Common use of Direct Claims Clause in Contracts

Direct Claims. Any claim by an Indemnified Party on account of a Loss which does not result from or involve a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party by providing prompt written notice thereof to the Indemnifying Party after the Indemnified Party becomes aware of such Direct Claim. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-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 reasonably assist the Indemnifying Party’s investigation. If the Indemnifying Party does not so respond within such thirty (30)-day period, the Indemnifying Party shall be deemed to have accepted such claim.

Direct Claims. Any claim by If an Indemnified Party on account of wishes to make a claim for indemnification hereunder for a Loss which that does not result from or involve a Third Party Claim (a “Direct Claim”) shall be asserted by ), the Indemnified Party by providing prompt written shall notify the Indemnifying Party in writing of such Direct Claim describing in reasonable detail the facts and circumstances with respect to the subject matter of such Direct Claim, 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, the basis for which indemnification is sought and copies of the relevant documents evidencing such Direct Claim; provided, however, that the failure to give such notice thereof on a timely basis shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement with respect to such Direct Claim except to the extent that such failure results in a lack of actual notice to the Indemnifying Party after and has a prejudicial effect on the Indemnified Party becomes aware of such Direct Claim. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-day period, the Indemnified The Indemnifying Party shall allow the Indemnifying Party and its professional advisors have a period of 30 days within which to investigate the matter or circumstance alleged respond to give rise to the such Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall reasonably assist the Indemnifying Party’s investigation. If the Indemnifying Party does not so respond within such thirty (30)-day 30-day period, the Indemnifying Party shall will be deemed to have accepted the Direct Claim. If the Indemnifying Party rejects all or any part of the Direct Claim, the Indemnified Party shall be free to seek enforcement of its rights to indemnification under this Agreement with respect to such claimDirect Claim.

Direct Claims. Any claim Action by an Indemnified Party on account of a Loss which does not result from or involve a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party by providing giving the Indemnifying Party reasonably prompt written notice thereof thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party after of its indemnification obligations, except and only to the Indemnified extent that the Indemnifying Party becomes aware forfeits rights or defenses by reason of such Direct Claimdelay or failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-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 reasonably assist the Indemnifying Party’s investigation. If the Indemnifying Party does not so respond within such thirty (30)-day 30 day period, the Indemnifying Party shall be deemed to have accepted 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 Claims. Any claim by (a) An Indemnified Party shall give the Indemnifying Party notice of any matter that an Indemnified Party on account has determined has given or could give rise to a right of a Loss which does not result from or involve indemnification under this Agreement (other than a Third Party Claim (a “Direct Claim”) which shall be asserted governed by the Indemnified Party Section 4.05 or any U.K. Newspaper Matter, which shall be governed by providing prompt written notice thereof to the Indemnifying Party after the Indemnified Party becomes aware of such Direct Claim. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail and shall indicate the estimated amountSection 4.06), if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have within thirty (30) days after its receipt of such notice determination, stating the amount of the Indemnifiable Loss claimed, if known, and method of computation thereof, and containing a reference to respond the provisions of this Agreement in writing to respect of which such Direct Claim asserting or denying its responsibility with respect to right of indemnification is claimed by such Direct Claim. During such thirty (30)-day period, the Indemnified Party or arises; provided, however, that the failure to provide such notice shall allow not release the Indemnifying Party from any of its obligations except and its professional advisors to investigate the matter or circumstance alleged to give rise solely to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Indemnifying Party shall reasonably assist the Indemnifying Party’s investigationhave been actually materially prejudiced as a result of such failure. If the such Indemnifying Party does not so respond in writing within such thirty (30)-day 30-day period, the such Indemnifying Party shall be deemed to have accepted agreed to accept responsibility to indemnify the Indemnified Party pursuant to the provisions of this Agreement. If such claimIndemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, such Indemnified Party shall be free to pursue any and all remedies as may be available to such Party as contemplated by this Agreement.

Direct Claims. Any claim The notice given by an Indemnified Party on account of a Loss for indemnification hereunder which does not result from or involve a Third Party Claim (Person who is not a “Direct Claim”) shall be asserted by the Indemnified Party by providing prompt written notice thereof party to the Indemnifying Party after the Indemnified Party becomes aware of such Direct Claim. Such notice by the Indemnified Party this Agreement shall describe the Direct Claim claim in reasonable detail detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claimclaim. During such thirty (30)-day period, the 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 Claimclaim, and whether and to what extent any amount is payable in respect of the Direct Claim claim and the Indemnified Party shall reasonably assist the Indemnifying Party’s investigationinvestigation by giving such information and assistance (including reasonable access during ordinary business hours to the 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. If the Indemnifying Party does not so respond within such thirty (30)-day 30) day period, the Indemnifying Party shall be deemed to have accepted 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 Claims. Any claim by an Indemnified Party on account of a Loss Indemnitee for Losses which does do not result from or involve a Third Party Claim (a “Direct Claim”) third party claims shall be asserted by the Indemnified Indemnitee giving the Indemnifying Party by providing reasonably prompt written notice thereof thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party after of its indemnification obligations, except and only to the Indemnified extent that the Indemnifying Party becomes aware forfeits rights or defenses by reason of such Direct Claimfailure. Such notice by the Indemnified Party Indemnitee shall describe the Direct Claim claim in reasonable detail detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss Losses that has have been or may be sustained by the Indemnified PartyIndemnitee. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-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 reasonably assist the Indemnifying Party’s investigationclaim. If the Indemnifying Party does not so respond within such thirty (30)-day 30) day period, the Indemnifying Party shall be deemed to have accepted such claim, in which case the Indemnitee shall be free to pursue such remedies as may be available to the Indemnitee on the terms and subject to the provisions of this Agreement.

Direct Claims. Any claim claim, action, cause of action, demand or Legal Proceeding by an Indemnified Party on account of a Loss which does not result from or involve a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party by providing giving the Indemnifying Party reasonably prompt written notice thereof thereof. The failure to give such prompt written notice (or to include any item required to be set forth thereon in accordance with the following sentence) shall not, however, relieve the Indemnifying Party after of its indemnification obligations, except and only to the Indemnified extent that the Indemnifying Party becomes aware (a) forfeits rights or defenses by reason of such Direct Claimfailure, or (b) is materially prejudiced by such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail (to the extent known), shall include copies of all material written evidence thereof to the extent reasonably available and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-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 reasonably assist the Indemnifying Party’s investigation. If the Indemnifying Party does not so respond within such thirty (30)-day 30) day period, the Indemnifying Party shall be deemed to have accepted 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 Claims. Any claim by an Indemnified Party on account of a Loss which does not result from or involve a Third Party Claim (a “Direct Claim”) shall be asserted by If the Indemnified Party by providing prompt written notice thereof to has a claim for indemnity under this Article VIII against the Indemnifying Party after the Indemnified that does not involve a Third-Party becomes aware of such Direct Claim. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-day period, the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall allow set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party) and the calculation of Damages. The failure to promptly notify the Indemnifying Party and shall not relieve the Indemnifying Party of its professional advisors to investigate the matter or circumstance alleged to give rise obligations hereunder, except 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 reasonably assist such failure prejudices the Indemnifying Party’s investigationability to defend the claim. If the Indemnifying Party does not so respond notify the Indemnified Party within 45 calendar days following its receipt of such thirty (30)-day periodnotice that the Indemnifying Party disputes its liability to the Indemnified Party under this Article VIII, such direct claim for indemnity specified by the Indemnified Party in such notice shall be conclusively deemed a liability of the Indemnifying Party under this Article VIII and the Indemnifying Party shall be deemed pay the amount of such liability to have accepted the Indemnified Party on demand, or in the case of any notice in which the amount of the direct claim for indemnity (or any portion thereof) is estimated, on such claimlater date when the amount of such direct claim (or such portion thereof) becomes finally determined.

Direct Claims. Any A claim by an Indemnified Party on account of a Loss which does for indemnification for any matter not result from or involve involving a Third Party Claim (a “Direct Claim”) shall may be asserted by the Indemnified Party by providing prompt written notice thereof to the Indemnifying Party; provided, however, the failure to give such prompt notice shall not release the Indemnifying Party after from its obligations under this ARTICLE IX, provided written notice is given prior to the Indemnified expiration of the applicable survival period specified in Section 9.2 for the relevant representation, warranty, covenant, agreement, or obligation and the interests of the Indemnifying Party becomes aware of such Direct Claimhave not been prejudiced by the failure. Such notice by the Indemnified Party Indemnitee shall describe the Direct Claim in reasonable detail detail, shall include copies of material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss Losses that has been or may be sustained by the Indemnified PartyIndemnitee. The Indemnifying Party shall have thirty twenty (3020) days Business Days after its receipt of such notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-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 reasonably assist the Indemnifying Party’s investigation. If the Indemnifying Party does not so respond notify the Indemnitee within such thirty twenty (30)-day period20)-Business Day period that the Indemnifying Party disputes its indemnity obligation to the Indemnitee for any Losses with respect to such claim, then the Indemnifying Party shall be deemed to have accepted such claim. If the Indemnifying Party disputes the assertion of a claim, then the Parties covenant and agree to use their commercially reasonable efforts to resolve their dispute with respect to such claim.

Direct Claims. Any claim under this Article IX by an Indemnified Party on account of a Loss which does not result from or involve for indemnification other than indemnification against a Third Party Claim (a “Direct Claim”) shall will be asserted by giving the Indemnifying Party reasonably prompt written notice thereof, which notice shall specify the provision or provisions of this Agreement that have been breached by the Indemnifying Party, the facts reasonably available constituting the basis for such claim and the amount of Losses incurred by the Indemnified Party by providing prompt written notice thereof to the Indemnifying Party after extent reasonably ascertainable (each such notice given in accordance with the Indemnified Party becomes aware of such Direct Claim. Such notice by the Indemnified Party shall describe the Direct foregoing, a “Claim in reasonable detail and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified PartyNotice”). The Indemnifying Party shall will have a period of thirty (30) calendar days after its following receipt of such notice a Claim Notice within which to respond in writing to satisfy such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-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 reasonably assist the Indemnifying Party’s investigationClaims. If the Indemnifying Party does not so respond satisfy such Direct Claim within such thirty (30)-day 30) calendar day period, the Indemnifying Party shall will be deemed to have accepted disputed such claim. In the event the Indemnifying Party disputes a Direct Claim, the Indemnifying Party and the Indemnified Party shall attempt to resolve their differences regarding the Direct Claim in good faith. If the dispute regarding such Direct Claim has not been resolved within 15 days following receipt by the Indemnifying Party of the Claim Notice, then the Indemnified Party will be free to pursue such remedies as may be available to the Indemnified Party under this Article IX.

Direct Claims. Any claim by If an Indemnified Party on account of wishes to make a claim for indemnification hereunder for a Loss which that does not result from or involve a Third Third-Party Claim (a “Direct Claim”) shall be asserted by ), the Indemnified Party by providing prompt written notice thereof to shall (i) notify the Indemnifying Party after the Indemnified Party becomes aware in writing of such Direct Claim. Such notice by , (ii) specify the Indemnified Party amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall describe not be conclusive of the final amount of such Direct Claim Claim), (iii) state in reasonable detail the circumstances giving rise to the Loss, (iv) specify the representation, warranty, covenant or agreement of this Agreement alleged to have been breached or not performed by the Indemnifying Party, (v) state any other remedy sought thereunder, (vi) specify any relevant time constraints relating thereto, and shall indicate (vii) to the estimated amount, if reasonably extent practicable, of the Loss that has been or may be sustained by the Indemnified Partyany other material details pertaining thereto. The Indemnifying Party shall have a period of thirty (30) days after its receipt of such notice within which to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-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 reasonably assist the Indemnifying Party’s investigation. If the Indemnifying Party does not so respond with an objection and a reasonably specific basis for such objection within such thirty (30)-day period, the Indemnifying Party shall will be deemed to have accepted such claimthe Direct Claim.

