Common use of Claim Notice Clause in Contracts

Claim Notice. An Indemnified Party shall give each Indemnifying Party from whom indemnification is sought prompt written notice (a "Claim Notice") of any claim, demand, action, suit, proceeding or discovery of fact upon which the Indemnified Party intends to base the claim for indemnification under this ARTICLE VII, which shall contain (i) a description and a good faith estimate of the amount of any Damages incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under this ARTICLE VII for such Damages, and (iii) a demand for payment, provided, however, that no failure or delay to give such Claim Notice shall excuse any Indemnifying Party from any obligation hereunder except to the extent the Indemnifying Party is materially and actually prejudiced by such failure. Buyer, Seller and the Principals agree that the procedures set forth in the Escrow Agreement with respect to Claim Notices and responses thereto shall govern all claims made against the Escrow Payment. Notwithstanding anything to the contrary, prior to Buyer's performance of any Seller Warranty Liabilities, Buyer shall provide to Seller and the Principals (w) notice of and copy of any warranty claim that Buyer claims to be a Seller Warranty Liability, (x) the Contract and the warranty giving rise to such warranty claim and any related documentation, (y) an opportunity to review with Buyer the information in clauses (w) and (x), and (z) a reasonable opportunity to communicate with Buyer regarding the scope of work and potential solutions in respect of such warranty claim, and then only thereafter, and if such becomes a Seller Warranty Liability, Buyer will be entitled to claim indemnification pursuant to Section 7.01(a)(iv).

Claim Notice. An Indemnified Party Indemnitee shall give each provide Notice to the indemnifying party, within ten (10) days after receiving written notice of the commencement of any legal action or of any claims or threatened claims against such Indemnitee in respect of which indemnification may be sought pursuant to the foregoing provisions of this Article 23 or any other provision of this Agreement providing for an indemnity (such notice, a “Claim Notice”). The Indemnitee’s failure to give, or tardiness in giving, such Claim Notice will reduce the liability of the Indemnifying Party from whom indemnification is sought prompt written notice (a "Claim Notice") of any claim, demand, action, suit, proceeding or discovery of fact upon which the Indemnified Party intends to base the claim for indemnification under this ARTICLE VII, which shall contain (i) a description and a good faith estimate of only by the amount of any Damages incurred or reasonably expected damages proven to be incurred attributable and prejudicial to such failure or tardiness, but shall not otherwise relieve the indemnifying party from any liability that it may have under this Agreement. In case any such claim or legal action shall be 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 defense of the claim that 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 Indemnified 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. 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, (iia) a statement that the Indemnified Party is entitled 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 indemnification under this ARTICLE VII for such Damages, and (iii) a demand for payment, 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 party bringing such claim or other proceedings of all Indemnitees; and (ii) the indemnifying party shall EXECUTION COPY 100 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 assume or to diligently prosecute the defense of any claim, no failure or delay to give such Claim Notice shall excuse any Indemnifying Party from any obligation hereunder except Indemnitee seeking reimbursement pursuant to the extent foregoing indemnity shall, without the Indemnifying Party prior written consent of the indemnifying party, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding for which indemnity is materially and actually prejudiced by afforded hereunder unless such failure. Buyer, Seller and the Principals agree Indemnitee reasonably believes that the procedures set forth matter in the Escrow Agreement with respect to Claim Notices and responses thereto question involves potential criminal liability against such Indemnitee. The Indemnitee shall govern all claims made against the Escrow Payment. Notwithstanding anything provide reasonable assistance to the contraryindemnifying party when the indemnifying party so requests, prior to Buyer's performance of any Seller Warranty Liabilitiesat the indemnifying party’s expense, Buyer shall provide to Seller and the Principals (w) notice of and copy of any warranty claim that Buyer claims to be a Seller Warranty Liability, (x) the Contract and the warranty giving rise to in connection with such warranty claim and any related documentation, (y) an opportunity to review with Buyer the information in clauses (w) and (x), and (z) a reasonable opportunity to communicate with Buyer regarding the scope of work and potential solutions in respect of such warranty legal action or claim, and then only thereafter, and if such becomes a Seller Warranty Liability, Buyer will be entitled including executing any powers-of-attorney or other documents required by the indemnifying party with regard to claim indemnification pursuant to Section 7.01(a)(iv)the defense or indemnity obligations.

