Common use of Claim Notice Clause in Contracts

Claim Notice. If an Indemnified Party (i) becomes aware of any act, omission or state of facts that has given rise to Damages in respect of which a right of indemnification is provided for under this Article 4, 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 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 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 alleged Damages or potential 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 4 shall be reduced only to the extent that 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 4.4 shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Sections 4.6(1) and 4.6(2) in order to permit recovery pursuant to Section 4.2(a) or 4.3(a) as the case may be.

Claim Notice. If an Indemnified Party (i) becomes aware of any act, omission or state of facts that has given may give rise to Damages Losses in respect of which a right of indemnification is provided or a claim for breach of warranty is permitted for under this Article 4, 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)9, a Party entitled to and seeking indemnification pursuant to the terms of this Agreement (the “4.2(gIndemnified Party”) 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 responsible for indemnifying the Indemnified Party prior (the “Indemnifying Party”) of any claim for indemnification pursuant to the date the Claim Notice is deliveredSections 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 Indemnification Claim or Damages have arisen or the potential Damages arise, as applicable, Claim arises 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 Damages arise, as applicable, 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 alleged the potential Damages Claim (“Damages”) or potential Damages, as applicable, 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 4 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 4.4 shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Sections 4.6(1) and 4.6(2) in order to permit recovery pursuant to Section 4.2(a) or 4.3(a) as the case may be.

Claim Notice. 9.4.1 If an Indemnified Party (i) becomes aware of any act, omission or state of facts that has given may give rise to Damages in respect of which a right of indemnification is provided for under this Article 4, 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”)9, 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 Damages arise, as applicable, arise 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 Damages arise, as applicable, 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 alleged the potential Damages or potential Damages, as applicable, 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 4 9 shall be reduced only to the extent that 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 4.4 9.2 shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Sections 4.6(1) and 4.6(2) 9.5 in order to permit recovery pursuant to Section 4.2(a) or 4.3(a) as the case may be9.2.

Claim Notice. If an In the event that (a) a Party seeking indemnification (the “Indemnified Party (iParty”) becomes aware of the existence of any act, omission Claim for which indemnification may be sought under Section 8.1 or state of facts that has given rise to Damages in respect of which a right of indemnification is provided for under this Article 4Section 8.2 (an “Indemnification Claim”), or (iib) receives correspondence from any legal proceedings shall be instituted, or any Claim shall be asserted, by any Person not a Governmental Authority that may be reasonably expected Party to, and not affiliated with any Party to, this Agreement with respect to give rise to Damages in respect of which a right of indemnification is provided for under Section 4.2(g) an Indemnification Claim (any such act, omission or state of facts described in this subsection (ii), a “4.2(g) MatterThird 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. For greater certainty”); provided that, except so long as such notice is given within the applicable time period described in Section 10.1, no delay on the case part 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 in giving any such notice shall relieve the Indemnifying Party of any indemnification obligation hereunder unless (and then solely to the date extent that) the Indemnifying Party is actually prejudiced by such delay. Each Claim Notice shall be in writing and (i) shall specify the basis for indemnification claimed by the Indemnified Party, including a reference to the provisions of this Agreement with respect to which such right of indemnification is claimed or arisen, (ii) if such Claim Notice is delivered. The Claim Notice shall specify whether the Damages have arisen or the potential Damages arise, as applicable, as being given with respect to 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 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 shall describe in reasonable detail such Third Party Claim and shall be accompanied by copies of alleged Damages or potential Damagesall relevant pleadings, as applicabledemands, arising therefrom, if known. If, 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 4 shall be reduced only to on account of the extent that 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 4.4 shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Sections 4.6(1) and 4.6(2) in order to permit recovery pursuant to Section 4.2(a) or 4.3(a) as the case may beIndemnification Claim.

Claim Notice. If an Indemnified Party (i) 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 has any other party unless the party seeking indemnification shall have given rise to Damages in respect of which a right of the party from whom indemnification is provided for under this Article 4, or (ii) receives correspondence from being sought a Governmental Authority that may be reasonably expected claim notice relating 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 Loss (a “"Claim Notice”") prior to expiration of the Indemnifying Partyrepresentation or warranty upon which the claim is based. For greater certaintyThe Claim Notice shall be given reasonably promptly (but, 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 third party claim against the Indemnified Party prior to indemnified party, within 15 days after the date indemnified party has received written notification of such claim) after the Claim Notice is deliveredparty seeking indemnity becomes aware of the facts indicating that a claim for indemnification may be warranted. The Each Claim Notice shall specify whether in reasonable detail (to the Damages have arisen extent known) the 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 potential Damages ariseestimated amount thereof. The failure of any indemnified party to give a Claim Notice shall not relieve the indemnifying party of its obligations under this Section 9, 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 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 (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 alleged Damages or potential 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 4 shall be reduced only to the extent that 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 4.4 shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Sections 4.6(1) and 4.6(2) in order to permit recovery pursuant to Section 4.2(a) or 4.3(a) as the case may be.indemnified

