Common use of Direct Claims Clause in Contracts

Direct Claims. Other than with respect to Third Party Claims, which shall be governed by Section 6.4(b), each Air Products Indemnitee and Versum Indemnitee (each, an “Indemnitee”) shall notify in writing, with respect to any matter that such Indemnitee has determined has given or could give rise to a right of indemnification under this Agreement or any Ancillary Agreement, the Party which is or may be required pursuant to this Article VI or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”), within thirty (30) days of such determination, stating in such written notice the amount of the Indemnifiable Loss claimed, if known, and, to the extent practicable, method of computation thereof, and referring to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to provide such written notice within the thirty (30) day period described above shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. The Indemnifying Party will have a period of thirty (30) days after receipt of a notice under this Section 6.4(a) within which to respond thereto. If the Indemnifying Party fails to respond within such period, the Liability specified in such notice from the Indemnitee shall be conclusively determined to be a Liability of the Indemnifying Party hereunder. If such Indemnifying Party responds within such period and rejects such claim in whole or in part, the disputed matter shall be resolved in accordance with Article VIII.

Direct Claims. Other than with respect to Third Party Claims, which shall be governed by Section 6.4(b6.5(b), each Air Products Xxxxxxx International Indemnitee and Versum Xxxxxxx Electronics Indemnitee (each, an “Indemnitee”) shall notify in writing, with respect to any matter that such Indemnitee has determined has given or could give rise to a right of indemnification under this Agreement or any Ancillary Agreement, the Party which is or may be required pursuant to this Article VI or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”), within thirty (30) days of such determination, stating in such written notice the amount of the Indemnifiable Loss claimed, if known, and, to the extent practicable, method of computation thereof, and referring to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to provide such written notice within the thirty (30) day period described above shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failure. The Each such Indemnitee shall provide the applicable Indemnifying Party will have with reasonable access, upon reasonable prior written notice and during normal business hours, in a period manner so as not to unreasonably interfere in any material respect with the normal business operations of thirty (30) days after receipt such Indemnitee, to its books and records, properties and personnel relating to the claim the Indemnitee has determined has given or could give rise to a right of a notice indemnification under this Section 6.4(a) within which to respond thereto. If the Indemnifying Party fails to respond within such period, the Liability specified in such notice from the Indemnitee shall be conclusively determined to be a Liability of the Indemnifying Party hereunder. If such Indemnifying Party responds within such period and rejects such claim in whole Agreement or in part, the disputed matter shall be resolved in accordance with Article VIIIany Ancillary Agreement.

Direct Claims. Other than with respect to Third Party Claims, which shall be governed by Section 6.4(b5.4(b), each Air Products Xxxxxxx Indemnitee and Versum Veralto Indemnitee (each, an “Indemnitee”) shall notify in writing, with respect to any matter that such Indemnitee has determined has given or could give rise to a right of indemnification under this Agreement or any Ancillary Agreement, the Party which is or may be required pursuant to this Article VI V or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”), within thirty forty-five (3045) days of such determination, stating in such written notice the amount of the Indemnifiable Loss claimed, if known, and, to the extent practicable, method of computation thereof, and referring to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to provide such written notice within the thirty (30) day period described above shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failure. The Indemnifying Party will have a period of thirty forty-five (3045) days after receipt of a notice under this Section 6.4(a5.4(a) within which to respond thereto. If the Indemnifying Party fails to respond within such period, the Liability specified in such notice from the Indemnitee shall be conclusively determined to be a Liability of the Indemnifying Party hereunder. If such Indemnifying Party responds within such period and rejects such claim in whole or in part, the disputed matter shall be resolved in accordance with Article VIIIVII.

Direct Claims. Other than with respect to Third Party ClaimsClaims (as defined below), which shall be governed by Section 6.4(b5.03(b), each Air Products Indemnitee Ballantyne indemnitee and Versum Indemnitee Strong Global indemnitee (each, an “Indemnitee”) shall notify in writing, with respect to any matter that such Indemnitee has determined has given or could give rise to a right of indemnification under this Agreement or any Ancillary Agreement, the Party which is or may be required pursuant to this Article VI or pursuant to any Ancillary Agreement to make such indemnification V (the “Indemnifying Party”), within thirty forty-five (3045) days of such determination, stating in such written notice the amount of the Indemnifiable Loss claimed, if known, and, to the extent practicable, method of computation thereof, and referring to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to provide such written notice within the thirty (30) day period described above shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failure. The Indemnifying Party will have a period of thirty forty-five (3045) days after receipt of a notice under this Section 6.4(a5.03(a) within which to respond thereto. If the Indemnifying Party fails to respond within such period, the Liability specified in such notice from the Indemnitee shall be conclusively determined to be a Liability of the Indemnifying Party hereunder. If such Indemnifying Party responds within such period and rejects such claim in whole or in part, the disputed matter shall be resolved in accordance with Article VIIISection 8.14.

