Common use of Direct Claims Clause in Contracts

Direct Claims. Any Proceeding by an Indemnified Party on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party written notice no later than thirty (30) days after the Indemnified Party becomes aware of such Direct Claim. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail. The failure of any Indemnified Party to provide a notice of a Direct Claim as required by this Section 10.3(d) shall not affect such Indemnified Party’s rights under this ARTICLE X except to the extent such failure is actually and materially prejudicial to the rights and obligations of the Indemnifying Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. Provided the Indemnifying Party proceeds with reasonable diligence, the Indemnified Party shall allow the Indemnifying Party and its professional advisors an 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 assist the Indemnifying Party’s investigation by giving such information and assistance as may be may reasonably requested. If the Indemnifying Party does not so respond within such thirty (30)-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Proceeding claim by an Indemnified Party on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice no thereof, but in any event not later than thirty (30) calendar days after the Indemnified Party becomes aware of the matter or circumstance alleged to give rise to 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 is actually and materially prejudiced thereby. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail. The failure , shall include copies of any Indemnified Party to provide a notice of a Direct Claim as required by this Section 10.3(d) all material written evidence thereof and shall not affect such Indemnified Party’s rights under this ARTICLE X except to indicate the extent such failure is actually and materially prejudicial to the rights and obligations estimated amount of the Indemnifying Loss that has been or may be reasonably 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. Provided the Indemnifying Party proceeds with reasonable diligence, the Indemnified Party shall allow the Indemnifying Party and its professional advisors an 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 Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Company’s premises and personnel and the right to examine and copy any accounts, documents or records) as may be may reasonably requested. If the Indemnifying Party does not so respond within such thirty (30)-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as or any of its professional advisors may be available to the Indemnified Party on the terms and subject to the provisions of this Agreementreasonably request.

Direct Claims. Any Proceeding claim by an Indemnified Party on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice no later than thirty (30) days after thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnified Indemnifying Party becomes aware of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such Direct Claimfailure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail. The failure , shall include copies of any Indemnified Party to provide a notice of a Direct Claim as required by this Section 10.3(d) all material written evidence thereof and shall not affect such Indemnified Party’s rights under this ARTICLE X except to indicate the extent such failure is actually and materially prejudicial to the rights and obligations estimated amount, if reasonably practicable, of the Indemnifying 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. Provided the Indemnifying Party proceeds with reasonable diligenceDuring such 30-day period, the Indemnified Party shall allow the Indemnifying Party and its professional advisors an 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 assist the Indemnifying Party’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 may be the Indemnifying Party or any of its professional advisors may reasonably requestedrequest. If the Indemnifying Party does not so respond within such thirty (30)-day 30-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Proceeding Action by an Indemnified Party on account of a Loss which does not result from a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice no 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. The failure , shall include copies of any Indemnified Party to provide a notice of a Direct Claim as required by this Section 10.3(d) all material written evidence thereof and shall not affect such Indemnified Party’s rights under this ARTICLE X except to indicate the extent such failure is actually and materially prejudicial to the rights and obligations estimated amount, if reasonably practicable, of the Indemnifying 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. Provided the Indemnifying Party proceeds with reasonable diligence, the Indemnified Party shall allow the Indemnifying Party and its professional advisors an 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 assist the Indemnifying Party’s investigation by giving such information and assistance as may be may reasonably requested. If the Indemnifying Party does not so respond within such thirty (30)-day 30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Proceeding by an Indemnified Party on account of a Loss which does not result from a Other than with respect to Third Party Claim Claims, which shall be governed by Section 5.4(b), each Ligand Indemnitee and OmniAb Indemnitee (a each, an “Direct ClaimIndemnitee”) shall notify in writing, with respect to any matter that such Indemnitee has determined has given or could give rise to a right of indemnification under this Agreement or any Ancillary Agreement, the Party which is or may be asserted required pursuant to this Article V or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”), within forty-five (45) days of such determination, stating in such written notice the amount of the Indemnifiable Loss claimed, if known, and, to the extent practicable, method of computation thereof, and referring to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the Indemnified Party giving failure to provide such written notice shall not release the Indemnifying Party written notice no later than thirty (30) days after the Indemnified Party becomes aware from any of such Direct Claim. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail. The failure of any Indemnified Party to provide a notice of a Direct Claim as required by this Section 10.3(d) shall not affect such Indemnified Party’s rights under this ARTICLE X its obligations except and solely to the extent such failure is actually and materially prejudicial to the rights and obligations of the Indemnifying PartyParty shall have been actually materially prejudiced as a result of such failure. The Indemnifying Party shall will have thirty a period of forty-five (3045) days after its receipt of such a notice under this Section 5.4(a) within which to respond in writing to such Direct Claim. Provided the Indemnifying Party proceeds with reasonable diligence, the Indemnified Party shall allow the Indemnifying Party and its professional advisors an 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 assist the Indemnifying Party’s investigation by giving such information and assistance as may be may reasonably requestedthereto. If the Indemnifying Party does not so fails to respond within such thirty (30)-day period, the Liability specified in such notice from the Indemnitee shall be conclusively determined to be a Liability of the Indemnifying Party hereunder. If such Indemnifying Party responds within such period and rejects such claim in whole or in part, the disputed matter shall be deemed to have rejected such claim, resolved in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreementaccordance with Article VII.

Direct Claims. Any Proceeding by an Indemnified Party on account of a Loss which does not result from a Other than with respect to Third Party Claim Claims, which shall be governed by Section 5.4(b), each ▇▇▇▇▇▇▇ Indemnitee and Veralto Indemnitee (a each, an “Direct ClaimIndemnitee”) shall notify in writing, with respect to any matter that such Indemnitee has determined has given or could give rise to a right of indemnification under this Agreement or any Ancillary Agreement, the Party which is or may be asserted required pursuant to this Article V or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”), within forty-five (45) days of such determination, stating in such written notice the amount of the Indemnifiable Loss claimed, if known, and, to the extent practicable, method of computation thereof, and referring to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the Indemnified Party giving failure to provide such written notice shall not release the Indemnifying Party written notice no later than thirty (30) days after the Indemnified Party becomes aware from any of such Direct Claim. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail. The failure of any Indemnified Party to provide a notice of a Direct Claim as required by this Section 10.3(d) shall not affect such Indemnified Party’s rights under this ARTICLE X its obligations except and solely to the extent such failure is actually and materially prejudicial to the rights and obligations of the Indemnifying PartyParty shall have been actually materially prejudiced as a result of such failure. The Indemnifying Party shall will have thirty a period of forty-five (3045) days after its receipt of such a notice under this Section 5.4(a) within which to respond in writing to such Direct Claim. Provided the Indemnifying Party proceeds with reasonable diligence, the Indemnified Party shall allow the Indemnifying Party and its professional advisors an 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 assist the Indemnifying Party’s investigation by giving such information and assistance as may be may reasonably requestedthereto. If the Indemnifying Party does not so fails to respond within such thirty (30)-day period, the Liability specified in such notice from the Indemnitee shall be conclusively determined to be a Liability of the Indemnifying Party hereunder. If such Indemnifying Party responds within such period and rejects such claim in whole or in part, the disputed matter shall be deemed to have rejected such claim, resolved in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreementaccordance with Article VII.