Claim Notice. An Indemnified Party 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 give each Indemnifying Party be entitled to indemnification against a Loss arising from the breach of any representations or warranties of any other party unless the party seeking indemnification shall have given to the party from whom indemnification is being sought prompt written a claim notice relating to such Loss (a "Claim Notice") prior to expiration of any claim, demand, action, suit, proceeding the representation or discovery of fact warranty upon which the Indemnified Party intends claim is based. The Claim Notice shall be given reasonably promptly (but, in the case of a third party claim against the indemnified party, within 15 days after the indemnified party has received written notification of such claim) after the party seeking indemnity becomes aware of the facts indicating that a claim for indemnification may be warranted. Each Claim Notice shall specify in reasonable detail (to base the extent known) the nature of the claim, the applicable provision(s) of this Agreement or other instrument under which the claim for indemnification indemnity arises, and, if possible, the amount or the estimated amount thereof. The failure of any indemnified party to give a Claim Notice shall not relieve the indemnifying party of its obligations under this ARTICLE VIISection 11, which shall contain (i) a description and a good faith estimate of except to the amount of any Damages incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a statement extent that the Indemnified Party indemnified or indemnifying party is entitled 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 under this ARTICLE VII for such Damages, and (iii) a demand for payment, obligation with respect thereto; provided, however, that no failure (a) 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 expense of the indemnifying party if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct or delay the indemnified party is otherwise adversely affected thereby. In any event, if the indemnifying party fails to give take reasonable steps necessary to defend diligently the action or proceeding within 20 days after receiving the notice from such Claim Notice shall excuse any Indemnifying Party from any indemnified party that the indemnifying party has failed to do so, the indemnified party may assume such defense or other indemnification obligation hereunder except to the extent the Indemnifying Party is materially and actually prejudiced by such failure. Buyer, Seller and the Principals agree that fees and expenses of its attorneys will be covered by the procedures set forth indemnity provided for in the Escrow Agreement with respect to Claim Notices and responses thereto shall govern all claims made against the Escrow Paymentthis Section 11. Notwithstanding anything in this Section 11 to the contrary, prior the indemnifying party shall not, without the written consent of the indemnified 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 indemnified party is an actual or potential party to Buyer's performance such action or claim) or consent to the entry of any Seller Warranty Liabilitiesjudgment (1) which does not, Buyer shall provide to Seller and the Principals (w) notice of and copy of extent that an indemnified party may have any warranty claim that Buyer claims to be a Seller Warranty Liability, (x) the Contract and the warranty giving rise liability with respect to such warranty claim and any related documentationaction or claim, (y) include as an opportunity unconditional term thereof the delivery by the claimant or plaintiff to review with Buyer the information in clauses (w) and (x), and (z) indemnified party of a reasonable opportunity to communicate with Buyer regarding the scope of work and potential solutions written release from all liability in respect of such warranty action or claim, (ii) which includes any statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party, or (iii) in any manner that involves any injunctive relief against the indemnified party or may materially and then only thereafteradversely affect the indemnified party. Notwithstanding anything in this Section 11 to the contrary, and if such becomes a Seller Warranty Liabilitythe indemnified party may not compromise or settle any claim without the prior written consent of the indemnifying party (which consent shall not be unreasonably withheld or delayed), Buyer will unless the sole relief granted is equitable relief for which the indemnifying party would have no liability or to which the indemnifying party would not be entitled to claim indemnification pursuant to Section 7.01(a)(iv)subject.