Direct Claims. Other than with respect to Third Party Claims, which shall be governed by Section 6.4(b), each Air Products Indemnitee and Versum Indemnitee ): (each, an “Indemnitee”i) shall notify in writing, with respect to any matter that such if a Cyclerion Indemnitee has determined has given or could give rise to made a right of indemnification under this Agreement or any Ancillary Agreement, the Party which determination that it is or may be required entitled to indemnification in respect of any Cyclerion Claim, the Cyclerion Indemnitee shall so notify Ironwood as promptly as reasonably possible after becoming aware of the existence of such Cyclerion Claim; and (ii) if an Ironwood Indemnitee has made a determination that it is or may be entitled to indemnification in respect of any Ironwood Claim, the Ironwood Indemnitee shall so notify Cyclerion as promptly as reasonably possible after becoming aware of the existence of such Ironwood Claim (any such claim made pursuant to Section 6.4(a)(i) or this Article VI or pursuant to any Ancillary Agreement to make such indemnification (the Section 6.4(a)(ii), a “Indemnifying PartyDirect Claim”). Each such notice shall be in writing and shall describe in reasonable detail the basis for the claim for indemnification hereunder and set forth, within thirty (30) days of such determinationto the extent known, stating in such written notice the estimated amount of the Indemnifiable Loss claimed, if known, andLosses for which indemnification may be sought hereunder relating to such claim (including, to the extent practicable, the method of computation thereof, and referring to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises); provided, however, that the failure to provide such written notice within the thirty (30) day period described above shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failure. The Indemnifying Party will have a period of thirty forty-five (3045) days after receipt of a any such notice under this Section 6.4(a) within which to respond to the claimant thereto. If the Indemnifying Party fails to respond within such period, the Liability claim specified in such notice from the Indemnitee shall be conclusively determined to be a Liability of an indemnifiable claim for which the Indemnifying Party hereunder. If such Indemnifying Party responds within such period and rejects such claim in whole or in part, the disputed matter shall be resolved in accordance with Article VIIIliable to the applicable Indemnitee(s) hereunder.

Direct Claims. Other than with respect to Third Party Claims, which shall be governed by Section 6.4(b5.4(b), each Air Products Ligand Indemnitee and Versum OmniAb Indemnitee (each, an “Indemnitee”) shall notify in writing, with respect to any matter that such Indemnitee has determined has given or could give rise to a right of indemnification under this Agreement or any Ancillary Agreement, the Party which is or may be required pursuant to this Article VI V or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”), within thirty forty-five (3045) days of such determination, stating in such written notice the amount of the Indemnifiable Loss claimed, if known, and, to the extent practicable, method of computation thereof, and referring to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to provide such written notice within the thirty (30) day period described above shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failure. The Indemnifying Party will have a period of thirty forty-five (3045) days after receipt of a notice under this Section 6.4(a5.4(a) within which to respond thereto. If the Indemnifying Party fails to respond within such period, the Liability specified in such notice from the Indemnitee shall be conclusively determined to be a Liability of the Indemnifying Party hereunder. If such Indemnifying Party responds within such period and rejects such claim in whole or in part, the disputed matter shall be resolved in accordance with Article VIIIVII.

Direct Claims. Other than with respect to Third Party Claims, which shall be governed by Section 6.4(b), each Air Products IR Indemnitee and Versum Allegion Indemnitee (each, an “Indemnitee”) shall notify in writing, with respect to any matter that such Indemnitee has determined has given or could give rise to a right of indemnification under this Agreement or any Ancillary Agreement, the Party which is or may be required pursuant to this Article VI or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”), within thirty (30) days of such determination, stating in such written notice the amount of the Indemnifiable Loss claimed, if known, and, to the extent practicable, method of computation thereof, and referring to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to provide such written notice within the thirty (30) day period described above shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failure. The Each such Indemnitee shall provide the applicable Indemnifying Party will have with reasonable access, upon reasonable prior written notice and during normal business hours, in a period manner so as not to unreasonably interfere in any material respect with the normal business operations of thirty (30) days after receipt such Indemnitee, to its books and records, properties and personnel relating to the claim the Indemnitee has determined has given or could give rise to a right of a notice indemnification under this Section 6.4(a) within which to respond thereto. If the Indemnifying Party fails to respond within such period, the Liability specified in such notice from the Indemnitee shall be conclusively determined to be a Liability of the Indemnifying Party hereunder. If such Indemnifying Party responds within such period and rejects such claim in whole Agreement or in part, the disputed matter shall be resolved in accordance with Article VIIIany Ancillary Agreement.

Direct Claims. Other than with respect to Third Party Claims, which shall be governed by Section 6.4(b), each Air Products DuPont Indemnitee and Versum Chemours Indemnitee (each, an “Indemnitee”) shall notify in writing, with respect to any matter that such Indemnitee has determined has given or could give rise to a right of indemnification under this Agreement or any Ancillary Agreement, the Party which is or may be required pursuant to this Article VI or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”), within thirty forty-five (3045) days of such determination, stating in such written notice the amount of the Indemnifiable Loss claimed, if known, and, to the extent practicable, method of computation thereof, and referring to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to provide such written notice within the thirty (30) day period described above shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failure. The Indemnifying Party will have a period of thirty forty-five (3045) days after receipt of a notice under this Section 6.4(a) within which to respond thereto. If the Indemnifying Party fails to respond within such period, the Liability specified in such notice from the Indemnitee shall be conclusively determined to be a Liability of the Indemnifying Party hereunder. If such Indemnifying Party responds within such period and rejects such claim in whole or in part, the disputed matter shall be resolved in accordance with Article VIII.