Direct Claims. Any Proceeding claim by an Indemnified Party on account of a Loss which does not result from a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice no later than thirty (30) days after thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnified Indemnifying Party becomes aware of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such Direct Claimfailure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail. The failure , shall include copies of any Indemnified Party to provide a notice of a Direct Claim as required by this Section 10.3(d) all material written evidence thereof and shall not affect such Indemnified Party’s rights under this ARTICLE X except to indicate the extent such failure is actually and materially prejudicial to the rights and obligations estimated amount, if reasonably practicable, of the Indemnifying 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. Provided the Indemnifying Party proceeds with reasonable diligenceDuring such 30-day period, the Indemnified Party shall allow the Indemnifying Party and its professional advisors an 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 assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Company’s premises and personnel and the right to examine and copy any accounts, documents or records) as may be the Indemnifying Party or any of its professional advisors may reasonably requestedrequest. If the Indemnifying Party does not so respond within such thirty (30)-day 30-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Proceeding by an Indemnified Party on account of a Loss which does not result from a Other than with respect to Third Party Claim Claims, which shall be governed by Section 6.5(b), each ▇▇▇▇▇▇▇ International Indemnitee and ▇▇▇▇▇▇▇ Electronics Indemnitee (a each, an “Direct ClaimIndemnitee”) shall notify in writing, with respect to any matter that such Indemnitee has determined has given or could give rise to a right of indemnification under this Agreement or any Ancillary Agreement, the Party which is or may be asserted by required pursuant to this Article VI or pursuant to any Ancillary Agreement to make such indemnification (the Indemnified Party giving the “Indemnifying Party written notice no later than Party”), within thirty (30) days after the Indemnified Party becomes aware of such Direct Claim. Such notice by determination, stating the Indemnified Party shall describe amount of the Direct Claim in reasonable detail. The failure of any Indemnified Party to provide a notice of a Direct Claim as required by this Section 10.3(d) shall not affect such Indemnified Party’s rights under this ARTICLE X except Indemnifiable Loss claimed, if known, and, to the extent such failure is actually and materially prejudicial to the rights and obligations practicable, method of the Indemnifying Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. Provided the Indemnifying Party proceeds with reasonable diligence, the Indemnified Party shall allow the Indemnifying Party and its professional advisors an opportunity to investigate the matter or circumstance alleged to give rise to the Direct Claimcomputation thereof, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance as may be may reasonably requested. If the Indemnifying Party does not so respond within such thirty (30)-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject referring to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to provide such written notice shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failure. Each such Indemnitee shall provide the applicable Indemnifying Party with reasonable access, upon reasonable prior written notice and during normal business hours, in a manner so as not to unreasonably interfere in any material respect with the normal business operations of such Indemnitee, to its books and records, properties and personnel relating to the claim the Indemnitee has determined has given or could give rise to a right of indemnification under this Agreement or any Ancillary Agreement.

Direct Claims. Any Proceeding 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 giving by providing prompt written notice thereof to the Indemnifying Party written notice no later than thirty (30) days after the Indemnified Party becomes aware of such Direct Claim. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail. The failure of any Indemnified Party to provide a notice of a Direct Claim as required by this Section 10.3(d) detail and shall not affect such Indemnified Party’s rights under this ARTICLE X except to indicate the extent such failure is actually and materially prejudicial to the rights and obligations estimated amount, if reasonably practicable, of the Indemnifying 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. Provided the Indemnifying Party proceeds with reasonable diligenceDuring such thirty (30)-day period, the Indemnified Party shall allow the Indemnifying Party and its professional advisors an 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 assist the Indemnifying Party’s investigation by giving such information and assistance as may be may reasonably requestedinvestigation. If the Indemnifying Party does not so respond within such thirty (30)-day period, the Indemnifying Party shall be deemed to have rejected 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 Proceeding by an Indemnified Party on account of a Loss which does not result from a Other than with respect to Third Party Claim Claims (a as defined below), which shall be governed by Section 5.03(b), each Ballantyne indemnitee and Strong Global indemnitee (each, an “Direct ClaimIndemnitee”) shall notify in writing, with respect to any matter that such Indemnitee has determined has given or could give rise to a right of indemnification under this Agreement, the Party which is or may be asserted required pursuant to this Article V (the “Indemnifying Party”), within forty-five (45) days of such determination, stating in such written notice the amount of the Indemnifiable Loss claimed, if known, and, to the extent practicable, method of computation thereof, and referring to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the Indemnified Party giving failure to provide such written notice shall not release the Indemnifying Party written notice no later than thirty (30) days after the Indemnified Party becomes aware from any of such Direct Claim. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail. The failure of any Indemnified Party to provide a notice of a Direct Claim as required by this Section 10.3(d) shall not affect such Indemnified Party’s rights under this ARTICLE X its obligations except and solely to the extent such failure is actually and materially prejudicial to the rights and obligations of the Indemnifying PartyParty shall have been actually materially prejudiced as a result of such failure. The Indemnifying Party shall will have thirty a period of forty-five (3045) days after its receipt of such a notice under this Section 5.03(a) within which to respond in writing to such Direct Claim. Provided the Indemnifying Party proceeds with reasonable diligence, the Indemnified Party shall allow the Indemnifying Party and its professional advisors an 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 assist the Indemnifying Party’s investigation by giving such information and assistance as may be may reasonably requestedthereto. If the Indemnifying Party does not so fails to respond within such thirty (30)-day period, the Liability specified in such notice from the Indemnitee shall be conclusively determined to be a Liability of the Indemnifying Party hereunder. If such Indemnifying Party responds within such period and rejects such claim in whole or in part, the disputed matter shall be deemed to have rejected such claim, resolved in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreementaccordance with Section 8.14.

Direct Claims. Any Proceeding 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 indemnification under this Agreement (other than a Third Party Claim (a “Direct Claim”) which shall be asserted governed by the Indemnified Party giving the Indemnifying Party written notice no later than Section 4.05 or any U.K. Newspaper Matter, which shall be governed by Section 4.06), within thirty (30) days after of such determination, stating the amount of the Indemnifiable Loss claimed, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnified Party becomes aware of such Direct Claim. Such notice by or arises; provided, however, that the Indemnified Party shall describe the Direct Claim in reasonable detail. The failure of any Indemnified Party to provide a such notice of a Direct Claim as required by this Section 10.3(d) shall not affect such Indemnified Party’s rights under this ARTICLE X release the Indemnifying Party from any of its obligations except and solely to the extent such failure is actually and materially prejudicial to the rights and obligations of the Indemnifying Party. The Indemnifying Party shall have thirty (30) days after its receipt been actually materially prejudiced as a result of such notice to respond in writing to such Direct Claim. Provided the Indemnifying Party proceeds with reasonable diligence, the Indemnified Party shall allow the Indemnifying Party and its professional advisors an 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 assist the Indemnifying Party’s investigation by giving such information and assistance as may be may reasonably requestedfailure. 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 rejected 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, in which case the such Indemnified Party shall be free to pursue such any and all remedies as may be available to the Indemnified such Party on the terms and subject to the provisions of as contemplated by this Agreement.

Direct Claims. Any Proceeding by an Indemnified Party on account of a Loss which does not result from a Other than with respect to Third Party Claim Claims, which shall be governed by Section 6.4(b), each DuPont Indemnitee and Chemours Indemnitee (a each, an “Direct ClaimIndemnitee”) shall notify in writing, with respect to any matter that such Indemnitee has determined has given or could give rise to a right of indemnification under this Agreement or any Ancillary Agreement, the Party which is or may be asserted required pursuant to this Article VI or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”), within forty-five (45) days of such determination, stating in such written notice the amount of the Indemnifiable Loss claimed, if known, and, to the extent practicable, method of computation thereof, and referring to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the Indemnified Party giving failure to provide such written notice shall not release the Indemnifying Party written notice no later than thirty (30) days after the Indemnified Party becomes aware from any of such Direct Claim. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail. The failure of any Indemnified Party to provide a notice of a Direct Claim as required by this Section 10.3(d) shall not affect such Indemnified Party’s rights under this ARTICLE X its obligations except and solely to the extent such failure is actually and materially prejudicial to the rights and obligations of the Indemnifying PartyParty shall have been actually materially prejudiced as a result of such failure. The Indemnifying Party shall will have thirty a period of forty-five (3045) days after its receipt of such a notice under this Section 6.4(a) within which to respond in writing to such Direct Claim. Provided the Indemnifying Party proceeds with reasonable diligence, the Indemnified Party shall allow the Indemnifying Party and its professional advisors an 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 assist the Indemnifying Party’s investigation by giving such information and assistance as may be may reasonably requestedthereto. If the Indemnifying Party does not so fails to respond within such thirty (30)-day period, the Liability specified in such notice from the Indemnitee shall be conclusively determined to be a Liability of the Indemnifying Party hereunder. If such Indemnifying Party responds within such period and rejects such claim in whole or in part, the disputed matter shall be deemed to have rejected such claim, resolved in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreementaccordance with Article VIII.

