Common use of Direct Claim Procedures Clause in Contracts

Direct Claim Procedures. In the event an Indemnified Party brings a claim for indemnity against an Indemnifying Party that does not involve a Third Party Claim (a “Direct Claim”), the Indemnified Party shall give prompt notice in writing of such Direct Claim to the Indemnifying Party. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party is materially prejudiced by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail (excluding anything subject to attorney-client or similar privilege) with respect thereto and shall indicate the estimated amount, if reasonably known and quantifiable and assuming the truth of the facts asserted therein, of the Losses that have been or may be sustained by the Indemnified Party; provided, however, that (a) the notice with respect to a Direct Claim (a “Direct Claim Notice”) need only specify such information to the knowledge of such Indemnified Party as of the date of such notice and (b) shall be updated and amended from time to time by the Indemnified Party by delivering an updated or amended Direct Claim Notice. The Indemnifying Party shall have sixty (60) days after its receipt of such notice to respond in writing to such Direct Claim Notice. During such 60-day period, the Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s, the Companies’ and its Subsidiaries’ premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. The Indemnifying Party may object to a claim for indemnification set forth in a Direct Claim Notice by delivering a notice to the Indemnified Party seeking indemnification within sixty (60) days of the delivery of the applicable Direct Claim Notice (the “Direct Claim Objection Deadline”), setting forth in reasonable detail the objections to the Direct Claim. If the Indemnifying Party notifies the applicable Indemnified Party that it objects by the Direct Claim Objection Deadline or fails to object by the Direct Claim Objection Deadline, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claim Procedures. (a) In the event an Indemnified Party brings Indemnitee has a claim for indemnity under Section 4.02 against an Indemnifying Party that does not involve a Third Third-Party Claim (a “Direct Claim”), the Indemnified Party shall Indemnitee agrees to give prompt notice in writing writing, as promptly as practicable, of such Direct Claim claim to the Indemnifying Party. The failure , which notice will in no event be delivered to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to later than 60 days after the extent that the Indemnifying Party is materially prejudiced by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail (excluding anything subject to attorney-client or similar privilege) with respect thereto and shall indicate the estimated amount, if reasonably known and quantifiable and assuming the truth Indemnitee first learns of the facts asserted therein, of the Losses that have been or may be sustained by the Indemnified Party; provided, however, that on which such claim is based (a) the notice with respect to a Direct Claim (a “Direct Claim Notice”) need only specify such information to the knowledge of such Indemnified Party as of the date of such notice and (b) shall be updated and amended from time to time by the Indemnified Party by delivering an updated or amended Direct Claim Notice. The Indemnifying Party shall have sixty (60) days after its receipt of such notice to respond in writing to such Direct Claim Notice. During such 60-day period, the Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s, the Companies’ and its Subsidiaries’ premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. The Indemnifying Party may object to a claim for indemnification set forth in a Direct Claim “Notice by delivering a notice to the Indemnified Party seeking indemnification within sixty (60) days of the delivery of the applicable Direct Claim Notice (the “Direct Claim Objection DeadlinePeriod”), setting . Such notice will set forth in reasonable detail such claim and the objections basis for indemnification and the amount of such damages incurred or that such Indemnitee reasonably estimates in good faith is likely to be incurred in connection with such claim (all taking into account the information then in the possession or under the control of the Indemnitee). The failure to notify the Indemnifying Party within the Notice Period will not relieve the Indemnifying Party of its obligations hereunder, except to the Direct Claim. extent that such failure shall have actually prejudiced the Indemnifying Party (in which case relieved only to the extent of such prejudice). (b) If the Indemnifying Party notifies the applicable Indemnified Party Indemnitee that it objects by does not dispute its liability to the Direct Claim Objection Deadline or fails Indemnitee with respect to object by any claim other than a Third-Party Claim, the Direct Claim Objection Deadlinedamages arising from any such claim will be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party will pay the amount of such damages to the Indemnitee on demand following the final determination thereof. If the Indemnifying Party has disputed its liability with respect to such claim, the Indemnifying Party shall be deemed and the Indemnitee will proceed in good faith to have rejected negotiate a resolution of such claimdispute in accordance with ARTICLE V and, if not resolved in which case the Indemnified Party shall be free accordance with ARTICLE V, either party may seek a resolution of such dispute by litigation in a court of competent jurisdiction pursuant to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this AgreementSection 7.03.

Direct Claim Procedures. In the event an If any Indemnified Party brings has a claim for indemnity against an Indemnifying Party indemnification hereunder that does not involve a Third Party Claim (a “Direct Claim”), the Indemnified Party shall give prompt the Indemnifying Party written notice thereof describing in writing of such Direct Claim reasonable detail (based on the information then available to the Indemnifying Indemnified Party) the basis for such claim and the amount of the Damages claimed by the Indemnified Party (the “Claimed Amount”) in respect thereof. The Notwithstanding the foregoing, the failure or delay of the Indemnified Party to give such prompt written notice shall not, however, not relieve the Indemnifying Party of its indemnification obligations, obligations hereunder except to the extent (and only to the extent extent) that the Indemnifying Party is shall have been materially and adversely prejudiced by reason such failure and provided always that any such notice is provided prior to the expiration of the applicable survival period provided herein. Within thirty days after delivery of such failure. Such notice by notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall describe (i) agree that the Direct Claim in reasonable detail (excluding anything subject Indemnified Party is entitled to attorney-client or similar privilege) with respect thereto and shall indicate the estimated amount, if reasonably known and quantifiable and assuming the truth receive all of the facts asserted thereinClaimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party of the Claimed Amount), (ii) agree that the Indemnified Party is entitled to receive part, but not all, of the Losses that have been or may Claimed Amount (the “Agreed Amount”) (in which case such response shall be sustained accompanied by payment by the Indemnified Party; provided, however, that (a) the notice with respect to a Direct Claim (a “Direct Claim Notice”) need only specify such information to the knowledge of such Indemnified Indemnifying Party as of the date of such notice and Agreed Amount), or (biii) shall be updated and amended from time to time by in good faith dispute that the Indemnified Party by delivering an updated or amended Direct Claim Noticeis entitled to receive any of the Claimed Amount. The Indemnifying Party shall have sixty (60) days after its receipt of such notice to respond in writing to such Direct Claim Notice. During such 60-day period, the Indemnified Party shall allow If the Indemnifying Party and its professional advisors to investigate timely disputes the matter payment of all or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect part of the Direct ClaimClaimed Amount, the Indemnifying Party and the Indemnified Party shall assist negotiate in good faith to resolve such dispute as promptly as practicable. If such dispute is not resolved within fifteen days following the Indemnifying Party’s investigation delivery by giving such information and assistance (including access to the Indemnified Party’s, the Companies’ and its Subsidiaries’ premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. The Indemnifying Party may object to a claim for indemnification set forth in a Direct Claim Notice by delivering a notice to such response, the Indemnified Party seeking indemnification within sixty (60) days of the delivery of the applicable Direct Claim Notice (the “Direct Claim Objection Deadline”), setting forth in reasonable detail the objections to the Direct Claim. If the Indemnifying Party notifies the applicable Indemnified Party that it objects by the Direct Claim Objection Deadline or fails to object by the Direct Claim Objection Deadline, and the Indemnifying Party shall be deemed each have the right to have rejected submit such claim, dispute for resolution to a court of competent jurisdiction in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to accordance with the provisions of this AgreementSection 9.8.