Direct Claims. Other than with respect to Third Party Claims, which shall be governed by Section 6.4(b), each Air Products Parent Indemnitee and Versum SpinCo Indemnitee (each, an “Indemnitee”) shall notify in writing, with respect to any matter that such Indemnitee has determined has given or could give rise to a right of indemnification under this Agreement or any Ancillary Agreement, the Party which is or may be required pursuant to this Article VI or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”), within thirty forty-five (3045) days of such determination, stating in such written notice the amount of the Indemnifiable Loss claimed, if known, and, to the extent practicable, method of computation thereof, and referring to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to provide such written notice within the thirty (30) day period described above shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failure. The Indemnifying Party will have a period of thirty forty-five (3045) days after receipt of a notice under this Section 6.4(a) within which to respond thereto. If the Indemnifying Party fails to respond within such period, the Liability specified in such notice from the Indemnitee shall be conclusively determined to be a Liability of the Indemnifying Party hereunder. If such Indemnifying Party responds within such period and rejects such claim in whole or in part, the disputed matter shall be resolved in accordance with Article VIII.

Direct Claims. Other than with respect to Third Party Claims, which shall be governed by Section 6.4(b), each Air Products Xxxxxxx Indemnitee and Versum Fortive Indemnitee (each, an “Indemnitee”) shall notify in writing, with respect to any matter that such Indemnitee has determined has given or could give rise to a right of indemnification under this Agreement or any Ancillary Agreement, the Party which is or may be required pursuant to this Article VI or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”), within thirty forty-five (3045) days of such determination, stating in such written notice the amount of the Indemnifiable Loss claimed, if known, and, to the extent practicable, method of computation thereof, and referring to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to provide such written notice within the thirty (30) day period described above shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failure. The Indemnifying Party will have a period of thirty forty-five (3045) days after receipt of a notice under this Section 6.4(a) within which to respond thereto. If the Indemnifying Party fails to respond within such period, the Liability specified in such notice from the Indemnitee shall be conclusively determined to be a Liability of the Indemnifying Party hereunder. If such Indemnifying Party responds within such period and rejects such claim in whole or in part, the disputed matter shall be resolved in accordance with Article VIII.

Direct Claims. Other than with respect to Third Party ClaimsIf either a Parent Indemnitee, which on the one hand, or a Stockholder Indemnitee, on the other hand, shall be governed by Section 6.4(b), each Air Products Indemnitee and Versum Indemnitee have a claim for indemnification hereunder (each, an the “Indemnitee”) shall notify in writing, with respect to for any matter that such Indemnitee has determined has given or could give rise to claim other than a right of indemnification under this Agreement or any Ancillary Agreementclaim asserted by a third party, the Party which Indemnitee shall, as promptly as is or may be required pursuant practicable, give written notice to this Article VI or pursuant to any Ancillary Agreement to make such the party from whom indemnification is sought (the “Indemnifying PartyIndemnitor”), within thirty (30) days of such determination, stating in such written notice the amount of the Indemnifiable Loss claimed, if known, nature and, to the extent practicable, method a good faith estimate of computation thereofthe amount, and referring to of the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the claim. The failure to provide make timely delivery of such written notice within by the thirty (30) day period described above Indemnitee to the Indemnitor shall not release relieve the Indemnifying Party Indemnitor from any of its obligations liability under this Article VIII with respect to such matter, except and solely to the extent the Indemnifying Party shall have been Indemnitor is actually materially prejudiced as a result by failure to give such notice. If the Indemnitor does not notify the Indemnitee within fifteen (15) days that the Indemnitor disputes such claim, the amount of such failureclaim shall be conclusively deemed a Loss of the Indemnitor hereunder. The Indemnifying Party will have In case an objection is made in writing by the Indemnitor prior to the expiration of such fifteen (15)-day period, the Indemnitor and the Indemnitee shall attempt in good faith for a period of thirty fifteen (3015) days after receipt to agree upon the rights of a notice under this Section 6.4(a) within which the respective parties with respect to respond theretosuch claim. If the Indemnifying Party fails to respond within Indemnitee and Indemnitor so agree, a memorandum setting forth such period, agreement and the Liability specified in agreed upon dollar amount of liability for such notice from claim of the Indemnitor shall be prepared and signed by the Indemnitee and the Indemnitor. If the Indemnitee and Indemnitor are unable to so agree, either party shall be conclusively determined permitted to be a Liability pursue resolution of the Indemnifying Party hereunder. If such Indemnifying Party responds within such period and rejects such claim in whole or in part, the disputed matter shall be resolved dispute in accordance with Article VIIISection 10.11.

Direct Claims. Other than with respect to Third Party Claims, which shall be governed by Section 6.4(b5.4(b), each Air Products Inpixon Indemnitee and Versum CXApp Indemnitee (each, an “Indemnitee”) shall notify in writing, with respect to any matter that such Indemnitee has determined has given or could give rise to a right of indemnification under this Agreement or any Ancillary Agreement, the Party which is or may be required pursuant to this Article VI V or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”), within thirty forty-five (3045) days of such determination, stating in such written notice the amount of the Indemnifiable Loss claimed, if known, and, to the extent practicable, method of computation thereof, and referring to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to provide such written notice within the thirty (30) day period described above shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failure. The Indemnifying Party will have a period of thirty forty-five (3045) days after receipt of a notice under this Section 6.4(a5.4(a) within which to respond thereto. If the Indemnifying Party fails to respond within such period, the Liability specified in such notice from the Indemnitee shall be conclusively determined to be a Liability of the Indemnifying Party hereunder. If such Indemnifying Party responds within such period and rejects such claim in whole or in part, the disputed matter shall be resolved in accordance with Article VIIIVII.