Direct Claims. Any Proceeding claim by an Indemnified Party on account of a Loss an Expense which does not result from a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice no later than thirty (30) days after thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnified Indemnifying Party becomes aware of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such Direct Claimfailure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail. The failure , shall include copies of any Indemnified Party to provide a notice of a Direct Claim as required by this Section 10.3(d) all material written evidence thereof and shall not affect such Indemnified Party’s rights under this ARTICLE X except to indicate the extent such failure is actually and materially prejudicial to the rights and obligations estimated amount, if reasonably practicable, of the Indemnifying Expense 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. Provided the Indemnifying Party proceeds with reasonable diligenceDuring such 30-day period, the Indemnified Party shall allow the Indemnifying Party and its professional advisors an 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 Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance as may be the Indemnifying Party or any of its professional advisors may reasonably requestedrequest. If the Indemnifying Party does not so respond within such thirty (30)-day 30-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Proceeding claim by an Indemnified Party on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice no thereof, but in any event not later than thirty (30) calendar days after the Indemnified Party becomes aware of the matter or circumstance alleged to give rise to 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 is actually and materially prejudiced thereby. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail. The failure , shall include copies of any Indemnified Party to provide a notice of a Direct Claim as required by this Section 10.3(d) all material written evidence thereof and shall not affect such Indemnified Party’s rights under this ARTICLE X except to indicate the extent such failure is actually and materially prejudicial to the rights and obligations estimated amount of the Indemnifying Loss that has been or may be reasonably 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. Provided the Indemnifying Party proceeds with reasonable diligence, the Indemnified Party shall allow the Indemnifying Party and its professional advisors an 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 Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the premises and personnel of any Subject Entity and the right to examine and copy any accounts, documents or records) as may be may reasonably requested. If the Indemnifying Party does not so respond within such thirty (30)-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as or any of its professional advisors may be available to the Indemnified Party on the terms and subject to the provisions of this Agreementreasonably request.

Direct Claims. Any Proceeding indemnification claim by an Indemnified Party on account of a Loss which does not result from a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party by giving the Indemnifying Party prompt written notice no later than thirty (30) days after 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 becomes aware of such Direct Claim. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detailParty. The failure to give written notice shall not, however, relieve the Indemnifying Party of any Indemnified Party to provide a notice of a Direct Claim as required by this Section 10.3(d) shall not affect such Indemnified Party’s rights under this ARTICLE X except its indemnification obligations, unless, and then solely to the extent such failure is actually and materially prejudicial to that, the rights and obligations of the Indemnifying Partyparties from whom indemnity is sought are materially prejudiced as a result of such failure; provided, however, that no such notice shall have any effect or be valid if it is given following the end of any applicable survival period provided for in Section 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. Provided the Indemnifying Party proceeds with reasonable diligence, the Indemnified Party shall allow the Indemnifying Party and its professional advisors an 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 assist the Indemnifying Party’s investigation by giving such information and assistance as may be may reasonably requestedclaim. If the Indemnifying Party does not so respond within such thirty (30)-day 20-day period, the Indemnifying Party shall be deemed to have rejected 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 Proceeding Action by an Indemnified Party on account of a Loss which does not result from a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party Company reasonably prompt written notice no thereof, but in any event not later than thirty (30) calendar days after the Indemnified Party becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Company of its indemnification obligations, except and only to the extent that the Company forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail. The failure , shall include copies of any Indemnified Party to provide a notice of a Direct Claim as required by this Section 10.3(d) all material written evidence thereof and shall not affect such Indemnified Party’s rights under this ARTICLE X except to indicate the extent such failure is actually and materially prejudicial to the rights and obligations estimated amount, if reasonably practicable, of the Indemnifying Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party Company shall have thirty (30) calendar days after its receipt of such notice to respond in writing to such Direct Claim. Provided the Indemnifying Party proceeds with reasonable diligence, the The Indemnified Party shall allow the Indemnifying Party Company and its professional advisors an 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 assist the Indemnifying PartyCompany’s investigation by giving such information and assistance as may be the Company or any of its professional advisors may reasonably requestedrequest. If the Indemnifying Party Company does not so respond within such thirty (30)-day 30) calendar day period, the Indemnifying Party Company shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Proceeding claim by an Indemnified Party on account of a Loss Losses which does do not result from a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party written notice no later than thirty (30) days 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. The failure of any Indemnified Party to provide a notice of a Direct Claim as required by this Section 10.3(d) shall not affect such Indemnified Party’s rights under this ARTICLE X except to the extent such failure is actually and materially prejudicial to the rights and obligations of the Indemnifying 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. Provided the Indemnifying Party proceeds with reasonable diligenceDuring such thirty (30)-day period, the Indemnified Party shall allow the Indemnifying Party and its professional advisors an opportunity 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 assist reasonably cooperate with the Indemnifying Party’s investigation by giving such information and assistance (including the right to examine any documents or records exclusively related to such Direct Claim) as may be the Indemnifying Party or any of its professional advisors may reasonably requestedrequest. If the Indemnifying Party does not so respond within such thirty (30)-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Proceeding Action by an Indemnified Party on account of a Loss which does not result from a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice no 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. The failure , shall include copies of any Indemnified Party to provide a notice of a Direct Claim as required by this Section 10.3(d) all material written evidence thereof and shall not affect such Indemnified Party’s rights under this ARTICLE X except to indicate the extent such failure is actually and materially prejudicial to the rights and obligations estimated amount, if reasonably practicable, of the Indemnifying Party. Loss that has been or may be sustained by the Indemnified Part y. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. Provided the Indemnifying Party proceeds with reasonable diligence, the Indemnified Party shall allow the Indemnifying Party and its professional advisors an 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 assist the Indemnifying Party’s investigation by giving such information and assistance as may be may reasonably requested. If the Indemnifying Party does not so respond within such thirty (30)-day 30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Proceeding claim by an Indemnified Party on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice no later than thirty (30) days after thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnified Indemnifying Party becomes aware of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such Direct Claimfailure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail. The failure , shall include copies of any Indemnified Party to provide a notice of a Direct Claim as required by this Section 10.3(d) all material written evidence thereof and shall not affect such Indemnified Party’s rights under this ARTICLE X except to indicate the extent such failure is actually and materially prejudicial to the rights and obligations estimated amount, if reasonably practicable, of the Indemnifying 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. Provided the Indemnifying Party proceeds with reasonable diligenceDuring such 30-day period, the Indemnified Party shall allow the Indemnifying Party and its professional advisors an 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 assist the Indemnifying Party’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 may be the Indemnifying Party or any of its professional advisors may reasonably requestedrequest. If the Indemnifying Party does not so respond within such thirty (30)-day 30-day period, the Indemnifying Party shall be deemed to have rejected agreed to such claim, in which case claim and its obligation to pay 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 Agreementits Losses in respect thereof.