Claim Notice. If an Indemnified Party (i) becomes aware of any act, omission or state of facts that has given may give rise to Damages in respect of which a right of indemnification is provided for under this Article 4, 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”)6, 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 Damages arise, as applicable, arise 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 Damages arise, as applicable, 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 alleged the potential Damages or potential 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 4 6 shall be reduced only to the extent that 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 4.4 6.5 shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Sections 4.6(16.6(1) and 4.6(26.6(2) in order to permit recovery pursuant to Section 4.2(a6.2(a) or 4.3(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 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 authorized representative of the Named Insured, as soon as reasonably practicable after any Specified Person has Actual Knowledge of any (i) becomes aware Breach, (ii) Third Party Claim and/or (iii) Loss, and in any event during the Policy Period or within 60 days after the Expiry Date. The Delivery of such Claim Notice to the Underwriter shall be deemed notice to the Insurer. Attached to the Claim Notice shall be a description, after reasonable inquiry, of the facts, circumstances and issues leading up to the delivery of the Claim Notice (in light of the information reasonably available to a Specified Person at the time of the Claim Notice), including a specific reference to the implicated Insured Representations (to the Actual Knowledge of a Specified Person at that time). The Insurer acknowledges that the 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 delivered to the Underwriter and that any actClaim 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, omission or state of facts that has given rise however, a Claim Notice pursuant to Damages in respect of which a right of indemnification is provided for under this Article 4, clause (i) 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 this Section 5(a) 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”) delivered to the Indemnifying PartyInsurer during the 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 Claim identified in such Claim Notice shall be deemed reported at the time such Claim Notice was received by the Insurer. For greater certainty, except in the case of a 4.2(g) Matter, a A Claim Notice may not be given in respect of potential or anticipated Damages that have not been incurred prior supplemented at any time, subject to the date the Claim Notice has been delivered except in respect terms and conditions of a Third Party Claim that has actually been made against the Indemnified Party prior to the date the Claim Notice this Policy, for an Insured after it is deliveredfirst submitted. The Claim Notice failure to list every potentially implicated Insured Representations shall specify whether not preclude the Damages have arisen Insured from seeking thereafter recovery under the Policy with respect to such Insured Representation not referenced. With respect to any documents or the potential 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 Damages arise, as applicable, as a result of a claim directly information that are protected by the Indemnified Party against attorney-client privilege, work product doctrine, or other privileges, the Indemnifying Party (a “Direct Claim”), and Insurer shall also specify cooperate in good faith with reasonable particularity (the Insured to preserve the extent that the information is available): (a) the factual basis for the Direct Claim privileged status of any such document or Third Party Claim, as the case may be; and (b) the amount of alleged Damages or potential Damages, as applicable, arising therefrom, if knowninformation. If, through the fault Without limiting any 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 foregoing cooperation obligations of the Indemnifying Party to the Indemnified Party under this Article 4 shall be reduced only to the extent that 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 Insurer or Insureds, nothing in this Section 4.4 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 Sections 4.6(1) any third party of any matter whatsoever (including any violation of law or breach of contract), and 4.6(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 4.2(a) or 4.3(a) as preserve the case may beprivileged and/or confidential status of any such information.

Claim Notice. If an Indemnified Party (i) becomes aware of any act, omission or state of facts that has given may give rise to Damages in respect of which a right of indemnification is provided for under this Article 4, 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”)6, 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 Damages arise, as applicable, arise 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 Damages arise, as applicable, 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 alleged the potential Damages or potential 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 4 6 shall be reduced only to the extent that 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 4.4 6.4 shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Sections 4.6(16.5(1) and 4.6(26.5(2) in order to permit recovery pursuant to Section 4.2(aSections 6.2(a) or 4.3(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 (i) 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 has any other party unless the party seeking indemnification shall have given rise to Damages in respect of which a right of the party from whom indemnification is provided for under this Article 4, or (ii) receives correspondence from being sought a Governmental Authority that may be reasonably expected claim notice relating 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 Loss (a “"Claim Notice”") prior to expiration of the Indemnifying Partyrepresentation or warranty upon which the claim is based. For greater certaintyThe Claim Notice shall be given reasonably promptly (but, 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 third party claim against the Indemnified Party prior to indemnified party, within 15 days after the date indemnified party has received written notification of such claim) after the Claim Notice is deliveredparty seeking indemnity becomes aware of the facts indicating that a claim for indemnification may be warranted. The Each Claim Notice shall specify whether in reasonable detail (to the Damages have arisen extent known) the 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 potential Damages ariseestimated amount thereof. The failure of any indemnified party to give a Claim Notice shall not relieve the indemnifying party of its obligations under this Section 9, 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 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 (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 alleged Damages the indemnifying 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 the 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. Notwithstanding anything in this Section 9 to the contrary, 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 Damages, as applicable, arising therefrom, if known. If, through party to such action or claim) or consent to the fault of the Indemnified Party, the Indemnifying Party does not receive a Claim Notice in time effectively to contest 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 4 shall be reduced only to the extent that Damages 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 4.4 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 Sections 4.6(1) and 4.6(2) in order to permit recovery pursuant to Section 4.2(a) or 4.3(a) as the case may besubject.

Claim Notice. If an Indemnified Party (i) becomes aware of any act, omission or state of facts that has given may give rise to Damages in respect of which a right of indemnification is provided for under this Article 4, 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”)6, 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 (if known as of the date of the Claim Notice) specify whether the Damages have arisen or the potential Damages arise, as applicable, arise 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 Damages arise, as applicable, 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 (if known as of the date of the Claim Notice and to the extent that the information is available): (a) the factual basis for the Direct Claim or Third Third-Party Claim, as the case may be; and (b) the amount of alleged the potential Damages or potential 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 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 4 6 shall be reduced only to the extent that 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 4.4 6.4 shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Sections 4.6(16.5(1) and 4.6(26.5(2) in order to permit recovery pursuant to Section 4.2(a6.2(a) or 4.3(a) 6.3(a), as the case may be.