Claim Notice. An Indemnified Party shall give each Indemnifying Party from whom indemnification is sought prompt written notice (a "“Claim Notice"”) of any claim, demand, action, suit, proceeding or discovery of fact upon which the Indemnified Party intends to base the claim for indemnification under this ARTICLE VIIIX, which shall contain (i) a description and a good faith estimate of the amount of any Damages incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under this ARTICLE VII IX for such Damages, and (iii) a demand for payment, provided, however, that no failure or delay to give such Claim Notice shall excuse any Indemnifying Party from any obligation hereunder except to the extent the Indemnifying Party is materially and actually prejudiced by such failure. Buyer, Buyer and Seller and the Principals agree that the procedures set forth in the Escrow Agreement with respect to Claim Notices and responses thereto shall govern all claims made against the Escrow Payment. Notwithstanding anything to the contrary, prior to Buyer's ’s performance of any Seller Warranty Liabilities, Buyer shall provide to Seller and the Principals (w) notice of and copy of any warranty claim that Buyer claims to be a Seller Warranty Liability, (x) the Contract and the warranty giving rise to such warranty claim and any related documentation, (y) an opportunity to review with Buyer the information in clauses (w) and (x), and (z) a reasonable opportunity to communicate with Buyer regarding the scope of work and potential solutions in respect of such warranty claim, and then only thereafter, and if such becomes a Seller Warranty Liability, Buyer will be entitled to claim indemnification pursuant to Section 7.01(a)(iv9.01(a)(iv).

Claim Notice. An Indemnified Party 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 give each Indemnifying Party be entitled to indemnification against a Loss arising from the breach of any representations or warranties of any other party unless the party seeking indemnification shall have given to the party from whom indemnification is being sought prompt written a claim notice relating to such Loss (a "Claim Notice") prior to expiration of any claim, demand, action, suit, proceeding the representation or discovery of fact warranty upon which the Indemnified Party intends claim is based. The Claim Notice shall be given reasonably promptly (but, in the case of a third party claim against the indemnified party, within 15 days after the indemnified party has received written notification of such claim) after the party seeking indemnity becomes aware of the facts indicating that a claim for indemnification may be warranted. Each Claim Notice shall specify in reasonable detail (to base the extent known) the nature of the claim, the applicable provision(s) of this Agreement or other instrument under which the claim for indemnification indemnity arises, and, if possible, the amount or the estimated amount thereof. The failure of any indemnified party to give a Claim Notice shall not relieve the indemnifying party of its obligations under this ARTICLE VIISection 9, which shall contain (i) a description and a good faith estimate of except to the amount of any Damages incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a statement extent that the Indemnified Party indemnified or indemnifying party is entitled 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 under this ARTICLE VII for such Damages, and (iii) a demand for payment, obligation with respect thereto; provided, however, that no failure (a) 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 expense of the indemnifying party if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct or delay the indemnified party is otherwise adversely affected thereby. In any event, if the indemnifying party fails to give take reasonable steps necessary to defend diligently the action or proceeding within 20 days after receiving the notice from such Claim Notice shall excuse any Indemnifying Party from any indemnified party that the indemnifying party has failed to do so, the indemnified party may assume such defense or other indemnification obligation hereunder except to the extent the Indemnifying Party is materially and actually prejudiced by such failure. Buyer, Seller and the Principals agree that fees and expenses of its attorneys will be covered by the procedures set forth indemnity provided for in the Escrow Agreement with respect to Claim Notices and responses thereto shall govern all claims made against the Escrow Paymentthis Section 9. Notwithstanding anything in this Section 9 to the contrary, prior the indemnifying party shall not, without the written consent of the indemnified 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 indemnified party is an actual or potential party to Buyer's performance such action or claim) or consent to the entry of any Seller Warranty Liabilitiesjudgment (i) which does not, Buyer shall provide to Seller and the Principals (w) notice of and copy of extent that an indemnified party may have any warranty claim that Buyer claims to be a Seller Warranty Liability, (x) the Contract and the warranty giving rise liability with respect to such warranty claim and any related documentationaction or claim, (y) include as an opportunity unconditional term thereof the delivery by the claimant or plaintiff to review with Buyer the information in clauses (w) and (x), and (z) indemnified party of a reasonable opportunity to communicate with Buyer regarding the scope of work and potential solutions written release from all liability in respect of such warranty action or claim, (ii) which includes any statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party, or (iii) in any manner that involves any injunctive relief against the indemnified party or may materially and then only thereafteradversely affect the indemnified party. Notwithstanding anything in this Section 9 to the contrary, and if such becomes a Seller Warranty Liabilitythe indemnified party may not compromise or settle any claim without the prior written consent of the indemnifying party (which consent shall not be unreasonably withheld or delayed), Buyer will unless the sole relief granted is equitable relief for which the indemnifying party would have no liability or to which the indemnifying party would not be entitled to claim indemnification pursuant to Section 7.01(a)(iv)subject.