Direct Claims. Other than An Indemnitee may assert a claim not involving a Third-Party Claim (a "Direct Claim") by delivering a Claim Notice to the Indemnitor in accordance with Section 12.02 below, within twenty (20) days following the date on which the Indemnitee becomes aware of the circumstances or occurrence giving rise to the Direct Claim. The Indemnitor shall have no liability for any Indemnifiable Loss arising from a Direct Claim in respect of which a Claim Notice is not timely delivered in accordance with the preceding sentence, unless the Indemnitor has not been materially prejudiced in any material respect to Third Party Claimssuch failure to deliver the Claim Notice with the twenty (20)-day period. If the Indemnitor does not notify the Indemnitee within twenty (20) days following its receipt of such Claim Notice that the Indemnitor disputes its liability to the Indemnitee, which the Direct Claim specified by the Indemnitee in the Claim Notice shall be governed by Section 6.4(b)conclusively deemed an Indemnifiable Loss, each Air Products Indemnitee and Versum Indemnitee (eachhereunder, an “Indemnitee”) shall notify in writing, with respect subject to any matter that such Indemnitee has determined has given or could give rise to a right the provisions of indemnification under this Agreement or any Ancillary AgreementArticle X, the Party which is or may be required pursuant to this Article VI or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”), within thirty (30) days of such determination, stating in such written notice Indemnitor shall pay the amount of the Indemnifiable Loss claimed, if known, and, to the extent practicableIndemnitee within ten (10) Business Days or, method in the case of computation thereofany Direct Claim as to which the amount of the Indemnifiable Loss arising therefrom is estimated, and referring to within ten (10) Business Days after such later date on which the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to provide such written notice within the thirty (30) day period described above shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result amount of such failure. The Indemnifying Party will have a period of thirty (30) days after receipt of a notice under this Section 6.4(a) within which to respond thereto. If the Indemnifying Party fails to respond within such period, the Liability specified in such notice from the Indemnitee shall be conclusively determined to be a Liability of the Indemnifying Party hereunder. If such Indemnifying Party responds within such period and rejects such claim in whole or in part, the disputed matter shall be resolved in accordance with Article VIIIIndemnifiable Loss is finally determined.

Direct Claims. Other than with respect to Third Party Claims, which shall be governed by Section 6.4(b5.4(b), each Air Products Xxxxxxx Indemnitee and Versum Envista Indemnitee (each, an “Indemnitee”) shall notify in writing, with respect to any matter that such Indemnitee has determined has given or could give rise to a right of indemnification under this Agreement or any Ancillary Agreement, the Party which is or may be required pursuant to this Article VI V or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”), within thirty forty-five (3045) days of such determination, stating in such written notice the amount of the Indemnifiable Loss claimed, if known, and, to the extent practicable, method of computation thereof, and referring to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to provide such written notice within the thirty (30) day period described above shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failure. The Indemnifying Party will have a period of thirty forty-five (3045) days after receipt of a notice under this Section 6.4(a5.4(a) within which to respond thereto. If the Indemnifying Party fails to respond within such period, the Liability specified in such notice from the Indemnitee shall be conclusively determined to be a Liability of the Indemnifying Party hereunder. If such Indemnifying Party responds within such period and rejects such claim in whole or in part, the disputed matter shall be resolved in accordance with Article VIII.

Direct Claims. Other than with respect to Third Party Claims, which shall be governed by Section 6.4(b), each Air Products Indemnitee and Versum Indemnitee (each, an “Indemnitee”) shall notify in writing, with respect to In the event of any matter that such Indemnitee has determined has given or could give rise to a right of claim for indemnification under this Agreement or any Ancillary AgreementArticle X other than a Third Party Claim under Section 10.3(a), the Indemnified Party which is or may be required pursuant shall give written notice thereof (a "Direct Claim Notice") to this Article VI or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”), Party within thirty (30) days after obtaining actual knowledge thereof, stating the nature and basis of such determination, stating in such written notice claim and the amount of the Indemnifiable Loss claimed, if known, and, to the extent practicable, method of computation thereof, and referring to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure reasonable detail. Failure to provide such written notice Direct Claim Notice within the such thirty (30) day period described above shall not release act as a waiver of the Indemnifying Party from any of its obligations Indemnified Party's rights with respect to such claim (i) except as provided in Section 10.4 or (ii) unless, and solely only to the extent that, such failure materially adversely affects the Indemnifying Party's ability to defend against, reduce or eliminate Indemnifiable Losses arising out of such claim. After delivery of the Direct Claim Notice, the Parties shall then meet in an attempt to agree upon a resolution of such Indemnifiable Claim. If the Parties have not resolved any such Indemnifiable Claim within forty-five (45) days after the date that the Direct Claim Notice is delivered, then either Party shall have been actually prejudiced as a result of the right, subject to any express limitations in this Agreement, to pursue any and all remedies available at law or in equity with respect to such failureIndemnifiable Claim. The Indemnifying Party will have a period of thirty Notwithstanding the foregoing (30) days after receipt of a notice under this Section 6.4(a) within which to respond thereto. If including the Indemnifying Party fails to respond within such period, the Liability specified in such notice from the Indemnitee shall be conclusively determined to be a Liability failure of the Indemnifying Parties to agree on a course of action), each Party hereunder. If such Indemnifying Party responds within such period and rejects shall use Commercially Reasonable Efforts to address any claims or liabilities that may provide a basis for an Indemnifiable Claim as if TC1: 469823 Execution Stock Purchase Agreement indemnification did not exist for such claim such that each Party shall respond to any claims or liabilities in whole the same manner it would respond to such claims or liabilities in part, the disputed matter shall be resolved in accordance with Article VIIIabsence of the indemnification provisions of this Agreement.