Direct Claim Procedures. In the event an the Indemnified Party brings should have a claim for indemnity against an Indemnifying Party indemnification hereunder that does not involve a Third Party Claim (a “Direct Claim”), the Indemnified Party shall give prompt notice in writing shall, as promptly as reasonably practicable after obtaining knowledge of such Direct Claim claim, deliver to the Indemnifying Party a written notice that contains (a) a description and the amount (the “Claimed Amount”) of any Losses (if and to the extent then ascertainable) incurred or suffered, or that would reasonably be expected to be incurred or suffered, by the Indemnified Party, (b) a statement that the Indemnified Party is entitled to indemnification under this Article X and a reasonable explanation of the basis therefor, and (c) a demand for payment by the Indemnifying Party. The failure to give Within thirty (30) days after delivery of such prompt written notice shall notnotice, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party is materially prejudiced by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail (excluding anything subject to attorney-client or similar privilege) with respect thereto and shall indicate the estimated amount, if reasonably known and quantifiable and assuming the truth of the facts asserted therein, of the Losses that have been or may be sustained by the Indemnified Party; provided, however, that (a) the notice with respect to a Direct Claim (a “Direct Claim Notice”) need only specify such information to the knowledge of such Indemnified Party as of the date of such notice and (b) shall be updated and amended from time to time by the Indemnified Party by delivering an updated or amended Direct Claim Notice. The Indemnifying Party shall have sixty (60) days after its receipt of such notice to respond in writing to such Direct Claim Notice. During such 60-day period, the Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s, the Companies’ and its Subsidiaries’ premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. The Indemnifying Party may object to a claim for indemnification set forth in a Direct Claim Notice by delivering a notice deliver to the Indemnified Party seeking indemnification within sixty a written response in which the Indemnifying Party shall (60i) days agree that the Indemnified Party is entitled to receive all of the delivery Claimed Amount, (ii) agree that the Indemnified Party is entitled to receive part, but not all, of the applicable Direct Claim Notice Claimed Amount, or (iii) contest that the “Direct Claim Objection Deadline”), setting forth in reasonable detail Indemnified Party is entitled to receive any of the objections to the Direct ClaimClaimed Amount. If the Indemnifying Party notifies disputes the applicable payment of all or part of the Claimed Amount, such indemnification claim shall be resolved by mutual written agreement between the Indemnified Party that it objects and the Indemnifying Party. If such dispute is not resolved within thirty (30) days following the delivery by the Direct Claim Objection Deadline or fails to object by Indemnifying Party of such response, the Direct Claim Objection Deadline, Indemnified Party and the Indemnifying Party shall be deemed each have the right to have rejected submit such claim, in which case the Indemnified Party shall be free dispute for resolution to pursue such remedies as may be available a court of competent jurisdiction pursuant to the Indemnified Party on the terms and subject to the provisions of this AgreementSection 11.3.

Direct Claim Procedures. In the event an Indemnified Party brings a claim for indemnity against an Indemnifying Party that does not involve a Third Third-Party Claim (a “Direct Claim”), the Indemnified Party shall give prompt notice in writing of such Direct Claim to the Indemnifying Party. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party is materially prejudiced by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail (excluding anything subject to attorney-client or similar privilege) with respect thereto and shall indicate the estimated amount, if reasonably known and quantifiable and assuming the truth of the facts asserted therein, of the Losses that have been or may be sustained by the Indemnified Party; provided, however, that (a) the notice with respect to a Direct Claim (a “Direct Claim Notice”) need only specify such information to the knowledge of such Indemnified Party as of the date of such notice and (b) shall be updated and amended from time to time by the Indemnified Party by delivering an updated or amended Direct Claim Notice. The Indemnifying Party shall have sixty (60) days after its receipt of such notice to respond in writing to such Direct Claim Notice. During such 60-day period, the Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including reasonable access to the Indemnified Party’s, the Companies’ Company’s and its Subsidiaries’ premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. The Indemnifying Party may object to a claim for indemnification set forth in a Direct Claim Notice by delivering a notice to the Indemnified Party seeking indemnification within sixty (60) days of the delivery of the applicable Direct Claim Notice (the “Direct Claim Objection Deadline”), setting forth in reasonable detail the objections to the Direct Claim. If the Indemnifying Party notifies the applicable Indemnified Party that it objects by the Direct Claim Objection Deadline or fails to object by the Direct Claim Objection Deadline, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claim Procedures. (a) In the event an Indemnified Party brings Indemnitee has a claim for indemnity under Section 4.03 against an Indemnifying Party that does not involve a Third Third-Party Claim (a “Direct Claim”), the Indemnified Party shall Indemnitee agrees to give prompt notice in writing writing, and as promptly as practicable, of such Direct Claim claim to the Indemnifying Party. The failure , which notice will in no event be delivered to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to later than 60 days after the extent that the Indemnifying Party is materially prejudiced by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail (excluding anything subject to attorney-client or similar privilege) with respect thereto and shall indicate the estimated amount, if reasonably known and quantifiable and assuming the truth Indemnitee first learns of the facts asserted therein, of the Losses that have been or may be sustained by the Indemnified Party; provided, however, that on which such claim is based (a) the notice with respect to a Direct Claim (a “Direct Claim Notice”) need only specify such information to the knowledge of such Indemnified Party as of the date of such notice and (b) shall be updated and amended from time to time by the Indemnified Party by delivering an updated or amended Direct Claim Notice. The Indemnifying Party shall have sixty (60) days after its receipt of such notice to respond in writing to such Direct Claim Notice. During such 60-day period, the Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s, the Companies’ and its Subsidiaries’ premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. The Indemnifying Party may object to a claim for indemnification set forth in a Direct Claim “Notice by delivering a notice to the Indemnified Party seeking indemnification within sixty (60) days of the delivery of the applicable Direct Claim Notice (the “Direct Claim Objection DeadlinePeriod”), setting . Such notice will set forth in reasonable detail such claim and the objections basis for indemnification and the amount of such damages incurred or that such Indemnitee reasonably estimates in good faith is likely to be incurred in connection with such claim (all taking into account the information then in the possession or under the control of the Indemnitee). The failure to notify the Indemnifying Party as promptly as practicable within the Notice Period will not relieve the Indemnifying Party of its obligations hereunder, except to the Direct Claim. extent that such failure shall have actually prejudiced the Indemnifying Party (in which case relieved only to the extent of such prejudice), and in any event, the Indemnifying Party will have no indemnification obligation in respect of any claim for which notice is delivered following expiration of the applicable Notice Period for such claim. (b) If the Indemnifying Party notifies the applicable Indemnified Party Indemnitee that it objects by does not dispute its liability to the Direct Indemnitee with respect to any claim other than a Third-Party Claim Objection Deadline or fails to object by notify the Direct Claim Objection DeadlineIndemnitee within the Indemnification Dispute Period, the damages arising from any such claim will be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party will pay the amount of such damages to the Indemnitee on demand following the final determination thereof. If the Indemnifying Party has timely disputed its liability with respect to such claim, the Indemnifying Party shall be deemed and the Indemnitee will proceed in good faith to have rejected negotiate a resolution of such claimdispute and, if not resolved through negotiations, either party may seek a resolution of such dispute by litigation in which case the Indemnified Party shall be free a court of competent jurisdiction pursuant to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this AgreementSection 6.05.

