The failure of an Indemnified Party to timely provide a Claim Notice shall specify whether not affect the potential Losses arise as a result right of a claim by a Person against the Indemnified Party (a “Third Party Claim”) or whether the potential Losses arise as a result of a claim directly by the Indemnified Party against the Indemnifying Party (a “Direct Claim”), and shall also specify with reasonable particularity (Party’s indemnification under this Agreement except to the extent that the defense of such Third-Party Claim is materially prejudiced by the failure to give such notice. If the Indemnifying Party or its counsel so requests, the Indemnified Party shall furnish the Indemnifying Party with copies of all pleadings and other information with respect to such Third-Party Claim. The Indemnified Party is available): (a) authorized, prior to the factual basis for election by the Direct Claim or Third Indemnifying Party to assume the defense of such Third-Party Claim, to file any motion, answer, or other pleading that it shall deem necessary and appropriate to protect its interests or those of the Indemnifying Party and that is not prejudicial to the Indemnifying Party, all costs of which shall be included as the case may be; andLosses in respect of such claim for indemnification. (b1) At the amount election of the potential Losses arising therefromIndemnifying Party, which shall be made within 45 days after receipt of the Claim Notice related thereto, if knownsuch election is timely made, the Indemnified Party shall permit the Indemnifying Party to assume control of the defense of such Third-Party Claim (such election to be without prejudice to the right of the Indemnifying Party to dispute whether such claim is an indemnifiable claim under this Article XV), to defend such Third-Party Claim with counsel selected by the Indemnifying Party (who shall be reasonably satisfactory to the Indemnified Party), by all appropriate means, to a final conclusion or settlement at the discretion of the Indemnifying Party in accordance with this Section 15.6(a)(1). IfIf the Indemnifying Party elects to assume control of the defense of the Third-Party Claim, through (i) any expense incurred by the fault Indemnified Party thereafter for investigation or defense of the matter shall be borne by the Indemnified Party, and (ii) the Indemnified Party shall give all reasonable information and assistance, other than pecuniary, that the Indemnifying Party shall deem necessary to the proper defense of such Third-Party Claim, including the making of any related counterclaim against the Person asserting the Third-Party Claim or any cross complaint against any Person. The Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in, but not control, the defense of the Third-Party Claim. If the Indemnifying Party elects to defend the Third-Party Claim under this Section 15.6(a)(1), then the Indemnifying Party shall work diligently to defend the Third-Party Claim. (2) If the Indemnifying Party does not receive a Claim Notice in time effectively elect to contest the determination of any liability susceptible of being contested or to assert a right to recover an amount under applicable insurance coverage, then the liability assume control of the Indemnifying defense of the Third-Party to Claim within the 45-day period provided in Section 15.6(a)(1), the Indemnified Party under this Article 7 will use its Reasonable Efforts to defend, at the Indemnifying Party’s expense (but only if the Indemnified Party is actually entitled to indemnification hereunder), in regards to the Third-Party Claim with counsel selected by the Indemnified Party (who shall be reduced only reasonably satisfactory to the extent Indemnifying Party), by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnified Party. In such circumstances, the Indemnified Party shall defend any such Third-Party Claim in good faith and have full control of such defense and proceedings; provided that Losses are actually incurred the Indemnified Party may not enter into any compromise or settlement of such Third-Party Claim if indemnification is to be sought hereunder without the Indemnifying Party’s consent (which consent shall not be unreasonably withheld, conditioned, or delayed). The Indemnifying Party may retain separate co-counsel at its sole cost and expense and participate in, but not control, the defense of the Third-Party Claim. (3) The Indemnifying Party shall not enter into any judgment, compromise, settlement, or discharge with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (such consent not to be unreasonably withheld, conditioned, or delayed), unless such judgment, compromise, settlement, or discharge (w) provides for the payment by the Indemnifying Party resulting from of money as the sole relief for the claimant, (x) involves no finding or admission of any violation of Law or the rights of any Indemnified Party, (y) does not encumber any of the assets of any Indemnified Party or agree to any restriction or condition that would apply to or materially adversely affect any Indemnified Party or the conduct of any Indemnified Party’s failure to give business, and (z) includes, as a condition of any entry of judgment, settlement, compromise, discharge, or other resolution, a complete and unconditional general release by the Claim Notice on third Person asserting the claim of each affected Indemnified Party from any and all liabilities in respect of such Third-Party Claim. (4) In the case of a timely basis. Nothing in conflict between this Section 7.4 shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Section 7.5(115.6(a) and Section 7.5(2) in order to permit recovery pursuant to 10.9, Section 7.2(a) or Section 7.3(a) as the case may be10.9 will control.

Claim Notice. If an Indemnified Party becomes aware of any act, omission or state of facts that may give rise to Losses Damages in respect of which a right of indemnification is provided for under this Article 76, the Indemnified Party shall promptly give written notice thereof (a “Claim Notice”) to the Indemnifying Party. The Claim Notice shall specify whether the potential Losses Damages arise as a result of a claim by a Person against the Indemnified Party (a “Third Party Claim”) or whether the potential Losses Damages arise as a result of a claim directly by the Indemnified Party against the Indemnifying Party (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available): (a) the factual basis for the Direct Claim or Third Party Claim, as the case may be; and (b) the amount of the potential Losses Damages arising therefrom, if known. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive a Claim Notice in time effectively to contest the determination of any liability susceptible of being contested or to assert a right to recover an amount under applicable insurance coverage, then the liability of the Indemnifying Party to the Indemnified Party under this Article 7 6 shall be reduced only to the extent that Losses Damages are actually incurred by the Indemnifying Party resulting from the Indemnified Party’s failure to give the Claim Notice on a timely basis. Nothing in this Section 7.4 6.4 shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Section 7.5(1Sections 6.6(1) and Section 7.5(26.6(2) in order to permit recovery pursuant to Section 7.2(a6.2(a) or Section 7.3(a6.3(a) as the case may be.

Claim Notice. If an Indemnified Party becomes aware of any act, omission or state of facts that may give rise to Losses Damages in respect of which a right of indemnification is provided for under this Article 76, the Indemnified Party shall promptly give written notice thereof (a “Claim Notice”) to the Indemnifying Party. The Claim Notice shall specify whether the potential Losses Damages arise as a result of a claim by a Person against the Indemnified Party (a “Third Party Claim”) or whether the potential Losses Damages arise as a result of a claim directly by the Indemnified Party against the Indemnifying Party (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available): (a) the factual basis for the Direct Claim or Third Party Claim, as the case may be; and (b) the amount of the potential Losses Damages arising therefrom, if known. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive a Claim Notice in time effectively to contest the determination of any liability susceptible of being contested or to assert a right to recover an amount under applicable insurance coverage, then the liability of the Indemnifying Party to the Indemnified Party under this Article 7 6 shall be reduced only to the extent that Losses Damages are actually incurred by the Indemnifying Party resulting from the Indemnified Party’s failure to give the Claim Notice on a timely basis. Nothing in this Section 7.4 6.5 shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Section 7.5(1Sections 6.6(1) and Section 7.5(26.6(2) in order to permit recovery pursuant to Section 7.2(a6.2(a) or Section 7.3(a6.4(a) as the case may be. In respect of any Claim Notice concerning Indemnified Taxes, an Indemnified Party shall deliver with its Claim Notice a copy of any assessment, reassessment, notice of confirmation thereof, proposal to assess or reassess, appeal or notification of a similar proceeding, together with all correspondence related to such documents. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FROM THE U.S. SECURITIES AND EXCHANGE COMMISSION FOR PORTIONS OF THIS AGREEMENT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO THE CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED WITH [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION.