Claim Notice. If an Indemnified Party An indemnitee hereunder shall provide Notice to the indemnifying party, within ten (i10) becomes aware Days after receiving written notice of the commencement of any act, omission legal action or state of facts that has given rise to Damages 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 425 or any other provision of this Contract providing for an indemnity (such notice, 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”). 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. For greater certaintyThe 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, except 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 case provisions of a 4.2(gthis 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 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) Matter, a Claim Notice may not be given in respect of potential or anticipated Damages that have not been incurred prior such defense. Subject to the date foregoing, (a) the Claim Notice has been delivered except indemnifying party shall control the settlement of all claims, in respect of a Third Party Claim that has actually been made against coordination with any insurer as required under the Indemnified Party prior to the date the Claim Notice is delivered. The Claim Notice shall specify whether the Damages have arisen applicable insurance policies set forth in Exhibit “Q-1” or the potential Damages ariseExhibit “Q-2”, as applicable, as to which it has assumed the defense; provided, however, that such settlement shall include a result dismissal with prejudice of a the claim by a Person against and an explicit and unconditional release from the Indemnified Party (a “Third Party Claim”) party bringing such claim or whether the Damages have arisen or the potential Damages arise, as applicable, as a result other proceedings of a claim directly by the Indemnified Party against the Indemnifying Party (a “Direct Claim”), all indemnitees; 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) except as provided in the amount of alleged Damages or potential Damages, as applicable, arising therefrom, if known. If, through preceding sentence concerning 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 4 shall be reduced only to the extent that Damages 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 4.4 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 Sections 4.6(1) and 4.6(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 4.2(a) the indemnifying party when the indemnifying party so requests, at the indemnifying party’s expense, in connection with such legal action or 4.3(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 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 (i) becomes aware of any actto be owing, omission or state of facts that has given rise to Damages in respect of which a right of indemnification is provided for under this Article 4, or (ii) receives correspondence 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 a Governmental Authority that may be the Indemnified Party any specific additional information reasonably expected necessary for it to give rise to Damages in respect of which a right of assess such indemnification is provided for under Section 4.2(g) (any such actclaim, omission or state of facts described in this subsection (ii), a “4.2(g) Matter”), and the Indemnified Party shall promptly give written notice thereof (a “Claim Notice”) to provide the Indemnifying Partyadditional information reasonably requested. For greater certainty, except in the case Upon receipt 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 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 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 alleged Damages or potential Damages, as applicable, 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 4 of any withdrawal or modification of the objection. All disputed indemnification claims shall be reduced only to the extent that Damages are actually incurred resolved by the Indemnifying Party resulting from the Indemnified Party’s failure to give the Claim Notice on Emerald and Kxxx in accordance with either (A) a timely basis. Nothing in this Section 4.4 mutual agreement between Emerald and Kxxx, which shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Sections 4.6(1memorialized in writing, or (B) and 4.6(2) litigation in order to permit recovery pursuant to accordance with Section 4.2(a) or 4.3(a) as the case may be14.8.

Claim Notice. If an Indemnified Party (i) becomes aware of any act, omission or state of facts that has given may give rise to Damages in respect of which a right of indemnification is provided for under this Article 4, 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”)5, 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 Damages arise, as applicable, arise 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 Damages arise, as applicable, 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 alleged the potential Damages or potential 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 4 5 shall be reduced only to the extent that 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 4.4 5.4 shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Sections 4.6(15.1(1) and 4.6(2) in order to permit recovery pursuant to Section 4.2(a) or 4.3(a5.1(2) as the case may be.

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 (i) becomes aware of any actto be owing, omission or state of facts that has given rise to Damages in respect of which a right of indemnification is provided for under this Article 4, or (ii) receives correspondence 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 a Governmental Authority that may be the Indemnified Party any specific additional information reasonably expected necessary for it to give rise to Damages in respect of which a right of assess such indemnification is provided for under Section 4.2(g) (any such actclaim, omission or state of facts described in this subsection (ii), a “4.2(g) Matter”), and the Indemnified Party shall promptly give written notice thereof (a “Claim Notice”) to provide the Indemnifying Partyadditional information reasonably requested. For greater certainty, except in the case Upon receipt 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 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 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 alleged Damages or potential Damages, as applicable, 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 4 of any withdrawal or modification of the objection. All disputed indemnification claims shall be reduced only to the extent that Damages 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 4.4 mutual agreement between Buyer and Sellers, which shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Sections 4.6(1memorialized in writing, or (B) and 4.6(2) final arbitration in order to permit recovery pursuant to accordance with Section 4.2(a) or 4.3(a) as the case may be15.12.