Direct Claim Procedures. In the event an Indemnified Party brings has a claim for indemnity under Section 6.2 against an Indemnifying Party that does not involve a Third Party Claim (a “Direct Claim”), the Indemnified Party shall agrees to give prompt notice in writing of such Direct Claim claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such Direct Claim and the basis for indemnification, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Direct Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and any other material details pertaining thereto (taking into account the information then available to the Indemnified Party). The failure to give such prompt written notice so notify the Indemnifying Party shall not, however, not relieve the Indemnifying Party of its indemnification obligationsobligations hereunder, except and only to the extent that the Indemnifying Party is materially prejudiced by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail (excluding anything subject to attorney-client or similar privilege) with respect thereto and shall indicate the estimated amount, if reasonably known and quantifiable and assuming the truth of the facts asserted therein, of the Losses that have been or may be sustained by the Indemnified Party; provided, however, that (a) the notice with respect to a Direct Claim (a “Direct Claim Notice”) need only specify such information to the knowledge of such Indemnified Party as of the date of such notice and (b) shall be updated and amended from time to time by the Indemnified Party by delivering an updated or amended Direct Claim Notice. The Indemnifying Party failure shall have sixty (60) days after its receipt of such notice to respond in writing to such Direct Claim Notice. During such 60-day period, the Indemnified Party shall allow the Indemnifying Party materially and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist adversely prejudiced the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s, the Companies’ and its Subsidiaries’ premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. The Indemnifying Party may object to a claim for indemnification set forth in a Direct Claim Notice by delivering a notice to the Indemnified Party seeking indemnification within sixty (60) days of the delivery of the applicable Direct Claim Notice (the “Direct Claim Objection Deadline”), setting forth in reasonable detail the objections to the Direct Claim. If the Indemnifying Party notifies does not notify the applicable Indemnified Party within 30 days following the receipt of a notice with respect to any such claim that it objects by the Direct Claim Objection Deadline or fails Indemnifying Party disputes its indemnity obligation to object by the Direct Claim Objection DeadlineIndemnified Party for any Damages with respect to such claim, such Damages shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available promptly pay to the Indemnified Party on any and all Damages arising out of such claim. If the terms and subject Indemnifying Party has timely disputed its indemnity obligation for any Damages with respect to such claim, the provisions Parties shall proceed in good faith to negotiate a resolution of this Agreementsuch dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of jurisdiction determined pursuant to Section 9.4(a).

Direct Claim Procedures. (a) In the event an Indemnified Party brings has a claim for indemnity under Section 11.02 against an Indemnifying Party that does not involve a Third Party Claim (a “Direct Claim”), the Indemnified Party shall agrees to give prompt notice in writing writing, and as promptly as practicable, of such Direct Claim claim to the Indemnifying Party. The failure to give such prompt written , which notice shall not, however, relieve in no event be delivered to the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party is materially prejudiced by reason of such failure. Such notice by later than 60 days after the Indemnified Party shall describe the Direct Claim in reasonable detail (excluding anything subject to attorney-client or similar privilege) with respect thereto and shall indicate the estimated amount, if reasonably known and quantifiable and assuming the truth first learns of the facts asserted therein, of the Losses that have been or may be sustained by the Indemnified Party; provided, however, that on which such claim is based (a) the notice with respect to a Direct Claim (a “Direct Claim Notice”) need only specify such information to the knowledge of such Indemnified Party as of the date of such notice and (b) shall be updated and amended from time to time by the Indemnified Party by delivering an updated or amended Direct Claim Notice. The Indemnifying Party shall have sixty (60) days after its receipt of such notice to respond in writing to such Direct Claim Notice. During such 60-day period, the “Notice Period”). Such notice shall set forth in reasonable detail such claim and the basis for indemnification and the amount of such Damages incurred or that such Indemnified Party shall allow reasonably estimates in good faith is likely to be incurred in connection with such claim (taking into account the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access then available to the Indemnified Party’s, the Companies’ and its Subsidiaries’ premises and personnel and the right ). The failure to examine and copy any accounts, documents or records) as notify the Indemnifying Party or any as promptly as practicable within the Notice Period shall not relieve the Indemnifying Party of its professional advisors may reasonably request. The obligations hereunder, except to the extent that such failure shall have actually prejudiced the Indemnifying Party may object (in which case relieved only to a the extent of such prejudice), and in any event, the Indemnifying Party shall have no indemnification obligation in respect of any claim for indemnification set forth in a Direct Claim Notice by delivering a which notice to the Indemnified Party seeking indemnification within sixty (60) days of the delivery is delivered following expiration of the applicable Direct Claim Notice Period for such claim. (the “Direct Claim Objection Deadline”), setting forth in reasonable detail the objections to the Direct Claim. b) If the Indemnifying Party notifies the applicable Indemnified Party that it objects by does not dispute its liability to the Direct Indemnified Party with respect to any claim other than a Third Party Claim Objection Deadline or fails to object by notify the Direct Claim Objection DeadlineIndemnified Party within the Dispute Period, the Damages arising from any such claim shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall be deemed to have rejected pay the amount of such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available Damages to the Indemnified Party on demand following the terms final determination thereof. If the Indemnifying Party has timely disputed its liability with respect to such claim, the Indemnifying Party and subject the Indemnified Party shall proceed in good faith to the provisions negotiate a resolution of this Agreementsuch dispute and, if not resolved through negotiations, either party may seek a resolution of such dispute by litigation in a court of competent jurisdiction pursuant to Section 13.06.