Claim Notice. If an Indemnified Party becomes aware of any act, omission or state of facts that may give rise to Losses Damages in respect of which a right of indemnification is provided for under this Article 7, the Indemnified Party shall promptly give written notice thereof (a “Claim Notice”) to the Indemnifying Party. The Claim Notice shall specify whether the potential Losses Damages arise as a result of a claim by a Person against the Indemnified Party (a “Third Party Claim”) or whether the potential Losses Damages arise as a result of a claim directly by the Indemnified Party against the Indemnifying Party (a “Direct Claim”), and shall also specify with reasonable particularity detail (to the extent that the information is available): (a) the factual basis for the Direct Claim or Third Party Claim, as the case may be; and (b) the amount of the potential Losses Damages arising therefrom, if knownknown and quantifiable. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive a Claim Notice in time to effectively to contest the determination of any liability susceptible of being contested or to assert a right to recover an amount under applicable insurance coverage, then the liability of the Indemnifying Party to the Indemnified Party under this Article 7 shall be reduced only to the extent that Losses Damages are actually incurred by the Indemnifying Party resulting from the Indemnified Party’s failure to give the Claim Notice on a timely basis. Nothing in this Section 7.4 shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Section Sections 7.5(1) and Section 7.5(2) in order to permit recovery pursuant to Section 7.2(a) or Section Sections 7.2(1)(a), and 7.3(a) as the case may be. In respect of any Claim Notice concerning Taxes, an Indemnified Party shall deliver with its Claim Notice a copy of any assessment, reassessment, notice of confirmation thereof, proposal to assess or reassess, appeal or notification of a similar proceeding, together with all correspondence related to such documents.

Claim Notice. If an Indemnified Party becomes aware Any claim for indemnification pursuant to ------------- this Section 9 must be made before the expiration of the survival periods set forth in Section 8 of this Agreement. No party shall be entitled to indemnification against a Loss arising from the breach of any act, omission representations or state warranties of facts that may give rise any other party unless the party seeking indemnification shall have given to Losses in respect of which a right of the party from whom indemnification is provided for under this Article 7, the Indemnified Party shall promptly give written being sought a claim notice thereof relating to such Loss (a “"Claim Notice”") prior to expiration of the Indemnifying Partyrepresentation or warranty upon which the claim is based. The Claim Notice shall specify whether be given reasonably promptly (but, in the potential Losses arise as a result case of a third party claim by a Person against the Indemnified Party (a “Third Party Claim”indemnified party, within 15 days after the indemnified party has received written notification of such claim) or whether after the potential Losses arise as a result party seeking indemnity becomes aware of the facts indicating that a claim directly by for indemnification may be warranted. Each Claim Notice shall specify in reasonable detail (to the Indemnified Party against extent known) the Indemnifying Party (nature of the claim, the applicable provision(s) of this Agreement or other instrument under which the claim for indemnity arises, and, if possible, the amount or the estimated amount thereof. The failure of any indemnified party to give a “Direct Claim”)Claim Notice shall not relieve the indemnifying party of its obligations under this Section 9, and shall also specify with reasonable particularity (except to the extent that the information indemnified or indemnifying party is available): actually materially prejudiced by failure to give such Claim Notice. The indemnifying party may, through counsel of its own choosing and reasonably satisfactory to the indemnified party, assume the defense thereof or other indemnification obligation with respect thereto; provided, however, that (a) the factual basis for the Direct Claim or Third Party Claim, as the case may be; and any indemnified party shall be entitled to participate in any such claim with counsel of its own choice but at its own expense and (b) any indemnified party shall be entitled to participate in any such claim with counsel of its own choice at the amount expense of the potential Losses arising therefromindemnifying party if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct or the indemnified party is otherwise adversely affected thereby. In any event, if knownthe indemnifying party fails to take reasonable steps necessary to defend diligently the action or proceeding within 20 days after receiving the notice from such indemnified party that the indemnifying party has failed to do so, the indemnified party may assume such defense or other indemnification obligation and the fees and expenses of its attorneys will be covered by the indemnity provided for in this Section 9. IfNotwithstanding anything in this Section 9 to the contrary, through the fault indemnifying party shall not, without the written consent of the Indemnified Partyindemnified party, settle or compromise any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnifying Party does not receive a Claim Notice in time effectively indemnified party is an actual or potential party to contest such action or claim) or consent to the determination entry of any liability susceptible of being contested or to assert a right to recover an amount under applicable insurance coveragejudgment (i) which does not, then the liability of the Indemnifying Party to the Indemnified Party under this Article 7 shall be reduced only to the extent that Losses are actually incurred an indemnified party may have any liability with respect to such action or claim, include as an unconditional term thereof the delivery by the Indemnifying Party resulting claimant or plaintiff to the indemnified party of a written release from the Indemnified Party’s all liability in respect of such action or claim, (ii) which includes any statement as to or an admission of fault, culpability or a failure to give act, by or on behalf of any indemnified party, or (iii) in any manner that involves any injunctive relief against the Claim Notice on a timely basisindemnified party or may materially and adversely affect the indemnified party. Nothing Notwithstanding anything in this Section 7.4 9 to the contrary, the indemnified party may not compromise or settle any claim without the prior written consent of the indemnifying party (which consent shall not be construed unreasonably withheld or delayed), unless the sole relief granted is equitable relief for which the indemnifying party would have no liability or to affect which the time within which a Claim Notice must indemnifying party would not be delivered pursuant to Section 7.5(1) and Section 7.5(2) in order to permit recovery pursuant to Section 7.2(a) or Section 7.3(a) as the case may besubject.

Claim Notice. If an Indemnified Party becomes aware of any act, omission or state of facts that may give rise to Losses Damages in respect of which a right of indemnification is provided for under this Article 74, the Indemnified Party shall promptly give written notice thereof (a “Claim Notice”) to the Indemnifying Party. The Claim Notice shall specify whether the potential Losses Damages arise as a result of a claim by a Person against the Indemnified Party (a “Third Party Claim”) or whether the potential Losses Damages arise as a result of a claim directly by the Indemnified Party against the Indemnifying Party (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available): (a) the factual basis for the Direct Claim or Third Party Claim, as the case may be; and (b) the amount of the potential Losses Damages arising therefrom, if known. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive a Claim Notice in time effectively to contest effectively the determination of any liability susceptible of being contested or to assert a right to recover an amount under applicable insurance coverage, then the liability of the Indemnifying Party shall be entitled to set off against the amount claimed by the Indemnified Party under this Article 7 shall be reduced only to the extent that Losses are actually amount of any Damages incurred by the Indemnifying Party resulting from the Indemnified Party’s 's failure to give the Claim Notice such notice on a timely basis. Nothing in this Section 7.4 4.4 shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Section 7.5(1Sections 4.5(1) and Section 7.5(24.5(2) in order to permit recovery pursuant to Section 7.2(a4.2(a) or Section 7.3(a4.3(a) as the case may be.