Claim Notice. If an Indemnified Party (i) becomes aware Upon obtaining knowledge of any act, omission Claim or state item of facts that Damages which has given rise to Damages in respect of which a right of indemnification is provided for under this Article 4to, or (ii) receives correspondence from a Governmental Authority that may be could 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)to, a “4.2(g) Matter”)claim for indemnification or reimbursement hereunder, the Person entitled to indemnification or reimbursement 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 indemnification or reimbursement hereunder or, solely for the purpose of claims against the Indemnification Escrow Funds, to the Member Representative (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 include a description of the Damages have arisen paid or the potential Damages arise, as applicable, as a result of a claim incurred by a Person against the Indemnified Party (a “Third Party Claim”) or whether the Damages have arisen or the potential 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 alleged Damages or potential Damages, as applicable, arising therefrom, if known. If, through the fault of the Indemnified Party, the Indemnifying date when such Damages were paid or incurred, the nature of the basis for indemnification or reimbursement therefor, a good faith estimate of the amount of the claim (or, if it is not practicable to determine such estimate, the amount proposed in good faith to be reserved with respect to such claim), and all material facts related to such Damages. The Indemnified Party does not receive a Claim Notice in time effectively shall furnish 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 in good faith and in reasonable detail such information as the Indemnified Party under this Article 4 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 in the performance of the foregoing shall be reduced only reduce or otherwise affect the indemnification or reimbursement obligations hereunder, except to the extent that Damages are actually incurred by such failure or delay shall have adversely affected the Indemnifying Party resulting from Party's ability to defend against, settle or satisfy any liability, damage, loss, claim or demand for which the Indemnified Party’s failure Party is entitled to give the Claim Notice on a timely basis. Nothing in this Section 4.4 shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Sections 4.6(1) and 4.6(2) in order to permit recovery pursuant to Section 4.2(a) indemnification or 4.3(a) as the case may bereimbursement hereunder.

Claim Notice. If an Indemnified Party (i) becomes aware of any act, omission or state of facts that has given may give rise to Damages in respect of which a right of indemnification is provided for under this Article 4, 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 Damages arise, as applicable, arise 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 Damages arise, as applicable, 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 alleged the potential Damages or potential 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 4 shall be reduced only to the extent that 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 4.4 shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Sections 4.6(14.5(1) and 4.6(24.5(2) in order to permit recovery pursuant to Section 4.2(a) or 4.3(a) as the case may be.

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 (i) becomes aware of any actto be owing, omission or state of facts that has given rise to Damages in respect of which a right of indemnification is provided for under this Article 4, or (ii) receives correspondence 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 a Governmental Authority that may be the Indemnified Party any specific additional information reasonably expected necessary for it to give rise to Damages in respect of which a right of assess such indemnification is provided for under Section 4.2(g) (any such actclaim, omission or state of facts described in this subsection (ii), a “4.2(g) Matter”), and the Indemnified Party shall promptly give written notice thereof (a “Claim Notice”) to provide the Indemnifying Partyadditional information reasonably requested. For greater certainty, except in the case Upon receipt 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 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 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 alleged Damages or potential Damages, as applicable, 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 4 of any withdrawal or modification of the objection. All disputed indemnification claims shall be reduced only to the extent that Damages 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 4.4 mutual agreement between Emerald and Liberty, which shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Sections 4.6(1memorialized in writing, or (B) and 4.6(2) final arbitration in order to permit recovery pursuant to accordance with Section 4.2(a) or 4.3(a) as the case may be15.13.

Claim Notice. (1) If an Indemnified Party (i) becomes aware of any act, omission or state of facts that has given may give rise to Damages in respect of which a right of indemnification is provided for under this Article 4, 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”)5, 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 Damages arise, as applicable, arise 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 Damages arise, as applicable, 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 alleged the potential Damages or potential 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 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 4 5 shall be reduced only to the extent that 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 4.4 shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Sections 4.6(1) and 4.6(2) in order to permit recovery pursuant to Section 4.2(a) or 4.3(a) as the case may be.this

Claim Notice. If an Indemnified Party An Indemnitee shall provide Notice to the indemnifying party, within ten (i10) becomes aware days after receiving written notice of the commencement of any act, omission legal action or state of facts that has given rise to Damages 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 423 or any other provision of this Agreement providing for an indemnity (such notice, 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”) ). The Indemnitee’s failure to the Indemnifying Party. For greater certaintygive, except or tardiness in the case of a 4.2(g) Mattergiving, a such 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 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 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 alleged Damages or potential 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 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 4 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 Damages 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 4.4 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 Sections 4.6(1) and 4.6(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 4.2(a) the indemnifying party when the indemnifying party so requests, at the indemnifying party’s expense, in connection with such legal action or 4.3(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 by a third Person (ia “Third-Party Claim”) becomes aware of any act, omission or state of facts that has given rise to Damages in respect of which a right of any matter that is subject to indemnification is provided for under this Article 4, 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 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. For greater certainty, except in the case The failure of a 4.2(g) Matter, an Indemnified Party to timely provide a Claim Notice may shall not be given in respect affect the right 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 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 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 (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 alleged Damages or potential Damagesthe Indemnifying Party, as applicable, arising therefromwhich 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 4 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 Damages 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 4.4 shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Sections 4.6(115.6(a) and 4.6(2) in order to permit recovery pursuant to Section 4.2(a) or 4.3(a) as the case may be10.9, Section 10.9 will control.

Claim Notice. If an Indemnified Party (i) becomes aware of any act, omission or state of facts that has given may give rise to Damages in respect of which a right of indemnification is provided for under this Article 4, 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”)6, 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 (if known as of the date of the Claim Notice) specify whether the Damages have arisen or the potential Damages arise, as applicable, arise 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 Damages arise, as applicable, 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 (if known as of the date of the Claim Notice and 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 alleged the potential Damages or potential 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 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 4 6 shall be reduced only to the extent that 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 4.4 6.4 shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Sections 4.6(16.5(1) and 4.6(26.5(2) in order to permit recovery pursuant to Section 4.2(a6.2(a), 6.2(d) or 4.3(a6.3(a) as the case may be.