Direct Claim Procedures. (a) In the event an the Indemnified Party brings has a claim for indemnity under Section 8.02 against an Indemnifying Party that does not involve a Third Party Claim (a “Direct Claim”), the Indemnified Party shall agrees to give prompt notice in writing of such Direct Claim claim to the Indemnifying Party. The failure , in any event no later than 20 Business Days after becoming aware of the fact, matter, event or circumstance giving rise to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party is materially prejudiced by reason of such failureclaim. Such notice by (a “Claim Certificate”) shall (i) state that the Indemnified Party shall describe the Direct Claim has paid or anticipates it will suffer Damages for which such Indemnified Party is entitled to indemnification pursuant to this Agreement, and (ii) specify in reasonable detail (excluding anything subject to attorney-client or similar privilegeand have annexed thereto all supporting documentation, including any correspondence and paid invoices for claimed Damages) with respect thereto each individual item of Damages included in the amount so stated, the date such item was paid, the basis for any anticipated liability and shall indicate the estimated amount, if reasonably known and quantifiable and assuming the truth nature of the facts asserted thereinmisrepresentation, breach of warranty, breach of covenant or claim to which each such item is related and the computation of the Losses that have been or may amount to which such Indemnified Party claims to be sustained by entitled hereunder. (b) If the Indemnifying Party does not notify the Indemnified Party; provided, however, that (a) Party within 20 Business Days following the notice receipt of the Claim Certificate with respect to a Direct Claim (a “Direct Claim Notice”) need only specify any such information to the knowledge of such Indemnified Party as of the date of such notice and (b) shall be updated and amended from time to time by claim that the Indemnified Party by delivering an updated or amended Direct Claim Notice. The Indemnifying Party shall have sixty (60) days after disputes its receipt of such notice indemnity obligation to respond in writing to such Direct Claim Notice. During such 60-day period, the Indemnified Party for any Damages with respect to such claim, such Damages shall allow be conclusively deemed a liability of the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s, the Companies’ and its Subsidiaries’ premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. The Indemnifying Party may object to a claim for indemnification set forth in a Direct Claim Notice by delivering a notice shall promptly pay to the Indemnified Party seeking indemnification within sixty (60) days any and all Damages arising out of the delivery of the applicable Direct Claim Notice (the “Direct Claim Objection Deadline”), setting forth in reasonable detail the objections to the Direct Claimsuch claim. If the Indemnifying Party notifies the applicable Indemnified Party that it objects by the Direct Claim Objection Deadline or fails has timely disputed its indemnity obligation for any Damages with respect to object by the Direct Claim Objection Deadline, the Indemnifying Party shall be deemed to have rejected such claim, the parties shall proceed in which case the Indemnified Party good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be free resolved by arbitration pursuant to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this AgreementSection 10.06.

Direct Claim Procedures. In If the event an Indemnified Party brings has a claim for indemnity against an Indemnifying Party indemnification hereunder that does not involve a Third Party Claim (a “Direct Claim”), the Indemnified Party shall give prompt notice in writing of such Direct Claim to the Indemnifying Party. The failure to give such Party prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party is materially prejudiced by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail (excluding anything subject to attorney-client or similar privilege) with respect thereto and shall indicate the estimated amount, if reasonably known and quantifiable and assuming the truth of the facts asserted therein, of the Losses that have been or may be sustained by the Indemnified Party; provided, however, that (a) the notice with respect to a Direct Claim thereof (a “Direct Claim Notice”) need only specify such describing in reasonable detail (based on the information then available to the knowledge of Indemnified Party) the basis for such Indemnified Party as Direct Claim and the amount of the date of such notice and (b) shall be updated and amended from time to time Damages claimed by the Indemnified Party by delivering an updated (the “Claimed Amount”) in respect thereof. Notwithstanding the foregoing, the failure or amended Direct Claim Notice. The delay of the Indemnified Party to give such notice shall not relieve the Indemnifying Party of its indemnification obligations hereunder except to the extent (and only to the extent) that the Indemnifying Party shall have sixty been materially and adversely prejudiced by such failure. Within thirty (6030) days after its receipt delivery of such notice notice, the Indemnifying Party shall deliver to respond in writing to such Direct Claim Notice. During such 60-day period, the Indemnified Party shall allow a written response in which the Indemnifying Party and its professional advisors shall (i) agree that the Indemnified Party is entitled to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect receive all of the Direct ClaimClaimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party of the Claimed Amount), (ii) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case such response shall be accompanied by payment by the Indemnifying Party of the Agreed Amount), or (iii) in good faith dispute that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party timely disputes the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall assist negotiate in good faith to resolve such dispute as promptly as practicable. If such dispute is not resolved within thirty (30) days following the Indemnifying Party’s investigation delivery by giving such information and assistance (including access to the Indemnified Party’s, the Companies’ and its Subsidiaries’ premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. The Indemnifying Party may object to a claim for indemnification set forth in a Direct Claim Notice by delivering a notice to such response, the Indemnified Party seeking indemnification within sixty (60) days of the delivery of the applicable Direct Claim Notice (the “Direct Claim Objection Deadline”), setting forth in reasonable detail the objections to the Direct Claim. If the Indemnifying Party notifies the applicable Indemnified Party that it objects by the Direct Claim Objection Deadline or fails to object by the Direct Claim Objection Deadline, and the Indemnifying Party shall be deemed each have the right to have rejected submit such claim, dispute for resolution to a court of competent jurisdiction in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to accordance with the provisions of this AgreementSection 9.9.

Direct Claim Procedures. In If the event an Indemnified Party brings has a claim for indemnity against an Indemnifying Party indemnification hereunder that does not involve a Third Party Claim (a “Direct Claim”), the Indemnified Party shall will give prompt the Indemnifying Party written notice thereof describing in writing of such Direct Claim reasonable detail (based on the information then available to the Indemnifying Indemnified Party) the basis for such claim and the amount of the Losses claimed by the Indemnified Party (the “Claimed Amount”) in respect thereof. The Notwithstanding the foregoing, the failure or delay of the Indemnified Party to give such prompt written notice shall not, however, will not relieve the Indemnifying Party of its indemnification obligations, obligations hereunder except to the extent (and only to the extent extent) that the Indemnifying Party is will have been materially and adversely prejudiced by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail Within thirty (excluding anything subject to attorney-client or similar privilege) with respect thereto and shall indicate the estimated amount, if reasonably known and quantifiable and assuming the truth of the facts asserted therein, of the Losses that have been or may be sustained by the Indemnified Party; provided, however, that (a) the notice with respect to a Direct Claim (a “Direct Claim Notice”) need only specify such information to the knowledge of such Indemnified Party as of the date of such notice and (b) shall be updated and amended from time to time by the Indemnified Party by delivering an updated or amended Direct Claim Notice. The Indemnifying Party shall have sixty (6030) days after its receipt delivery of such notice to respond in writing to such Direct Claim Notice. During such 60-day periodnotice, the Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s, the Companies’ and its Subsidiaries’ premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. The Indemnifying Party may object to a claim for indemnification set forth in a Direct Claim Notice by delivering a notice will deliver to the Indemnified Party seeking indemnification within sixty a written response in which the Indemnifying Party will (60i) days agree that the Indemnified Party is entitled to receive all of the delivery Claimed Amount (in which case such response will be accompanied by a payment by the Indemnifying Party of the applicable Direct Claim Notice Claimed Amount), (ii) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Direct Claim Objection DeadlineAgreed Amount”) (in which case such response will be accompanied by payment by the Indemnifying Party of the Agreed Amount), setting forth or (iii) in reasonable detail good faith dispute that the objections Indemnified Party is entitled to receive any of the Direct ClaimClaimed Amount. If the Indemnifying Party notifies timely disputes the applicable Indemnified Party that it objects by payment of all or part of the Direct Claim Objection Deadline or fails to object by the Direct Claim Objection DeadlineClaimed Amount, the Indemnifying Party shall be deemed to have rejected such claim, in which case and the Indemnified Party shall be free will negotiate in good faith to pursue resolve such remedies dispute as may be available to promptly as practicable. If such dispute is not resolved within thirty (30) days following the delivery by the Indemnifying Party of such response, the Indemnified Party on and the terms and subject Indemnifying Party will each have the right to the provisions submit such dispute for resolution to a court of this Agreementcompetent jurisdiction pursuant to Section 10.2.