Claim Notice. If an In the event that (a) a Party seeking indemnification (the “Indemnified Party Party”) becomes aware of the existence of any actClaim for which indemnification may be sought under Section 8.1 or Section 8.2 (an “Indemnification Claim”), omission or state of facts that may give rise (b) any legal proceedings shall be instituted, or any Claim shall be asserted, by any Person not a Party to, and not affiliated with any Party to, this Agreement with respect to Losses in respect of which an Indemnification Claim (a right of indemnification is provided for under this Article 7“Third Party Claim”), the Indemnified Party shall promptly give cause written notice thereof (a “Claim Notice”) to be delivered to the Party from whom indemnification is sought (the “Indemnifying Party”); provided that, so long as such notice is given within the applicable time period described in Section 10.1, no delay on the part of the Indemnified Party in giving any such notice shall relieve the Indemnifying PartyParty of any indemnification obligation hereunder unless (and then solely to the extent that) the Indemnifying Party is actually prejudiced by such delay. The Each Claim Notice shall be in writing and (i) shall specify whether the potential Losses arise as a result of a claim by a Person against the Indemnified Party (a “Third Party Claim”) or whether the potential Losses arise as a result of a claim directly basis for indemnification claimed by the Indemnified Party against the Indemnifying Party (Party, including a “Direct Claim”), and shall also specify with reasonable particularity (reference to the extent that the information provisions of this Agreement with respect to which such right of indemnification is available): claimed or arisen, (aii) the factual basis for the Direct if such Claim or Notice is being given with respect to a Third Party Claim, as the case may be; and (b) the amount shall describe in reasonable detail such Third Party Claim and shall be accompanied by copies of the potential Losses arising therefromall relevant pleadings, if known. Ifdemands, through the fault of and other papers served on the Indemnified Party, and (iii) shall specify the Indemnifying Party does amount of (or if not receive finally determined, a Claim Notice in time effectively to contest good faith estimate of) the determination of any liability susceptible of Losses being contested incurred by, or to assert a right to recover an amount under applicable insurance coverageimposed upon, then the liability of the Indemnifying Party to the Indemnified Party under this Article 7 shall be reduced only to on account of the extent that Losses are actually incurred by the Indemnifying Party resulting from the Indemnified Party’s failure to give the Claim Notice on a timely basis. Nothing in this Section 7.4 shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Section 7.5(1) and Section 7.5(2) in order to permit recovery pursuant to Section 7.2(a) or Section 7.3(a) as the case may be.Indemnification Claim.‌

Claim Notice. If The Party seeking indemnification under the terms of this Agreement (“Indemnified Party”) shall submit a written “Claim Notice” to the other Party (“Indemnifying Party”) which, to be effective, must be delivered prior to the end of the Survival Period applicable under Section 14.4 to the representation or warranty that is the subject of such Claim Notice and must state: (i) the amount of each payment claimed by an Indemnified Party becomes aware to be owing, (ii) the basis for such claim, with supporting documentation, and (iii) a list identifying to the extent reasonably possible each separate item of Loss for which payment is so claimed. Unless, within sixty days of receipt of a Claim Notice, the Indemnifying Party provides written notice to the Indemnified Party that it contests the Losses identified in such Claim Notice, the Indemnifying Party shall, subject to the other terms of this Section 14.3, pay to the Indemnified Party the amount of the Losses related to such indemnification claim or the uncontested portion thereof. If the Indemnifying Party objects to a Claim Notice on the basis that it lacks sufficient information, it shall promptly request from the Indemnified Party any actspecific additional information reasonably necessary for it to assess such indemnification claim, omission or state of facts that may give rise to Losses in respect of which a right of indemnification is provided for under this Article 7, and the Indemnified Party shall promptly give written notice thereof (a “Claim Notice”) to provide the Indemnifying Partyadditional information reasonably requested. The Claim Notice shall specify whether the potential Losses arise as a result Upon receipt of a claim by a Person against the Indemnified Party (a “Third Party Claim”) or whether the potential Losses arise as a result of a claim directly by the Indemnified Party against the Indemnifying Party (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available): (a) the factual basis for the Direct Claim or Third Party Claim, as the case may be; and (b) the amount of the potential Losses arising therefrom, if known. If, through the fault of the Indemnified Partysuch additional information, the Indemnifying Party does not receive a Claim Notice in time effectively to contest the determination of any liability susceptible of being contested or to assert a right to recover an amount under applicable insurance coverage, then the liability of the Indemnifying Party to shall notify the Indemnified Party under this Article 7 of any withdrawal or modification of the objection. All disputed indemnification claims shall be reduced only to the extent that Losses are actually incurred resolved by the Indemnifying Party resulting from the Indemnified Party’s failure to give the Claim Notice on Buyer and Seller in accordance with either (A) a timely basis. Nothing in this Section 7.4 mutual agreement between Buyer and Seller, which shall be construed to affect the time within which a Claim Notice must be delivered pursuant to memorialized in writing, or (B) final arbitration in accordance with Section 7.5(1) and Section 7.5(2) in order to permit recovery pursuant to Section 7.2(a) or Section 7.3(a) as the case may be15.13.

Claim Notice. If an Indemnified Party becomes aware An indemnitee hereunder shall provide Notice to the indemnifying party, within ten (10) Days after receiving written notice of the commencement of any act, omission legal action or state of facts that may give rise to Losses any claims or threatened claims against such indemnitee in respect of which a right indemnification may be sought pursuant to the foregoing provisions of indemnification is provided for under this Article 725 or any other provision of this Contract providing for an indemnity (such notice, the Indemnified Party shall promptly give written notice thereof (a “Claim Notice”). The indemnitee’s failure to give, or tardiness in giving, such Claim Notice will reduce the liability of the indemnifying party by the amount of damages attributable to such failure or tardiness, but shall not otherwise relieve the indemnifying party from any liability that it may have under this Contract. In case any such claim or legal action shall be made or brought against an indemnitee hereunder and such indemnitee shall notify (by sending a Claim Notice) the indemnifying party thereof, the indemnifying party shall have the right, by Notice given to the Indemnifying Partyindemnitee within ten (10) Days after the date of the applicable Claim Notice, and if applicable, after notifying and consulting with any insurers who may provide claims coverage for the claim subject to such Claim Notice, to assume and control the defense of the claim that is the subject of such Claim Notice, including the employment of counsel selected by the indemnifying party after consultation with the indemnitee and the indemnifying party shall pay all expenses of the conduct of such defense. The Claim Notice indemnitee shall specify whether have the potential Losses arise as a result right to employ separate counsel in any such proceeding and to participate in (but not control) the defense of a claim by a Person against such claim, but the Indemnified Party (a “Third Party Claim”) or whether the potential Losses arise as a result fees and expenses of a claim directly such counsel shall be borne by the Indemnified Party against indemnitee unless the Indemnifying Party indemnifying party shall agree otherwise; provided, however, if the named parties to any such proceeding (a “Direct Claim”)including any impleaded parties) include both the indemnitee and the indemnifying party, the indemnifying party requires that the same counsel represent both the indemnitee and the indemnifying party, and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, then the indemnitee shall also specify have the right to retain its own counsel at the cost and expense of the indemnifying party. If the indemnifying party shall have failed to assume or diligently prosecute the defense of any claim in accordance with the provisions of this Section 25.5, then the indemnitee shall have the absolute right to control the defense of such claim and the fees and expenses of such defense, including reasonable particularity attorneys’ fees of the indemnitee’s counsel and any amount determined to be owed by the indemnitee pursuant to such claim shall be borne by the indemnifying party, provided that the indemnifying party shall be entitled, at its expense, to participate in (but not control) such defense. Subject to the extent that the information is available): foregoing, (a) the factual basis for indemnifying party shall control the Direct Claim settlement of all claims, in coordination with any insurer as required under the applicable insurance policies set forth in Exhibit “Q-1” or Third Party ClaimExhibit “Q-2”, as applicable, as to which it has assumed the case may bedefense; and provided, however, that such settlement shall include a dismissal with prejudice of the claim and an explicit and unconditional release from the party bringing such claim or other proceedings of all indemnitees; and (b) except as provided in the amount of preceding sentence concerning the potential Losses arising therefrom, if known. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive a Claim Notice in time effectively to contest the determination of any liability susceptible of being contested or to assert a right to recover an amount under applicable insurance coverage, then the liability of the Indemnifying Party to the Indemnified Party under this Article 7 shall be reduced only to the extent that Losses are actually incurred by the Indemnifying Party resulting from the Indemnified Partyindemnifying party’s failure to give assume or to diligently prosecute the Claim Notice on a timely basis. Nothing in this Section 7.4 shall be construed to affect the time within which a Claim Notice must be delivered defense of any claim, no indemnitee seeking reimbursement pursuant to Section 7.5(1) and Section 7.5(2) the foregoing indemnity shall, without the prior written consent of the indemnifying party, settle, compromise, consent to the entry of any judgment in order or otherwise seek to permit recovery pursuant terminate any action, claim, suit, investigation or proceeding for which indemnity is afforded hereunder unless such indemnitee reasonably believes that the matter in question involves potential criminal liability. The indemnitee shall provide reasonable assistance to Section 7.2(a) the indemnifying party when the indemnifying party so requests, at the indemnifying party’s expense, in connection with such legal action or Section 7.3(a) as claim, including executing any powers-of-attorney or other documents required by the case may beindemnifying party with regard to the defense or indemnity obligations.