Claim Notice. If an Indemnified Party (i) becomes aware of any act, omission or state of facts that has given may give rise to Damages in respect of which a right of indemnification is provided for under this Article 4, 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”)6, 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 Damages arise, as applicable, arise 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 Damages arise, as applicable, 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 alleged the potential Damages or potential 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 4 6 shall be reduced only to the extent that 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 4.4 6.4 shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Sections 4.6(16.6(1) and 4.6(26.6(2) in order to permit recovery pursuant to Section 4.2(a6.2(a) or 4.3(a6.3(a) as the case may be.

Claim Notice. If an any Buyer Indemnified Party or Seller Indemnified Party (ihereinafter the “Indemnified Party”) (a) becomes aware 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 has given rise to Damages 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 under this Article 4, or (ii) receives correspondence from a Governmental Authority that indemnity may be reasonably expected to give rise to Damages in respect of which a right of indemnification is provided for sought under Section 4.2(g) (any such act, omission 11.1 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 Damages arise, as applicable, as a result of a claim by a Person against the Indemnified Party Section 11.2 (a “Third Party Claim”); or (b) or whether the Damages shall DAC11719918 have arisen or the potential Damages arise, as applicable, as a result of 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 alleged Damages Loss suffered or potential Damagesincurred by the Indemnified 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, as applicablehowever, arising therefrom, 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 4 shall be reduced only to the extent that Damages 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 4.4 11 shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Sections 4.6(1) and 4.6(2) in order to permit recovery pursuant to Section 4.2(a) or 4.3(a) as the case may bereduced accordingly.

Claim Notice. If an Indemnified Party (i) becomes aware of any act, omission or state of facts that has given may give rise to Damages in respect of which a right of indemnification is provided for under this Article 4, 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”)6, 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 Damages arise, as applicable, arise 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 Damages arise, as applicable, 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 alleged the potential Damages or potential 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 4 6 shall be reduced only to the extent that 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 4.4 6.8 shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Sections 4.6(16.9(1) and 4.6(26.9(2) in order to permit recovery pursuant to Section 4.2(a6.4(a) or 4.3(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 an Indemnified Party (i) becomes aware of any act, omission or state of facts that has given may give rise to Damages in respect of which a right of indemnification is provided for under this Article 4, 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”)6, 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 Damages arise, as applicable, arise 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 Damages arise, as applicable, 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 alleged the potential Damages or potential 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 4 6 shall be reduced only to the extent that 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 4.4 6.5 shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Sections 4.6(16.6(1) and 4.6(26.6(2) in order to permit recovery pursuant to Section 4.2(a6.2(a) or 4.3(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 (i) becomes aware of any act, omission or state of facts that has given rise to Damages in respect of which a right of indemnification is provided for under this Article 4, or (ii) receives correspondence from a Governmental Authority that may reasonably be reasonably expected to give rise to Damages in respect of which a right of indemnification is provided for under Section 4.2(g) this Article 6 (irrespective of any such act, omission or state of facts described in monetary limitations under this subsection (ii), a “4.2(g) Matter”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. 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 Damages arise, as applicable, arise 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 Damages arise, as applicable, 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 alleged the potential Damages or potential Damages, as applicable, 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 4 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 Damages 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 4.4 6.4 shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Sections 4.6(16.5(1) and 4.6(26.5(2) in order to permit recovery pursuant to Section 4.2(aSections 6.2(a), 6.2(b), 6.3(a) or 4.3(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 an Indemnified Party (i) 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 has any other party unless the party seeking indemnification shall have given rise to Damages in respect of which a right of the party from whom indemnification is provided for under this Article 4, or (ii) receives correspondence from being sought a Governmental Authority that may be reasonably expected claim notice relating 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 Loss (a “"Claim Notice”") prior to expiration of the Indemnifying Partyrepresentation or warranty upon which the claim is based. For greater certaintyThe Claim Notice shall be given reasonably promptly (but, 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 third party claim against the Indemnified Party prior to indemnified party, within 15 days after the date indemnified party has received written notification of such claim) after the Claim Notice is deliveredparty seeking indemnity becomes aware of the facts indicating that a claim for indemnification may be warranted. The Each Claim Notice shall specify whether in reasonable detail (to the Damages have arisen extent known) the 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 potential Damages ariseestimated amount thereof. The failure of any indemnified party to give a Claim Notice shall not relieve the indemnifying party of its obligations under this Section 7, 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 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 (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 alleged Damages the indemnifying party if representation of both parties by the same counsel is 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 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. Notwithstanding anything in this Section 7 to the contrary, 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 Damages, as applicable, arising therefrom, if known. If, through party to such action or claim) or consent to the fault of the Indemnified Party, the Indemnifying Party does not receive a Claim Notice in time effectively to contest 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 4 shall be reduced only to the extent that 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 4.4 shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Sections 4.6(1) and 4.6(2) in order to permit recovery pursuant to Section 4.2(a) or 4.3(a) as the case may be.an

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 (i) becomes aware of any actto be owing, omission or state of facts that has given rise to Damages in respect of which a right of indemnification is provided for under this Article 4, or (ii) receives correspondence 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 a Governmental Authority that may be the Indemnified Party any specific additional information reasonably expected necessary for it to give rise to Damages in respect of which a right of assess such indemnification is provided for under Section 4.2(g) (any such actclaim, omission or state of facts described in this subsection (ii), a “4.2(g) Matter”), and the Indemnified Party shall promptly give written notice thereof (a “Claim Notice”) to provide the Indemnifying Partyadditional information reasonably requested. For greater certainty, except in the case Upon receipt 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 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 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 alleged Damages or potential Damages, as applicable, 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 4 of any withdrawal or modification of the objection. All disputed indemnification claims shall be reduced only to the extent that Damages 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 4.4 mutual agreement between Buyer and Seller, which shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Sections 4.6(1memorialized in writing, or (B) and 4.6(2) final arbitration in order to permit recovery pursuant to accordance with Section 4.2(a) or 4.3(a) as the case may be15.13.