Direct Claim Procedures. (a) In the event an a Buyer Indemnified Party brings Person has a claim for indemnity under Section 9.2(a) against an the Indemnifying Party Person that does not involve a Third Third-Party Claim (a “Direct Claim”), the such Buyer Indemnified Party shall Person agrees to give reasonably prompt notice thereof in writing to the Indemnifying Person. Such notice shall set forth in reasonable detail the known facts and circumstances of such Direct Claim and the basis for indemnification in respect thereof (taking into account the information then available to the Indemnifying PartyBuyer Indemnified Person). The failure of a Buyer Indemnified Person to give such prompt written notice shall not, however, relieve so notify the Indemnifying Party Person shall not relieve any Indemnifying Person of its indemnification obligationsobligations hereunder, except and only to the extent that such failure shall have prejudiced the Indemnifying Party is materially prejudiced by reason Person (and then the Indemnifying Person shall only be released to the extent of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail (excluding anything subject to attorney-client or similar privilege) with respect thereto and shall indicate the estimated amount, if reasonably known and quantifiable and assuming the truth of the facts asserted therein, of the Losses that have been or may be sustained by the Indemnified Party; provided, however, that (a) the notice with respect to a Direct Claim (a “Direct Claim Notice”) need only specify such information to the knowledge of such Indemnified Party as of the date of such notice and prejudice). (b) shall be updated and amended from time to time by the Indemnified Party by delivering an updated or amended Direct Claim Notice. The Indemnifying Party shall have Within sixty (60) days after its following the receipt of such notice to respond in writing to such Direct Claim Notice. During such 60-day period, the Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist the Claim notice by an Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s, the Companies’ and its Subsidiaries’ premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. The Indemnifying Party may object to a claim for indemnification set forth in a Direct Claim Notice by delivering a notice to the Indemnified Party seeking indemnification within sixty (60) days of the delivery of the applicable Direct Claim Notice Person (the “Direct Claim Objection DeadlineDispute Period”), setting forth in reasonable detail the objections Indemnifying Person may deliver to the Buyer Indemnified Person who delivered notice of the Direct ClaimClaim a written response (the “Response Notice”) in which the Indemnifying Person may: (i) agree that the full amount of the Direct Claim is owed to such Buyer Indemnified Person, (ii) agree that part, but not all, of the claimed amount (the “Agreed Amount”) is owed to the Buyer Indemnified Person, or (iii) assert that no part of the claimed amount is owed to such Buyer Indemnified Person. Any part of the claimed amount that is not agreed to be owed to the Buyer Indemnified Person pursuant to the Response Notice (or the entire claimed amount, if the Indemnifying Person asserts in the Response Notice that no part of the claimed amount is owed to the Buyer Indemnified Person) is referred to in this Agreement as the “Contested Amount”. (c) If the Indemnifying Person delivers a Response Notice to a Buyer Indemnified Person indicating that there is a Contested Amount, the Indemnifying Person and the Buyer Indemnified Person shall attempt in good faith to resolve the dispute related to the Contested Amount within thirty (30) days after the date on which such Response Notice is provided (or such longer period as the Parties may mutually agree in writing). If the Indemnifying Party notifies Person and the applicable Buyer Indemnified Party Person fail to reach a resolution on the Contested Amount that it objects by is the Direct Claim Objection Deadline or fails to object by subject of a Response Notice, during such thirty (30) day period after the Direct Claim Objection Deadline, date on which the Indemnifying Party Person delivers such Response Notice, such dispute shall be deemed to have rejected such claim, settled in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreementaccordance with Section 10.7.

Direct Claim Procedures. In the event an Indemnified Party brings a claim for indemnity against an Indemnifying Party that does not involve a Third Party Claim (a “Direct Claim”), the Indemnified Party shall give prompt notice in writing of such Direct Claim to the Indemnifying Party. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party is materially prejudiced by reason as a result of the failure to give, or delay in giving, such failurenotice. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail (excluding anything subject to attorney-client or similar privilege) with respect thereto and shall indicate the estimated amount, if reasonably known and quantifiable and assuming the truth of the facts asserted therein, of the Losses that have been or may be sustained by the Indemnified Party; provided, however, that (a) the notice with respect to a Direct Claim (a “Direct Claim Notice”) need only specify such information to the knowledge of such Indemnified Party as of the date of such notice and (b) shall be updated and amended from time to time by the Indemnified Party by delivering an updated or amended Direct Claim Notice. The Indemnifying Party shall have sixty (60) days after its receipt of such notice to respond in writing to such Direct Claim Notice. During such 60-day period, the Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s, ’s and the Companies’ and its Subsidiaries’ Company’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. The Indemnifying Party may object to a claim for indemnification set forth in a Direct Claim Notice by delivering a notice to the Indemnified Party seeking indemnification within sixty (60) days of the delivery of the applicable Direct Claim Notice (the “Direct Claim Objection Deadline”), setting forth in reasonable detail the objections to the Direct Claim. If the Indemnifying Party notifies the applicable Indemnified Party that it objects by the Direct Claim Objection Deadline or fails to object by the Direct Claim Objection Deadline, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claim Procedures. In the event an Indemnified Party brings has a claim for indemnity under ‎Section 9.02(a) and ‎Section 9.02(b) against an Indemnifying Party that does not involve a Third Party Claim (a “Direct Claim”), the Indemnified Party shall agrees to give prompt notice in writing of such Direct Claim claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to give such prompt written notice so notify the Indemnifying Party shall not, however, not relieve the Indemnifying Party of its indemnification obligationsobligations hereunder, except and only to the extent that the Indemnifying Party is materially prejudiced by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail (excluding anything subject to attorney-client or similar privilege) with respect thereto and shall indicate the estimated amount, if reasonably known and quantifiable and assuming the truth of the facts asserted therein, of the Losses that have been or may be sustained by the Indemnified Party; provided, however, that (a) the notice with respect to a Direct Claim (a “Direct Claim Notice”) need only specify such information to the knowledge of such Indemnified Party as of the date of such notice and (b) shall be updated and amended from time to time by the Indemnified Party by delivering an updated or amended Direct Claim Notice. The Indemnifying Party failure shall have sixty (60) days after its receipt of such notice to respond in writing to such Direct Claim Notice. During such 60-day period, the Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist actually prejudiced the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s, the Companies’ and its Subsidiaries’ premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. The Indemnifying Party may object to a claim for indemnification set forth in a Direct Claim Notice by delivering a notice to the Indemnified Party seeking indemnification within sixty (60) days of the delivery of the applicable Direct Claim Notice (the “Direct Claim Objection Deadline”), setting forth in reasonable detail the objections to the Direct Claim. If the Indemnifying Party notifies does not notify the applicable Indemnified Party within 30 days following the receipt of a notice with respect to any such claim that it objects the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Damages with respect to such claim, such Damages shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall promptly pay to the Indemnified Party any and all Damages arising out of such claim. If the Indemnifying Party has timely disputed its indemnity obligation for any Damages with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by the Direct Claim Objection Deadline or fails arbitration pursuant to object by the Direct Claim Objection Deadline‎Section 11.07. In addition, upon receipt of an indemnification notice under this ‎Section 9.04, the Indemnifying Party may propose to the Indemnified Party ways to cure the applicable claim by written notice specifying the details for such proposal and the time period required for such cure; provided that the Indemnifying Party shall be deemed to acknowledge that it would have rejected an indemnity obligation for the Damages resulting from such claim, in which case ; provided further that the Indemnified Party shall be free have full discretion to pursue consider if it wishes to accept such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreementproposal.