Claim Notice. If an Indemnified Party becomes aware of any act, omission or state of facts that may give rise to Losses Damages in respect of which a right of indemnification is provided for under this Article 76, the Indemnified Party shall promptly give written notice thereof (a “Claim Notice”) to the Indemnifying Party. The Claim Notice shall specify whether the potential Losses Damages arise as a result of a claim by a Person against the Indemnified Party (a “Third Party Claim”) or whether the potential Losses Damages arise as a result of a claim directly by the Indemnified Party against the Indemnifying Party (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available): (a) the factual basis for the Direct Claim or Third Party Claim, as the case may be; and (b) the amount of the potential Losses Damages arising therefrom, if known. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive a Claim Notice in time effectively to contest the determination of any liability susceptible of being contested or to assert a right to recover an amount under applicable insurance coverage, then the liability of the Indemnifying Party to the Indemnified Party under this Article 7 6 shall be reduced only to the extent that Losses Damages are actually incurred by the Indemnifying Party resulting from the Indemnified Party’s failure to give the Claim Notice on a timely basis. Nothing in this Section 7.4 6.5 shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Section 7.5(1Sections 6.6(1) and Section 7.5(26.6(2) in order to permit recovery pursuant to Section 7.2(a6.2(a) or Section 7.3(a6.4(a) as the case may be. In respect of any Claim Notice concerning Indemnified Taxes, a Purchaser’s Indemnified Party shall deliver with its Claim Notice a copy of any assessment, reassessment, notice of confirmation thereof, proposal to assess or reassess, appeal or notification of a similar proceeding, together with all correspondence related to such documents.

Claim Notice. If an Indemnified Party becomes aware Parent, acting on its own behalf or on behalf of any actof the other Indemnified Parties, omission or state of facts that may give rise wishes to Losses in respect of which assert a right of indemnification is provided for under this Article 7Claim, the Indemnified Party Parent shall promptly give deliver written notice thereof thereof, executed by a Representative of Parent (a “Claim Notice”) ), to the Indemnifying PartySecurityholder Representative (and no Claim may be asserted except in the manner provided in this Section 7.4). The Claim Notice shall specify whether set forth: (a) that an Indemnified Party has incurred, suffered or accrued, or reasonably believes it may have to incur, suffer or accrue Losses for which such Indemnified Party is entitled to indemnification under this Article 7; (b) the potential actual or estimated amount of such Losses arise as a result to the extent known or reasonably estimable (which, in the case of a claim Losses not yet incurred, suffered or accrued, may be the maximum amount reasonably anticipated by Parent to be incurred, suffered or accrued or may be the amount of Losses claimed by a Person against the Indemnified Party (third party in a “Third Third-Party Claim”); and (c) or whether the potential Losses arise as a result of a claim directly by the Indemnified Party against the Indemnifying Party (a “Direct Claim”)brief description, and shall also specify with in reasonable particularity detail (to the extent that the information is available): (a) the factual basis for the Direct Claim or Third Party Claimreasonably available to such Indemnified Party), as the case may be; and (b) the amount of the potential Losses arising therefromfacts, if known. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive a Claim Notice in time effectively to contest the determination of any liability susceptible of being contested circumstances or to assert a right to recover an amount under applicable insurance coverage, then the liability of the Indemnifying Party events giving rise to the Indemnified Party under this Article 7 shall be reduced only to the extent that alleged Losses are actually incurred by the Indemnifying Party resulting from the based on such Indemnified Party’s failure to give the belief thereof. A Claim Notice on a timely basis. Nothing in this Section 7.4 shall may be construed updated and amended from time to affect the time within which a by Parent by delivering an updated or amended Claim Notice must to the Securityholder Representative, so long as such update or amendment only asserts bases for Losses reasonably related to the underlying facts and circumstances specifically set forth in such original Claim Notice. All Claims properly set forth in an original Claim Notice or any update or amendment thereto shall remain outstanding until such Claims for Losses have been finally resolved or satisfied. Notwithstanding the foregoing, no Claim Notice with respect to a breach of a representation, warranty, covenant or agreement (or any certificate with respect thereto) may be delivered pursuant following the expiration of the survival period with respect to such representation, warranty, covenant or agreement (or the right to bring a claim with respect thereto) provided for in Section 7.5(1) and Section 7.5(2) in order to permit recovery pursuant to Section 7.2(a) or Section 7.3(a) as the case may be7.1.