Direct Claims. Other than with respect to Third Party Claims, which shall be governed by Section 6.4(b), each Air Products JS Global Indemnitee and Versum SharkNinja Indemnitee (each, an “Indemnitee”) shall notify in writing, with respect to any matter that such Indemnitee has determined has given or could give rise to a right of indemnification under this Agreement or any Ancillary Agreement, the Party which is or may be required pursuant to this Article VI or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”), within thirty forty-five (3045) days of such determination, stating in such written notice the amount of the Indemnifiable Loss claimed, if known, and, to the extent practicable, method of computation thereof, and referring to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to provide such written notice within the thirty (30) day period described above shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failure. The Indemnifying Party will have a period of thirty forty-five (3045) days after receipt of a notice under this Section 6.4(a) within which to respond thereto. If the Indemnifying Party fails to respond within such period, the Liability specified in such notice from the Indemnitee shall be conclusively determined to be a Liability of the Indemnifying Party hereunder. If such Indemnifying Party responds within such period and rejects such claim in whole or in part, the disputed matter shall be resolved in accordance with Article VIII.

Direct Claims. Other than with respect to Third Party Claims, which shall be governed by Section 6.4(b5.4(b), each Air Products the Company Indemnitee and Versum SpinCo Indemnitee (each, an “Indemnitee”) shall notify in writing, with respect to any matter that such Indemnitee has determined has given or could give rise to a right of indemnification under this Agreement or any Ancillary Agreement, the Party which is or may be required pursuant to this Article VI V or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”), within thirty forty-five (3045) days of such determination, stating in such written notice the amount of the Indemnifiable Loss claimed, if known, and, to the extent practicable, method of computation thereof, and referring to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to provide such written notice within the thirty (30) day period described above shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failure. The Indemnifying Party will have a period of thirty forty-five (3045) days after receipt of a notice under this Section 6.4(a5.4(a) within which to respond thereto. If the Indemnifying Party fails to respond within such period, the Liability specified in such notice from the Indemnitee shall be conclusively determined to be a Liability of the Indemnifying Party hereunder. If such Indemnifying Party responds within such period and rejects such claim in whole or in part, the disputed matter shall be resolved in accordance with Article VIIIVII.

Direct Claims. Other than with respect to In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claims, which shall Claim being asserted against or sought to be governed by Section 6.4(b), each Air Products Indemnitee and Versum Indemnitee (each, an “Indemnitee”) shall notify in writing, with respect to any matter that collected from such Indemnitee has determined has given or could give rise to a right of indemnification under this Agreement or any Ancillary AgreementIndemnified Party, the Indemnified Party which is or may be required pursuant to this Article VI or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”), within thirty (30) days shall deliver a written notice of such determinationclaim with reasonable promptness to the Indemnifying Party and the Escrow Agent, stating in such written notice the amount if applicable, of the Indemnifiable Loss claimed, if known, nature and, to the extent practicable, method a good faith estimate of computation thereofthe amount, of the claim, which notice (i) must certify that the Indemnified Party has in good faith already sustained some (though not necessarily all) Losses with respect to such claim, and referring (ii) if the Indemnified Party is asserting a claim for breach of any of the representations and warranties contained in Section 3.16 (an “Environmental Breach”), must be accompanied by a written report from a reputable nationally or regionally recognized environmental consulting firm confirming, in reasonable detail, the existence of the conditions as to the provisions of this Agreement in respect of which such right of indemnification an Environmental Breach is claimed by such Indemnitee or arises; provided, however, that the claimed. The failure to provide such written notice, however, (so long as a notice within pursuant to this Section 7.4(b), including the thirty (30requisite certification, is given before the expiration of the applicable period set forth in Section 7.1(a)) day period described above shall not release the Indemnifying Party from any of its obligations under this Article VII except and solely to the extent that the Indemnifying Party is actually and materially prejudiced thereby and shall have been actually prejudiced as a result of such failure. The Indemnifying Party will have a period of thirty (30) days after receipt of a notice under this Section 6.4(a) within which to respond thereto. If not relieve the Indemnifying Party fails from any other obligation or liability that it may have to respond within such period, the Liability specified in such notice from the Indemnitee shall be conclusively determined Indemnified Party pursuant to be a Liability of the Indemnifying Party hereunderthis Article VII. If such Indemnifying Party responds within such period Indemnification Limitations and rejects such claim in whole or in part, the disputed matter shall be resolved in accordance with Article VIIIConditions.

