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. 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. 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 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 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. 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. 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. 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 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).