Direct Claims. Any Proceeding indemnification claim by an Indemnified Party on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party by giving the Indemnifying Party prompt written notice no later than thirty (30) days after 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 becomes aware of such Direct Claim. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detailParty. The failure to give written notice shall not, however, relieve the Indemnifying Party of any Indemnified Party to provide a notice of a Direct Claim as required by this Section 10.3(d) shall not affect such Indemnified Party’s rights under this ARTICLE X except its indemnification obligations, unless, and then solely to the extent such failure is actually and materially prejudicial to that, the rights and obligations of the Indemnifying PartyParties from whom indemnity is sought are materially prejudiced as a result of such failure; provided, however, that no such notice shall have any effect or be valid if it is given following the end of any applicable survival period provided for in Section 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. Provided the Indemnifying Party proceeds with reasonable diligence, the Indemnified Party shall allow the Indemnifying Party and its professional advisors an 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 assist the Indemnifying Party’s investigation by giving such information and assistance as may be may reasonably requestedclaim. If the Indemnifying Party does not so respond within such thirty (30)-day 30 day period, the Indemnifying Party shall be deemed to have rejected 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 Proceeding 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 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 the Indemnified Party giving the Indemnifying Party written notice no later than thereof, and the Indemnifying Party will have a period of thirty (30) calendar days after within which to satisfy such Direct Claim, 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. The failure of may pursue at any Indemnified Party to provide a notice of a Direct Claim as required by this Section 10.3(d) shall not affect such Indemnified Party’s rights under this ARTICLE X except to the extent such failure is actually and materially prejudicial to the rights and obligations of the Indemnifying Partytime. 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 calendar day period, in writing to such Direct Claim. Provided the Indemnifying Party proceeds with reasonable diligence, which event the Indemnified Party shall allow the Indemnifying Party and its professional advisors an 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 assist the Indemnifying Party’s investigation by giving such information and assistance as may be may reasonably requested. If the Indemnifying Party does not so respond within such thirty (30)-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall will be free to pursue such remedies as may be available to the Indemnified Party on under this Section 8.2 or otherwise. If the terms and subject Indemnifying Party does not so respond within such thirty (30) calendar day period, the Indemnifying Party will be deemed to have accepted such claim, in which event the Indemnifying Party shall make payment to the provisions of this AgreementIndemnified Party therefor pursuant to Section 8.2(i).

Direct Claims. Any Proceeding claim by an Indemnified Party on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice no later than thirty (30) days after thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnified Indemnifying Party becomes aware of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such Direct Claimfailure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail. The failure , shall include copies of any Indemnified Party to provide a notice of a Direct Claim as required by this Section 10.3(d) all material written evidence thereof and shall not affect such Indemnified Party’s rights under this ARTICLE X except to indicate the extent such failure is actually and materially prejudicial to the rights and obligations estimated amount, if reasonably practicable, of the Indemnifying 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. Provided the Indemnifying Party proceeds with reasonable diligenceDuring such thirty (30)-day period, the Indemnified Party shall allow the Indemnifying Party and its professional advisors an 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 assist the Indemnifying Party’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 may be the Indemnifying Party or any of its professional advisors may reasonably requestedrequest. If the Indemnifying Party does not so respond within such thirty (30)-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.46

Direct Claims. Any Proceeding claim by an Indemnified Party on account of a Loss which does not result from a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party by giving the Indemnifying Party prompt written notice no later than thirty (30) days after thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnified Indemnifying Party becomes aware of such Direct Claimits indemnification obligations. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail. The failure of any Indemnified Party to provide a notice of a Direct Claim as required by this Section 10.3(d) , and shall not affect such Indemnified Party’s rights under this ARTICLE X except to indicate the extent such failure is actually and materially prejudicial to the rights and obligations estimated amount, if reasonably practicable, of the Indemnifying 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. Provided the Indemnifying Party proceeds with reasonable diligenceDuring such 30-day period, the Indemnified Party shall allow the Indemnifying Party and its professional advisors an opportunity to investigate the matter or circumstance alleged to give rise to the Direct ClaimClaim (subject to the right of the Indemnified Party to preserve applicable legal privilege), 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 by giving such information and reasonable assistance as may be the Indemnifying Party or any of its professional advisors may reasonably requestedrequest, subject to the right of the Indemnified Party to preserve applicable legal privilege. If the Indemnifying Party does not so respond within such thirty (30)-day 30-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Proceeding The notice given by an Indemnified Party on account of a Loss for indemnification hereunder which does not result from a Third Party Claim (Person who is not a “Direct Claim”) party to this Agreement shall describe the claim in reasonable 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 asserted sustained by the Indemnified Party giving the Indemnifying Party written notice no later than thirty (30) days after the Indemnified Party becomes aware of such Direct Claim. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail. The failure of any Indemnified Party to provide a notice of a Direct Claim as required by this Section 10.3(d) shall not affect such Indemnified Party’s rights under this ARTICLE X except to the extent such failure is actually and materially prejudicial to the rights and obligations of the Indemnifying Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claimclaim. Provided the Indemnifying Party proceeds with reasonable diligence, the The Indemnified Party shall allow the Indemnifying Party and its professional advisors an opportunity 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 assist the Indemnifying Party’s investigation 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 may be the Indemnifying Party or any of its professional advisors may reasonably requestedrequest. If the Indemnifying Party does not so respond within such thirty (30)-day 30) day period, the Indemnifying Party shall be deemed to have rejected 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 Proceeding claim by an Indemnified Party on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party written notice no later than thirty (30) days after the Indemnified Party becomes aware of such Direct Claimthereof. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail. The failure of any Indemnified Party to provide a notice of a Direct Claim as required by this Section 10.3(d) shall not affect such Indemnified Party’s rights under this ARTICLE X except to the extent such failure is actually and materially prejudicial to the rights and obligations of the Indemnifying Party. The Indemnifying Party shall have thirty (30) 20 days after its receipt of such notice to respond in writing to such Direct Claim. Provided the Indemnifying Party proceeds with reasonable diligence, the Indemnified Party shall allow the Indemnifying Party and its professional advisors an opportunity to investigate the matter or circumstance alleged to give rise Claim (to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving known at such information and assistance as may be may reasonably requestedtime). 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 rejected accepted such claim, in which case 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 Proceeding Action by an Indemnified Party on account of a Loss any claim or other loss which does not result from a Third Party Claim (a “"Direct Claim”") shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice no 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. The failure , shall include copies of any Indemnified Party to provide a notice of a Direct Claim as required by this Section 10.3(d) all material written evidence thereof and shall not affect such Indemnified Party’s rights under this ARTICLE X except to indicate the extent such failure is actually and materially prejudicial to the rights and obligations estimated amount, if reasonably practicable, of the Indemnifying Adverse Consequences that 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. Provided the Indemnifying Party proceeds with reasonable diligence, the Indemnified Party shall allow the Indemnifying Party and its professional advisors an 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 assist the Indemnifying Party’s investigation by giving such information and assistance as may be may reasonably requested. If the Indemnifying Party does not so respond within such thirty (30)-day 30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Proceeding claim by an Indemnified Party on account of a Loss which does not result from a Third Party Claim Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice no thereof, but in any event not later than thirty (30) calendar days after the Indemnified Party becomes aware of the matter or circumstance alleged to give rise to 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 is actually and materially prejudiced thereby. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail. The failure , shall include copies of any Indemnified Party to provide a notice of a Direct Claim as required by this Section 10.3(d) all material written evidence thereof and shall not affect such Indemnified Party’s rights under this ARTICLE X except to indicate the extent such failure is actually and materially prejudicial to the rights and obligations estimated amount of the Indemnifying Loss that has been or may be reasonably 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. Provided the Indemnifying Party proceeds with reasonable diligence, the Indemnified Party shall allow the Indemnifying Party and its professional advisors an 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 Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Company’s premises and personnel and the right to examine and copy any accounts, documents or records) as may be may reasonably requested. If the Indemnifying Party does not so respond within such thirty (30)-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as or any of its professional advisors may be available to the Indemnified Party on the terms and subject to the provisions of this Agreementreasonably request.