Direct Claims. Other than with respect to Third Party Claims, which shall be governed by Section 6.4(b), each Air Products Indemnitee and Versum Indemnitee (each, an “Indemnitee”) shall notify in writing, with respect to any matter that such Indemnitee has determined has given or could give rise to a right of indemnification under this Agreement or any Ancillary Agreement, the Party which is or may be required pursuant to this Article VI or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”), within thirty (30) days 30)days of such determination, stating in such written notice the amount of the Indemnifiable Loss claimed, if known, and, to the extent practicable, method of computation thereof, and referring to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to provide such written notice within the thirty (30) day period described above shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. The Indemnifying Party will have a period of thirty (30) days after receipt of a notice under this Section 6.4(a) within which to respond thereto. If the Indemnifying Party fails to respond within such period, the Liability specified in such notice from the Indemnitee shall be conclusively determined to be a Liability of the Indemnifying Party hereunder. If such Indemnifying Party responds within such period and rejects such claim in whole or in part, the disputed matter shall be resolved in accordance with Article VIII.

Direct Claims. Other than with respect to Third Party ClaimsClaims (as defined below), which shall be governed by Section 6.4(b5.03(b), each Air Products Indemnitee FG Group Holdings indemnitee and Versum Indemnitee Strong Global indemnitee (each, an “Indemnitee”) shall notify in writing, with respect to any matter that such Indemnitee has determined has given or could give rise to a right of indemnification under this Agreement or any Ancillary Agreement, the Party which is or may be required pursuant to this Article VI or pursuant to any Ancillary Agreement to make such indemnification V (the “Indemnifying Party”), within thirty forty-five (3045) days of such determination, stating in such written notice the amount of the Indemnifiable Loss claimed, if known, and, to the extent practicable, method of computation thereof, and referring to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to provide such written notice within the thirty (30) day period described above shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failure. The Indemnifying Party will have a period of thirty forty-five (3045) days after receipt of a notice under this Section 6.4(a5.03(a) within which to respond thereto. If the Indemnifying Party fails to respond within such period, the Liability specified in such notice from the Indemnitee shall be conclusively determined to be a Liability of the Indemnifying Party hereunder. If such Indemnifying Party responds within such period and rejects such claim in whole or in part, the disputed matter shall be resolved in accordance with Article VIIISection 8.14.

Direct Claims. Other than with respect to Third Third-Party Claims, which shall be governed by Section 6.4(b5.5(b), each Air Products Flex Indemnitee and Versum Nextracker Indemnitee (each, an “Indemnitee”) shall notify in writing, with respect to any matter that such Indemnitee has determined has given or could give rise to a right of indemnification under this Agreement or any Ancillary Agreement, the Party which is or may be required pursuant to this Article VI V or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”), within thirty (30) 90 days of such determination, stating in such written notice the amount of the Indemnifiable Loss claimed, if known, and, to the extent practicable, method of computation thereof, and referring to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to provide such written notice within the thirty (30) day period described above shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failure. The Indemnifying Party will have a period of thirty (30) 90 days after receipt of a notice under this Section 6.4(a5.5(a) within which to respond thereto. If the Indemnifying Party fails to respond within such period, the Liability specified in such notice from the Indemnitee shall be conclusively determined to be a Liability of the Indemnifying Party hereunder. If such Indemnifying Party responds within such period and rejects such claim in whole or in part, the disputed matter shall be resolved in accordance with Article VIII.

Direct Claims. Other than with respect to In the event any Indemnified Party should have a claim against any Indemnifying Party under this Section 9 that does not involve a Third Party Claims, which shall Claim being asserted against or sought to be governed by Section 6.4(b), each Air Products Indemnitee and Versum Indemnitee collected from such Indemnified Party (each, an a “Indemnitee”) shall notify in writing, with respect to any matter that such Indemnitee has determined has given or could give rise to a right of indemnification under this Agreement or any Ancillary Agreement, the Party which is or may be required pursuant to this Article VI or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying PartyDirect Claim”), within thirty (30) days such Indemnified Party shall promptly give a Notice of Claim to the Indemnifying Party; provided that failure to give such determination, stating in such written notice notification on a timely basis shall not affect the amount of the Indemnifiable Loss claimed, if known, and, indemnification provided hereunder except to the extent practicable, method of computation thereof, and referring to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to provide such written notice within the thirty (30) day period described above shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure. The If the Indemnifying Party will have a period of thirty does not notify the Indemnified Party within fifteen (3015) days after following its receipt of such notice that it disputes its liability to the Indemnified Party, such Direct Claim specified by the Indemnified Party in such notice shall be conclusively deemed a notice under liability subject to indemnification pursuant to this Section 6.4(a) within which to respond thereto9. If the Indemnifying Party fails has timely disputed its liability with respect to respond within such periodDirect Claim as provided above, the Liability specified Indemnified Party and the Indemnifying Party shall attempt to resolve in good faith such notice from the Indemnitee shall be conclusively determined to be a Liability dispute within forty-five (45) days of the Indemnifying Party hereunderproviding notice to the Indemnified Party of the dispute of liability (it being understood that such good faith attempt shall not require either party to submit the dispute to arbitration). If such Indemnifying Party responds dispute is not so resolved within such period and rejects forty-five (45) day period, then either party may initiate a lawsuit with respect to the subject matter of such claim in whole or in part, the disputed matter shall be resolved dispute in accordance with Article VIII.with, and subject to the limitations of, Section 10. Table of Contents