Claim Notice. If an Indemnified Party becomes aware Any claim for indemnification pursuant to this Section 7 must be made before the expiration of the survival periods set forth in Section 5 of this Agreement. No party shall be entitled to indemnification against a Loss arising from the breach of any act, omission representations or state warranties of facts that may give rise any other party unless the party seeking indemnification shall have given to Losses in respect of which a right of the party from whom indemnification is provided for under this Article 7, the Indemnified Party shall promptly give written being sought a claim notice thereof relating to such Loss (a “"Claim Notice”") prior to expiration of the Indemnifying Partyrepresentation or warranty upon which the claim is based. The Claim Notice shall specify whether be given reasonably promptly (but, in the potential Losses arise as a result case of a third party claim by a Person against the Indemnified Party (a “Third Party Claim”indemnified party, within 15 days after the indemnified party has received written notification of such claim) or whether after the potential Losses arise as a result party seeking indemnity becomes aware of the facts indicating that a claim directly by for indemnification may be warranted. Each Claim Notice shall specify in reasonable detail (to the Indemnified Party against extent known) the Indemnifying Party (nature of the claim, the applicable provision(s) of this Agreement or other instrument under which the claim for indemnity arises, and, if possible, the amount or the estimated amount thereof. The failure of any indemnified party to give a “Direct Claim”)Claim Notice shall not relieve the indemnifying party of its obligations under this Section 7, and shall also specify with reasonable particularity (except to the extent that the information indemnified party is available): actually materially prejudiced by failure to give such Claim Notice. The indemnifying party may, through counsel of its own choosing and reasonably satisfactory to the indemnified party, assume the defense thereof or other indemnification obligation with respect thereto; PROVIDED, HOWEVER, that (a) the factual basis for the Direct Claim or Third Party Claim, as the case may be; and any indemnified party shall be entitled to participate in any such claim with counsel of its own choice but at its own expense and (b) any indemnified party shall be entitled to participate in any such claim with counsel of its own choice at the amount expense of the potential Losses arising therefromindemnifying party if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct. In any event, if knownthe indemnifying party fails to take reasonable steps necessary to defend diligently the action or proceeding within twenty days after receiving notice from such indemnified party that the indemnifying party believes it has failed to do so, the indemnified party may assume such defense or other indemnification obligation and the fees and expenses of its attorneys will be covered by the indemnity provided for in this Section 7. IfNotwithstanding anything in this Section 7 to the contrary, through the fault indemnifying party shall not, without the written consent of the Indemnified Partyindemnified party, settle or compromise any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnifying Party does not receive a Claim Notice in time effectively indemnified party is an actual or potential party to contest such action or claim) or consent to the determination entry of any liability susceptible of being contested or to assert a right to recover an amount under applicable insurance coveragejudgment (i) which does not, then the liability of the Indemnifying Party to the Indemnified Party under this Article 7 shall be reduced only to the extent that Losses are actually incurred by the Indemnifying Party resulting from the Indemnified Party’s failure to give the Claim Notice on a timely basis. Nothing in this Section 7.4 shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Section 7.5(1) and Section 7.5(2) in order to permit recovery pursuant to Section 7.2(a) or Section 7.3(a) as the case may be.an

Claim Notice. If an Indemnified Party becomes aware Any claim for indemnification pursuant to this Section 9 must be made before the expiration of the survival periods set forth in Section 7 of this Agreement. No party shall be entitled to indemnification against a Loss arising from the breach of any act, omission representations or state warranties of facts that may give rise any other party unless the party seeking indemnification shall have given to Losses in respect of which a right of the party from whom indemnification is provided for under this Article 7, the Indemnified Party shall promptly give written being sought a claim notice thereof relating to such Loss (a “"Claim Notice”") prior to expiration of the Indemnifying Partyrepresentation or warranty upon which the claim is based. The Claim Notice shall specify whether be given reasonably promptly (but, in the potential Losses arise as a result case of a third party claim by a Person against the Indemnified Party (a “Third Party Claim”indemnified party, within 15 days after the indemnified party has received written notification of such claim) or whether after the potential Losses arise as a result party seeking indemnity becomes aware of the facts indicating that a claim directly by for indemnification may be warranted. Each Claim Notice shall specify in reasonable detail (to the Indemnified Party against extent known) the Indemnifying Party (nature of the claim, the applicable provision(s) of this Agreement or other instrument under which the claim for indemnity arises, and, if possible, the amount or the estimated amount thereof. The failure of any indemnified party to give a “Direct Claim”)Claim Notice shall not relieve the indemnifying party of its obligations under this Section 9, and shall also specify with reasonable particularity (except to the extent that the information indemnified party is available): actually materially prejudiced by failure to give such Claim Notice. The indemnifying party may, through counsel of its own choosing and reasonably satisfactory to the indemnified party, assume the defense thereof or other indemnification obligation with respect thereto; provided, however, that (a) the factual basis for the Direct Claim or Third Party Claim, as the case may be; and any indemnified party shall be entitled to participate in any such claim with counsel of its own choice but at its own expense and (b) the amount of the potential Losses arising therefrom, if known. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive a Claim Notice in time effectively to contest the determination of any liability susceptible of being contested or to assert a right to recover an amount under applicable insurance coverage, then the liability of the Indemnifying Party to the Indemnified Party under this Article 7 shall be reduced only to the extent that Losses are actually incurred by the Indemnifying Party resulting from the Indemnified Party’s failure to give the Claim Notice on a timely basis. Nothing in this Section 7.4 shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Section 7.5(1) and Section 7.5(2) in order to permit recovery pursuant to Section 7.2(a) or Section 7.3(a) as the case may be.indemnified

Claim Notice. If an Indemnified Party becomes aware Any claim for indemnification pursuant to this Section 11 must be made before the expiration of the survival periods set forth in Section 8 of this Agreement. No party shall be entitled to indemnification against a Loss arising from the breach of any act, omission representations or state warranties of facts that may give rise any other party unless the party seeking indemnification shall have given to Losses in respect of which a right of the party from whom indemnification is provided for under this Article 7, the Indemnified Party shall promptly give written being sought a claim notice thereof relating to such Loss (a “"Claim Notice”") prior to expiration of the Indemnifying Partyrepresentation or warranty upon which the claim is based. The Claim Notice shall specify whether be given reasonably promptly (but, in the potential Losses arise as a result case of a third party claim by a Person against the Indemnified Party (a “Third Party Claim”indemnified party, within 15 days after the indemnified party has received written notification of such claim) or whether after the potential Losses arise as a result party seeking indemnity becomes aware of the facts indicating that a claim directly by for indemnification may be warranted. Each Claim Notice shall specify in reasonable detail (to the Indemnified Party against extent known) the Indemnifying Party (nature of the claim, the applicable provision(s) of this Agreement or other instrument under which the claim for indemnity arises, and, if possible, the amount or the estimated amount thereof. The failure of any indemnified party to give a “Direct Claim”)Claim Notice shall not relieve the indemnifying party of its obligations under this Section 11, and shall also specify with reasonable particularity (except to the extent that the information indemnified or indemnifying party is available): actually materially prejudiced by failure to give such Claim Notice. The indemnifying party may, through counsel of its own choosing and reasonably satisfactory to the indemnified party, assume the defense thereof or other indemnification obligation with respect thereto; provided, however, that (a) the factual basis for the Direct Claim or Third Party Claim, as the case may be; and any indemnified party shall be entitled to participate in any such claim with counsel of its own choice but at its own expense and (b) any indemnified party shall be entitled to participate in any such claim with counsel of its own choice at the amount expense of the potential Losses arising therefromindemnifying party if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct or the indemnified party is otherwise adversely affected thereby. In any event, if knownthe indemnifying party fails to take reasonable steps necessary to defend diligently the action or proceeding within 20 days after receiving the notice from such indemnified party that the indemnifying party has failed to do so, the indemnified party may assume such defense or other indemnification obligation and the fees and expenses of its attorneys will be covered by the indemnity provided for in this Section 11. IfNotwithstanding anything in this Section 11 to the contrary, through the fault indemnifying party shall not, without the written consent of the Indemnified Partyindemnified party, settle or compromise any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnifying Party does not receive a Claim Notice in time effectively indemnified party is an actual or potential party to contest such action or claim) or consent to the determination entry of any liability susceptible of being contested or to assert a right to recover an amount under applicable insurance coveragejudgment (1) which does not, then the liability of the Indemnifying Party to the Indemnified Party under this Article 7 shall be reduced only to the extent that Losses are actually incurred an indemnified party may have any liability with respect to such action or claim, include as an unconditional term thereof the delivery by the Indemnifying Party resulting claimant or plaintiff to the indemnified party of a written release from the Indemnified Party’s all liability in respect of such action or claim, (ii) which includes any statement as to or an admission of fault, culpability or a failure to give act, by or on behalf of any indemnified party, or (iii) in any manner that involves any injunctive relief against the Claim Notice on a timely basisindemnified party or may materially and adversely affect the indemnified party. Nothing Notwithstanding anything in this Section 7.4 11 to the contrary, the indemnified party may not compromise or settle any claim without the prior written consent of the indemnifying party (which consent shall not be construed unreasonably withheld or delayed), unless the sole relief granted is equitable relief for which the indemnifying party would have no liability or to affect which the time within which a Claim Notice must indemnifying party would not be delivered pursuant to Section 7.5(1) and Section 7.5(2) in order to permit recovery pursuant to Section 7.2(a) or Section 7.3(a) as the case may besubject.