Direct Claims. Any Proceeding indemnification claim by an Indemnified Party on account of a Loss which does not result from a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party by giving the Indemnifying Party prompt written notice no later than thirty (30) days after 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 becomes aware of such Direct Claim. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detailParty. The failure to give written notice shall not, however, relieve the Indemnifying Party of any Indemnified Party to provide a notice of a Direct Claim as required by this Section 10.3(d) shall not affect such Indemnified Party’s rights under this ARTICLE X except its indemnification obligations, unless, and then solely to the extent such failure is actually and materially prejudicial to that, the rights and obligations of the Indemnifying PartyParties from whom indemnity is sought are materially prejudiced as a result of such failure; provided, however, that no such notice shall have any effect or be valid if it is given following the end of any applicable survival period provided for in Section 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. Provided the Indemnifying Party proceeds with reasonable diligence, the Indemnified Party shall allow the Indemnifying Party and its professional advisors an 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 assist the Indemnifying Party’s investigation by giving such information and assistance as may be may reasonably requestedclaim. If the Indemnifying Party does not so respond within such thirty (30)-day 30 day period, the Indemnifying Party shall be deemed to have rejected 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 Proceeding by an Indemnified Party on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by In the Indemnified Party giving the Indemnifying Party written notice no later than thirty (30) days after the Indemnified Party becomes aware of such Direct Claim. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail. The failure of any Indemnified Party to provide a notice case of a Direct Claim as required by this Section 10.3(d) shall not affect such Indemnified Party’s rights under this ARTICLE X except to Claim, the extent such failure is actually and materially prejudicial to the rights and obligations of the Indemnifying Party. The Indemnifying Party shall have thirty (30) 60 days after its from receipt of a Claim Notice in respect thereof within which to make such notice to respond in writing to such Direct Claim. Provided investigation as the Indemnifying Party proceeds with reasonable diligenceconsiders necessary or desirable. For the purpose of such investigation, the Indemnified Party shall allow make available to the Indemnifying Party and the information relied upon by the Indemnified Party to substantiate its professional advisors an opportunity right to investigate be indemnified under this Article 7, together with all such other information as the matter Indemnifying Party may reasonably request. If the Indemnifying Party disputes the validity or circumstance alleged to give rise to amount of the Direct Claim, and whether and to what extent any amount is payable in respect the Indemnifying Party shall provide written notice of the Direct Claim dispute to the Indemnified Party within such 60 day period, which dispute notice must describe in reasonable detail the nature of the Indemnifying Party’s dispute. During the thirty (30) day period immediately following receipt of a dispute notice by the Indemnified Party, the Indemnifying Party and the Indemnified Party shall assist attempt in good faith to resolve the Indemnifying Party’s investigation by giving such information and assistance as may be may reasonably requesteddispute. If the Indemnifying Party does not so respond within Parties fail to agree at or before the expiration of such thirty 60 day period (30)-day periodor any mutually agreed upon extension thereof), the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to it, subject to this Agreement. If the Indemnifying Party fails to respond in writing to the Direct Claim within the sixty (60) day period first specified above, the Indemnifying Party is deemed to have rejected the Direct Claim, in which event the Indemnified Party on the terms and is free to pursue such remedies as may be available to it, subject to the provisions of this Agreement.

Direct Claims. Any Proceeding by an Indemnified Party on account of a Loss which does not result from a Third Party Claim (a “With respect to any Direct Claim”) shall be asserted by , following the Indemnified Party giving delivery of the Claim Notice, the Indemnifying Party written notice no later than thirty (30) will have 30 days after the Indemnified Party becomes aware to make such investigations of such Direct Claim. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail. The failure of any Indemnified Party to provide a notice of a Direct Claim as required by this Section 10.3(d) shall not affect such Indemnified Party’s rights under this ARTICLE X except to the extent such failure is actually and materially prejudicial to the rights and obligations of the Indemnifying Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. Provided the Indemnifying Party proceeds with reasonable diligence, the considers necessary or desirable. The Indemnified Party shall allow the Indemnifying Party and its professional advisors an 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 Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Subsidiary’s premises and personnel and the right to examine and copy any accounts, documents or records) as may be the Indemnifying Party or any of its professional advisors may reasonably requestedrequest. If the Indemnified Party and the Indemnifying Party agree prior to the expiration of such 30-day period (or any mutually agreed upon extension thereof) as to the validity and amount of such Claim, then, subject to Section 7.13, the Indemnifying Party will, in accordance with this Agreement, forthwith pay or cause to be paid to the Indemnified Party, in full, the agreed-upon amount of the Claim. If the Indemnified Party and the Indemnifying Party do not agree to the resolution of such Claim prior to the expiration of such 30-day period (or any mutually agreed upon extension thereof), or if the Indemnifying Party does not so respond within such thirty (30)-day 30-day period, the Indemnifying Party shall be deemed to have rejected such claim, and in which case either case, the Indemnified Party shall will be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this AgreementParty.

Direct Claims. Any Proceeding claim by a party (also, an “Indemnified Party Party”) on account of a Loss which does not result from a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party party obligated to indemnify (also, a “Responsible Party”) prompt written notice no later than thirty (30) days after thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnified Responsible Party becomes aware of such Direct Claimits indemnification obligations, except to the extent that the Responsible Party is actually prejudiced thereby. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail. The failure , shall include copies of any Indemnified Party to provide a notice of a Direct Claim as required by this Section 10.3(d) all material written evidence thereof and shall not affect such Indemnified Party’s rights under this ARTICLE X except to indicate the extent such failure is actually and materially prejudicial to the rights and obligations estimated amount, if reasonably practicable, of the Indemnifying 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. Provided the Indemnifying Party proceeds with reasonable diligenceDuring such 30-day period, the Indemnified Party shall allow the Indemnifying Responsible Party and its professional advisors an 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 assist the Indemnifying Responsible Party’s investigation 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 may be the Responsible Party or any of its professional advisors may reasonably requestedrequest. 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 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 Proceeding claim by an Indemnified Party on account of a Loss which does not result from a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice no later than thirty (30) days after thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnified Indemnifying Party becomes aware of its indemnification obligations, except to the extent that such Direct Claimfailure has materially prejudiced the Indemnifying Party. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail. The failure , shall include copies of any Indemnified Party to provide a notice of a Direct Claim as required by this Section 10.3(d) all material written evidence thereof and shall not affect such Indemnified Party’s rights under this ARTICLE X except to indicate the extent such failure is actually and materially prejudicial to the rights and obligations estimated amount, if reasonably practicable, of the Indemnifying 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. Provided the Indemnifying Party proceeds with reasonable diligenceDuring such thirty (30)-day period, the Indemnified Party shall allow the Indemnifying Party and its professional advisors an 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 such Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Acquired Companies’ premises and personnel and the right to examine and copy any accounts, documents or records) as may be the Indemnifying Party or any of its professional advisors may reasonably requestedrequest. If the Indemnifying Party does not so respond within such thirty (30)-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Proceeding 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 a Third Third-Party Claim (a “Direct Claim”) shall be asserted by ), the Indemnified Party giving and the Indemnifying Party written notice no later than thirty (shall negotiate in good faith for a 30) days after -day period beginning on the date the Indemnified Party becomes aware provides the Claim Notice to the Indemnifying Party for such Direct Claim. If the Indemnified Party and the Indemnifying Party are unable to reach a resolution as to such Direct Claim within the 30-day period, the Indemnified Party 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 is obligated to indemnify the Indemnified Party under this Agreement in respect of such Direct Claim. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail. The failure of any Indemnified Party to provide a notice of a Direct Claim as required by this Section 10.3(d) shall not affect such Indemnified Party’s rights under this ARTICLE X except to the extent such failure is actually and materially prejudicial to the rights and obligations of the Indemnifying Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. Provided the Indemnifying Party proceeds with reasonable diligence, the Indemnified Party shall allow the Indemnifying Party and its professional advisors an 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 assist the Indemnifying Party’s investigation by giving such information and assistance as may be may reasonably requested. If the Indemnifying Party does not so respond within such thirty (30)-day period, the Indemnifying Party shall be deemed to have rejected pay such claimLosses, in which case the Indemnified Party shall be free to pursue such remedies as may be available if any, to the Indemnified Party on by wire transfer of immediately available funds in accordance with Section 14.5(d). If the terms Indemnified Party is required to institute any proceedings in order to recover Losses, the cost of such proceedings (including costs of investigation and subject reasonable attorneys’ fees and disbursements) will be added to the provisions amount of this AgreementLosses 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 Proceeding by In the event an Indemnified Party on account of has a Loss which claim for indemnity under Section 9.2 against an Indemnifying Party that does not result from involve a Third Party Claim (a “Direct Claim”) shall be asserted by , the Indemnified Party giving agrees to give to the Indemnifying Party written reasonably prompt notice no in writing of such claim, but in any event not later than thirty (30) days after the such Indemnified Party becomes aware of such Direct Claimclaim. Such notice by shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party shall describe the Direct Claim in reasonable detailParty). The failure of any Indemnified to so notify the Indemnifying Party to provide a notice of a Direct Claim as required by this Section 10.3(d) shall not affect such Indemnified Party’s rights under this ARTICLE X relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure is actually shall have materially and materially prejudicial to the rights and obligations of adversely prejudiced the Indemnifying Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claimclaim. Provided the Indemnifying Party proceeds with reasonable diligence, the The Indemnified Party shall allow the Indemnifying Party and its professional advisors an opportunity Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claimsuch claim, and whether and to what extent any amount is payable in respect of the Direct Claim thereof, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Company’s premises and personnel and the right to examine and copy any relevant accounts, documents or records) as may be the Indemnifying Party or any of its Representatives may reasonably requestedrequest. If the Indemnifying Party does not so respond within such thirty (30)-day 30-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Proceeding With respect to any Claim by an Indemnified Party on account of a Loss which does that is not result from a Third Party Claim (a “Direct Claim”) shall be asserted by ), the Indemnified Party giving the Indemnifying Party written notice no later than thirty (30) days after the Indemnified Party becomes aware of such Direct Claim. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail. The failure of any Indemnified Party to provide a notice of a Direct Claim as required by this Section 10.3(d) shall not affect such Indemnified Party’s rights under this ARTICLE X except to the extent such failure is actually and materially prejudicial to the rights and obligations of the Indemnifying Party. The Indemnifying Party Indemnitor shall have thirty (30) days after its receipt of such notice the Claim Notice to respond in writing to the Indemnified Party. During such Direct Claim. Provided the Indemnifying Party proceeds with reasonable diligencethirty (30) day period, the Indemnified Party shall allow the Indemnifying Party Indemnitor and its professional advisors an opportunity 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 Claim, and the Indemnified Party shall reasonably assist the Indemnifying PartyIndemnitor’s investigation (at the Indemnitor’s sole cost and expense) by giving such information and assistance as may be the Indemnitor’s or any of its professional advisors may reasonably requestedrequest. If the Indemnifying Party Indemnitor does not so respond within such thirty (30)-day 30) day period, then the Indemnifying Party Indemnitor shall be deemed to have 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 thereto on the terms and subject to the provisions of this Agreement. Within fifteen (15) Business Days of the final determination of the merits and amount of such Direct Claim, the Indemnitor’s shall pay the amount of such Direct Claim as determined hereunder.