Direct Claims. Any If either party (a "Non-Breaching Party") shall have a claim by an Indemnified against the other party (a "Breaching Party") resulting from, relating to or arising out of any breach of the Breaching Party's representations, warranties, covenants or agreements in or under this Agreement, or the negligence, gross negligence or intentional misconduct or inaction of the Breaching Party on account or any of a Loss its Affiliates under this Agreement or IPA, and which does not result from or involve a Third Party Claim being brought or asserted by a third party (a “"Direct Claim”) "), then the Non-Breaching Party shall be asserted by the Indemnified Party by providing prompt promptly send written notice thereof to the Indemnifying Party after Breaching Party; provided, that failure to give prompt notification shall not affect the Indemnified Party becomes aware of such Direct Claim. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail and shall indicate the estimated amount, if reasonably practicable, rights of the Loss that has been or may be sustained by Breaching Party except to the Indemnified Party. The Indemnifying extent the Non-Breaching Party shall have been actually prejudiced as a result of such failure. If the Breaching Party does not notify the Non-Breaching Party within thirty (30) days after from its receipt of such the notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-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 that it disputes such Direct Claim, then the Indemnified amount of the Direct Claim shall be deemed an obligation of the Breaching Party shall reasonably assist the Indemnifying Party’s investigationhereunder. If the Indemnifying Breaching Party does not so respond within notifies the Non-Breaching Party that it disputes such thirty (30)-day periodDirect Claim, then the Indemnifying Party matter will be resolved as set forth in Section 19. The substantially prevailing party in any dispute involving a Direct Claim shall be deemed entitled to have accepted such claimrecover its reasonable attorneys' fees and all reasonably related costs (including out of pocket expenses), in addition to any other remedies at law or in equity.

Direct Claims. Any claim by an Indemnified Party on account of a Loss which does not result from or involve a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party by providing giving the Indemnifying Party prompt written notice thereof thereof. Except as provided in Section 9.1, the failure to give such prompt written notice will not relieve the Indemnifying Party after of its indemnification obligations, except and only to the Indemnified extent that the Indemnifying Party becomes aware of is actually prejudiced by such Direct Claimdelay. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-day 30-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 reasonably assist the Indemnifying Party’s investigationClaim. If the Indemnifying Party does not so respond within such thirty (30)-day 30-day period, the Indemnifying Party shall be deemed to have accepted 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 Claims. Any claim by an Indemnified Party on account of a Loss Damages which does do not result from or involve a Third Party Claim (a “"Direct Claim”") shall be asserted by the Indemnified Party by providing giving the Indemnifying Party prompt written notice thereof thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party after of its indemnification obligations, except and only to the Indemnified extent that the Indemnifying Party becomes aware forfeits rights or defenses by reason of such Direct Claimfailure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail detail, and shall indicate the estimated amount, if reasonably practicable, of the Loss Damages that has have been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-day 30-day period, the Indemnified Party shall allow the Indemnifying Party and its professional advisors Representatives a reasonable opportunity 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 reasonably use commercially reasonable efforts to assist the Indemnifying Party’s investigation's investigation by giving such information and assistance (including access to the Indemnified Party's premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its Representatives may reasonably request. If the Indemnifying Party does not so respond within such thirty (30)-day 30-day period, the Indemnifying Party shall be deemed to have accepted such claim.

Direct Claims. Any claim It is the intent of the parties hereto that all direct claims by an Indemnified Party on account against a party hereto (or an Affiliate thereof) not arising out of a Loss which does not result Third Party Claims shall be subject to and benefit from or involve the terms of this Section 8.2. Any claim under this Section 8.2(d) by an Indemnified Party for indemnification other than indemnification against a Third Party Claim (a “Direct Claim”) shall will be asserted by giving the Indemnifying Party written notice thereof, and the Indemnifying Party will have a period of thirty (30) calendar days within which to satisfy such Direct Claim, except for injunctive or equitable relief, which the Indemnified Party by providing prompt written notice thereof to the Indemnifying Party after the Indemnified Party becomes aware of such Direct Claim. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Partypursue at any time. The Indemnifying Party shall have only be deemed to reject such claim if it sends notice thereof to the Indemnified Party within such thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-day calendar day period, in which event the Indemnified Party shall allow the Indemnifying Party and its professional advisors will be free to investigate the matter or circumstance alleged pursue such remedies as may be available 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 reasonably assist the Indemnifying Party’s investigationunder this Section 8.2 or otherwise. If the Indemnifying Party does not so respond within such thirty (30)-day 30) calendar day period, the Indemnifying Party shall will be deemed to have accepted such claim, in which event the Indemnifying Party shall make payment to the Indemnified Party therefor pursuant to Section 8.2(i).

Direct Claims. Any claim by If an Indemnified Party on account of wishes to make a claim for indemnification hereunder for a Loss which that does not result from or involve a Third Party Claim (a “Direct Claim”) shall be asserted by ), the Indemnified Party by providing prompt written notice thereof to shall notify the Indemnifying Party in writing of such Direct Claim promptly after the Indemnified Party becomes aware first learning of such Direct Claim. Such notice by , the Indemnified Party shall describe the Direct Claim in reasonable detail and shall indicate amount or the estimated amountamount of Losses sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. amount of such Direct Claim), if reasonably any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, of the Loss that has been or may be sustained by the Indemnified Partyany other material details pertaining thereto. The Indemnifying Party shall have a period of thirty (30) business days after its receipt of such notice within which to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-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 reasonably assist the Indemnifying Party’s investigation. If the Indemnifying Party does not so respond within such thirty (30)-day period30) business day period or rejects all or any part of the Direct Claim, the Indemnifying Party Indemnified Person shall be deemed free to have accepted seek enforcement of its rights to indemnification under this Agreement with respect to such claimDirect Claim.

Direct Claims. Any claim by an If any Indemnified Party on account of has a Loss which claim against any Indemnifying Party under this Article 12 that does not result from or involve a Third Party Claim being asserted against such Indemnified Party (a “Direct Claim”) shall be asserted by the ), such Indemnified Party by providing prompt written notice thereof shall promptly deliver to the Indemnifying Party after the Indemnified Party becomes aware of such Direct Claim. Such a written notice by the Indemnified Party shall describe the (a “Direct Claim Notice”) setting forth a description in reasonable detail and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by nature of the Direct Claim, the basis for the Indemnified Party. The Indemnifying Party shall have thirty ’s request for indemnification under this Agreement and a reasonable estimate (30if calculable) days after its receipt of such notice to respond in writing to such Direct Claim asserting or denying its responsibility any Losses suffered with respect to such Direct Claim. During such thirty (30)-day period; provided, however, that the Indemnified Party shall allow the Indemnifying Party and its professional advisors failure 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 so transmit a Direct Claim and the Indemnified Party Notice shall reasonably assist not affect the Indemnifying Party’s investigationobligations under this Article 12, except to the extent that the Indemnifying Party is materially prejudiced as a result of such failure. If the Indemnifying Party does not so respond within such thirty (30)-day perioddisputes a Direct Claim, the Indemnified Party and the Indemnifying Party shall be deemed attempt to have accepted resolve in good faith such claimdispute within forty-five (45) days of the Indemnifying Party delivering written notice to the Indemnified Party of such dispute. If such dispute is not so resolved within such forty-five (45) day period, then either party may initiate an Action with respect to the subject matter of such dispute in accordance with, and subject to the limitations of, Article 13.

Direct Claims. Any claim by If an Indemnified Party on account of wishes to make a Loss which does claim for indemnification hereunder for Adverse Consequences that do not result from or involve a Third Party Claim (a “Direct Claim”) shall be asserted by ), the Indemnified Party by providing prompt written notice thereof shall deliver to the Indemnifying Party after a written notice which contains to the extent reasonably practicable based on then-available information (a) a description of the claim for indemnification in reasonable detail, (b) a statement that the Indemnified Party becomes aware is entitled to indemnification under this Article 7 and an explanation of the basis therefor, and (c) a demand for payment in the amount of such Direct Claim. Such notice by Adverse Consequences (or estimated amount if the Indemnified Party shall describe the Direct Claim in reasonable detail and shall indicate the estimated amount, if reasonably practicable, amount of the Loss claim is not yet determined, or a statement that has been or may the Adverse Consequences cannot yet be sustained by the Indemnified Partyestimated). The Indemnifying Party shall have a period of thirty (30) days after its receipt of such notice within which to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-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 reasonably assist the Indemnifying Party’s investigation. If the Indemnifying Party does not so respond within such thirty (30)-day 30) day period, the Indemnifying Party shall will be deemed to have accepted the Direct Claim. If the Indemnifying Party rejects all or any part of the Direct Claim, the Indemnified Party shall be free to seek enforcement of its rights to indemnification under this Agreement with respect to such claimDirect Claim.

Direct Claims. Any claim by If any Buyer Indemnitee or any Seller Indemnitee (hereinafter an “Indemnified Party on account of a Loss which does not result from or involve a Third Party Claim (a “Direct ClaimParty”) shall be asserted by the Indemnified Party by providing prompt written notice thereof claim to the Indemnifying Party after the Indemnified Party becomes aware of such Direct Claim. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail and shall indicate the estimated amount, if reasonably practicable, of the have suffered a Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim asserting or denying its responsibility other than with respect to any Third-Party Claim) for which indemnification is available under Section 10.2 or Section 10.3, as the case may be (for purposes of this Section 10.5, regardless of whether such Direct Claim. During Indemnified Party is entitled to receive a payment in respect of such thirty (30)-day periodclaim by virtue of the provisions of Section 10.4 hereof), the Indemnified Party shall allow notify the party required to provide indemnification (hereinafter an “Indemnifying Party Party”) in writing of such claim. Such written notice shall describe the facts and its professional advisors to investigate the matter or circumstance alleged to give circumstances giving rise to such Loss, the Direct Claimbasis upon which indemnity is being sought, the amount or estimated amount of the Loss, if known or reasonably ascertainable at the time such claim is made (or if not then reasonably ascertainable, the maximum amount of such claim reasonably estimated by the Indemnified Party), and whether the method of computation of such Loss, all with reasonable particularity and containing a reference to what extent any amount is payable the provisions of this Agreement in respect of the Direct Claim and which such Loss shall have occurred. Any dispute regarding the Indemnified Party shall reasonably assist the Indemnifying Party’s investigation. If the Indemnifying Party does not so respond within entitlement to indemnification in connection with such thirty (30)-day period, the Indemnifying Party claim shall be deemed to have accepted such claimresolved by any legally available means consistent with the provisions of Section 13.8 herein or as otherwise agreed in writing between the Parties.

Direct Claims. Any claim by an Indemnified Party on account of for indemnification hereunder for a Loss which does not result from or involve a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party by providing giving the Indemnifying Party reasonably prompt written notice thereof to the Indemnifying Party after the Indemnified Party becomes aware of determines that it has a Direct Claim to assert, provided, however, that any delay in giving notice will not affect the Indemnifying Party’s obligations hereunder except to the extent that the Indemnifying Party is actually prejudiced by such Direct Claimfailure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail and shall indicate the estimated amount, if reasonably practicableknown, of the Loss that has been or may be sustained by the Indemnified PartyParty (which estimate shall not prejudice any final determination). The Indemnifying Party shall have thirty (30) days after its receipt (or deemed receipt) of such notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-day period, the The Indemnified Party shall allow the Indemnifying Party and its professional advisors Representatives to reasonably 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 reasonably assist the Indemnifying Party’s investigationClaim. If the Indemnifying Party does not so respond within such thirty (30)-day periodthe 30-day period referenced above, the Indemnifying Party shall be deemed to have accepted approved such claim.

Direct Claims. Any indemnification claim by an Indemnified Party on account of a Loss which does not result from or involve a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party by providing giving the Indemnifying Party prompt written notice thereof thereof. Such written notice shall summarize the basis for the indemnification claim based on the information reasonably available at that time to the Indemnified Party. The failure to give written notice shall not, however, relieve the Indemnifying Party after of its indemnification obligations, unless, and then solely to the Indemnified Party becomes aware extent that, the rights of the Parties from whom indemnity is sought are materially prejudiced as a result of such Direct Claim. Such failure; provided, however, that no such notice by shall have any effect or be valid if it is given following the Indemnified Party shall describe the Direct Claim end of any applicable survival period provided for in reasonable detail and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified PartySection 7.2. The Indemnifying Party shall have thirty (30) 30 days after its receipt of such notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-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 reasonably assist the Indemnifying Party’s investigationclaim. If the Indemnifying Party does not so respond within such thirty (30)-day 30 day period, the Indemnifying Party shall be deemed to have accepted 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 and the Indemnifying Party shall promptly pay any amounts owed in accordance with the terms of this Agreement.