Claim Notice. An If an Indemnified Party shall Person has incurred or suffered Damages for which it is or may be entitled to indemnification hereunder, such Indemnified Person shall, during the Indemnity Period, give each Indemnifying Party from whom indemnification is sought prompt written notice of such claim (a "Claim Notice") to the Indemnification Representative (as defined below). Each Claim Notice shall state the amount of any claimed Damages, to the extent then known, (the "Claimed Amount") and the basis for such claim. Within 20 days after delivery of the Claim Notice, demandthe Indemnification Representative may, upon written notice thereof to the Indemnified Person, assume control of the defense of such action, suitsuit or proceeding with counsel reasonably satisfactory to the Indemnified Person, provided the Indemnification Representative acknowledges in writing to the Indemnified Person that any damages, fines, costs or other liabilities that may be assessed against the Indemnified Person in connection with such action, suit or proceeding or discovery of fact upon constitute Damages for which the Indemnified Party intends Person shall be entitled to base indemnification pursuant to this Article 5. If the Indemnification Representative does not so assume control of such defense, the Indemnified Person shall control such defense. The party not controlling such defense may participate therein at its own expense; provided that if the Indemnification Representative assumes control of such defense and the Indemnified Person reasonably concludes that the Indemnifying Persons and the Indemnified Person have conflicting interests or different defenses available with respect to such action, suit or proceeding, the reasonable fees and expenses of counsel to the Indemnified Person shall be considered "Damages" for purposes of this Agreement to the extent such fees and expenses are incurred to defend a claim for indemnification under this ARTICLE VIIwhich an Indemnified Person is entitled to indemnity hereunder. The party controlling such defense shall keep the other party advised of the status of such action, suit or proceeding and the defense thereof and shall consider in good faith recommendations made by the other party with respect thereto. The party controlling such defense shall not agree to any settlement of such action, suit or proceeding without the prior written consent of the other party, which shall contain (i) a description and a good faith estimate of the amount of any Damages incurred or reasonably expected to not be incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under this ARTICLE VII for such Damages, and (iii) a demand for payment, provided, however, that no failure or delay to give such Claim Notice shall excuse any Indemnifying Party from any obligation hereunder except to the extent the Indemnifying Party is materially and actually prejudiced by such failure. Buyer, Seller and the Principals agree that the procedures set forth in the Escrow Agreement with respect to Claim Notices and responses thereto shall govern all claims made against the Escrow Payment. Notwithstanding anything to the contrary, prior to Buyer's performance of any Seller Warranty Liabilities, Buyer shall provide to Seller and the Principals (w) notice of and copy of any warranty claim that Buyer claims to be a Seller Warranty Liability, (x) the Contract and the warranty giving rise to such warranty claim and any related documentation, (y) an opportunity to review with Buyer the information in clauses (w) and (x), and (z) a reasonable opportunity to communicate with Buyer regarding the scope of work and potential solutions in respect of such warranty claim, and then only thereafter, and if such becomes a Seller Warranty Liability, Buyer will be entitled to claim indemnification pursuant to Section 7.01(a)(iv)unreasonably withheld.