Direct Claims. Any Proceeding 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 a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party written notice no later than thirty (30) days 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. The failure of any Indemnified Party to provide (a notice of a “Direct Claim as required by Notice”), the specific section(s) of this Section 10.3(d) shall not affect Agreement that form the basis of the claim for indemnification, the amount or the estimated amount of damages sought with respect to such Indemnified Party’s rights under this ARTICLE X except Direct Claim to the extent such failure is actually and materially prejudicial then ascertainable, any other remedy sought thereunder, any relevant time constraints relating thereto and, to the rights and obligations of the Indemnifying Partyextent practicable, any 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. Provided Claim by either delivering to the Indemnified Party in writing a response in which the Indemnifying Party proceeds with reasonable diligence, will either: (i) agree that the Indemnified Party shall allow is entitled to indemnification for all of the Indemnifying Party and its professional advisors an 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 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 assist the Indemnifying Party’s investigation by giving such information and assistance as may be may reasonably requesteda 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 rejected such claimirrevocably accepted the Direct Claim. If the Indemnifying Party rejects all or any part of the Direct Claim, in which case the Indemnified Party shall be free to pursue seek enforcement of its rights to indemnification under this Agreement with respect to such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this AgreementDirect Claim.

Direct Claims. Any Proceeding 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 a Third Third-Party Claim (a “Direct Claim”) shall be asserted by ), the Indemnified Party giving and the Indemnifying Party written notice no later than thirty (shall negotiate in good faith for a 30) days after -day period beginning on the date the Indemnified Party becomes aware provides the Claim Notice to the Indemnifying Party for such Direct Claim. If the Indemnified Party and the Indemnifying Party are unable to reach a resolution as to such Direct Claim within the 30-day period, the Indemnified Party 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 is obligated to indemnify the Indemnified Party under this Agreement in respect of such Direct Claim. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail. The failure of any Indemnified Party to provide a notice of a Direct Claim as required by this Section 10.3(d) shall not affect such Indemnified Party’s rights under this ARTICLE X except to the extent such failure is actually and materially prejudicial to the rights and obligations of the Indemnifying Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. Provided the Indemnifying Party proceeds with reasonable diligence, the Indemnified Party shall allow the Indemnifying Party and its professional advisors an 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 assist the Indemnifying Party’s investigation by giving such information and assistance as may be may reasonably requested. If the Indemnifying Party does not so respond within such thirty (30)-day period, the Indemnifying Party shall be deemed to have rejected pay such claimLosses, in which case the Indemnified Party shall be free to pursue such remedies as may be available if any, to the Indemnified Party on by wire transfer of immediately available funds in accordance with Section 14.5(e). If the terms Indemnified Party is required to institute any proceedings in order to recover Losses, the cost of such proceedings (including costs of investigation and subject reasonable attorneys’ fees and disbursements) will be added to the provisions amount of this AgreementLosses 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 Proceeding 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 giving by providing prompt written notice thereof to the Indemnifying Party written notice no later than thirty (30) days after the Indemnified Party becomes aware of such Direct Claim. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail. The failure of any Indemnified Party to provide a notice of a Direct Claim as required by this Section 10.3(d) detail and shall not affect such Indemnified Party’s rights under this ARTICLE X except to indicate the extent such failure is actually and materially prejudicial to the rights and obligations estimated amount, if reasonably practicable, of the Indemnifying Losses that 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. Provided the Indemnifying Party proceeds with reasonable diligenceDuring such 30-day period, the Indemnified Party shall allow the Indemnifying Party and its professional advisors an 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 assist the Indemnifying Party’s investigation by giving such information and assistance as may be may reasonably requestedinvestigation. If the Indemnifying Party does not so respond within such thirty (30)-day 30-day period, the Indemnifying Party shall be deemed to have rejected 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 Proceeding by an (a) If either a Buyer Indemnified Party Party, on account of the one hand, or a Loss which does not result from Seller Indemnified Party, on the other hand, shall have a Third Party Claim claim for indemnification hereunder (a the “Direct ClaimIndemnified Party”) shall be for any claim other than a claim asserted by a third party, the Indemnified Party giving the Indemnifying Party shall, as promptly as is practicable, give written notice no later than thirty to the party from whom indemnification is sought (30the “Indemnifying Party”) days after of the Indemnified Party becomes aware of such Direct Claim. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail. The failure of any Indemnified Party to provide a notice of a Direct Claim as required by this Section 10.3(d) shall not affect such Indemnified Party’s rights under this ARTICLE X except nature and, to the extent such failure is actually and materially prejudicial to the rights and obligations practicable, a good faith estimate of the Indemnifying Partyamount, of the claim. The Indemnifying Party shall have thirty (30) 30 days after its receipt of such notice to respond in writing to such Direct Claim. Provided the Indemnifying Party proceeds with reasonable diligence, the Indemnified Party shall allow the Indemnifying Party and its professional advisors an 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 assist the Indemnifying Party’s investigation by giving such information and assistance as may be may reasonably requestedclaim. If the Indemnifying Party does not so respond within such thirty (30)-day 30-day period, the Indemnifying Party shall be deemed to have rejected accepted such claim, in which case 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 Proceeding Action by an Indemnified Party on account of a Loss which does not result from a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice no 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. The failure , shall include copies of any Indemnified Party to provide a notice of a Direct Claim as required by this Section 10.3(d) all material written evidence thereof and shall not affect such Indemnified Party’s rights under this ARTICLE X except to indicate the extent such failure is actually and materially prejudicial to the rights and obligations estimated amount, if reasonably practicable, of the Indemnifying 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. Provided the Indemnifying Party proceeds with reasonable diligence, the Indemnified Party shall allow the Indemnifying Party and its professional advisors an 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 assist the Indemnifying Party’s investigation by giving such information and assistance as may be may reasonably requested. 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 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 Proceeding indemnification claim by an Indemnified Party on account of a Loss which that does not result from a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party by giving the Indemnifying Party prompt written notice no later than thirty (30) days after 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 becomes aware of such Direct Claim. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detailclaims to be entitled hereunder. The failure to give written notice shall not, however, relieve the Indemnifying Party of any Indemnified Party to provide a notice of a Direct Claim as required by this Section 10.3(d) shall not affect such Indemnified Party’s rights under this ARTICLE X except its indemnification obligations other than to the extent that the parties from whom indemnity is sought are materially prejudiced as a result of such failure failure; provided, however, that no such notice shall have any effect or be valid if it is actually and materially prejudicial to given following the rights and obligations end of the Indemnifying Partyany applicable 66 survival period provided for in Section 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. Provided the Indemnifying Party proceeds with reasonable diligence, the Indemnified Party shall allow the Indemnifying Party and its professional advisors an 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 assist the Indemnifying Party’s investigation by giving such information and assistance as may be may reasonably requestedclaim. If the Indemnifying Party does not so respond within such thirty (30)-day 30 day period, the Indemnifying Party shall be deemed to have rejected 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 Proceeding Action by an Indemnified Party on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice no later than thirty (30) days after thereof. The failure to give such reasonably prompt written notice shall not, however, relieve the Indemnified Indemnifying Party becomes aware of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such Direct Claimfailure or otherwise materially prejudices the Indemnifying Party. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail. The failure , shall include copies of any Indemnified Party to provide a notice of a Direct Claim as required by this Section 10.3(d) all material written evidence thereof and shall not affect such Indemnified Party’s rights under this ARTICLE X except to indicate the extent such failure is actually and materially prejudicial to the rights and obligations estimated amount, if reasonably practicable, of the Indemnifying Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) 15 days after its receipt of such notice to respond in writing to such Direct Claim. Provided the Indemnifying Party proceeds with reasonable diligence, the The Indemnified Party shall allow the Indemnifying Party and its professional advisors an 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 assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Company’s premises and personnel and the right to examine and copy any accounts, documents or records) as may be the Indemnifying Party or any of its professional advisors may reasonably requestedrequest. If the Indemnifying Party does not so respond within such thirty (30)-day 15-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Proceeding 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 giving by providing prompt written notice thereof to the Indemnifying Party written notice no later than thirty (30) days after the Indemnified Party becomes aware of such Direct Claim. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail. The failure of any Indemnified Party to provide a notice of a Direct Claim as required by this Section 10.3(d) detail and shall not affect such Indemnified Party’s rights under this ARTICLE X except to indicate the extent such failure is actually and materially prejudicial to the rights and obligations estimated amount, if reasonably practicable, of the Indemnifying 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. Provided the Indemnifying Party proceeds with reasonable diligenceDuring such thirty (30)-day period, the Indemnified Party shall allow the Indemnifying Party and its professional advisors an 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 assist the Indemnifying Party’s investigation by giving such information and assistance as may be may reasonably requestedinvestigation. If the Indemnifying Party does not so respond within such thirty (30)-day period, the Indemnifying Party shall be deemed to have rejected 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 Proceeding Action by an Indemnified Party on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party written notice no later than thirty (30) days after the Indemnified Party becomes aware of such Direct Claimthereof. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail. The failure , shall include copies of any Indemnified Party to provide a notice of a Direct Claim as required by this Section 10.3(d) all material written evidence thereof and shall not affect such Indemnified Party’s rights under this ARTICLE X except to indicate the extent such failure is actually and materially prejudicial to the rights and obligations estimated amount, if reasonably practicable, of the Indemnifying 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. Provided the Indemnifying Party proceeds with reasonable diligence, the The Indemnified Party shall allow the Indemnifying Party and its professional advisors an 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 assist the Indemnifying Party’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 may be the Indemnifying Party or any of its professional advisors may reasonably requestedrequest. If the Indemnifying Party does not so respond within such thirty (30)-day 30 day period, the Indemnifying Party shall be deemed to have rejected agreed to accept such claim. If the claim is timely rejected by the Indemnifying Party, 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 Proceeding Reasonably promptly following an Indemnified Party’s discovery of an Action by an such Indemnified Party on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”), such Indemnified Party shall give notice thereof (“Breach Notice”) shall to the Indemnifying Party, stating in reasonable detail the facts and circumstances related to such Losses, including copies of all material written evidence thereof and indicating the estimated amount, if reasonably practicable, of the Loss that has been or may be asserted sustained by the Indemnified Party giving Party. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party written notice no later than thirty (30) days after the Indemnified Party becomes aware of such Direct Claim. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail. The failure of any Indemnified Party to provide a notice of a Direct Claim as required by this Section 10.3(d) shall not affect such Indemnified Party’s rights under this ARTICLE X its indemnification obligations, except and only to the extent such failure is actually and materially prejudicial to the rights and obligations of that the Indemnifying PartyParty forfeits rights or defenses by reason of such failure. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. Provided the Indemnifying Party proceeds with reasonable diligence, the The Indemnified Party shall allow the Indemnifying Party and its professional advisors an 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 assist the Indemnifying Party’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 may be the Indemnifying Party or any of its professional advisors may reasonably requestedrequest. If the Indemnifying Party does not so respond within such thirty (30)-day 30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Proceeding by an If any Indemnified Party on account of has a Loss which claim against any Indemnifying Party under this Article 7 that does not result from involve a Third Party Claim being asserted against such Indemnified Party (a “Direct Claim”) shall be asserted by the ), such Indemnified Party giving shall promptly deliver to the Indemnifying Party a written notice no later than thirty (30a “Direct Claim Notice”) days after setting forth a description in reasonable detail of the Indemnified Party becomes aware nature of such the Direct Claim. Such notice by ; provided, that the Indemnified Party shall describe the Direct Claim in reasonable detail. The failure of any Indemnified Party to provide a notice of so transmit a Direct Claim as required by this Section 10.3(d) Notice shall not affect such Indemnified the Indemnifying Party’s rights obligations under this ARTICLE X Article 7, except that the Indemnifying Party shall be entitled to reduce any payment to the extent such failure is actually and materially prejudicial to the rights and obligations of that the Indemnifying PartyParty demonstrates that it is materially prejudiced as a result of such failure. The Indemnifying Party shall have thirty (30) days after its from receipt of such notice to respond in writing to any such Direct ClaimClaim Notice to give notice of dispute of the claim to the Indemnified Party. Provided The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party proceeds with reasonable diligence, in determining the validity of any Direct Claim by the Indemnified Party and in otherwise resolving such matters. Such assistance and cooperation shall allow include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the Indemnifying Party investigation, defense and its professional advisors an opportunity resolution of such matters and providing legal and business assistance with respect to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance as may be may reasonably requestedmatters. 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 rejected waived its right to dispute such claim, in which case claim and such claim shall have been deemed to have been agreed to by 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 AgreementIndemnifying Party.