Direct Claims. Any claim Action by an Indemnified Party on account of a Loss which does not result from or involve a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party by providing giving the Indemnifying Party reasonably prompt written notice thereof thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party after of its indemnification obligations, except to the Indemnified extent that the Indemnifying Party becomes aware of such Direct Claimhas been prejudiced thereby. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) calendar days after its receipt of such notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-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 reasonably assist the Indemnifying Party’s investigation. If the Indemnifying Party does not so respond within such thirty (30)-day 30-day period, the Indemnifying Party shall be deemed to have accepted 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 Claims. Any claim by an Indemnified Party on account of a Loss which does not result from or involve a Third Party third party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party by providing giving the Indemnifying Party reasonably prompt written notice thereof via Notice of Claim, provided, however, that the failure of the Indemnified Party to give a Notice of Claim shall not limit or otherwise affect any right to indemnification hereunder except to the extent, if at all, that the Indemnifying Party after the Indemnified Party becomes aware of shall demonstrate that he, she or it was prejudiced by such Direct Claim. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Partyfailure. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-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 reasonably assist the Indemnifying Party’s investigation. If the Indemnifying Party does not so respond within such thirty (30)-day 30) day period, all Indemnifying Parties shall be conclusively deemed to have acknowledged the correctness of the claim or claims specified in the Notice of Claim for the full amount thereof. If the Indemnifying Party shall make timely objection to a claim or claims set forth in any Notice of Claim, and if such claim or claims shall not have been resolved or compromised within sixty (60) days from the date of delivery of such objection, the Indemnified Party shall be deemed free to have accepted pursue such claimremedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any indemnification claim by an Indemnified Party on account of a Loss which does not result from or involve a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party by providing giving the Indemnifying Party prompt written notice thereof thereof. Such written notice shall summarize the basis for the indemnification claim based on the information reasonably available at that time to the Indemnified Party. The failure to give written notice shall not, however, relieve the Indemnifying Party after of its indemnification obligations, unless, and then solely to the Indemnified Party becomes aware extent that, the rights of the parties from whom indemnity is sought are materially prejudiced as a result of such Direct Claim. Such failure; provided, however, that no such notice by shall have any effect or be valid if it is given following the Indemnified Party shall describe the Direct Claim end of any applicable survival period provided for in reasonable detail and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified PartySection 10.1. The Indemnifying Party shall have thirty (30) 20 days after its receipt of such notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-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 reasonably assist the Indemnifying Party’s investigationclaim. If the Indemnifying Party does not so respond within such thirty (30)-day 20-day period, the Indemnifying Party shall be deemed to have accepted 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 and the Indemnifying Party shall promptly pay any amounts owed in accordance with the terms of this Agreement.

Direct Claims. Any claim by an Indemnified Party on account of a Loss Losses which does do not result from or involve a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party by providing prompt written notice thereof to giving the Indemnifying Party after the Indemnified Party becomes aware a Notice of such Direct Claim. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Partywith respect thereto. The Indemnifying Party shall have thirty (30) days after its receipt of such notice Notice of Claim to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-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, Claim and whether and to what extent any amount is payable in respect of the Direct Claim Claim, and the Indemnified Party shall reasonably assist cooperate with the Indemnifying Party’s investigationinvestigation by giving such information and assistance (including the right to examine any documents or records exclusively related to such Direct Claim) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such thirty (30)-day period, the Indemnifying Party shall be deemed to have accepted 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 Claims. Any claim It is the intent of the parties hereto that all direct claims by an Indemnified Party on account against a party hereto not arising out of a Loss which does not result Third Party Claims shall be subject to and benefit from or involve the terms of this SECTION 6.4. Any claim under this SECTION 6.4 by an Indemnified Party for indemnification other than indemnification against a Third Party Claim (a “Direct ClaimDIRECT CLAIM”) shall will be asserted by giving the Indemnifying Party reasonably prompt written notice thereof, and the Indemnifying Party will have a period of thirty (30) calendar days within which to satisfy such Direct Claims, which satisfaction shall, in the case of the Indemnifying Party being the Company and the Stockholders, be in accordance with the offset provisions of SECTION 6.4(H). If the Indemnifying Party disputes the Direct Claim asserted by the Indemnified Party by providing prompt written notice thereof to Party, such dispute shall be resolved in accordance with the Indemnifying Party after the Indemnified Party becomes aware provisions of such Direct Claim. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-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 reasonably assist the Indemnifying Party’s investigationSECTION 7.8 herein. If the Indemnifying Party does not so respond within such thirty (30)-day 30) calendar day period, the Indemnifying Party shall will be deemed to have accepted rejected such claim, in which event the Indemnified Party will be free to pursue such remedies as may be available to the Indemnified Party under this SECTION 6.4 or otherwise.

Direct Claims. Any claim by an Indemnified Party on account of a Loss which does not result from or involve a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party by providing giving the Indemnifying Party prompt written notice thereof thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party after of its indemnification obligations, except and only to the Indemnified extent that the Indemnifying Party becomes aware forfeits rights or defenses by reason of such Direct Claimfailure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-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 reasonably assist the Indemnifying Party’s investigationinvestigation by giving such information and assistance (including access to the Indemnified Party’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. If the Indemnifying Party does not so respond within such thirty (30)-day period, the Indemnifying Party shall be deemed to have accepted such claim.

Direct Claims. Any claim by an Indemnified Party on account of a Loss which does not result from or involve a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party by providing giving the Indemnitor prompt written notice thereof thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnitor of its indemnification obligations, except to the Indemnifying Party after extent that the Indemnified Party becomes aware Indemnitor is prejudiced by reason of such Direct Claimfailure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail detail, shall include copies of all written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party Indemnitor shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-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 reasonably assist the Indemnifying Party’s investigation. If the Indemnifying Party Indemnitor does not so respond within such thirty (30)-day 30) day period, such Direct Claim specified by the Indemnifying Indemnified Party in such Claim Notice shall be conclusively deemed a liability of the Indemnitor hereunder and the Indemnitor shall pay the amount of such liability to have accepted such claimthe Indemnified Party on demand.

Direct Claims. Any claim by If an Indemnified Party on account determines that it has a claim for indemnification under this Agreement against the Indemnifying Party other than as a result of a Loss which does not result from or involve a Third Third-Party Claim (a “Direct Claim”) shall be asserted by ), the Indemnified Party by providing prompt written notice thereof to and the Indemnifying Party after shall negotiate in good faith for a 30-day period beginning on the date the Indemnified Party becomes aware of provides the Claim Notice to the Indemnified Party for such Direct Claim. Such notice by If the Indemnified Party shall describe and the Direct Claim in reasonable detail and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice are unable to respond in writing reach a resolution as to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-day within the 30-day period, the Indemnified Party shall allow will be entitled to seek appropriate remedies in accordance with the Indemnifying terms of this Agreement, including the limitations on recovery in this Article XV. Promptly following the final determination of the amount of any Losses claimed by the Indemnified Party and its professional advisors to investigate the matter or circumstance alleged to give rise to in the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall reasonably assist the Indemnifying Party’s investigation. If the Indemnifying Party does not so respond within such thirty (30)-day period, the Indemnifying Party shall pay such Losses, if any, to the Indemnified Party by wire transfer of immediately available funds. If the Indemnified Party is required to institute any proceedings in order to recover Losses, the cost of such proceedings (including costs of investigation and reasonable attorneys’ fees and disbursements) will be deemed added to have accepted the amount of Losses payable to the Indemnified Party if and only to the extent the Indemnified Party recovers and it is determined by the Arbitrators to be entitled to such claimtreatment.

Direct Claims. Any claim by If an Indemnified Party on account determines that it has a claim for indemnification under this Agreement against the Indemnifying Party other than as a result of a Loss which does not result from or involve a Third Third-Party Claim (a “Direct Claim”) shall be asserted by ), the Indemnified Party by providing prompt written notice thereof and the Indemnifying Party shall negotiate in good faith for a 30-day period beginning on the date the Indemnified Party provides the Claim Notice to the Indemnifying Party after the Indemnified Party becomes aware of for such Direct Claim. Such notice by If the Indemnified Party shall describe and the Direct Claim in reasonable detail and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice are unable to respond in writing reach a resolution as to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-day within the 30-day period, the Indemnified Party shall allow will be entitled to seek appropriate remedies in accordance with the terms of this Agreement, subject to the limitations on recovery in this Article XIV. Promptly following the final determination or agreement by the Parties of the amount of any Losses for which the Indemnifying Party and its professional advisors is obligated to investigate indemnify the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable Indemnified Party under this Agreement in respect of the such Direct Claim and the Indemnified Party shall reasonably assist the Indemnifying Party’s investigation. If the Indemnifying Party does not so respond within such thirty (30)-day periodClaim, the Indemnifying Party shall pay such Losses, if any, to the Indemnified Party by wire transfer of immediately available funds in accordance with Section 14.5(e). If the Indemnified Party is required to institute any proceedings in order to recover Losses, the cost of such proceedings (including costs of investigation and reasonable attorneys’ fees and disbursements) will be deemed added to have accepted such claimthe amount of Losses payable to the {JK01396073.28 } Indemnified Party if and only to the extent the Indemnified Party recovers and it is determined by consent, decree, ruling or other action to become final and non-appealable.

Direct Claims. Any claim by an Indemnified Party on account of a Loss which does not result from or involve a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party by providing giving the Indemnifying Party prompt written notice thereof thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party after of its indemnification obligations, except and only to the Indemnified extent that the Indemnifying Party becomes aware forfeits rights or defenses by reason of such Direct Claimfailure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-day period, the Indemnified Party shall allow provide to the Indemnifying Party as promptly as practicable thereafter such information and its professional advisors documentation as may be reasonably requested by the Indemnifying Party to investigate the matter or circumstance alleged to give rise to the Direct Claim, support and whether and to what extent any amount is payable in respect of verify the Direct Claim and the Indemnified Party shall reasonably assist the Indemnifying Party’s investigationasserted. If the Indemnifying Party does not so respond within such thirty (30)-day period, the Indemnifying Party shall be deemed to have accepted responsibility for such claimDirect Claim.

Direct Claims. Any indemnification claim by an Indemnified Party on account of a Loss which does not result from or involve a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party by providing giving the Indemnifying Party and the Seller Representative prompt written notice thereof thereof. Such written notice shall summarize the basis for the indemnification claim based on the information reasonably available at that time to the Indemnified Party. The failure to give written notice shall not, however, relieve the Indemnifying Party after of its indemnification obligations, unless, and then solely to the Indemnified Party becomes aware extent that, the rights of the parties from whom indemnity is sought are materially prejudiced as a result of such Direct Claim. Such failure; provided, however, that no such notice by shall have any effect or be valid if it is given following the Indemnified Party shall describe the Direct Claim end of any applicable survival period provided for in reasonable detail and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified PartySection 13.2. The Indemnifying Party shall have thirty (30) 30 days after its receipt of such notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-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 reasonably assist the Indemnifying Party’s investigationclaim. If the Indemnifying Party does not so respond within such thirty (30)-day 30-day period, the Indemnifying Party shall be deemed to have accepted 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 and shall promptly pay any amounts owed in accordance with the terms of this Agreement.