Claim Notice. If an Indemnified Party becomes aware of any act, omission or state of facts that may give rise to Losses Damages in respect of which a right of indemnification is provided for under this Article 7, the Indemnified Party shall promptly give written notice thereof (a “Claim Notice”) to the Indemnifying Party. The Claim Notice shall specify whether the potential Losses Damages arise as a result of a claim by a Person against the Indemnified Party (a “Third Party Claim”) or whether the potential Losses Damages arise as a result of a claim directly by the Indemnified Party against the Indemnifying Party (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available): (a) the factual basis for the Direct Claim or Third Party Claim, as the case may be; and (b) the amount of the potential Losses Damages arising therefrom, if known. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive a Claim Notice in time effectively to contest the determination of any liability susceptible of being contested or to assert a right to recover an amount under applicable insurance coverage, then the liability of the Indemnifying Party to the Indemnified Party under this Article 7 shall be reduced only to the extent that Losses Damages are actually incurred by the Indemnifying Party resulting from the Indemnified Party’s failure to give the Claim Notice on a timely basis. Nothing in this Section 7.4 shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Section Sections 7.5(1) and Section 7.5(2) in order to permit recovery pursuant to Section 7.2(a) or Section 7.3(a) as the case may be. In respect of any Claim Notice concerning Taxes in respect of which an Indemnified Party is entitled to indemnification under this Agreement, the relevant Indemnified Party shall deliver with its Claim Notice a copy of any assessment, reassessment, notice of confirmation thereof, proposal to assess or reassess, appeal or notification of a similar proceeding, together with all correspondence related to such documents.

Claim Notice. If an Indemnified Party becomes aware of any act, omission or state of facts that may give rise to Losses Damages in respect of which a right of indemnification is provided for under this Article 76, the Indemnified Party shall promptly give written notice thereof (a “Claim Notice”) to the Indemnifying Party; provided, however, that the failure or delay to so notify the Indemnifying Party will not relieve the Indemnifying Party of any obligation or Liability that the Indemnifying Party may have to the Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the Indemnifying Party’s ability to defend or resolve such Third Party Claim or Direct Claim is actually and materially prejudiced by such failure or delay. The Claim Notice shall specify whether the potential Losses Damages arise as a result of a claim by a Person against the Indemnified Party who is not a Party or an Affiliate of a Party (a “Third Party Claim”) or whether the potential Losses Damages arise as a result of a claim directly by the Indemnified which is not a Third Party against the Indemnifying Party Claim (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available): (a1) the factual basis for the Direct Claim or Third Party Claim, as the case may be; and (b2) the amount of the potential Losses Damages arising therefrom, if known. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive a Claim Notice in time effectively to contest the determination of any liability susceptible of being contested or to assert a right to recover an amount under applicable insurance coverage, then the liability of the Indemnifying Party to the Indemnified Party under this Article 7 shall be reduced only to the extent that Losses are actually incurred by the Indemnifying Party resulting from the Indemnified Party’s failure to give the Claim Notice on a timely basis. Nothing in this Section 7.4 6.4 shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Section 7.5(1Sections 6.5(1) and Section 7.5(26.5(2) in order to permit recovery pursuant to Section 7.2(aSections 6.2(1) or Section 7.3(aand 6.3(1) as the case may be. In respect of any Claim Notice concerning Taxes, an Indemnified Party shall deliver with its Claim Notice a copy of any assessment, reassessment, notice of confirmation thereof, proposal to assess or reassess, appeal or notification of a similar proceeding, together with all correspondence related to such documents.

Claim Notice. If an Indemnified Party becomes aware of any act, omission or state of facts that may give rise to Losses Damages in respect of which a right of indemnification is provided for under this Article 75, the Indemnified Party shall promptly give written notice thereof (a “Claim Notice”) to the Indemnifying Party. The Claim Notice shall specify whether the potential Losses Damages arise as a result of a claim by a Person against the Indemnified Party (a “Third Party Claim”) or whether the potential Losses Damages arise as a result of a claim directly by the Indemnified Party against the Indemnifying Party (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available): (a) the factual basis for the Direct Claim or Third Party Claim, as the case may be; and (b) the amount of the potential Losses Damages arising therefrom, if known. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive a Claim Notice in time effectively to contest the determination of any liability susceptible of being contested or to assert a right to recover an amount under applicable insurance coverage, then the liability of the Indemnifying Party to the Indemnified Party under this Article 7 5 shall be reduced only to the extent that Losses Damages are actually incurred by the Indemnifying Party resulting from the Indemnified Party’s failure to give the Claim Notice on a timely basisbasis and only with respect to such portion thereof. Nothing in this Section 7.4 5.4 shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Section 7.5(1Sections 5.1(1) and Section 7.5(2) in order to permit recovery pursuant to Section 7.2(a) or Section 7.3(a5.1(2) as the case may be.

Claim Notice. If an Indemnified Party becomes aware of any act, omission or state of facts that may reasonably be expected to give rise to Losses Damages in respect of which a right of indemnification is provided for under this Article 76 (irrespective of any monetary limitations under this Agreement that may apply), the Indemnified Party shall promptly within 20 days of becoming so aware give written notice thereof (a “Claim Notice”) to the Indemnifying Party. The Claim Notice shall specify whether the potential Losses Damages arise as a result of a claim by a Person against the Indemnified Party (a “Third Party Claim”) or whether the potential Losses Damages arise as a result of a claim directly by the Indemnified Party against the Indemnifying Party (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available): (a) the factual basis for the Direct Claim or Third Party Claim, as the case may be; and; (b) the specific sections of this Agreement pursuant to which indemnification is being sought; (c) the estimated amount of the potential Losses Damages arising therefrom; and (d) such other information as is reasonably necessary to enable the Indemnifying Party to assess the merits of the potential claim. Following receipt of notice of a Direct Claim, if knownthe Indemnifying Party has 60 days to investigate the Direct Claim and respond in writing. IfFor purposes of the investigation, through the fault Indemnified Party shall make available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate the Direct Claim, together with such other information as the Indemnifying Party may reasonably request. If the Indemnifying Party disputes the validity or amount of the Direct Claim, the Indemnifying Party shall provide written notice of the dispute to the Indemnified Party within the 60 day period specified in this Section 6.4. The dispute notice must describe in reasonable detail the nature of the Indemnifying Party’s dispute. During the 30 day period immediately following receipt of a dispute notice by the Indemnified Party, the Indemnifying Party does not receive a Claim Notice and the Indemnified Party shall attempt in time effectively good faith to contest resolve the determination of any liability susceptible of being contested or to assert a right to recover an amount under applicable insurance coverage, then the liability of dispute. If the Indemnifying Party to and the Indemnified Party under this Article 7 shall be reduced fail to resolve the dispute within that 30 day time period, the Indemnified Party is free to pursue all rights and remedies available to it, subject only to the extent that Losses are actually incurred by this Agreement. The omission to notify the Indemnifying Party resulting of a Direct Claim or a Third Party Claim shall not relieve the Indemnifying Party from any obligation to indemnify the Indemnified Party’s failure , unless the notification occurs after the expiration of the specified period set out in Section 6.5 or if (and only to give that extent that) the Claim Notice on a timely basisomission to notify materially prejudices the Indemnifying Party. Nothing in this Section 7.4 6.4 shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Section 7.5(1Sections 6.5(1) and Section 7.5(26.5(2) in order to permit recovery pursuant to Section 7.2(aSections 6.2(a), 6.2(b), 6.3(a) or Section 7.3(a) 6.3(b), as the case may be. In respect of any Claim Notice concerning Taxes required to be paid by the Corporation, a Purchaser’s Indemnified Party shall deliver with its Claim Notice a copy of any assessment, reassessment, notice of confirmation thereof, proposal to assess or reassess, appeal or notification of a similar Proceeding, together with all correspondence related to such documents.