Direct Claims. Other than with respect to In the event any Indemnified Party should have a claim against any Indemnifying Party under Section 11.2 or Section 11.3 that does not involve a Third Party ClaimsClaim being asserted against or sought to be collected from such Indemnified Party, which the Indemnified Party shall be governed by Section 6.4(b), each Air Products Indemnitee and Versum Indemnitee deliver written notice of such claim (each, an a “IndemniteeDirect Claim Notice”) shall notify in writing, with respect to any matter that such Indemnitee has determined has given or could give rise to a right of indemnification under this Agreement or any Ancillary Agreement, the Indemnifying Party which is or may be required pursuant to this Article VI or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”), within thirty (30) days after obtaining actual knowledge thereof, stating the nature and basis of such determination, stating in such written notice claim and the amount of the Indemnifiable Loss claimed, if known, and, to the extent practicable, method of computation thereof, and referring to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure reasonable detail. Failure to provide such written notice Direct Claim Notice within the such thirty (30) day period described above shall not release act as a waiver of the Indemnifying Party from any Indemnified Party’s rights with respect to such claim (i) except as provided in Section 11.4 prior to the expiration of its obligations except the applicable survival period for such claim specified in Section 11.1 or (ii) unless, and solely only to the extent that, such failure materially adversely affects the Indemnifying Party’s ability to defend against, reduce or eliminate Losses arising out of such claim. After delivery of the Direct Claim Notice, the Parties shall then meet in an attempt to agree upon a resolution of such claim. If the Parties have not resolved any such claim within forty-five (45) days after the date that the Direct Claim Notice is delivered, then any Party shall have been actually prejudiced as a result of the right, subject to any express limitations in this Agreement, to pursue any and all remedies available at law or in equity with respect to such failureclaim. The Indemnifying Party will have a period of thirty Notwithstanding the foregoing (30) days after receipt of a notice under this Section 6.4(a) within which to respond thereto. If including the Indemnifying Party fails to respond within such period, the Liability specified in such notice from the Indemnitee shall be conclusively determined to be a Liability failure of the Indemnifying Parties to agree on a course of action), each Party hereunder. If such Indemnifying Party responds within such period and rejects shall use commercially reasonable efforts to address any claims or liabilities that may provide a basis for an claim as if indemnification did not exist for such claim such that each Party shall respond to any claims or liabilities in whole the same manner it would respond to such claims or liabilities in part, the disputed matter shall be resolved in accordance with Article VIIIabsence of the indemnification provisions of this Agreement.

Direct Claims. Other than with respect to Third Party Claims, which shall be governed by Section 6.4(b7.4(b), each Air Products JS Global Indemnitee and Versum SharkNinja Indemnitee (each, an “Indemnitee”) shall notify in writing, with respect to any matter that such Indemnitee has determined has given or could give rise to a right of indemnification under this Agreement or any Ancillary Agreement, the Party which is or may be required pursuant to this Article VI VII or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”), within thirty forty-five (3045) days of such determination, stating in such written notice the amount of the Indemnifiable Loss claimed, if known, and, to the extent practicable, method of computation thereof, and referring to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to provide such written notice within the thirty (30) day period described above shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failure. The Indemnifying Party will have a period of thirty forty-five (3045) days after receipt of a notice under this Section 6.4(a7.4(a) within which to respond thereto. If the Indemnifying Party fails to respond within such period, the Liability specified in such notice from the Indemnitee shall be conclusively determined to be a Liability of the Indemnifying Party hereunder. If such Indemnifying Party responds within such period and rejects such claim in whole or in part, the disputed matter shall be resolved in accordance with Article VIIIIX.

Direct Claims. Other than with respect to Third Party Claims, which shall be governed by Section 6.4(b5.4(b), each Air Products Fortive Indemnitee and Versum Vontier Indemnitee (each, an “Indemnitee”) shall notify in writing, with respect to any matter that such Indemnitee has determined has given or could give rise to a right of indemnification under this Agreement or any Ancillary Agreement, the Party which is or may be required pursuant to this Article VI V or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”), within thirty forty-five (3045) days of such determination, stating in such written notice the amount of the Indemnifiable Loss claimed, if known, and, to the extent practicable, method of computation thereof, and referring to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to provide such written notice within the thirty (30) day period described above shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failure. The Indemnifying Party will have a period of thirty forty-five (3045) days after receipt of a notice under this Section 6.4(a5.4(a) within which to respond thereto. If the Indemnifying Party fails to respond within such period, the Liability specified in such notice from the Indemnitee shall be conclusively determined to be a Liability of the Indemnifying Party hereunder. If such Indemnifying Party responds within such period and rejects such claim in whole or in part, the disputed matter shall be resolved in accordance with Article VIII.