Direct Claims. Any claim Action by an Indemnified Party on account of a Loss which does not result from or involve a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party by providing prompt written notice thereof to giving the Indemnifying Party after the Indemnified Party becomes aware of such Direct Claimwritten notice thereof. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) 30 calendar days after its receipt of such notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-day period, the 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 reasonably assist the Indemnifying Party’s investigationinvestigation by giving such information and assistance (including access to the Indemnified Party’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. If the Indemnifying Party does not so respond within such thirty (30)-day 30 day period, the Indemnifying Party shall be deemed to have accepted agreed to accept such claim. If the claim is timely rejected by the Indemnifying Party, 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 Claims. Any claim by If an Indemnified Party on account determines that it has a claim for indemnification under this Agreement against the Indemnifying Party other than as a result of a Loss which does not result from or involve a Third Third-Party Claim (a “Direct Claim”) shall be asserted by ), the Indemnified Party by providing prompt written notice thereof and the Indemnifying Party shall negotiate in good faith for a 30-day period beginning on the date the Indemnified Party provides the Claim Notice to the Indemnifying Party after the Indemnified Party becomes aware of for such Direct Claim. Such notice by If the Indemnified Party shall describe and the Direct Claim in reasonable detail and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice are unable to respond in writing reach a resolution as to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-day within the 30-day period, the Indemnified Party shall allow will be entitled to seek appropriate remedies in accordance with the terms of this Agreement, subject to the limitations on recovery in this Article XIV. Promptly following the final determination or agreement by the Parties of the amount of any Losses for which the Indemnifying Party and its professional advisors is obligated to investigate indemnify the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable Indemnified Party under this Agreement in respect of the such Direct Claim and the Indemnified Party shall reasonably assist the Indemnifying Party’s investigation. If the Indemnifying Party does not so respond within such thirty (30)-day periodClaim, the Indemnifying Party shall pay such Losses, if any, to the Indemnified Party by wire transfer of immediately available funds in accordance with Section 14.5(d). If the Indemnified Party is required to institute any proceedings in order to recover Losses, the cost of such proceedings (including costs of investigation and reasonable attorneys’ fees and disbursements) will be deemed added to have accepted such claimthe amount of Losses payable to the Indemnified Party if and only to the extent the Indemnified Party recovers and it is determined by consent, decree, ruling or other action to become final and nonappealable.

Direct Claims. Any claim by an Indemnified Party on account of a Loss Damages which does do not result from or involve a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party by providing giving the Indemnifying Party prompt written notice thereof thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party after of its indemnification obligations, except and only to the Indemnified extent that the Indemnifying Party becomes aware forfeits rights or defenses by reason of such Direct Claimfailure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail detail, and shall indicate the estimated amount, if reasonably practicable, of the Loss Damages that has have been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-day 30-day period, the Indemnified Party shall allow the Indemnifying Party and its professional advisors Representatives a reasonable opportunity 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 reasonably use commercially reasonable efforts to assist the Indemnifying Party’s investigation's investigation by giving such information and assistance (including access to the Indemnified Party's premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its Representatives may reasonably request. If the Indemnifying Party does not so respond within such thirty (30)-day 30-day period, the Indemnifying Party shall be deemed to have accepted such claim.

Direct Claims. Any claim by If an Indemnified Party on account of wishes to make a claim for indemnification hereunder for a Loss which that does not result from or involve a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party by providing prompt written notice thereof to the Indemnifying Party after the Indemnified Party becomes aware of such Direct Claim. Such notice by ), the Indemnified Party shall describe notify the Indemnifying Party in writing of such Direct Claim in reasonable detail and shall indicate (a “Direct Claim Notice”), the specific section(s) of this Agreement that form the basis of the claim for indemnification, the amount or the estimated amountamount of damages sought with respect to such Direct Claim to the extent then ascertainable, if reasonably any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, of the Loss that has been or may be sustained by the Indemnified Partyany other material details pertaining thereto. The Indemnifying Party shall have a period of thirty (30) days after its receipt of such notice within which to respond in writing to such Direct Claim asserting or denying its responsibility with respect by either delivering to such Direct Claim. During such thirty (30)-day period, the Indemnified Party shall allow in writing a response in which the Indemnifying Party and its professional advisors will either: (i) agree that the Indemnified Party is entitled to investigate indemnification for all of the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable Losses at issue in respect of the Direct Claim and or (ii) dispute the Indemnified Party’s entitlement to indemnification by delivering to the Indemnified Party shall reasonably assist the Indemnifying Party’s investigationa written notice. If the Indemnifying Party does not so respond within such thirty (30)-day 30) day period, the Indemnifying Party shall will be deemed to have irrevocably accepted the Direct Claim. If the Indemnifying Party rejects all or any part of the Direct Claim, the Indemnified Party shall be free to seek enforcement of its rights to indemnification under this Agreement with respect to such claimDirect Claim.

Direct Claims. Any claim by an Indemnified Party on account of a Loss which does not result from or involve a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party by providing prompt written notice thereof to the Indemnifying Party after the Indemnified Party becomes aware of such Direct Claim. Such notice by the Indemnified Party shall describe the Direct delivering an Indemnification Claim in reasonable detail and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim asserting or denying its responsibility Notice with respect to such Direct ClaimClaim to the Indemnifying Party promptly in accordance with Section 8.5(a). During such thirty (30)-day period, the The Indemnified Party shall allow the Indemnifying Party and its professional advisors representatives to investigate the matter Excluded Liability or circumstance Assumed Liability, as applicable, 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 to the Indemnified Party shall reasonably assist as provided in Section 8.5(a). The Indemnifying Party may, within sixty (60) days after receipt of an Indemnification Claim Notice with respect to such Direct Claim, deliver to the Indemnified Party a written response disputing such claim, which response must state in reasonable detail the basis for and reasons why the Indemnifying Party’s investigationParty disputes such claim, together with reasonable supporting detail. If the Indemnifying Party does not so respond fails to deliver a written response disputing such claim within such thirty sixty (30)-day 60) day period, the Indemnifying Party shall will be deemed to have accepted waived its right to dispute such claimclaim and such claim shall have been deemed to have been agreed to by the Indemnifying Party.

Direct Claims. Any claim by an Indemnified Party on account of a Loss which does not result from or involve a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party by providing giving the Indemnitor prompt written notice thereof thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnitor of its indemnification obligations, except to the Indemnifying Party after extent that the Indemnified Party becomes aware Indemnitor is prejudiced by reason of such Direct Claimfailure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail detail, shall include copies of all written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party Indemnitor shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-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 reasonably assist the Indemnifying Party’s investigation. If the Indemnifying Party Indemnitor does not so respond within such thirty (30)-day period, the Indemnifying Party Indemnitor shall be deemed to have accepted rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party under this Agreement.

Direct Claims. Any claim by (a) If an Indemnified Party on account of wishes to make a claim for indemnification hereunder for a Loss which that does not result from or involve a Third Party Claim (a “Direct Claim”), Buyer (on behalf of any Buyer Indemnified Party) or Seller (on behalf of any Seller Indemnified Party), as applicable, shall notify the Indemnifying Party in writing of such Direct Claim, the specific section(s) of this Agreement that form the basis of the claim for indemnification, the amount or the estimated amount of damages sought with respect to such Direct Claim to the extent then ascertainable (which amount shall not be asserted by conclusive of the final amount of such claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto; provided, however, that the failure to give such a claim notice shall affect the rights of an Indemnified Party by providing prompt written notice thereof hereunder only to the extent that such failure has a materially prejudicial effect on the defenses or other rights available to the Indemnifying Party after the Indemnified Party becomes aware of with respect to such Direct Claim. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. claim. (b) The Indemnifying Party shall have thirty (30) days after its receipt a period of such notice [***] within which to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-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 reasonably assist the Indemnifying Party’s investigation. If the Indemnifying Party does not so respond within such thirty (30)-day [***] period, the Indemnifying Party shall will be deemed to have accepted the Direct Claim. If the Indemnifying Party rejects all or any part of the Direct Claim, the Indemnified Party shall be free to seek enforcement of its rights to indemnification under this Agreement with respect to such claimDirect Claim.

Direct Claims. Any claim by If an Indemnified Party on account of wishes to make a claim for indemnification hereunder for a Loss which that does not result from or involve a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party by providing prompt written notice thereof to the Indemnifying Party after the Indemnified Party becomes aware of such Direct Claim. Such notice by ), the Indemnified Party shall describe notify the Indemnifying Party in writing of such Direct Claim in reasonable detail and shall indicate (a “Direct Claim Notice”), the specific section(s) of this Agreement that form the basis of the claim for indemnification, the amount or the estimated amountamount of damages sought with respect to such Direct Claim to the extent then ascertainable, if reasonably any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, of the Loss that has been or may be sustained by the Indemnified Partyany other material details pertaining thereto. The Indemnifying Party shall have a period of thirty (30) days after its receipt of such notice within which to respond in writing to such Direct Claim asserting or denying its responsibility with respect by either delivering to such Direct Claim. During such thirty (30)-day period, the Indemnified Party shall allow in writing a response in which the Indemnifying Party and its professional advisors will either: (i) agree that the Indemnified Party is entitled to investigate indemnification for all of the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable Losses at issue in respect of the Direct Claim and or (ii) dispute the Indemnified Party’s entitlement to indemnification by delivering to the Indemnified Party shall reasonably assist the Indemnifying Party’s investigationa written notice. If the Indemnifying Party does not so respond within such thirty (30)-day 30) day period, the Indemnifying Party shall will be deemed to have irrevocably accepted the Direct Claim. If the Indemnifying Party rejects all or any part of the Direct Claim, the Indemnified Party shall be free to seek enforcement of its rights to indemnification under this Agreement with respect to such claim.Direct Claim. -103-

Direct Claims. Any claim by an In the event any Indemnified Party on account of should have a Loss which claim against an Indemnifying Party under Section 6.01 that does not result from or involve a Third Party Claim (a “Direct Claim”) shall being asserted against or sought to be asserted by the Indemnified Party by providing prompt written notice thereof to the Indemnifying Party after the Indemnified Party becomes aware of collected from such Direct Claim. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Buyer Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-day period, the Indemnified Party shall allow deliver notice of such claim to the Indemnifying Party. The failure by any Indemnified Party so to notify the Indemnifying Party and its professional advisors shall not relieve the Indemnifying Party from any liability that it may have to investigate the matter or circumstance alleged to give rise such Buyer Indemnified Party under Section 6.01, except to the Direct Claim, extent (and whether and only to what extent any amount is payable in respect of the Direct Claim and extent) that the Indemnified Indemnifying Party shall reasonably assist the Indemnifying Party’s investigationhave been actually and materially prejudiced as a result of such failure. If the Indemnifying Party does not so respond notify the Indemnified Party within 20 days following its receipt of such thirty (30)-day period, notice that the Indemnifying Party disputes Indemnifying Party’s liability to the Indemnified Party under Section 6.01, such claim specified by the Indemnified Party in such notice shall be conclusively deemed a Loss of the Indemnifying Party under Section 6.01 and Indemnifying Party shall pay the amount of such Loss to have accepted the Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such claimlater date when the amount of such claim (or such portion thereof) becomes finally determined.

Direct Claims. Any claim by an Indemnified Party on account of a Loss which does not result from or involve a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party by providing prompt written notice thereof to giving the Indemnifying Party after the Indemnified Party becomes aware of such Direct Claimwritten notice thereof. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Partydetail. The Indemnifying Party shall have thirty (30) 20 days after its receipt of such notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-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 reasonably assist the Indemnifying Party’s investigationknown at such time). If the Indemnifying Party does not so respond in writing within such thirty (30)-day 20 day period, the Indemnifying Party shall be deemed to have accepted such claim, and 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. If the Indemnifying Party responds in writing to the Indemnified Party within such 20 day period, the Indemnifying Party and the Indemnified Party shall negotiate in good faith for a period of least 20 days following the time at which notice is provided to the Indemnified Party, to resolve such claim; provided, however, that in the event such claim is not resolved by the Indemnified Party and Indemnifying Party within such 20-day period, then 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 terms and conditions set forth in this Agreement. Nothing contained in this Section 8.5(c) will limit the ability of any party to seek any relief pursuant to Section 9.8 of this Agreement.