Claim Notice. If The Party seeking indemnification under the terms of this Agreement (“Indemnified Party”) shall submit a written “Claim Notice” to the other Party (“Indemnifying Party”) which, to be effective, must be delivered prior to the end of the Survival Period applicable under Section 14.4 to the representation or warranty that is the subject of such Claim Notice and must state: (i) the amount of each payment claimed by an Indemnified Party becomes aware to be owing, (ii) the basis for such claim, with supporting documentation, and (iii) a list identifying to the extent reasonably possible each separate item of Loss for which payment is so claimed. Unless, within sixty days of receipt of a Claim Notice, the Indemnifying Party provides written notice to the Indemnified Party that it contests the Losses identified in such Claim Notice, the Indemnifying Party shall, subject to the other terms of this Section 14.3, pay to the Indemnified Party the amount of the Losses related to such indemnification claim or the uncontested portion thereof. If the Indemnifying Party objects to a Claim Notice on the basis that it lacks sufficient information, it shall promptly request from the Indemnified Party any actspecific additional information reasonably necessary for it to assess such indemnification claim, omission or state of facts that may give rise to Losses in respect of which a right of indemnification is provided for under this Article 7, and the Indemnified Party shall promptly give written notice thereof (a “Claim Notice”) to provide the Indemnifying Partyadditional information reasonably requested. The Claim Notice shall specify whether the potential Losses arise as a result Upon receipt of a claim by a Person against the Indemnified Party (a “Third Party Claim”) or whether the potential Losses arise as a result of a claim directly by the Indemnified Party against the Indemnifying Party (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available): (a) the factual basis for the Direct Claim or Third Party Claim, as the case may be; and (b) the amount of the potential Losses arising therefrom, if known. If, through the fault of the Indemnified Partysuch additional information, the Indemnifying Party does not receive a Claim Notice in time effectively to contest the determination of any liability susceptible of being contested or to assert a right to recover an amount under applicable insurance coverage, then the liability of the Indemnifying Party to shall notify the Indemnified Party under this Article 7 of any withdrawal or modification of the objection. All disputed indemnification claims shall be reduced only to the extent that Losses are actually incurred resolved by the Indemnifying Party resulting from the Indemnified Party’s failure to give the Claim Notice on ▇▇▇▇▇ and Seller in accordance with either (A) a timely basis. Nothing in this Section 7.4 mutual agreement between Buyer and Seller, which shall be construed to affect the time within which a Claim Notice must be delivered pursuant to memorialized in writing, or (B) final arbitration in accordance with Section 7.5(1) and Section 7.5(2) in order to permit recovery pursuant to Section 7.2(a) or Section 7.3(a) as the case may be15.13.

Claim Notice. If an Indemnified A Party becomes aware of any act, omission or state of facts that may give rise to Losses in respect of which a right of claiming indemnification is provided for under this Article 7, the Indemnified Party shall promptly give written notice thereof Agreement (a “an "INDEMNIFIED PARTY") with respect to any third-party Claim Notice”) to the Indemnifying Party. The Claim Notice shall specify whether the potential Losses arise as a result of a claim by a Person or Claims asserted against the Indemnified Party ("Third Party CLAIM") for personal injury ("THIRD PARTY PERSONAL INJURY CLAIM") or property damage ("THIRD PARTY PROPERTY DAMAGE CLAIM") that could give rise to a “right of indemnification under this Agreement shall promptly (a) notify the Party from whom indemnification is sought (the "INDEMNIFYING PARTY") of the Third Party Claim and (b) transmit to the Indemnifying Party a written notice ("CLAIM NOTICE") describing in reasonable detail the nature of the Third Party Claim”) or , a copy of all papers served with respect to such Third Party Claim (if any), the Indemnified Party's estimate of the amount of damages attributable to the Third Party Claim and the basis of the Indemnified Party's request for indemnification under this Agreement. Subject to Section 7.4.2, failure to provide such Claim Notice shall not affect the right of the Indemnified Party's indemnification hereunder except to the extent the Indemnifying Party is materially prejudiced thereby. Within 60 days after receipt of any Claim Notice (the "ELECTION PERIOD"), the Indemnifying Party shall notify the Indemnified Party whether the potential Losses arise as a result of a claim directly by Indemnifying Party desires to defend the Indemnified Party against such Third Party Claim; provided that if the Indemnifying Party (a “Direct Claim”), and shall also specify with reasonable particularity (fails to the extent that the information is available): (a) the factual basis for the Direct Claim or Third Party Claim, as the case may be; and (b) the amount of the potential Losses arising therefrom, if known. If, through the fault of so notify the Indemnified PartyParty during the Election Period, the Indemnifying Party does not receive a Claim Notice in time effectively to contest the determination of any liability susceptible of being contested or to assert a right to recover an amount under applicable insurance coverage, then the liability of the Indemnifying Party to the Indemnified Party under this Article 7 shall be reduced only deemed to the extent that Losses are actually incurred by the Indemnifying Party resulting from the Indemnified Party’s failure have elected to give the Claim Notice on a timely basis. Nothing in this Section 7.4 shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Section 7.5(1) and Section 7.5(2) in order to permit recovery pursuant to Section 7.2(a) or Section 7.3(a) as the case may bedispute such liability.

Claim Notice. If an Indemnified Party becomes aware of any act, omission or state of facts that may give rise to Losses Damages in respect of which a right of indemnification is provided for under this Article 76, the Indemnified Party shall promptly give written notice thereof (a “Claim Notice”) to the Indemnifying Party. The Claim Notice shall specify whether the potential Losses Damages arise as a result of a claim by a Person against the Indemnified Party (a “Third Party Claim”) or whether the potential Losses Damages arise as a result of a claim directly by the Indemnified Party against the Indemnifying Party (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available): (a) the factual basis for the Direct Claim or Third Party Claim, as the case may be; and (b) the amount of the potential Losses Damages arising therefrom, if known. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive a Claim Notice in time effectively to contest the determination of any liability susceptible of being contested or to assert a right to recover an amount under applicable insurance coverage, then the liability of the Indemnifying Party to the Indemnified Party under this Article 7 6 shall be reduced only to the extent that Losses Damages are actually incurred by the Indemnifying Party resulting from the Indemnified Party’s failure to give the Claim Notice on a timely basis. Nothing in this Section 7.4 6.5 shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Section 7.5(1Sections 6.6(1) and Section 7.5(26.6(2) in order to permit recovery pursuant to Section 7.2(a6.2(a) or Section 7.3(a6.4(a) as the case may be. In respect of any Claim Notice concerning Indemnified Taxes, an Indemnified Party shall deliver with its Claim Notice a copy of any assessment, reassessment, notice of confirmation thereof, proposal to assess or reassess, appeal or notification of a similar proceeding, together with all correspondence related to such documents.