Claim Notice. An Indemnified Party 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 give each Indemnifying Party be entitled to indemnification against a Loss arising from the breach of any representations or warranties of any other party unless the party seeking indemnification shall have given to the party from whom indemnification is being sought prompt written a claim notice relating to such Loss (a "Claim Notice") prior to expiration of any claim, demand, action, suit, proceeding the representation or discovery of fact warranty upon which the Indemnified Party intends claim is based. The Claim Notice shall be given reasonably promptly (but, in the case of a third party claim against the indemnified party, within 15 days after the indemnified party has received written notification of such claim) after the party seeking indemnity becomes aware of the facts indicating that a claim for indemnification may be warranted. Each Claim Notice shall specify in reasonable detail (to base the extent known) the nature of the claim, the applicable provision(s) of this Agreement or other instrument under which the claim for indemnification indemnity arises, and, if possible, the amount or the estimated amount thereof. The failure of any indemnified party to give a Claim Notice shall not relieve the indemnifying party of its obligations under this ARTICLE VIISection 9, which shall contain (i) a description and a good faith estimate of except to the amount of any Damages incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a statement extent that the Indemnified Party indemnified party is entitled 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 under this ARTICLE VII for such Damages, and (iii) a demand for payment, obligation with respect thereto; provided, however, that no failure or delay to give such Claim Notice (a) any indemnified party shall excuse any Indemnifying Party from any obligation hereunder except to the extent the Indemnifying Party is materially and actually prejudiced by such failure. Buyer, Seller and the Principals agree that the procedures set forth in the Escrow Agreement with respect to Claim Notices and responses thereto shall govern all claims made against the Escrow Payment. Notwithstanding anything to the contrary, prior to Buyer's performance of any Seller Warranty Liabilities, Buyer shall provide to Seller and the Principals (w) notice of and copy of any warranty claim that Buyer claims to be a Seller Warranty Liability, (x) the Contract and the warranty giving rise to such warranty claim and any related documentation, (y) an opportunity to review with Buyer the information in clauses (w) and (x), and (z) a reasonable opportunity to communicate with Buyer regarding the scope of work and potential solutions in respect of such warranty claim, and then only thereafter, and if such becomes a Seller Warranty Liability, Buyer will be entitled to participate in any such claim indemnification pursuant to Section 7.01(a)(iv).with counsel of its own choice but at its own expense and (b) any indemnified

Claim Notice. An Indemnified Party 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 give each Indemnifying Party be entitled to indemnification against a Loss arising from the breach of any representations or warranties of any other party unless the party seeking indemnification shall have given to the party from whom indemnification is being sought prompt written a claim notice relating to such Loss (a "Claim Notice") prior to expiration of any claim, demand, action, suit, proceeding the representation or discovery of fact warranty upon which the Indemnified Party intends claim is based. The Claim Notice shall be given reasonably promptly (but, in the case of a third party claim against the indemnified party, within 15 days after the indemnified party has received written notification of such claim) after the party seeking indemnity becomes aware of the facts indicating that a claim for indemnification may be warranted. Each Claim Notice shall specify in reasonable detail (to base the extent known) the nature of the claim, the applicable provision(s) of this Agreement or other instrument under which the claim for indemnification indemnity arises, and, if possible, the amount or the estimated amount thereof. The failure of any indemnified party to give a Claim Notice shall not relieve the indemnifying party of its obligations under this ARTICLE VIISection 7, which shall contain (i) a description and a good faith estimate of except to the amount of any Damages incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a statement extent that the Indemnified Party indemnified party is entitled to indemnification under this ARTICLE VII for such Damages, and (iii) a demand for payment, provided, however, that no actually materially prejudiced by failure or delay to give such Claim Notice shall excuse any Indemnifying Party from any obligation hereunder except Notice. The indemnifying party may, through counsel of its own choosing and reasonably satisfactory to the extent indemnified party, assume the Indemnifying Party defense thereof or other indemnification obligation with respect thereto; PROVIDED, HOWEVER, that (a) 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 expense of the indemnifying party if representation of both parties by the same counsel is materially and actually prejudiced by otherwise inappropriate under applicable standards of professional conduct. In any event, if the indemnifying party fails to take reasonable steps necessary to defend diligently the action or proceeding within twenty days after receiving notice from such failure. Buyerindemnified party that the indemnifying party believes it has failed to do so, Seller the indemnified party may assume such defense or other indemnification obligation and the Principals agree that