Direct Claims. Any In the event a Seller Indemnitee, on the one hand, or a Buyer Indemnitee, on the other hand, (each an “Indemnified Party”) desires to make a claim by an Indemnified Party on account of a Loss which does not result from or involve a Third Party Claim (a “Direct Claim”) shall be asserted by for indemnification pursuant to Sections 1.2 or 1.3 against another party (the Indemnified Party by providing prompt written notice thereof to the “Indemnifying Party after the Indemnified Party becomes aware of such Direct Claim. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-day period”), the Indemnified Party shall allow give prompt written notice of the claim (a “Direct Claim Notice”) to the Indemnifying Party, describing, in reasonable detail, the nature of the claim. The failure to give, or a delay in giving, a Direct Claim Notice does not relieve the Indemnifying Party of its obligations except and its professional advisors to investigate the matter or circumstance alleged to give rise only to the Direct Claim, and whether and extent of any prejudice caused to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall reasonably assist the Indemnifying Party’s investigation. If the Indemnifying Party does not so respond within such thirty (30)-day periodby that failure or delay. Following receipt of a Direct Claim Notice, the Indemnifying Party shall have 60 days to make such investigation of the Direct Claim as is considered necessary or desirable. For the purpose of that investigation, the Indemnified Party shall make available to the Indemnifying Party the information relied on by the Indemnifed Party to substantiate the Direct Claim, together with such information as the Indemnifying Party may reasonably request. If the Parties agree at or prior to the expiry of this 60 day period (or prior to the expiry of any extension of this period agreed to by the Parties) as to the validity and amount of that Direct Claim, the Indemnifying Party shall immediately pay to the Indemnifed Party the full amount as agreed to by the Parties of the Direct Claim, failing which the matter shall be deemed referred to have accepted such claimbinding arbitration in accordance with Section 1.10.

Direct Claims. Any indemnification claim by an Indemnified Party on account of a Loss which that does not result from or involve a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party by providing giving the Indemnifying Party prompt written notice thereof thereof. Such written notice shall specify in reasonable detail each individual item of loss included in the amount so stated, the date such item was incurred and the specific Fraud, breach of representation, breach of covenant or claim to which each such item is related and the computation of the amount to which such Indemnified Party claims to be entitled hereunder. The failure to give written notice shall not, however, relieve the Indemnifying Party after of its indemnification obligations other than to the Indemnified Party becomes aware extent that the parties from whom indemnity is sought are materially prejudiced as a result of such Direct Claim. Such failure; provided, however, that no such notice by shall have any effect or be valid if it is given following the Indemnified Party shall describe the Direct Claim end of any applicable 66 survival period provided for in reasonable detail and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified PartySection 11.2. The Indemnifying Party shall have thirty (30) 30 days after its receipt of such notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-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 reasonably assist the Indemnifying Party’s investigationclaim. If the Indemnifying Party does not so respond within such thirty (30)-day 30 day period, the Indemnifying Party shall be deemed to have accepted 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 and shall promptly pay any amounts owed in accordance with the terms of this Agreement.

Direct Claims. Any claim by an Indemnified Party on account of a Loss which does not result from or involve a Third Party Direct Claim (a “Direct Claim”) shall be asserted by giving the Indemnified Party by providing Indemnifier reasonably prompt written notice thereof to the Indemnifying Party thereof, but in any event not later than [REDACTED: Time Period] after the Indemnified Party becomes aware of acts, omissions or facts that may give rise to such Direct Claim. Such notice by to the Indemnified Party Indemnifier shall describe the Direct Claim in reasonable detail details and shall indicate the estimated amountindicate, if reasonably practicable, the estimated amount of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party Indemnifier shall then have thirty (30) days after its receipt a period of such notice [REDACTED: Time Period] within which to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-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 reasonably assist the Indemnifying Party’s investigation“Response Period”). If the Indemnifying Party Indemnifier does not so respond within such thirty (30)-day periodthe Response Period, the Indemnifying Party Indemnifier shall be deemed to have accepted rejected such claimClaim, and in such event the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party. If the Indemnifier agrees prior to the expiration of the Response Period as to the validity of the Direct Claim, the Indemnifier shall promptly pay to the Indemnified Party the amount of such Direct Claim forthwith upon such amount being quantified. If the Parties fail to agree as to the validity of the Direct Claim or its amount, any Party may exercise all remedies as may be available to such Party.

Direct Claims. Any claim Action by an Indemnified Party on account of a Loss any claim or other loss which does not result from or involve a Third Party Claim (a “"Direct Claim”") shall be asserted by the Indemnified Party by providing giving the Indemnifying Party reasonably prompt written notice thereof to the Indemnifying Party thereof, but in any event not later than thirty (30) days after the Indemnified Party becomes aware of such Direct Claim. 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 forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss Adverse Consequences that has have been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-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 reasonably assist the Indemnifying Party’s investigation. If the Indemnifying Party does not so respond within such thirty (30)-day 30) day period, the Indemnifying Party shall be deemed to have accepted 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 Claims. Any claim Claim by an Indemnified Claiming Party on account of with respect to a Loss which does not result resulting from or involve a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Claiming Party by providing giving the Indemnifying Party prompt written notice thereof to of the Indemnifying Party claim after the Indemnified Claiming Party becomes aware of such the Direct Claim. Such Failure to give prompt written notice shall not relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party is materially and actually prejudiced by the Indemnified Party reason of such failure. The written notice shall describe the Direct Claim in reasonable detail detail, shall include copies of all material written evidence of the claim, and shall indicate the estimated amount, if reasonably practicable, amount of the Loss that has been or may be sustained by the Indemnified Claiming Party, to the extent known. The Indemnifying Party shall have thirty Thirty (30) days Calendar Days after its receipt of such notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such the Direct Claim. During such thirty (30)-day periodThe Claiming Party shall, for the Indemnified Party shall allow purposes of allowing the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give that gives rise to the Direct Claim, Claim and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall Claim, reasonably assist cooperate with the Indemnifying Party’s investigationinvestigation by giving such information and assistance (including providing access to relevant premises, records and personnel, and including the right to examine and copy any relevant documents and records) as the Indemnifying Party or its advisors may reasonably request. If the Indemnifying Party does not so respond within such thirty Thirty (30)-day period, the Indemnifying Party shall be deemed to have accepted such claim.

Direct Claims. Any claim Action by an Indemnified Party on account of a Loss which does not result from or involve a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party by providing giving the Indemnifying Party reasonably prompt written notice thereof to the Indemnifying Party thereof, but in any event not later than thirty (30) days after the Indemnified Party becomes aware of such Direct Claim. 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 forfeits rights or defenses or is otherwise prejudiced by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty ten (3010) days Business Days after its receipt of such notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-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 reasonably assist the Indemnifying Party’s investigation. If the Indemnifying Party does not so respond within such thirty ten (30)-day 10)-Business Day period, the Indemnifying Party shall be deemed to have accepted 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 Claims. Any claim by an Indemnified Party on account In the event of a Loss which does not result from or involve a Third Party Claim (a “Direct Claim”) shall be asserted by , the Indemnified Party by providing prompt written notice thereof to the Indemnifying Party after the Indemnified Party becomes aware of such Direct Claim. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after following its receipt of such notice to respond in writing to such the relevant Claim Notice or, if the amount of the Direct Claim asserting or denying its responsibility with respect was not determined at the time of the Claim Notice, the date on which the amount of the Direct Claim has been notified to such Direct Claim. During such thirty (30)-day period, it by the Indemnified Party shall allow (the “Direct Claim Review Period”) to make such investigation of the underlying claim as it considers necessary or desirable acting reasonably. During the Direct Claim Review Period, the Indemnifying Party and its professional advisors Indemnified Party shall use their commercially reasonable endeavors to investigate reach an amicable solution with respect to the matter or circumstance alleged to give rise to validity and the amount of the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall reasonably assist the Indemnifying Party’s investigation. If the Indemnifying Party does not so respond within and the Indemnified Party agree, on or prior to the expiration of the Direct Claim Review Period, upon the validity and amount of such thirty (30)-day periodDirect Claim, the Indemnifying Party shall pay to the Indemnified Party, within ten (10) days following the date of such agreement, the full agreed amount of such Direct Claim. If the Indemnifying Party and the Indemnified Party fail to agree, on or prior to the expiration of the Direct Claim Review Period, upon the validity and amount of such Direct Claim, the dispute shall be deemed to have accepted such claimresolved by arbitration proceedings as provided by Section 8.15.

Direct Claims. Any claim Action by an Indemnified Party on account of a Loss which does not result from or involve a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party by providing giving the Indemnifying Party reasonably prompt written notice thereof thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party after of its indemnification obligations, except and only to the Indemnified extent that the Indemnifying Party becomes aware forfeits rights or defenses by reason of such Direct Claimfailure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail detail, shall include copies of all material written evidence thereof, and shall indicate include an estimate of the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-day period, the 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 reasonably assist the Indemnifying Party’s investigationinvestigation by giving such information and assistance as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such thirty (30)-day 30) day period, the Indemnifying Party shall be deemed to have accepted agreed to such claim.

Direct Claims. Any claim by an Indemnified Party on account of a Loss which does not result from or involve a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party by providing prompt written notice thereof to the Indemnifying Party after the Indemnified Party becomes aware of such Direct Claim. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail and shall indicate the estimated amount, if reasonably practicable, of the Loss Losses that has have been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) 30 days after its receipt of such notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-day 30-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 reasonably assist the Indemnifying Party’s investigation. If the Indemnifying Party does not so respond within such thirty (30)-day 30-day period, the Indemnifying Party shall be deemed to have accepted such claim.

Direct Claims. Any (a) If either a Buyer Indemnified Party, on the one hand, or a Seller Indemnified Party, on the other hand, shall have a claim by an for indemnification hereunder (the “Indemnified Party on account of a Loss which does not result from or involve a Third Party Claim (a “Direct ClaimParty”) shall be for any claim other than a claim asserted by a third party, the Indemnified Party by providing prompt shall, as promptly as is practicable, give written notice thereof to the party from whom indemnification is sought (the “Indemnifying Party after Party”) of the Indemnified Party becomes aware nature and, to the extent practicable, a good faith estimate of such Direct Claim. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Partyclaim. The Indemnifying Party shall have thirty (30) 30 days after its receipt of such notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-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 reasonably assist the Indemnifying Party’s investigationclaim. If the Indemnifying Party does not so respond within such thirty (30)-day 30-day period, the Indemnifying Party shall be deemed to have accepted 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. (b) The failure to make prompt delivery of such written notice by the Indemnified Party to the Indemnifying Party (so long as a notice pursuant to Section 8.5(a) is given before the expiration of the applicable period set forth in Section 8.1) shall not relieve the Indemnifying Party from any liability under this Article VIII with respect to such matter, except to the extent the Indemnifying Party is actually and materially prejudiced by failure to give such notice.

Direct Claims. Any claim by an Indemnified Party seeking indemnification on account of a Loss which does not result from or involve a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party by providing giving the Indemnifying Party reasonably prompt written notice thereof to the Indemnifying Party after the Indemnified Party becomes aware of such Direct Claim. 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 material rights or defenses available to the Indemnifying Party related to the Direct Claim are forfeited or materially prejudiced by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified PartyParty with respect thereto. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-day period, the 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 Claim, and the Indemnified Party shall reasonably assist the Indemnifying Party’s investigationinvestigation by giving such reasonable information and assistance as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such thirty (30)-day thirty-day period, the Indemnifying Party shall be deemed to have accepted rejected such claim.

Direct Claims. Any claim by an Indemnified Party on account of a Loss which does not result from or involve a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party by providing prompt written notice thereof to the Indemnifying Party after the Indemnified Party becomes aware of such Direct Claim. Such notice by the Indemnified Party shall describe the Direct delivering an Indemnification Claim in reasonable detail and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim asserting or denying its responsibility Notice with respect to such Direct ClaimClaim to the Indemnifying Party promptly; provided, however, that any failure by such Indemnified Party to give such prompt Indemnification Claim Notice shall not relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party is actually and materially prejudiced thereby. During such thirty (30)-day period, the The Indemnified Party shall allow the Indemnifying Party and its professional advisors Representatives 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 reasonably assist as provided in Section ‎9.5(a). The Indemnifying Party may, within thirty (30) days after receipt of an Indemnification Claim Notice with respect to such Direct Claim, deliver to the Indemnified Party a written response disputing such claim, which response must state in reasonable detail the reasons why the Indemnifying Party’s investigationParty disputes such claim, together with reasonable supporting detail. If the Indemnifying Party does not so respond fails to deliver a written response disputing such claim within such thirty (30)-day 30) day period, the Indemnifying Party shall will be deemed to have accepted waived its right to dispute such claimclaim and such claim shall have been deemed to have been agreed to by the Indemnifying Party.