Direct Claim Procedures. In the event an Indemnified Party brings has a claim for indemnity under Section 10.02(a) and Section 10.02(b) against an Indemnifying Party that does not involve a Third Party Claim (a “Direct Claim”), the Indemnified Party shall agrees to give prompt notice in writing of such Direct Claim claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to give such prompt written notice so notify the Indemnifying Party shall not, however, not relieve the Indemnifying Party of its indemnification obligationsobligations hereunder, except and only to the extent that the Indemnifying Party is materially prejudiced by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail (excluding anything subject to attorney-client or similar privilege) with respect thereto and shall indicate the estimated amount, if reasonably known and quantifiable and assuming the truth of the facts asserted therein, of the Losses that have been or may be sustained by the Indemnified Party; provided, however, that (a) the notice with respect to a Direct Claim (a “Direct Claim Notice”) need only specify such information to the knowledge of such Indemnified Party as of the date of such notice and (b) shall be updated and amended from time to time by the Indemnified Party by delivering an updated or amended Direct Claim Notice. The Indemnifying Party failure shall have sixty (60) days after its receipt of such notice to respond in writing to such Direct Claim Notice. During such 60-day period, the Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist actually prejudiced the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s, the Companies’ and its Subsidiaries’ premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. The Indemnifying Party may object to a claim for indemnification set forth in a Direct Claim Notice by delivering a notice to the Indemnified Party seeking indemnification within sixty (60) days of the delivery of the applicable Direct Claim Notice (the “Direct Claim Objection Deadline”), setting forth in reasonable detail the objections to the Direct Claim. If the Indemnifying Party notifies does not notify the applicable Indemnified Party within 30 days following the receipt of a notice with respect to any such claim that it objects the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Damages with respect to such claim, such Damages shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall promptly pay to the Indemnified Party any and all Damages arising out of such claim. If the Indemnifying Party has timely disputed its indemnity obligation for any Damages with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by the Direct Claim Objection Deadline or fails arbitration pursuant to object by the Direct Claim Objection DeadlineSection 12.07. In addition, upon receipt of an indemnification notice under this Section 10.04, the Indemnifying Party may propose to the Indemnified Party ways to cure the applicable claim by written notice specifying the details for such proposal and the time period required for such cure; provided that the Indemnifying Party shall be deemed to acknowledge that it would have rejected an indemnity obligation for the Damages resulting from such claim, in which case ; provided further that the Indemnified Party shall be free have full discretion to pursue consider if it wishes to accept such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreementproposal.

Direct Claim Procedures. (a) In the event an a Buyer Indemnified Party brings Person has a claim for indemnity under ‎Section 9.2(a) against an the Indemnifying Party Person that does not involve a Third Third-Party Claim (a “Direct Claim”), the such Buyer Indemnified Party shall Person agrees to give reasonably prompt notice thereof in writing to the Indemnifying Person. Such notice shall set forth in reasonable detail the known facts and circumstances of such Direct Claim and the basis for indemnification in respect thereof (taking into account the information then available to the Indemnifying PartyBuyer Indemnified Person). The failure of a Buyer Indemnified Person to give such prompt written notice shall not, however, relieve so notify the Indemnifying Party Person shall not relieve any Indemnifying Person of its indemnification obligationsobligations hereunder, except and only to the extent that such failure shall have prejudiced the Indemnifying Party is materially prejudiced by reason Person (and then the Indemnifying Person shall only be released to the extent of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail (excluding anything subject to attorney-client or similar privilege) with respect thereto and shall indicate the estimated amount, if reasonably known and quantifiable and assuming the truth of the facts asserted therein, of the Losses that have been or may be sustained by the Indemnified Party; provided, however, that (a) the notice with respect to a Direct Claim (a “Direct Claim Notice”) need only specify such information to the knowledge of such Indemnified Party as of the date of such notice and prejudice). (b) shall be updated and amended from time to time by the Indemnified Party by delivering an updated or amended Direct Claim Notice. The Indemnifying Party shall have Within sixty (60) days after its following the receipt of such notice to respond in writing to such Direct Claim Notice. During such 60-day period, the Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist the Claim notice by an Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s, the Companies’ and its Subsidiaries’ premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. The Indemnifying Party may object to a claim for indemnification set forth in a Direct Claim Notice by delivering a notice to the Indemnified Party seeking indemnification within sixty (60) days of the delivery of the applicable Direct Claim Notice Person (the “Direct Claim Objection DeadlineDispute Period”), setting forth in reasonable detail the objections Indemnifying Person may deliver to the Buyer Indemnified Person who delivered notice of the Direct ClaimClaim a written response (the “Response Notice”) in which the Indemnifying Person may: (i) agree that the full amount of the Direct Claim is owed to such Buyer Indemnified Person, (ii) agree that part, but not all, of the claimed amount (the “Agreed Amount”) is owed to the Buyer Indemnified Person, or (iii) assert that no part of the claimed amount is owed to such Buyer Indemnified Person. Any part of the claimed amount that is not agreed to be owed to the Buyer Indemnified Person pursuant to the Response Notice (or the entire claimed amount, if the Indemnifying Person asserts in the Response Notice that no part of the claimed amount is owed to the Buyer Indemnified Person) is referred to in this Agreement as the “Contested Amount”. (c) If the Indemnifying Person delivers a Response Notice to a Buyer Indemnified Person indicating that there is a Contested Amount, the Indemnifying Person and the Buyer Indemnified Person shall attempt in good faith to resolve the dispute related to the Contested Amount within thirty (30) days after the date on which such Response Notice is provided (or such longer period as the Parties may mutually agree in writing). If the Indemnifying Party notifies Person and the applicable Buyer Indemnified Party Person fail to reach a resolution on the Contested Amount that it objects by is the Direct Claim Objection Deadline or fails to object by subject of a Response Notice, during such thirty (30) day period after the Direct Claim Objection Deadline, date on which the Indemnifying Party Person delivers such Response Notice, such dispute shall be deemed to have rejected such claim, settled in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreementaccordance with ýSection 10.7.