Claim Notice. If an Indemnified Party (i) becomes aware Upon obtaining knowledge of any act, omission or state item of facts that Losses which has given rise to Damages in respect of which a right of indemnification is provided for under this Article 4to, or (ii) receives correspondence from a Governmental Authority that may be could 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)to, a “4.2(gclaim for indemnification or reimbursement hereunder, the person entitled to reimbursement or indemnification hereunder (the "Indemnified Party") Matter”shall, as promptly as reasonably practicable after obtaining such knowledge, give written notice of such claim (a "Claim Notice") to the person responsible for providing reimbursement or indemnification hereunder (the "Indemnifying Party"), . The Claim Notice shall include whether the Indemnified Party shall promptly give written notice thereof has paid or incurred Losses, the date when such Losses were paid or incurred (a “Claim Notice”) to the Indemnifying Party. For greater certainty, except or in the case of a 4.2(g) Matterthird party claim, 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 on which the Indemnified Party prior 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 (or, if it is not practicable to determine such estimate, the date the Claim Notice is delivered. The Claim Notice shall specify whether the Damages have arisen or the potential Damages arise, as applicable, as a result of a claim by a Person against 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 (a “Third Party Claim”) including copies of any summons, complaint or whether other pleading which may have been served on it and any written claim, demand, invoice, billing or other document evidencing or asserting the Damages have arisen same). No failure or the potential Damages arise, as applicable, as a result of a claim directly 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 alleged Damages or potential Damages, as applicable, 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 4 shall be reduced only is entitled to the extent that 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 4.4 shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Sections 4.6(1) and 4.6(2) in order to permit recovery pursuant to Section 4.2(a) indemnification or 4.3(a) as the case may bereimbursement hereunder.

Claim Notice. If an Indemnified Party (i) becomes aware of any act, omission or state of facts that has given may give rise to Damages in respect of which a right of indemnification is provided for under this Article 4, 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”)6, the Indemnified Party shall promptly give written notice thereof (a “Claim Notice”) to the Indemnifying Party. For greater certainty; 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 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 extent that the Claim Notice has been delivered except in respect of a Indemnifying Party demonstrates that the Indemnifying Party’s ability to defend or resolve such Third Party Claim that has or Direct Claim is actually been made against the Indemnified Party prior to the date the Claim Notice is deliveredand materially prejudiced by such failure or delay. The Claim Notice shall specify whether the Damages have arisen or the potential Damages arise, as applicable, 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 Damages have arisen or the potential Damages arise, as applicable, 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 alleged the potential Damages or potential 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 4 shall be reduced only to the extent that 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 4.4 6.4 shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Sections 4.6(16.5(1) and 4.6(26.5(2) in order to permit recovery pursuant to Section 4.2(aSections 6.2(1) or 4.3(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 A Party (i) becomes aware of any act, omission or state of facts that has given rise to Damages in respect of which a right of claiming indemnification is provided for under this Article 4, Agreement (an "INDEMNIFIED PARTY") with respect to any third-party Claim 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 Damages arise, as applicable, as a result of a claim by a Person 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 Damages have arisen or the potential Damages arise, as applicable, 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 alleged Damages or potential Damages, as applicable, 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 4 shall be reduced only deemed to the extent that Damages 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 4.4 shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Sections 4.6(1) and 4.6(2) in order to permit recovery pursuant to Section 4.2(a) or 4.3(a) as the case may bedispute such liability.