Direct Claims. Any claim Action by an Indemnified Party on account of a Loss which does not result from or involve a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party by providing giving the Indemnifying Party reasonably prompt written notice thereof thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party after of its indemnification obligations, except and only to the Indemnified extent that the Indemnifying Party becomes aware of such Direct Claimis actually prejudiced thereby. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days Business Days after its receipt of such notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-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 reasonably assist the Indemnifying Party’s investigation. If the Indemnifying Party does not so respond within such thirty (30)-day 30) Business Day period, the Indemnifying Party shall be deemed to have accepted 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 Claims. Any claim by an Indemnified Party on account of a Loss which does not result from or involve a Third Party third party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party by providing giving the Indemnifying Party reasonably prompt written notice thereof via Notice of Claim, provided, however, that the failure of the Indemnified Party to give a Notice of Claim shall not limit or otherwise affect any right to indemnification hereunder except to the extent, if at all, that the Indemnifying Party after the Indemnified Party becomes aware of shall demonstrate that he or it was materially prejudiced by such Direct Claim. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Partyfailure. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-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 reasonably assist the Indemnifying Party’s investigation. If the Indemnifying Party does not so respond within such thirty (30)-day 30) day period, all Indemnifying Parties shall be conclusively deemed to have acknowledged the correctness of the claim or claims specified in the Notice of Claim for the full amount thereof. If the Indemnifying Party shall make timely objection to a claim or claims set forth in any Notice of Claim, and if such claim or claims shall not have been resolved or compromised within sixty (60) days from the date of delivery of such objection, the Indemnified Party shall be deemed free to have accepted pursue such claimremedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any claim Action by an Indemnified Party on account of a Loss which does not result from or involve a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party by providing giving the Indemnifying Party reasonably prompt written notice thereof to the Indemnifying Party thereof, but in any event not later than thirty (30) days after the Indemnified Party becomes aware of such Direct Claim. 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 forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-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 reasonably assist the Indemnifying Party’s investigation. If the Indemnifying Party does not so respond within such thirty (30)-day 30) day period, the Indemnifying Party shall be deemed to have accepted 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 Claims. (i) Any claim Action by an Indemnified Party on account of a Loss which does not result from or involve a Third Party Claim (each, a “Direct Claim”) shall be asserted by the Indemnified Party by providing prompt written notice thereof to giving the Indemnifying Party after written notice thereof. The failure of the Indemnified Party becomes aware to exercise promptness in such notification shall not amount to a waiver of such Direct Claimclaim, except to the extent that the Indemnifying Party actually forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. detail. (ii) The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-day period, the 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 reasonably assist the Indemnifying Party’s investigationinvestigation by giving such information and assistance (including access to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents, or records in its control or possession) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such thirty (30)-day 30) day period, the Indemnifying Party shall be deemed to have accepted 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 Claims. Any claim by an Indemnified Party on account of a Loss Damages which does do not result from or involve a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party by providing prompt written notice thereof to the Indemnifying Party after the Indemnified Party becomes aware of such Direct Claim. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail and shall indicate the estimated amount, if reasonably practicable, of the Loss Damages that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-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 reasonably assist the Indemnifying Party’s investigation. If the Indemnifying Party does not so respond within such thirty (30)-day period, the Indemnifying Party shall be deemed to have accepted such claim.

Direct Claims. Any claim by an Indemnified Party on account of a Loss Indemnitee for Losses which does do not result from or involve a Third Party Claim (a “Direct Claim”) third party claims shall be asserted by the Indemnified Indemnitee giving the Indemnifying Party by providing reasonably prompt written notice thereof thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party after of its indemnification obligations, except and only to the Indemnified extent that the Indemnifying Party becomes aware forfeits rights or defenses by reason of such Direct Claimfailure. Such notice by the Indemnified Party Indemnitee shall describe the Direct Claim claim in reasonable detail detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss Losses that has have been or may be sustained by the Indemnified PartyIndemnitee. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-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 reasonably assist the Indemnifying Party’s investigationclaim. If the Indemnifying Party does not so respond within such thirty (30)-day 30) day period, the Indemnifying Party shall be deemed to have accepted such claim, in which case the Indemnitee shall be free to pursue such remedies as may be available to the Buyer Indemnitee on the terms and subject to the provisions of this Agreement.

Direct Claims. Any claim Action by an Indemnified Party on account of a Loss any Losses which does do not result from or involve a Third Third-Party Indemnification Claim (a “Direct Claim”) shall be asserted by the Indemnified Party by providing giving the Indemnifying Party reasonably prompt written notice thereof thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party after of its indemnification obligations, except and only to the Indemnified extent that the Indemnifying Party becomes aware is materially prejudiced or forfeits rights or defenses by reason of such Direct Claimfailure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss any Losses that has have been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty forty-five (3045) days after its receipt of such notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-day period, the 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 reasonably assist the Indemnifying Party’s investigationinvestigation by giving such information and assistance (including access to the Acquired Entities’ 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. If the Indemnifying Party does not so respond within such thirty forty-five (30)-day 45)-day period, the Indemnifying Party shall be deemed to have accepted agreed to such claimclaim in full.

Direct Claims. Any claim under this Article VII by an Indemnified Party on account of a Loss which does not result from or involve for indemnification other than indemnification against a Third Party Claim (a “"Direct Claim”") shall will be asserted by giving the Indemnified Indemnifying Party by providing reasonably prompt written notice thereof to the Indemnifying Party after the Indemnified Party becomes aware of such Direct Claim. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail detail, and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall will have a period of thirty (30) calendar days after its receipt of such notice within which to respond in writing to satisfy such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-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 reasonably assist the Indemnifying Party’s investigationClaims. If the Indemnifying Party does not so respond within such thirty (30)-day 30) calendar day period, the Indemnifying Party shall will be deemed to have accepted rejected such claim, in which event the Indemnified Party will be free to pursue such remedies as may be available to the Indemnified Party under this Article VII or otherwise. If an objection is timely interposed by the Indemnifying Party during such thirty (30) day period, then the Indemnified Party and the Indemnifying Party shall negotiate in good faith for a period of thirty (30) days from the date the Indemnified Party receives such objection (such period, or such longer period as agreed in writing by the parties, is hereinafter referred to as the "Negotiation Period"). If the Direct Claim that is the subject of such notice has not been resolved prior to the expiration of the Negotiation Period, the Indemnified Party or the Indemnifying Party will be free to pursue such remedies as may be available to them on the terms and subject to the provisions of this Agreement.

Direct Claims. Any claim All claims by an Indemnified Party on account of for indemnification other than indemnification against a Loss which does not result from or involve a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party by providing prompt written notice thereof to giving the Indemnifying Party after written notice thereof, and the Indemnifying Party shall have a period of 30 days within which to satisfy such Direct Claims, except for injunctive or equitable relief, which the Indemnified Party becomes aware of such Direct Claim. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or Person may be sustained by the Indemnified Partypursue at any time. The Indemnifying Party shall have thirty (30) days after its receipt of only be deemed to reject such claim if it sends notice thereof to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-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 Claimwithin such 30 day period, and whether and to what extent any amount is payable in respect of the Direct Claim and which event the Indemnified Party shall reasonably assist may pursue such remedies as may be available to the Indemnifying Party’s investigationIndemnified Person under this Agreement. If the Indemnifying Party does not so respond within such thirty (30)-day 30-day period, the Indemnifying Party shall be deemed to have accepted such claimDirect Claim, in which event the Indemnifying Party shall make promptly make payment to the Indemnified Party therefor.

Direct Claims. Any indemnification claim by an Indemnified Party on account of a Loss which does not result from or involve a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party by providing giving the Indemnifying Party prompt written notice thereof thereof. Such written notice shall summarize the basis for the indemnification claim based on the information reasonably available at that time to the Indemnified Party. The failure to give written notice shall not, however, relieve the Indemnifying Party after of its indemnification obligations, unless, and then solely to the Indemnified Party becomes aware extent that, the rights of the Parties from whom indemnity is sought are materially prejudiced as a result of such Direct Claim. Such failure; provided, however, that no such notice by shall have any effect or be valid if it is given following the Indemnified Party shall describe the Direct Claim end of any applicable survival period provided for in reasonable detail and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified PartySection 7.2. The Indemnifying Party shall have thirty (30) 30 days after its receipt of such notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-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 reasonably assist the Indemnifying Party’s investigationclaim. If the Indemnifying Party does not so respond within such thirty (30)-day 30 day period, the Indemnifying Party shall be deemed to have accepted 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 and the Indemnifying Party shall promptly pay any amounts owed in accordance with the terms of this Agreement.

Direct Claims. Any claim Action by an Indemnified Party on account of a Loss which does not result from or involve a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party by providing giving the Indemnifying Party reasonably prompt written notice thereof to the Indemnifying Party after the Indemnified Party becomes aware of such Direct Claim. 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 forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim asserting as to whether it accepts or denying its responsibility with respect objects to such Direct Claim. During such thirty (30)-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 reasonably assist the Indemnifying Party’s investigation. If the Indemnifying Party does not so respond within such thirty (30)-day 30) day period, the Indemnifying Party shall be deemed to have accepted rejected such claim. In any case, the Indemnified Party shall be free at any time to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any claim by a party (also, an “Indemnified Party Party”) on account of a Loss which does not result from or involve a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party by providing giving the party obligated to indemnify (also, a “Responsible Party”) prompt written notice thereof thereof. The failure to give such prompt written notice shall not, however, relieve the Responsible Party of its indemnification obligations, except to the Indemnifying extent that the Responsible Party after the Indemnified Party becomes aware of such Direct Claimis actually prejudiced thereby. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Responsible Party shall have thirty (30) 30 days after its receipt of such notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-day 30-day period, the Indemnified Party shall allow the Indemnifying Responsible 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 reasonably assist the Indemnifying Responsible Party’s investigationinvestigation by giving such information and assistance (including access to each Acquired Company’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Responsible Party or any of its professional advisors may reasonably request. If the Indemnifying Responsible Party does not so respond within such thirty (30)-day 30-day period, the Indemnifying Responsible Party shall be deemed to have accepted 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 Claims. Any claim Claim by an Indemnified Party on account of a Loss which does not result from or involve a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party by providing giving the Indemnifying Party reasonably prompt written notice thereof to the Indemnifying Party after the Indemnified Party becomes aware of such Direct Claimthereof. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-day period, the 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 reasonably assist the Indemnifying Party’s investigationinvestigation by giving such information and assistance (including access to the Indemnified Party’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. If the Indemnifying Party does not so respond within such thirty (30)-day 30) day period, the Indemnifying Party shall be deemed to have accepted rejected such claimClaim, 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 Claims. Any claim by an Indemnified Party on account of for indemnification hereunder for a Loss which does not result from or involve a Third Party Claim (a “"Direct Claim”") shall be asserted by the Indemnified Party by providing giving the Indemnifying Party reasonably prompt written notice thereof to the Indemnifying Party after the Indemnified Party becomes aware of determines that it has a Direct Claim to assert, provided, however, that any delay in giving notice will not affect the Indemnifying Party's obligations hereunder except to the extent that the Indemnifying Party is actually prejudiced by such Direct Claimfailure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail and shall indicate the estimated amount, if reasonably practicableknown, of the Loss that has been or may be sustained by the Indemnified PartyParty (which estimate shall not prejudice any final determination). The Indemnifying Party shall have thirty (30) days after its receipt (or deemed receipt) of such notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-day period, the The Indemnified Party shall allow the Indemnifying Party and its professional advisors Representatives to reasonably 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 reasonably assist the Indemnifying Party’s investigationClaim. If the Indemnifying Party does not so respond within such thirty (30)-day periodthe 30-day period referenced above, the Indemnifying Party shall be deemed to have accepted approved such claim.