fees and expenses of its attorneys will be covered by the procedures set forth indemnity provided for in the Escrow Agreement with respect to Claim Notices and responses thereto shall govern all claims made against the Escrow Paymentthis Section 7. Notwithstanding anything in this Section 7 to the contrary, prior to Buyer's performance the indemnifying party shall not, without the written consent of the indemnified party, settle or compromise any Seller Warranty Liabilities, Buyer shall provide to Seller and the Principals (w) notice of and copy of any warranty pending or threatened action or claim that Buyer claims to be a Seller Warranty Liability, (x) the Contract and the warranty giving rise to such warranty claim and any related documentation, (y) an opportunity to review with Buyer the information in clauses (w) and (x), and (z) a reasonable opportunity to communicate with Buyer regarding the scope of work and potential solutions in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such warranty action or claim) or consent to the entry of any judgment (i) which does not, and then only thereafter, and if such becomes a Seller Warranty Liability, Buyer will be entitled to claim indemnification pursuant to Section 7.01(a)(iv).the extent that an

Claim Notice. An Indemnified Party shall give each Indemnifying Party from whom indemnification is sought prompt written notice (a "Claim Notice") of any claim, demand, action, suit, proceeding or discovery of fact upon which the Indemnified Party intends to base the claim for indemnification under this ARTICLE VIIVIII, which shall contain (i) a reasonably detailed description and a good faith estimate of the amount of any Damages incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a statement that stating the basis for which the Indemnified Party is entitled to indemnification under this ARTICLE VII VIII for such Damages, and (iii) a demand for payment, provided, however, that no failure or delay to give such Claim Notice shall excuse any Indemnifying Party from any obligation hereunder except to the extent the Indemnifying Party is materially and actually prejudiced by such failure. Buyer, each of the Domestic Seller Companies and the Principals Principal agree that the procedures set forth in the Escrow Agreement with respect to Claim Notices and responses thereto shall govern all claims made against the Escrow Payment. Notwithstanding anything to the contrary, prior to Buyer's performance of any Domestic Seller Companies Warranty Liabilities, Buyer shall provide to the Domestic Seller Companies and the Principals Principal (w) notice of and copy of any warranty claim that Buyer claims to be a Domestic Seller Companies Warranty Liability, (x) the Contract and the warranty giving rise to such warranty claim and any related documentation, (y) an opportunity to review with Buyer the information in clauses (w) and (x), and (z) a reasonable opportunity to communicate with Buyer regarding the scope of work and potential solutions in respect of such warranty claim, and then only thereafter, and if such becomes a Domestic Seller Companies Warranty Liability, Buyer will be entitled to claim indemnification pursuant to Section 7.01(a)(iv8.01(a)(iv).

Claim Notice. An Indemnified Party 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 give each Indemnifying Party be entitled to indemnification against a Loss arising from the breach of any representations or warranties of any other party unless the party seeking indemnification shall have given to the party from whom indemnification is being sought prompt written a claim notice relating to such Loss (a "Claim Notice") prior to expiration of any claim, demand, action, suit, proceeding the representation or discovery of fact warranty upon which the Indemnified Party intends claim is based. The Claim Notice shall be given reasonably promptly (but, in the case of a third party claim against the indemnified party, within 15 days after the indemnified party has received written notification of such claim) after the party seeking indemnity becomes aware of the facts indicating that a claim for indemnification may be warranted. Each Claim Notice shall specify in reasonable detail (to base the extent known) the nature of the claim, the applicable provision(s) of this Agreement or other instrument under which the claim for indemnification indemnity arises, and, if possible, the amount or the estimated amount thereof. The failure of any indemnified party to give a Claim Notice shall not relieve the indemnifying party of its obligations under this ARTICLE VIISection 9, which shall contain (i) a description and a good faith estimate of except to the amount of any Damages incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a statement extent that the Indemnified Party indemnified or indemnifying party is entitled 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 under this ARTICLE VII for such Damages, and (iii) a demand for payment, obligation with respect thereto; provided, however, that no failure (a) 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 expense of the indemnifying party if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct or delay the indemnified party is otherwise adversely affected thereby. In any event, if the indemnifying party fails to give take reasonable steps necessary to defend diligently the action or proceeding within 20 days after receiving the notice from such Claim Notice shall excuse any Indemnifying Party from any indemnified party that the indemnifying party has failed to do so, the indemnified party may assume such defense or other indemnification obligation hereunder except to the extent the Indemnifying Party is materially and actually prejudiced by such failure. Buyer, Seller and the Principals agree that fees and expenses of its attorneys