Direct Claim Procedures. (a) In the event an Indemnified Party brings has a claim for indemnity under ‎‎Section 11.02 against an Indemnifying Party that does not involve a Third Party Claim (a “Direct Claim”), the Indemnified Party shall agrees to give prompt notice in writing writing, and as promptly as practicable, of such Direct Claim claim to the Indemnifying Party. The failure to give such prompt written , which notice shall not, however, relieve in no event be delivered to the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party is materially prejudiced by reason of such failure. Such notice by later than 60 days after the Indemnified Party shall describe the Direct Claim in reasonable detail (excluding anything subject to attorney-client or similar privilege) with respect thereto and shall indicate the estimated amount, if reasonably known and quantifiable and assuming the truth first learns of the facts asserted therein, of the Losses that have been or may be sustained by the Indemnified Party; provided, however, that on which such claim is based (a) the notice with respect to a Direct Claim (a “Direct Claim Notice”) need only specify such information to the knowledge of such Indemnified Party as of the date of such notice and (b) shall be updated and amended from time to time by the Indemnified Party by delivering an updated or amended Direct Claim Notice. The Indemnifying Party shall have sixty (60) days after its receipt of such notice to respond in writing to such Direct Claim Notice. During such 60-day period, the “Notice Period”). Such notice shall set forth in reasonable detail such claim and the basis for indemnification and the amount of such Damages incurred or that such Indemnified Party shall allow reasonably estimates in good faith is likely to be incurred in connection with such claim (taking into account the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access then available to the Indemnified Party’s, the Companies’ and its Subsidiaries’ premises and personnel and the right ). The failure to examine and copy any accounts, documents or records) as notify the Indemnifying Party or any as promptly as practicable within the Notice Period shall not relieve the Indemnifying Party of its professional advisors may reasonably request. The obligations hereunder, except to the extent that such failure shall have actually prejudiced the Indemnifying Party may object (in which case relieved only to a the extent of such prejudice), and in any event, the Indemnifying Party shall have no indemnification obligation in respect of any claim for indemnification set forth in a Direct Claim Notice by delivering a which notice to the Indemnified Party seeking indemnification within sixty (60) days of the delivery is delivered following expiration of the applicable Direct Claim Notice Period for such claim. (the “Direct Claim Objection Deadline”), setting forth in reasonable detail the objections to the Direct Claim. b) If the Indemnifying Party notifies the applicable Indemnified Party that it objects by does not dispute its liability to the Direct Indemnified Party with respect to any claim other than a Third Party Claim Objection Deadline or fails to object by notify the Direct Claim Objection DeadlineIndemnified Party within the Dispute Period, the Damages arising from any such claim shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall be deemed to have rejected pay the amount of such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available Damages to the Indemnified Party on demand following the terms final determination thereof. If the Indemnifying Party has timely disputed its liability with respect to such claim, the Indemnifying Party and subject the Indemnified Party shall proceed in good faith to the provisions negotiate a resolution of this Agreementsuch dispute and, if not resolved through negotiations, either party may seek a resolution of such dispute by litigation in a court of competent jurisdiction pursuant to ‎Section 13.06.

Direct Claim Procedures. (a) In the event an Indemnified Party brings Indemnitee has a claim for indemnity under Section 4.02 against an Indemnifying Party that does not involve a Third Third-Party Claim (a “Direct Claim”), the Indemnified Party shall Indemnitee agrees to give prompt notice in writing writing, as promptly as practicable, of such Direct Claim claim to the Indemnifying Party. The failure , which notice will in no event be delivered to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to later than 60 days after the extent that the Indemnifying Party is materially prejudiced by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail (excluding anything subject to attorney-client or similar privilege) with respect thereto and shall indicate the estimated amount, if reasonably known and quantifiable and assuming the truth Indemnitee first learns of the facts asserted therein, of the Losses that have been or may be sustained by the Indemnified Party; provided, however, that on which such claim is based (a) the notice with respect to a Direct Claim (a “Direct Claim Notice”) need only specify such information to the knowledge of such Indemnified Party as of the date of such notice and (b) shall be updated and amended from time to time by the Indemnified Party by delivering an updated or amended Direct Claim Notice. The Indemnifying Party shall have sixty (60) days after its receipt of such notice to respond in writing to such Direct Claim Notice. During such 60-day period, the Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s, the Companies’ and its Subsidiaries’ premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. The Indemnifying Party may object to a claim for indemnification set forth in a Direct Claim “Notice by delivering a notice to the Indemnified Party seeking indemnification within sixty (60) days of the delivery of the applicable Direct Claim Notice (the “Direct Claim Objection DeadlinePeriod”), setting . Such notice will set forth in reasonable detail such claim and the objections basis for indemnification and the amount of such damages incurred or that such Indemnitee reasonably estimates in good faith is likely to be incurred in connection with such claim (all taking into account the information then in the possession or under the control of the Indemnitee). The failure to notify the Indemnifying Party within the Notice Period will not relieve the Indemnifying Party of its obligations hereunder, except to the Direct Claim. extent that such failure shall have actually prejudiced the Indemnifying Party (in which case relieved only to the extent of such prejudice). (b) If the Indemnifying Party notifies the applicable Indemnified Party Indemnitee that it objects by does not dispute its liability to the Direct Claim Objection Deadline or fails Indemnitee with respect to object by any claim other than a Third-Party 39 Claim, the Direct Claim Objection Deadlinedamages arising from any such claim will be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party will pay the amount of such damages to the Indemnitee on demand following the final determination thereof. If the Indemnifying Party has disputed its liability with respect to such claim, the Indemnifying Party shall be deemed and the Indemnitee will proceed in good faith to have rejected negotiate a resolution of such claimdispute in accordance with ARTICLE V and, if not resolved in which case the Indemnified Party shall be free accordance with ARTICLE V, either party may seek a resolution of such dispute by litigation in a court of competent jurisdiction pursuant to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this AgreementSection 7.03.

Direct Claim Procedures. In the event an (a) An Indemnified Party brings seeking indemnification in respect of, arising out of or involving a claim for indemnity against an Indemnifying Party Loss that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party (a “Direct Claim”), the Indemnified Party ) shall give prompt notice deliver a Claim Notice in writing of such Direct Claim respect thereof to the Indemnifying PartyParty with reasonable promptness (but in any event no later than 10 Business Days after becoming aware of facts supporting such Direct Claim), and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request. The failure to give such prompt written notice shall nottimely deliver a Claim Notice, however, relieve shall not release the Indemnifying Party from any of its indemnification obligations, obligations under this Article 11 except and only to the extent that the Indemnifying Party is materially prejudiced by reason of such failure. Such notice by the . (b) The Indemnified Party shall describe reasonably cooperate and assist the Indemnifying Party in determining the validity of any Direct Claim in Claim, including by providing reasonable detail (excluding anything subject access to attorney-client or similar privilege) with respect thereto and shall indicate the estimated amountcopies of information, if reasonably known records and quantifiable and assuming the truth of the facts asserted therein, of the Losses that have been or may be sustained by the Indemnified Partydocuments relating to such Direct Claim; provided, however, that (a) the notice with respect to a Direct Claim (a “Direct Claim Notice”) need only specify such information to the knowledge of such Indemnified Party as of the date of such notice actions and (b) shall be updated and amended from time to time cooperation by the Indemnified Party by delivering an updated will not unduly disrupt the operations of the Indemnified Party’s business or amended cause the Indemnified Party to waive any statutory or common law privileges, breach any confidentiality obligations owed to third parties or otherwise cause any confidential information of the Indemnified Party to become public. (c) If the Indemnifying Party does not notify the Indemnified Party within [***] following its receipt of a Claim Notice in respect of a Direct Claim Notice. The that the Indemnifying Party disputes its liability to the Indemnified Party hereunder, such Direct Claim specified by the Indemnified Party in such Claim Notice shall be conclusively deemed a liability of the Indemnifying Party hereunder and the Indemnifying Party shall have sixty (60) days after its receipt of such notice to respond in writing to such Direct Claim Notice. During such 60-day period, indemnify the Indemnified Party shall allow for such Losses (or, in the case of any notice in which the Losses (or any portion thereof) are estimated, the amount of such Losses (or such portion thereof) as finally determined) subject to the limitations of this Article 11. If the Indemnifying Party and its professional advisors agrees that it has an indemnification obligation but asserts that it is obligated to investigate pay a lesser amount than that claimed by the matter Indemnified Party, the Indemnifying Party shall indemnify the Indemnified Party for such lesser amount, without prejudice to or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect waiver of the Direct ClaimIndemnified Party’s claim for the difference. If the Indemnifying Party contests the payment of all or part of the claimed amount, the Indemnifying Party and the Indemnified Party shall assist use good faith efforts to resolve such dispute. If such dispute is not resolved within [***] following the Indemnifying Party’s investigation delivery by giving such information and assistance (including access to the Indemnified Party’s, the Companies’ and its Subsidiaries’ premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. The Indemnifying Party may object to a claim for indemnification set forth in a Direct Claim Notice by delivering a notice to the Indemnified Party seeking indemnification within sixty (60) days of the delivery of the applicable Direct Claim Notice (the “Direct Claim Objection Deadline”), setting forth in reasonable detail the objections to the Direct Claim. If the Indemnifying Party notifies the applicable Indemnified Party that it objects by the Direct Claim Objection Deadline or fails to object by the Direct Claim Objection Deadlinesuch response, the Indemnifying Party shall be deemed to have rejected such claim, in which case and the Indemnified Party shall be free each have the right to pursue submit such remedies as may be available dispute to the Indemnified Party on the terms and subject to arbitration in accordance with the provisions of this AgreementSection 13.10.