Direct Claims. Any claim If any Claim Notice is in respect of any actual or potential Losses by an Indemnified Party on account of a Loss Losses which does do not result from or involve a Third Third-Party Claim (a “Direct Claim”) shall be asserted by ), the Indemnified Party by providing prompt written notice thereof to the Indemnifying Party after the Indemnified Party becomes aware of such Direct Claim. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice Claim Notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-day period, the 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 reasonably assist the Indemnifying Party’s investigationinvestigation by giving such information and assistance (including access to the Indemnified Party’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. If the Indemnifying Party does not so respond within such thirty (30)-day 30-day period, the Indemnifying Party shall be deemed to have accepted rejected such claimDirect 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 Claims. Any claim by an Indemnified Party on account of a Loss loss which does not result from or involve a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party by providing prompt written notice thereof to the Indemnifying Party after the Indemnified Party becomes aware of such Direct Claim. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail and shall indicate the estimated amount, if reasonably practicable, of the Loss loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-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 reasonably assist the Indemnifying Party’s investigation. If the Indemnifying Party does not so respond within such thirty (30)-day period, the Indemnifying Party shall be deemed to have accepted such claim.

Direct Claims. Any claim Action by an Indemnified Party on account of a Loss which does not result from or involve a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party by providing giving the Indemnifying Party reasonably prompt written notice thereof (in any event, prior to the Expiration Date, if applicable), provided that the failure to give such prompt written notice shall not relieve the Indemnifying Party after of its indemnification obligations, except and only to the Indemnified extent that the Indemnifying Party becomes aware of such Direct Claimis actually prejudiced thereby. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-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 reasonably assist the Indemnifying Party’s investigation. If the Indemnifying Party does not so respond within such thirty (30)-day 30) day period, the Indemnifying Party shall be deemed to have accepted such claim. If the Indemnifying Party rejects such claim, 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 Claims. Any claim by If an Indemnified Party on account of wishes to make a claim for indemnification hereunder for a Loss which or Tax that does not result from or involve a Third Third-Party Claim (a “"Direct Claim”) shall be asserted by "), the Indemnified Party by providing prompt written notice thereof to shall promptly notify the Indemnifying Party after the Indemnified Party becomes aware in writing of such Direct Claim, 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, to the extent practicable, any other material details pertaining thereto. Such notice by The failure to notify the Indemnified Indemnifying Party shall describe the of a Direct Claim in reasonable detail shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that the Indemnifying Party is actually materially and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained adversely prejudiced by the Indemnified Partysuch failure to provide such notice. The Indemnifying Party shall have a period of thirty (30) days after its receipt of such notice within which to respond in writing to such Direct Claim asserting Claim. If the Indemnifying Party rejects all or denying any part of the Direct Claim, the Indemnified Party shall be free to seek enforcement of its responsibility rights to indemnification under this Agreement with respect to such Direct Claim. During such thirty (30)-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 reasonably assist the Indemnifying Party’s investigation. If the Indemnifying Party does not so respond within such thirty (30)-day period, the Indemnifying Party shall be deemed to have accepted such claim.

Direct Claims. Any claim by an The Indemnified Party on account will provide the Indemnifying Party with reasonably prompt writing notice of a Loss its discovery of any matter with respect to which indemnification may be sought pursuant to this Article VIII that does not result from or involve a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party by providing prompt written notice thereof to ). Failure or delay in notifying the Indemnifying Party after shall not, however, relieve the Indemnified Indemnifying Party becomes aware of its indemnification obligations, except and only to the extent that the Indemnifying Party demonstrates that such failure has materially and adversely harmed the Indemnifying Party with respect to such Direct Claim. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-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 reasonably assist the Indemnifying Party’s investigation. If the Indemnifying Party does not so respond notify the Indemnified Party that it accepts or disputes such Direct Claim within such thirty (30)-day period30) days from receipt of such notice of Direct Claim, the Indemnifying Party shall be deemed to have accepted rejected such claim, in which event the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party under this Agreement.

Direct Claims. Any claim by an Indemnified Party on account of a Loss Losses which does do not result from or involve a Third Party Claim (such claim, a “Direct Claim”) shall be asserted by giving prompt written notification to Buyer (if the Buyer Indemnifying Parties are the Indemnifying Party) or the Seller (if the Seller Parties are the Indemnifying Party), as applicable, of the commencement of any action, suit or proceeding relating to a Direct Claim for which indemnification may be sought; provided, that no delay on the part of the Indemnified Party by providing prompt written in notifying Buyer or the Seller (as applicable) shall relieve such Indemnifying Party from any obligation under this ARTICLE 8 (Indemnification), except to the extent (a) notice thereof is delivered after the applicable survival period for such claim (in which case the Indemnified Party shall not be entitled to assert such claim) or (b) such delay actually and materially prejudices the Indemnifying Party after the Indemnified Party becomes aware of in its ability to defend such Direct Claimclaim. Such notice by the Indemnified Party Seller or Buyer (as applicable) shall describe the Direct Claim include a description in reasonable detail and shall indicate (to the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained extent known by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to the facts constituting the basis for such Direct Claim. During such thirty (30)-day period, the Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance provisions of this Agreement alleged to give rise to have been breached and, the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall reasonably assist the Indemnifying Party’s investigation. If the Indemnifying Party does not so respond within such thirty (30)-day period, the Indemnifying Party shall be deemed to have accepted such claimLosses claimed.

Direct Claims. Any claim by an Indemnified Party on account of a Loss which does not result from or involve a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party by providing prompt written notice thereof to the Indemnifying Party after the Indemnified Party becomes aware of such Direct Claim. Such notice by the Indemnified Party shall describe the Direct delivering an Indemnification Claim in reasonable detail and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim asserting or denying its responsibility Notice with respect to such Direct ClaimClaim to the Indemnifying Party promptly; provided, however, that any failure by such Indemnified Party to give such prompt Indemnification Claim Notice shall not relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party is actually and materially prejudiced thereby. During such thirty (30)-day period, the The Indemnified Party shall allow the Indemnifying Party and its professional advisors Representatives 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 reasonably assist as provided in Section 9.5(a). The Indemnifying Party may, within thirty (30) days after receipt of an Indemnification Claim Notice with respect to such Direct Claim, deliver to the Indemnified Party a written response disputing such claim, which response must state in reasonable detail the reasons why the Indemnifying Party’s investigationParty disputes such claim, together with reasonable supporting detail. If the Indemnifying Party does not so respond fails to deliver a written response disputing such claim within such thirty (30)-day 30) day period, the Indemnifying Party shall will be deemed to have accepted waived its right to dispute such claimclaim and such claim shall have been deemed to have been agreed to by the Indemnifying Party.

Direct Claims. Any claim by an In the event that the Indemnified Party on account of has a Loss which Claim, including an Indemnity Claim hereunder, that does not result from or involve a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party by providing prompt written notice thereof to the Indemnifying Party after the Indemnified Party becomes aware , or knowledge of such Direct Claim. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail and shall indicate the estimated amount, if reasonably practicable, of the Loss facts that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing could give rise to such Direct Claim asserting or denying its responsibility with respect to such Direct a Claim. During such thirty (30)-day period, the Indemnified Party shall allow transmit to the Indemnifying Party and its professional advisors to investigate a written notice (the matter or circumstance alleged to give rise to "DIRECT CLAIM NOTICE") describing in reasonable detail the Direct nature of the Claim, and whether and to what extent any amount is payable in respect an estimate of the Direct amount of damages attributable to such Claim and the Indemnified Party shall reasonably assist basis for the Indemnifying Party’s investigationrequest for indemnification under this Agreement. If the Indemnifying Party does not so respond notify the Indemnified Party within fifteen (15) days from its receipt of the Direct Claim Notice that it disputes such Indemnity Claim, the Indemnity Claims specified in the Direct Claim Notice will be deemed payable by the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed such Indemnity Claim, the Parties shall negotiate in good faith for a thirty (30) day period after receipt of the Direct Claim Notice to resolve such Indemnity Claim. If no resolution is reached within such thirty (30)-day 30) day period, the Indemnifying Party dispute regarding the Indemnity Claim shall be deemed to have accepted such claimresolved by litigation in a court of competent jurisdiction.

Direct Claims. Any claim Action by an Indemnified Party on account of a Loss which does not result from or involve a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party by providing giving the Indemnifying Party reasonably prompt written notice thereof to the Indemnifying Party thereof, but in any event not later than 30 days after the Indemnified Party becomes aware of such Direct Claim. 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 forfeits rights or defenses by reason of such delay or failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) 30 days after its receipt of such notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-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 reasonably assist the Indemnifying Party’s investigation. If the Indemnifying Party does not so respond within such thirty (30)-day 30 day period, the Indemnifying Party shall be deemed to have accepted 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 Claims. Any claim by an Indemnified Party on account of a Loss Buyer Indemnitee for Losses which does do not result from or involve a Third Party Claim (a “Direct Claim”) third party claims shall be asserted by the Indemnified Buyer Indemnitee giving the Indemnifying Party by providing reasonably prompt written notice thereof thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party after of its indemnification obligations, except and only to the Indemnified extent that the Indemnifying Party becomes aware forfeits rights or defenses by reason of such Direct Claimfailure. Such notice by the Indemnified Party Buyer Indemnitee shall describe the Direct Claim claim in reasonable detail detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss Losses that has have been or may be sustained by the Indemnified PartyBuyer Indemnitee. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-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 reasonably assist the Indemnifying Party’s investigationclaim. If the Indemnifying Party does not so respond within such thirty (30)-day 30) day period, the Indemnifying Party shall be deemed to have accepted such claim, in which case the Buyer Indemnitee shall be free to pursue such remedies as may be available to the Buyer Indemnitee on the terms and subject to the provisions of this Agreement.

Direct Claims. Any claim by an Indemnified Party on account of a Loss for Liabilities which does do not result from or involve a Third Party Claim (a “"Direct Claim”") shall must be asserted by giving the Indemnified Indemnifying Party by providing reasonably prompt written notice thereof to the Indemnifying Party after the Indemnified Party becomes aware of (such notice, a "Direct ClaimClaim Notice"). Such notice by the Indemnified Party shall A Direct Claim Notice will describe the Direct Claim in reasonable detail and shall indicate the estimated amount, if reasonably practicable, amount of the Loss Liabilities (if estimable) that has have been or may be sustained by the Indemnified Party. The Indemnifying Party shall will have a period of thirty (30) days after its receipt of such notice within which to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-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 reasonably assist the Indemnifying Party’s investigation. If the Indemnifying Party does not so respond within such thirty (30)-day period, the Indemnifying Party shall will be deemed to have accepted such claim, in which event 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. If the Indemnifying Party provides a timely Objection Statement to the Indemnified Party, then the Indemnified Party and the Indemnifying Party may discuss such objection for a period of thirty (30) days from the date the Indemnified Party receives such Objection Statement (such period, or such longer period as agreed in writing by the Parties, the "Discussion Period"). If the Direct Claim that is the subject of the Direct Claim Notice has not been resolved prior to the expiration of the Discussion Period, the Indemnifying Party and the Indemnified Party may submit the dispute for resolution to a court of competent jurisdiction on the terms and subject to the provisions of this Agreement.

Direct Claims. Any indemnification claim by an Indemnified Party on account of a Loss which does not result from or involve a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party by providing giving the Indemnifying Party and the Seller Representative prompt written notice thereof thereof. Such written notice shall summarize the basis for the indemnification claim based on the information reasonably available at that time to the Indemnified Party. The failure to give written notice shall not, however, relieve the Indemnifying Party after of its indemnification obligations, unless, and then solely to the Indemnified Party becomes aware extent that, the rights of the parties from whom indemnity is sought are materially prejudiced as a result of such Direct Claim. Such failure; provided, however, that no such notice by shall have any effect or be valid if it is given following the Indemnified Party shall describe the Direct Claim end of any applicable survival period provided for in reasonable detail and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified PartySection 12.2. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-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 reasonably assist the Indemnifying Party’s investigationclaim. If the Indemnifying Party does not so respond within such thirty (30)-day 30) day period, the Indemnifying Party shall be deemed to have accepted 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 and shall promptly pay any amounts owed in accordance with the terms of this Agreement.