Claim Notice. If an Indemnified Party (i) becomes aware of any act, omission or state of facts that has given may give rise to Damages in respect of which a right of indemnification is provided for under this Article 4, 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”)7, 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 Damages arise, as applicable, arise 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 Damages arise, as applicable, 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 alleged the potential Damages or potential Damages, as applicable, 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 4 7 shall be reduced only to the extent that 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 4.4 7.4 shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Sections 4.6(17.5(1) and 4.6(27.5(2) in order to permit recovery pursuant to Section 4.2(a) or 4.3(aSections 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 (i) becomes aware of any act, omission or state of facts that has given may give rise to Damages in respect of which a right of indemnification is provided for under this Article 4, 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”)7, 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 Damages arise, as applicable, arise 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 Damages arise, as applicable, 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 alleged the potential Damages or potential 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 4 7 shall be reduced only to the extent that 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 4.4 7.4 shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Sections 4.6(17.5(1) and 4.6(27.5(2) in order to permit recovery pursuant to Section 4.2(a7.2(a) or 4.3(a7.3(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 In the event that the Indemnified Party (i) becomes aware of Parties sustain or ------------- incur any act, omission or state of facts that has given rise to Damages Losses in respect of which a right of indemnification is provided for under this Article 4, or (ii) receives correspondence from a Governmental Authority that may be reasonably expected sought pursuant to give rise to Damages in respect Article X of which a right of indemnification is provided for under Section 4.2(g) (any the Agreement, such act, omission or state of facts described in this subsection (ii), a “4.2(g) Matter”), the 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. For greater certainty"), except and in the case of a 4.2(g) Matterclaim for indemnification by an AVT Indemnified Party, a Claim Notice may not be given in respect of potential or anticipated Damages that have not been incurred prior to the date Escrow Agent, which will describe in reasonable detail the Claim Notice has been delivered except in respect 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 shall not relieve the Defending Party of a Third any obligation or liability that the Defending Party Claim that has actually been made against the Indemnified Party prior may have to the date the Claim Notice is delivered. The Claim Notice shall specify whether the Damages have arisen or the potential Damages arise, as applicable, as a result of a claim by a Person against the Indemnified Claiming Party (a “Third Party Claim”) or whether the Damages have arisen or the potential 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 (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 alleged Damages or potential Damagesthe claim that is contested, as applicable, arising therefrom, 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 4 shall be reduced only to the extent that Damages 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 4.4 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 Sections 4.6(1) and 4.6(2) undisputed claim amount from the Escrow Amount in order to permit recovery pursuant to Section 4.2(a) or 4.3(a) as accordance with the case may beterms of the Escrow Agreement.

Claim Notice. If an Indemnified Party (i) becomes aware of any act, omission or state of facts that has given may give rise to Damages in respect of which a right of indemnification is provided for under this Article 4, 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 Damages arise, as applicable, arise 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 Damages arise, as applicable, 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 alleged the potential Damages or potential 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 4 shall be reduced only to the extent that 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 4.4 shall 4.4shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Sections 4.6(14.5(1) and 4.6(24.5(2) in order to permit recovery pursuant to Section 4.2(a) or 4.3(a) as 4.3(a)as the case may be.

Claim Notice. If an Indemnified Party (i) becomes aware of any act, omission or state of facts that has given may give rise to Damages in respect of which a right of indemnification is provided for under this Article 4, 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”)10, the Indemnified Party shall promptly give written notice thereof (a “Claim Notice”) to the Indemnifying Party. For greater certainty; provided, except in the case that Sellers’ Representative shall give or receive such notices on behalf of a 4.2(g) Matterany Seller Indemnified Party, 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 deliveredas applicable. The Claim Notice shall specify whether the Damages have arisen or the potential Damages arise, as applicable, arise 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 Damages arise, as applicable, 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 alleged the potential Damages or potential Damages, as applicable, 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 4 10 shall be reduced only to the extent that 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 4.4 10.5 shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Sections 4.6(110.6(a) and 4.6(210.6(b) in order to permit recovery pursuant to Section 4.2(a10.3(a) or 4.3(a10.4(a) as the case may be.

Claim Notice. If an Indemnified Party (i) becomes aware of any act, omission or state of facts that has given may give rise to Damages in respect of which a right of indemnification is provided for under this Article 4, 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 Damages arise, as applicable, arise 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 Damages arise, as applicable, 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 alleged the potential Damages or potential 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 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 4 shall be reduced only to the extent that amount of any Damages are actually 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 4.4 shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Sections 4.6(14.5(1) and 4.6(24.5(2) in order to permit recovery pursuant to Section 4.2(a) or 4.3(a) as the case may be.

Claim Notice. If This Section 8.9 pertains to a Claim asserted, Proceeding commenced or Order entered against a Person that might give rise to an Indemnified indemnification obligation under this Article (a “Third-Party Claim”). (i) becomes aware of any act, omission or state of facts that The Claiming Party against which the Third-Party Claim has given rise been made may assert an indemnification claim against the Party obligated to Damages in respect of which a right of indemnification is provided for under this Article 4, or indemnify (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 the “4.2(g) Matter”), the Indemnified Party shall promptly give written notice thereof (a “Claim NoticeIndemnifying Party”) by giving a Claim Notice of the Third-Party Claim to the Indemnifying Party. For greater certainty, except in If the case of a 4.2(g) Matter, Claiming Party does not give 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 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 Damages arise, as applicable, as a result of a claim directly by the Indemnified Party against the Indemnifying Party (a “Direct promptly after acquiring knowledge of the Third-Party Claim”), and shall also specify with reasonable particularity (the Indemnifying Party will not be relieved of its obligations under this Article except to the extent that the information is available): (a) Indemnifying Party proves that the factual basis for the Direct Claim or Third Party Claim, as the case may be; and (b) the amount of alleged Damages or potential Damages, as applicable, arising therefrom, if known. If, through the fault defense of the Indemnified Party, the Indemnifying Third-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 4 shall be reduced only to the extent that Damages are actually incurred was materially prejudiced by the Indemnifying Party resulting from the Indemnified Claiming Party’s failure to give notice promptly. (ii) If the Claiming Party has elected to retain control of the defense of the Third-Party Claim pursuant to Section 8.9(g), the Claiming Party must notify the Indemnifying Party in the Claim Notice, but failure to include the retention notice will not affect the Claiming Party’s right later to assume control the defense of that Third-Party Claim. (iii) If an Indemnifying Party contests the sufficiency of a Claim Notice, the Claiming Party may send another Claim Notice (and additional notices in response to additional objections by Indemnifying Party), but for the purposes of any Applicable Survival Period the effective date that the first Claim Notice was given under Section 9.13 will be treated as the date of notice of the indemnification claim, even if the Claim Notice on a timely basis. Nothing in this Section 4.4 shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Sections 4.6(1) is amended and 4.6(2) in order to permit recovery pursuant to Section 4.2(a) or 4.3(a) as the case may bereissued.