Direct Claims. Other than with respect to Third Party Claims, which shall be governed by Section 6.4(b), each Air Products DuPont Indemnitee and Versum Chemours Indemnitee (each, an “Indemnitee”) shall notify in writing, with respect to any matter that such Indemnitee has determined has given or could give rise to a right of indemnification under this Agreement or any Ancillary Agreement, the Party which is or may be required pursuant to this Article VI or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”), within thirty forty-five (3045) days of such determination, stating in such written notice the amount of the Indemnifiable Loss claimed, if known, and, to the extent practicable, method of computation thereof, and referring to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to provide such written notice within the thirty (30) day period described above shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failure. The Indemnifying Party will have a period of thirty forty-five (3045) days after receipt of a notice under this Section 6.4(a) within which to respond thereto. If the Indemnifying Party fails to respond within such period, the Liability specified in such notice from the Indemnitee shall be conclusively determined to be a Liability of the Indemnifying Party 57 hereunder. If such Indemnifying Party responds within such period and rejects such claim in whole or in part, the disputed matter shall be resolved in accordance with Article VIII.

Direct Claims. Other than with respect If an Indemnified Party desires to seek indemnification for a non-Third Party Claims, which shall be governed by Section 6.4(b), each Air Products Indemnitee and Versum Indemnitee (each, an “Indemnitee”) shall notify in writing, with respect to any matter that such Indemnitee has determined has given or could give rise to a right of indemnification Claim under this Agreement or any Ancillary AgreementArticle VIII, the Indemnified Party which is or may be required pursuant to this Article VI or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”), within thirty (30) days of such determination, stating in such shall give reasonably prompt written notice to the amount of Indemnifying Party specifying in reasonable detail the Indemnifiable Loss claimed, if known, andfacts constituting the basis for such claim and the amount, to the extent practicableknown, method of computation thereof, and referring to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arisesclaim asserted; provided, however, that until the failure to provide such written end of the applicable survival period specified in Section 8.01, no delay on the part of an Indemnified Party in giving a notice within the thirty (30) day period described above shall not release of claim will relieve the Indemnifying Party from any of its obligations except under this Article VIII unless (and solely then only to the extent extent) that the Indemnifying Party shall have been actually is materially prejudiced thereby. In the event that, within the twenty (20) Business Day period after such notice is received by the Indemnifying Party, the Indemnifying Party does not contest such claim in writing to the Indemnified Party as a result of such failure. The provided in this Section 8.06, the Indemnifying Party will be conclusively deemed to have a period consented to the recovery by the Indemnified Party of thirty (30) days after receipt the full amount of a Loss specified in the notice under in accordance with this Section 6.4(a) within which to respond theretoArticle VIII. If the Indemnifying Party fails to respond disputes such claim for indemnification, it shall notify the Indemnified Party within twenty (20) Business Days after its receipt of the notice of such periodclaim for indemnification, whereupon the Liability specified in such notice from the Indemnitee shall be conclusively determined to be a Liability of Indemnified Party and the Indemnifying Party hereundershall meet and attempt in good faith to resolve their differences with respect to such claim for indemnification. If the dispute has not been resolved within twenty (20) Business Days after such parties first met to attempt a resolution, either the Indemnifying Party responds within such period and rejects such claim in whole or in part, the disputed matter shall be resolved Indemnified Party may initiate a Proceeding in accordance with Article VIIIIX of this Agreement. In the event that the Indemnifying Party disputes a claim by an Indemnified Party, then such disputed claim will be resolved by either (i) a written settlement agreement executed by the Indemnified Party, on the one hand, and Indemnifying Party, on the other hand, or (ii) in the absence of such a written settlement agreement, by such Proceeding.

Direct Claims. Other than with respect to Third Party Claims, which shall be governed by Section 6.4(b), each Air Products Indemnitee and Versum Indemnitee 9.3(b): (each, an “Indemnitee”i) shall notify in writing, with respect to any matter that such if a Buyer Indemnitee has determined has given or could give rise to made a right of indemnification under this Agreement or any Ancillary Agreement, the Party which determination that it is or may be required entitled to indemnification in respect of any Buyer Claim, the Buyer Indemnitee shall so notify Cyclerion as promptly as reasonably possible after becoming aware of the existence of such Buyer Claim; and (ii) if a Cyclerion Indemnitee has made a determination that it is or may be entitled to indemnification in respect of any Cyclerion Claim, the Cyclerion Indemnitee shall so notify Buyer as promptly as reasonably possible after becoming aware of the existence of such Cyclerion Claim (any such claim made pursuant to Section 9.3(a)(i) or this Article VI or pursuant to any Ancillary Agreement to make such indemnification (the Section 9.3(a)(ii), a “Indemnifying PartyDirect Claim”). Each such notice shall be in writing and shall describe in reasonable detail the basis for the claim for indemnification hereunder and set forth, within thirty (30) days of such determinationto the extent known, stating in such written notice the estimated amount of the Indemnifiable Loss claimed, if known, andLosses for which indemnification may be sought hereunder relating to such claim (including, to the extent practicable, the method of computation thereof, and referring to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises); provided, however, that the failure to provide such written notice within the thirty (30) day period described above shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failure. The Indemnifying Party will have a period of thirty forty-five (3045) days after receipt of a any such notice under this Section 6.4(a9.3(a) within which to respond to the claimant thereto. If the Indemnifying Party fails to respond within such period, the Liability claim specified in such notice from the Indemnitee shall be conclusively determined to be a Liability of an indemnifiable claim for which the Indemnifying Party hereunder. If such Indemnifying Party responds within such period and rejects such claim in whole or in part, the disputed matter shall be resolved in accordance with Article VIIIliable to the applicable Indemnitee(s) hereunder.