Direct Claims. Any claim Action by an Indemnified Party on account of a Loss which does not result from or involve a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party by providing giving the Indemnifying Party reasonably prompt written notice thereof thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party after of its indemnification obligations, except and only to the Indemnified extent that the Indemnifying Party becomes aware forfeits rights or defenses by reason of such Direct Claimfailure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-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 reasonably assist the Indemnifying Party’s investigation. If the Indemnifying Party does not so respond within such thirty (30)-day 30 day period, the claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability of the Indemnifying Party under this ARTICLE IX, and the Indemnifying Party shall be deemed pay the amount of such liability to have accepted the Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion of the claim) is estimated, on such later date when the amount of such claim (or such portion of such claim) becomes finally determined.

Direct Claims. Any claim by an Indemnified Party on account of a Loss which does not result from or involve a Third Party Claim (a “Direct Claim”i) shall be asserted by the Indemnified Party by providing prompt written notice thereof to the Indemnifying Party At any time after the Closing Date, if an Indemnified Party becomes aware of such any Loss subject to indemnification under the terms of Section 6.1 but not arising out of a Third-Party Claim (“Direct Claim. Such notice by the ”), such Indemnified Party shall describe provide an Indemnification Notice to the relevant Indemnifying Party, describing: (a) the Direct Claim in reasonable detail and shall indicate the estimated amountcircumstances, events, facts, obligations, claims, documents, information or matters giving rise to the Direct Claim; (b) an estimate of the amount of the Loss and method of calculation thereof, if reasonably practicable, ; and (c) a reference to the provisions of the Loss that has been this Agreement pursuant to which such right to indemnification arises or may be sustained by the Indemnified Party. is claimed (“Notice of Direct Claim”). (ii) The Indemnifying Party shall have a period of thirty (30) days after its from receipt of such notice to respond in writing to such the Notice of Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-day period, give Notice to the Indemnified Party shall allow to either accept the request for indemnity or present its objection to the request for indemnity along with documents and grounds on which such rejection is based. Failure by the Indemnifying Party and its professional advisors to investigate provide the Indemnified Party with such Notice within the period set forth above shall be construed as a formal acceptance of the subject 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 reasonably assist the Indemnifying Party’s investigation. If the Indemnifying Party does not so respond within such thirty (30)-day period, the Indemnifying Party shall be deemed to have accepted such claima Payable Loss.

Direct Claims. Any claim If any Claim Notice is in respect of any actual or potential Losses by an Indemnified Party on account of a Loss Losses which does do not result from or involve a Third Party Claim (a “Direct Claim”) shall be asserted by ), the Indemnified Party by providing prompt written notice thereof to the Indemnifying Party after the Indemnified Party becomes aware of such Direct Claim. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice Claim Notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-day period, the 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 reasonably assist the Indemnifying Party’s investigationinvestigation by giving such information and assistance (including access to the Indemnified Party’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. If the Indemnifying Party does not so respond within such thirty (30)-day 30-day period, the Indemnifying Party shall be deemed to have accepted rejected such claimDirect 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 Claims. Any claim by an Indemnified Party on account of for indemnification other than indemnification against a Loss which does not result from or involve a Third Party Claim third party pursuant to Section 9.5 above (a “Direct Claim”) ), and claims for enforcement of violations of Section 10.9 (for which the enforcement provisions of the Confidentiality Agreement shall apply), will be asserted by the Indemnified Party by providing prompt written notice thereof to giving the Indemnifying Party after written notice thereof, and the Indemnified Party becomes aware of such Direct Claim. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall will have a period of thirty (30) calendar days after its receipt of such notice (the “Response Period”) within which to respond in writing to such Direct Claim. If the Indemnifying Party does not respond with written notice to the Indemnified Party of the amount of the Direct Claim asserting that is contested within the Response Period, the Indemnified Party shall be conclusively deemed to be entitled to indemnity for such Direct Claim. If, within the Response Period, the Indemnifying Party contests all or denying its responsibility some portion of a Direct Claim in writing to the Indemnified Party, then the Indemnified Party and Indemnifying Party, acting in good faith, shall attempt to reach agreement with respect to such Direct Claim. During In the event such thirty (30)-day periodagreement cannot be reached, 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 such Direct Claim and the Indemnified Party shall reasonably assist the Indemnifying Party’s investigation. If the Indemnifying Party does not so respond within such thirty (30)-day period, the Indemnifying Party shall be deemed to have accepted such claimresolved by a court of competent jurisdiction unless earlier settled by the Parties.

Direct Claims. Any claim by an Indemnified Party on account of a Loss Damages which does do not result from or involve a Third Party Claim (a “"Direct Claim”") shall be asserted by the Indemnified Party by providing giving the Indemnifying Party prompt written notice thereof to the Indemnifying Party after the Indemnified Party becomes aware of such Direct Claimthereof. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail detail, and shall indicate the estimated amountprovide a good faith, if reasonably practicable, reasonable estimation of the Loss Damages that has have been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-day 30-day period, the Indemnified Party shall allow the Indemnifying Party and its professional advisors Representatives a reasonable opportunity 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 reasonably use commercially reasonable efforts to assist the Indemnifying Party’s investigation's investigation by giving such information and assistance (including access to the Indemnified Party's premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its Representatives may reasonably request. If the Indemnifying Party does not so respond within such thirty (30)-day 30-day period, the Indemnifying Party shall be deemed to have accepted such claim.

Direct Claims. Any claim by an Indemnified Party on account of a Loss Damages which does do not result from or involve a Third Party Claim (a “"Direct Claim”") shall be asserted by the Indemnified Party by providing prompt giving the Indemnifying Party written notice thereof within forty-five (45) days of discovery. The failure to give such written notice within such forty-five (45) day period shall not, however, relieve the Indemnifying Party after of its indemnification obligations, except to the Indemnified Party becomes aware of such Direct Claimextent prejudiced thereby. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail detail, and shall indicate the estimated amount, if reasonably practicable, of the Loss Damages that has have been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty forty five (3045) days after its receipt of such notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-day 45-day period, the Indemnified Party shall allow the Indemnifying Party and its professional advisors Representatives a reasonable opportunity 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 reasonably use commercially reasonable efforts to assist the Indemnifying Party’s investigation's investigation by giving such information and assistance (including access to the Indemnified Party's premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its Representatives may reasonably request. If the Indemnifying Party does not so respond within such thirty (30)-day 45-day period, the Indemnifying Party shall be deemed to have accepted such claim.

Direct Claims. Any claim Claim by an Indemnified Party on account of a Loss which does not result from or involve a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party by providing giving the Indemnifying Party prompt written notice thereof thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party after of its indemnification obligations, except and only to the Indemnified extent that the Indemnifying Party becomes aware forfeits rights or defenses by reason of such Direct Claimfailure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-day period, the Indemnified Party shall allow reasonably cooperate with the Indemnifying Party and with respect to its professional advisors to investigate investigation of the matter or circumstance and circumstances 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 reasonably assist the Indemnifying Party’s investigationClaim. If the Indemnifying Party does not so respond within such thirty (30)-day period, the Indemnifying Party shall be deemed to have accepted rejected such claimClaim, 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 Claims. Any claim by an Indemnified Party on account of a Loss I,oss which does not result from or involve a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party by providing prompt written notice thereof to the Indemnifying Party after the Indemnified Party becomes aware of such Direct Claim. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-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 reasonably assist the Indemnifying Party’s investigation. If the Indemnifying Party does not so respond within such thirty (30)-day period, the Indemnifying Party shall be deemed to have accepted such claim.

Direct Claims. 5.3.1 Any claim by an Indemnified Party on account of a Loss which does not result from or involve a Third Party Direct Claim (a “Direct Claim”) shall be asserted by giving the Indemnified Party by providing Indemnifier reasonably prompt written notice thereof to the Indemnifying Party after the Indemnified Party becomes aware of acts, omissions or facts that may give rise to such Direct Claim. Such notice by to the Indemnified Party Indemnifier shall describe the Direct Claim in reasonable detail and shall indicate the estimated amountindicate, if reasonably practicable, the estimated amount of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party Indemnifier shall then have thirty (30) a period of 30 days after its receipt of such notice within which to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-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 reasonably assist the Indemnifying Party’s investigation. If the Indemnifying Party Indemnifier does not so respond within such thirty (30)-day 30-day period, the Indemnifying Party Indemnifier shall be deemed to have accepted rejected such claimClaim, and in such event the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party. If the Indemnifier agrees prior to the expiration of the 30 day period as to the validity of the Direct Claim after the Indemnifier has provided a written response, the Indemnifier shall pay to the Indemnified Party the amount of such Direct Claim forthwith upon such amount being quantified. If the Parties fail to agree as to the validity of the Direct Claim or its amount, any Party may exercise all remedies as may be available to such Party.

Direct Claims. Any claim Action by an Indemnified Party on account of a Loss which does not result from or involve a Third Party Claim (a “"Direct Claim”") shall be asserted by the Indemnified Party by providing giving the Indemnifying Party reasonably prompt written notice thereof to the Indemnifying Party thereof, but in any event not later than thirty (30) days after the Indemnified Party becomes aware of such Direct Claim. 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 forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-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 reasonably assist the Indemnifying Party’s investigation. If the Indemnifying Party does not so respond within such thirty (30)-day 30) day period, the Indemnifying Party shall be deemed to have accepted 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 Claims. Any claim by an Indemnified Party on account of a Loss which does not result from or involve a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party by providing giving the Indemnifying Party prompt written notice thereof thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party after of its indemnification obligations, except and only to the Indemnified extent that the Indemnifying Party becomes aware forfeits rights or defenses by reason of such Direct Claimfailure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-day period, the Indemnified Party shall allow provide to the Indemnifying Party as promptly as practicable thereafter such information and its professional advisors documentation as may be reasonably requested by the Indemnifying Party to investigate the matter or circumstance alleged to give rise to the Direct Claim, support and whether and to what extent any amount is payable in respect of verify the Direct Claim and the Indemnified Party shall reasonably assist the Indemnifying Party’s investigationasserted. If the Indemnifying Party does not so respond within such thirty (30)-day period, the Indemnifying Party shall be deemed to have accepted 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 Claims. Any claim It is the intent of the Parties hereto that all direct claims for indemnification hereunder by an Indemnified Party on account of a Loss against any Indemnifying Party which does do not result from or involve a constitute Third Party Claim Claims (a “"Direct Claim”Claims") shall be asserted subject to and benefit from the terms of this Section 10.3(b). In the event any Indemnified Party should have a Direct Claim against any Indemnifying Party hereunder, the Indemnified Party will notify the Indemnifying Party with reasonable promptness of such claim by the Indemnified Party by providing prompt written notice thereof to Party, specifying the nature of and specific basis for such claim and the amount or the estimated amount of such claim (the "Indemnity Notice"), and the Indemnifying Party after the Indemnified Party becomes aware will have a period of thirty (30) calendar days within which to satisfy or dispute such Direct Claim. Such notice by If the Indemnified Party shall describe the Direct Claim in reasonable detail and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of has timely disputed such notice to respond in writing to such Direct Claim asserting or denying its responsibility with respect to such Direct Claim. During such thirty (30)-day periodclaim, the Indemnified Party shall allow as provided above, 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 reasonably assist the Indemnifying Party’s investigation. If agree to proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations, or if the Indemnifying Party does not so respond to the Indemnity Notice within such thirty (30)-day 30) calendar day period, the Indemnifying Party shall will be deemed to have accepted rejected such claimDirect Claim, in which event the Indemnified Party will be free to pursue such remedies as may be available to the Indemnified Party under this Agreement or otherwise.