Direct Claim Procedures. In the event an Indemnified Party brings has a claim for indemnity under Section 7.02 against an Indemnifying Party that does not involve a Third Third-Party Claim (a “Direct Claim”), the Indemnified Party shall agrees to give prompt notice in writing written notice, as promptly as practicable, of such Direct Claim claim to the Indemnifying Party, which notice shall in no event be delivered 56 #93878383v22 to the Indemnifying Party later than 30 days after the Indemnified Party first learns of the facts on which such claim is based (such 30-day period, the “Notice Period”). Such notice shall set forth in reasonable detail such claim and the basis for indemnification and the amount of such Damages incurred or that such Indemnified Party reasonably estimates in good faith is likely to be incurred in connection with such claim (taking into account the information then known by the Indemnified Party). The failure to give such prompt written notice notify the Indemnifying Party as promptly as practicable within the Notice Period shall not, however, not relieve the Indemnifying Party of its indemnification obligationsobligations hereunder, (i) unless the Indemnified Party fails to deliver notice prior to the expiration of the applicable survival period or (ii) except and only to the extent that such failure shall have actually prejudiced the Indemnifying Party is materially prejudiced by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail (excluding anything subject to attorney-client or similar privilege) with respect thereto and shall indicate the estimated amount, if reasonably known and quantifiable and assuming the truth of the facts asserted therein, of the Losses that have been or may be sustained by the Indemnified Party; provided, however, that (a) the notice with respect to a Direct Claim (a “Direct Claim Notice”) need only specify such information to the knowledge of such Indemnified Party as of the date of such notice and (b) shall be updated and amended from time to time by the Indemnified Party by delivering an updated or amended Direct Claim Notice. The Indemnifying Party shall have sixty (60) days after its receipt of such notice to respond in writing to such Direct Claim Notice. During such 60-day period, the Indemnified Party shall allow the Indemnifying Party and its professional advisors Representatives to investigate the matter or circumstance alleged to give have given rise to the Direct Claimsuch claim, and whether whether, and to what extent extent, any amount is payable in respect of the Direct Claimsuch claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving making available such reasonably requested information and assistance (including reasonable access to the Indemnified Party’s, the Companies’ and its Subsidiaries’ premises and relevant personnel and the right to examine inspect and copy any accounts, documents documents, records or recordsother information) of the Assets as the Indemnifying Party or any of its professional advisors Representatives may reasonably request. The Indemnifying Party may object to a claim for indemnification set forth in a Direct Claim Notice by delivering a notice to the Indemnified Party seeking indemnification within sixty (60) days of the delivery of the applicable Direct Claim Notice (the “Direct Claim Objection Deadline”), setting forth in reasonable detail the objections to the Direct Claim. If the Indemnifying Party notifies the applicable Indemnified Party that it objects by the Direct Claim Objection Deadline or fails to object by the Direct Claim Objection Deadline, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claim Procedures. (a) In the event an Indemnified Party brings has a claim for indemnity under Section 12.02 against an Indemnifying Party that does not involve a Third Party Claim (a “Direct Claim”), the Indemnified Party shall agrees to give prompt notice in writing of such Direct Claim claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to give such prompt written notice so notify the Indemnifying Party shall not, however, not relieve the Indemnifying Party of its indemnification obligationsobligations hereunder, except and only to the extent that the Indemnifying Party is materially prejudiced by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail (excluding anything subject to attorney-client or similar privilege) with respect thereto and shall indicate the estimated amount, if reasonably known and quantifiable and assuming the truth of the facts asserted therein, of the Losses that have been or may be sustained by the Indemnified Party; provided, however, that (a) the notice with respect to a Direct Claim (a “Direct Claim Notice”) need only specify such information to the knowledge of such Indemnified Party as of the date of such notice and (b) shall be updated and amended from time to time by the Indemnified Party by delivering an updated or amended Direct Claim Notice. The Indemnifying Party failure shall have sixty (60) days after its receipt of such notice to respond in writing to such Direct Claim Notice. During such 60-day period, the Indemnified Party shall allow the Indemnifying Party materially and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist adversely prejudiced the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s, the Companies’ and its Subsidiaries’ premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. The Indemnifying Party may object to a claim for indemnification set forth in a Direct Claim Notice by delivering a notice to the Indemnified Party seeking indemnification within sixty (60) days of the delivery of the applicable Direct Claim Notice (the “Direct Claim Objection Deadline”), setting forth in reasonable detail the objections to the Direct Claim. If the Indemnifying Party notifies does not notify the applicable Indemnified Party within 30 days following the receipt of a notice with respect to any such claim that it objects by the Direct Claim Objection Deadline or fails Indemnifying Party disputes its indemnity obligation to object by the Direct Claim Objection DeadlineIndemnified Party for any Damages with respect to such claim, such Damages shall be conclusively deemed a liability of the Indemnifying Party (subject to the limitations set forth herein) and the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available promptly pay to the Indemnified Party on the terms any and all Damages arising out of such claim (subject to the provisions limitations set forth herein). If the Indemnifying Party has timely disputed its indemnity obligation for any Damages with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of jurisdiction determined pursuant to Section 14.07. (b) For all purposes under this AgreementSection 12.04, Sellers' Representative shall act on behalf of any Indemnifying Party that is a Seller, an Affiliate of Seller or their respective successors and assigns and Buyer shall be entitled to provide notices to Sellers' Representative in lieu of such Indemnifying Party.