will be covered by the procedures set forth indemnity provided for in the Escrow Agreement with respect to Claim Notices and responses thereto shall govern all claims made against the Escrow Paymentthis Section 9. Notwithstanding anything in this Section 9 to the contrary, prior the indemnifying party shall not, without the written consent of the indemnified 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 indemnified party is an actual or potential party to Buyer's performance such action or claim) or consent to the entry of any Seller Warranty Liabilitiesjudgment (i) which does not, Buyer shall provide to Seller and the Principals (w) notice of and copy of extent that an indemnified party may have any warranty claim that Buyer claims to be a Seller Warranty Liability, (x) the Contract and the warranty giving rise liability with respect to such warranty claim and any related documentationaction or claim, (y) include as an opportunity unconditional term thereof the delivery by the claimant or plaintiff to review with Buyer the information in clauses (w) and (x), and (z) indemnified party of a reasonable opportunity to communicate with Buyer regarding the scope of work and potential solutions written release from all liability in respect of such warranty action or claim, (ii) which includes any statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party, or (iii) in any manner that involves any injunctive relief against the indemnified party or may materially and then only thereafteradversely affect the indemnified party. Notwithstanding anything in this Section 9 to the contrary, and if such becomes a Seller Warranty Liabilitythe indemnified party may not compromise or settle any claim without the prior written consent of the indemnifying party (which consent shall not be unreasonably withheld or delayed), Buyer will unless the sole relief granted is equitable relief for which the indemnifying party would have no liability or to which the indemnifying party would not be entitled to claim indemnification pursuant to Section 7.01(a)(iv)subject.

Claim Notice. An Indemnified Party indemnitee hereunder shall give each Indemnifying Party from whom indemnification is sought prompt provide Notice to the indemnifying party, within ten (10) Days after receiving written notice of the commencement of any legal action or of any claims or threatened claims against such indemnitee in respect of which indemnification may be sought pursuant to the foregoing provisions of this Article 25 or any other provision of this Contract providing for an indemnity (such notice, a "“Claim Notice") ”). The indemnitee’s failure to give, or tardiness in giving, such Claim Notice will reduce the liability of any claim, demand, action, suit, proceeding or discovery of fact upon which the Indemnified Party intends to base the claim for indemnification under this ARTICLE VII, which shall contain (i) a description and a good faith estimate of indemnifying party by the amount of damages attributable to such failure or tardiness, but shall not otherwise relieve the indemnifying party from any Damages incurred liability that it may have under this Contract. In case any such claim or reasonably expected 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 indemnitee 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 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. 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 attorneys’ fees of the indemnitee’s counsel and any amount determined to be incurred owed by the Indemnified Partyindemnitee 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 foregoing, (iia) a statement that the Indemnified Party is entitled 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 “Q-1” or Exhibit “Q-2”, as applicable, as to indemnification under this ARTICLE VII for such Damages, and (iii) a demand for payment, which it has assumed the defense; 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 preceding sentence concerning the indemnifying party’s failure to assume or to diligently prosecute the defense of any claim, no failure or delay to give such Claim Notice shall excuse any Indemnifying Party from any obligation hereunder except indemnitee seeking reimbursement pursuant to the extent foregoing indemnity shall, without the Indemnifying Party prior written consent of the indemnifying party, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding for which indemnity is materially and actually prejudiced by afforded hereunder unless such failure. Buyer, Seller and the Principals agree indemnitee reasonably believes that the procedures set forth matter in the Escrow Agreement with respect to Claim Notices and responses thereto question involves potential criminal liability. The indemnitee shall govern all claims made against the Escrow Payment. Notwithstanding anything provide reasonable assistance to the contraryindemnifying party when the indemnifying party so requests, prior to Buyer's performance of any Seller Warranty Liabilitiesat the indemnifying party’s expense, Buyer shall provide to Seller and the Principals (w) notice of and copy of any warranty claim that Buyer claims to be a Seller Warranty Liability, (x) the Contract and the warranty giving rise to in connection with such warranty claim and any related documentation, (y) an opportunity to review with Buyer the information in clauses (w) and (x), and (z) a reasonable opportunity to communicate with Buyer regarding the scope of work and potential solutions in respect of such warranty legal action or claim, and then only thereafter, and if such becomes a Seller Warranty Liability, Buyer will be entitled including executing any powers-of-attorney or other documents required by the indemnifying party with regard to claim indemnification pursuant to Section 7.01(a)(iv)the defense or indemnity obligations.