Claim Notice. If an Indemnified Party (i) becomes aware of any act, omission or state of facts that has given may give rise to Damages in respect of which a right of indemnification is provided for under this Article 4, 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 Damages arise, as applicable, arise 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 Damages arise, as applicable, 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 alleged the potential Damages or potential 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 4 shall be reduced only to the extent that 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 4.4 shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Sections 4.6(14.5(1) and 4.6(24.5(2) in order to permit recovery pursuant to Section 4.2(a) or 4.3(a) as the case may be.

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 (i) becomes aware of any actto be owing, omission or state of facts that has given rise to Damages in respect of which a right of indemnification is provided for under this Article 4, or (ii) receives correspondence 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 a Governmental Authority that may be the Indemnified Party any specific additional information reasonably expected necessary for it to give rise to Damages in respect of which a right of assess such indemnification is provided for under Section 4.2(g) (any such actclaim, omission or state of facts described in this subsection (ii), a “4.2(g) Matter”), and the Indemnified Party shall promptly give written notice thereof (a “Claim Notice”) to provide the Indemnifying Partyadditional information reasonably requested. For greater certainty, except in the case Upon receipt 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 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 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 alleged Damages or potential Damages, as applicable, 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 4 of any withdrawal or modification of the objection. All disputed indemnification claims shall be reduced only to the extent that Damages are actually incurred resolved by the Indemnifying Party resulting from the Indemnified Party’s failure to give the Claim Notice on Xxxxx and Seller in accordance with either (A) a timely basis. Nothing in this Section 4.4 mutual agreement between Buyer and Seller, which shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Sections 4.6(1memorialized in writing, or (B) and 4.6(2) final arbitration in order to permit recovery pursuant to accordance with Section 4.2(a) or 4.3(a) as the case may be15.13.

Claim Notice. If an Indemnified Party (i) becomes aware of any act, omission or state of facts that has given may give rise to Damages in respect of which a right of indemnification is provided for under this Article 4, 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”)9, the Indemnified Party shall promptly within fifteen (15) Business Days of becoming so aware 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 Damages arise, as applicable, arise as a result of a claim by a Person against the Indemnified Party (a “Third Party Claim”) Claim or whether the Damages have arisen or the potential Damages arise, as applicable, 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 alleged the potential Damages or potential 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 ; and (d) such other information as is reasonably necessary 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 enable the Indemnifying Party to assess the Indemnified Party under this Article 4 shall be reduced only to merits of the extent that Damages are actually incurred by the Indemnifying Party resulting from the Indemnified Party’s failure to give the Claim Notice on a timely basispotential claim. Nothing in this Section 4.4 9.4 shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Sections 4.6(1Section 9.5(a) and 4.6(2or 9.5(b) in order to permit recovery pursuant to Section 4.2(a9.2(a), 9.2(c), 9.2(d), 9.2(e) or 4.3(a) 9.3(a), as the case may be. In respect of any Claim Notice concerning Taxes required to be paid by any Group Company, a Purchaser 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 (i) 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 has any other party unless the party seeking indemnification shall have given rise to Damages in respect of which a right of the party from whom indemnification is provided for under this Article 4, or (ii) receives correspondence from being sought a Governmental Authority that may be reasonably expected claim notice relating 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 Loss (a “"Claim Notice”") prior to expiration of the Indemnifying Partyrepresentation or warranty upon which the claim is based. For greater certaintyThe Claim Notice shall be given reasonably promptly (but, 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 third party claim against the Indemnified Party prior to indemnified party, within 15 days after the date indemnified party has received written notification of such claim) after the Claim Notice is deliveredparty seeking indemnity becomes aware of the facts indicating that a claim for indemnification may be warranted. The Each Claim Notice shall specify whether in reasonable detail (to the Damages have arisen extent known) the 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 potential Damages ariseestimated amount thereof. The failure of any indemnified party to give a Claim Notice shall not relieve the indemnifying party of its obligations under this Section 11, 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 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 (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 alleged Damages the indemnifying 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 the 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. Notwithstanding anything in this Section 11 to the contrary, 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 Damages, as applicable, arising therefrom, if known. If, through party to such action or claim) or consent to the fault of the Indemnified Party, the Indemnifying Party does not receive a Claim Notice in time effectively to contest 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 4 shall be reduced only to the extent that Damages 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 4.4 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 Sections 4.6(1) and 4.6(2) in order to permit recovery pursuant to Section 4.2(a) or 4.3(a) as the case may besubject.

Claim Notice. If an Indemnified Party (i) becomes aware of any act, omission or state of facts that has given may give rise to Damages in respect of which a right of indemnification is provided for under this Article 4, 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”)6, 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 Damages arise, as applicable, arise 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 Damages arise, as applicable, 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 alleged the potential Damages or potential 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 4 6 shall be reduced only to the extent that 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 4.4 6.5 shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Sections 4.6(16.6(1) and 4.6(26.6(2) in order to permit recovery pursuant to Section 4.2(a6.2(a) or 4.3(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.