Claim Notice. If an any Buyer Indemnified Party becomes aware or Seller Indemnified Party (hereinafter the “Indemnified Party”) (a) receives notice of the assertion of any actclaim, omission the commencement of any suit, action or state proceeding (including without limitation any Tax audit, investigation or other measure of facts that may give rise to Losses a Taxing Authority), or the imposition of any penalty or assessment by a third party in respect of which a right of indemnification is provided for indemnity may be sought under this Article 7, the Indemnified Party shall promptly give written notice thereof (a “Claim Notice”) to the Indemnifying Party. The Claim Notice shall specify whether the potential Losses arise as a result of a claim by a Person against the Indemnified Party Section 11.1 or Section 11.2 (a “Third Party Claim”); or (b) or whether the potential Losses arise as a result of shall DAC11719918 have a claim directly by the Indemnified for indemnification under Section 11.1 or Section 11.2 which does not relate to a Third Party against the Indemnifying Party Claim (a “Direct Claim”), and such Indemnified Party shall also specify with reasonable particularity (provide written notice thereof to the extent that Party from which indemnification is sought, i.e., the information is available): Seller Indemnifying Party or the Buyer Indemnifying Party, as the case may be, (athe “Indemnifying Party”) in accordance with Section 13.8 (the factual basis for “Notice”). The Notice shall provide a description in reasonable detail of the nature of the Direct Claim or Third Party Claim, as the case may be; and sections of this Agreement which form the basis for the indemnification claim, copies of all material evidence in connection therewith (bincluding court papers) and the estimated amount of Loss suffered or incurred by the potential Losses arising therefromIndemnified Party (to the extent such amount is known or can be determined). Such Notice shall be made within twenty (20) Business Days following the date of receipt by the Indemnified Party of any Third Party Claim or from the date on which the Indemnified Party had knowledge of any Direct Claim; provided, however, that such twenty (20) Business Days period shall be reduced if knownthe urgency of the matter dictates a swifter notification to the Indemnifying Party. If, through To the fault extent the Indemnifying Party can demonstrate and prove that any failure of the Indemnified Party, Party to provide Notice to the Indemnifying Party does not receive in accordance with this Section 11.4.1 has caused an increase of a Claim Notice in time effectively to contest the determination of Loss, any liability susceptible of being contested or to assert a right to recover an amount under applicable insurance coverage, then the liability of the Indemnifying Party to the Indemnified Party under this Article 7 shall be reduced only to the extent that Losses are actually incurred indemnification obligation by the Indemnifying Party resulting from the Indemnified Party’s failure to give the Claim Notice on a timely basis. Nothing in under this Section 7.4 11 shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Section 7.5(1) and Section 7.5(2) in order to permit recovery pursuant to Section 7.2(a) or Section 7.3(a) as the case may bereduced accordingly.

Claim Notice. If The Party seeking indemnification under the terms of this Agreement (“Indemnified Party”) shall submit a written “Claim Notice” to the other Party (“Indemnifying Party”) which, to be effective, must be delivered prior to the end of the Survival Period applicable under Section 14.6 to the representation or warranty that is the subject of such Claim Notice and must state: (i) the amount of each payment claimed by an Indemnified Party becomes aware to be owing, (ii) the basis for such claim, with supporting documentation, and (iii) a list identifying to the extent reasonably possible each separate item of Loss for which payment is so claimed. Unless, within sixty days of receipt of a Claim Notice, the Indemnifying Party provides written notice to the Indemnified Party that it contests the Losses identified in such Claim Notice, the Indemnifying Party shall, subject to the other terms of this Section 14.5, pay to the Indemnified Party the amount of the Losses related to such indemnification claim or the uncontested portion thereof. If the Indemnifying Party objects to a Claim Notice on the basis that it lacks sufficient information, it shall promptly request from the Indemnified Party any actspecific additional information reasonably necessary for it to assess such indemnification claim, omission or state of facts that may give rise to Losses in respect of which a right of indemnification is provided for under this Article 7, and the Indemnified Party shall promptly give written notice thereof (a “Claim Notice”) to provide the Indemnifying Partyadditional information reasonably requested. The Claim Notice shall specify whether the potential Losses arise as a result Upon receipt of a claim by a Person against the Indemnified Party (a “Third Party Claim”) or whether the potential Losses arise as a result of a claim directly by the Indemnified Party against the Indemnifying Party (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available): (a) the factual basis for the Direct Claim or Third Party Claim, as the case may be; and (b) the amount of the potential Losses arising therefrom, if known. If, through the fault of the Indemnified Partysuch additional information, the Indemnifying Party does not receive a Claim Notice in time effectively to contest the determination of any liability susceptible of being contested or to assert a right to recover an amount under applicable insurance coverage, then the liability of the Indemnifying Party to shall notify the Indemnified Party under this Article 7 of any withdrawal or modification of the objection. All disputed indemnification claims shall be reduced only to the extent that Losses are actually incurred resolved by the Indemnifying Party resulting from the Indemnified Party’s failure to give the Claim Notice on Emerald and Liberty in accordance with either (A) a timely basis. Nothing in this Section 7.4 mutual agreement between Emerald and Liberty, which shall be construed to affect the time within which a Claim Notice must be delivered pursuant to memorialized in writing, or (B) final arbitration in accordance with Section 7.5(1) and Section 7.5(2) in order to permit recovery pursuant to Section 7.2(a) or Section 7.3(a) as the case may be15.13.

Claim Notice. (1) If an Indemnified Party becomes aware of any act, omission or state of facts that may give rise to Losses Damages in respect of which a right of indemnification is provided for under this Article 75, the Indemnified Party shall promptly give written notice thereof (a “Claim Notice”) to the Indemnifying Party. The Claim Notice shall specify whether the potential Losses Damages arise as a result of a claim by a Person against the Indemnified Party (a “Third Party Claim”) or whether the potential Losses Damages arise as a result of a claim directly by the Indemnified Party against the Indemnifying Party (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available): (a) the factual basis for the Direct Claim or Third Party Claim, as the case may be; and (b) the amount of the potential Losses Damages arising therefrom, if known. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive a Claim Notice in time to effectively to contest the determination of any liability susceptible of being contested or to assert a right to recover an amount under applicable insurance coverage, then the liability of the Indemnifying Party to the Indemnified Party under this Article 7 5 shall be reduced only to the extent that Losses Damages are actually incurred by the Indemnifying Party resulting from the Indemnified Party’s failure to give the Claim Notice on a timely basis. Nothing in this Section 7.4 shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Section 7.5(1) and Section 7.5(2) in order to permit recovery pursuant to Section 7.2(a) or Section 7.3(a) as the case may be.this