Direct Claims. (i) Any Proceeding Action by an Indemnified Party on account of a Loss which does not result from a Third Party Claim (each, a “Direct Claim”) shall be asserted by the Indemnified Party by giving the Indemnifying Party written notice no later than thirty (30) days after 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. The failure of any Indemnified Party to provide a notice of a Direct Claim as required by this Section 10.3(d. (ii) shall not affect such Indemnified Party’s rights under this ARTICLE X except to the extent such failure is actually and materially prejudicial to the rights and obligations of the Indemnifying Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. Provided the Indemnifying Party proceeds with reasonable diligence, the The Indemnified Party shall allow the Indemnifying Party and its professional advisors an 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 assist the Indemnifying Party’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 in its control or possession) as may be the Indemnifying Party or any of its professional advisors may reasonably requestedrequest. If the Indemnifying Party does not so respond within such thirty (30)-day 30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Proceeding 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 giving by providing prompt written notice thereof to the Indemnifying Party written notice no later than thirty (30) days after the Indemnified Party becomes aware of such Direct Claim. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail. The failure of any Indemnified Party to provide a notice of a Direct Claim as required by this Section 10.3(d) detail and shall not affect such Indemnified Party’s rights under this ARTICLE X except to indicate the extent such failure is actually and materially prejudicial to the rights and obligations estimated amount, if reasonably practicable, of the Indemnifying 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. Provided the Indemnifying Party proceeds with reasonable diligenceDuring such thirty (30)-day period, the Indemnified Party shall allow the Indemnifying Party and its professional advisors an 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 assist the Indemnifying Party’s investigation by giving such information and assistance as may be may reasonably requestedinvestigation. If the Indemnifying Party does not so respond within such thirty (30)-day period, the Indemnifying Party shall be deemed to have rejected 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 Proceeding The term "Indemnified Liabilities" as used in ------------- this Section 6.08 is not limited to matters asserted by third parties against any Person entitled to be indemnified under this Section 6.08, but includes Indemnified Liabilities incurred or sustained by any such Person in the absence of Third Party Claims, and, if applicable, shall take into account the Purchaser Indemnities' ownership or investment in the Company. In the event that an Indemnified Party on account of has a Loss good faith basis for a claim for indemnification which does is not result from a Third Party Claim (a “"Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party written notice no later than thirty (30) days 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 with reasonable detail. The failure of any Indemnified Party to provide promptness (a notice of a "Direct Claim as required by this Section 10.3(d) Notice"); ------------------- provided, that the failure to give such notice shall not affect such the rights of the Indemnified Party’s rights under this ARTICLE X Party hereunder, except to the extent such failure is actually and materially prejudicial to that the rights and obligations of the Indemnifying Party. The Indemnifying Party shall have thirty (30) days after its receipt suffered actual damage by reason of such notice to respond in writing to such Direct Claim. Provided the Indemnifying Party proceeds with reasonable diligence, the Indemnified Party shall allow the Indemnifying Party and its professional advisors an 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 assist the Indemnifying Party’s investigation by giving such information and assistance as may be may reasonably requestedfailure. If the Indemnifying Party does not so respond within such thirty (30)-day periodnotifies the Indemnified Party that it disputes an Indemnified Party's right of indemnification with respect to a particular Direct Claim, the Indemnifying Party parties shall use their reasonable efforts promptly to negotiate a resolution of such dispute. Except to the extent of the limitations on indemnification set forth in this Section 6.08, nothing in this subsection 6.08(c)(ii) shall be deemed to have rejected such claim, in which case prevent any Indemnified Party from initiating litigation under this Agreement with respect to any Direct Claim disputed by the Indemnifying Party for the purpose of establishing the Indemnified Party shall be free Party's right to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreementindemnification hereunder.

Direct Claims. Any Proceeding Action by an Indemnified Party on account of a Loss which that does not result from a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice no later than thirty thereof, specifying, in reasonable detail (30) days after in each case to the Indemnified Party becomes aware of such Direct Claim. Such notice extent known by the Indemnified Party), the amount of such claim and the nature and basis of the alleged breach or act giving rise to such claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party shall describe of its indemnification obligations. The Indemnified Party shall, provided that the Indemnifying Party agrees to be bound by reasonable confidentiality and non-use restrictions, provide the Indemnifying Party with reasonable access to those of its books and records reasonably related to the Direct Claim in reasonable detail. The failure of any Indemnified Party to provide a notice of a Direct Claim as required by this Section 10.3(d) shall not affect such Indemnified (and, if the Owner is the Indemnifying Party’s rights under this ARTICLE X except to , the extent such failure is actually books and materially prejudicial to the rights and obligations records of the Company), other than attorney-client privileged information, during normal business hours at mutually agreeable times for the purpose of allowing the Indemnifying Party a reasonable opportunity to verify any such claim for indemnifiable Losses, provided that any such verification is conducted in such a manner so as not to materially interfere with the normal business operations of 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. Provided the Indemnifying Party proceeds with reasonable diligence, the Indemnified Party shall allow the Indemnifying Party and its professional advisors an 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 assist the Indemnifying Party’s investigation by giving such information and assistance as may be may reasonably requested. If the Indemnifying Party does not so respond within such thirty (30)-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.thirty

Direct Claims. Any Proceeding Action by an Indemnified Party on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice no thereof, but in any event not later than thirty (30) 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. The failure , shall include copies of any Indemnified Party to provide a notice of a Direct Claim as required by this Section 10.3(d) all material written evidence thereof and shall not affect such Indemnified Party’s rights under this ARTICLE X except to indicate the extent such failure is actually and materially prejudicial to the rights and obligations estimated amount, if reasonably practicable, of the Indemnifying 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. Provided the Indemnifying Party proceeds with reasonable diligence, the The Indemnified Party shall allow the Indemnifying Party and its professional advisors an 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 assist the Indemnifying Party’s investigation by giving such information and assistance as may be may reasonably requested. If the Indemnifying Party does not so respond within such thirty (30)-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available including access to the Indemnified Party on the terms and subject to the provisions of this AgreementParent or Surviving Corporation.

Direct Claims. Any Proceeding claim by an Indemnified Party on account of a Loss Damages which does do not result from a Third Party Claim (a “"Direct Claim”") shall be asserted by the Indemnified Party giving the Indemnifying Party written notice no later than thirty thereof within forty-five (3045) days after of discovery. The failure to give such written notice within such forty-five (45) day period shall not, however, relieve the Indemnified Indemnifying Party becomes aware of such Direct Claimits indemnification obligations, except to the extent prejudiced thereby. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail. The failure of any Indemnified Party to provide a notice of a Direct Claim as required by this Section 10.3(d) , and shall not affect such Indemnified Party’s rights under this ARTICLE X except to indicate the extent such failure is actually and materially prejudicial to the rights and obligations estimated amount, if reasonably practicable, of the Indemnifying Damages that 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. Provided the Indemnifying Party proceeds with reasonable diligenceDuring such 45-day period, the Indemnified Party shall allow the Indemnifying Party and its professional advisors an 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 use commercially reasonable efforts to assist the Indemnifying Party’s '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 may be the Indemnifying Party or any of its Representatives may reasonably requestedrequest. If the Indemnifying Party does not so respond within such thirty (30)-day 45-day period, the Indemnifying Party shall be deemed to have rejected 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 Proceeding 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 giving by providing prompt written notice thereof to the Indemnifying Party written notice no later than thirty (30) days after the Indemnified Party becomes aware of such Direct Claim. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail. The failure of any Indemnified Party to provide a notice of a Direct Claim as required by this Section 10.3(d) detail and shall not affect such Indemnified Party’s rights under this ARTICLE X except to indicate the extent such failure is actually and materially prejudicial to the rights and obligations estimated amount, if reasonably practicable, of the Indemnifying 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. Provided the Indemnifying Party proceeds with reasonable diligenceDuring such thirty (30)-day period, the Indemnified Party shall allow the Indemnifying Party and its professional advisors an 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 assist the Indemnifying Party’s investigation by giving such information and assistance as may be may reasonably requestedinvestigation. If the Indemnifying Party does not so respond within such thirty (30)-day period, the Indemnifying Party shall be deemed to have rejected 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 Proceeding by an (1) With respect to any Direct Claim, following receipt of notice from the Indemnified Party on account of a Loss which does not result from a Third the Claim, the Indemnifying Party shall have 60 days to make such investigation of the Claim (a “Direct Claim”) as is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall be asserted make available to the Indemnifying Party the information relied upon by the Indemnified Party giving to substantiate the Claim, together with all such other information, books and records and access to employees as the Indemnifying Party may reasonably request. (2) If the Indemnifying Party disputes the validity or amount of the Direct Claim, the Indemnifying Party shall provide written notice no later than thirty (30) days after of the dispute to the Indemnified Party becomes aware within the 60‑day period set out in Section 9.5(1). The dispute notice shall describe in reasonable detail the nature of such Direct Claimthe Indemnifying Party’s dispute. Such During the 60‑day period immediately following receipt of a dispute notice by the Indemnified Party, the Indemnifying Party and the Indemnified Party shall describe attempt in good faith to resolve the Direct Claim in reasonable detaildispute. The failure of any If the Indemnifying Party and the Indemnified Party fail to provide a notice of a Direct Claim as required by this Section 10.3(d) shall not affect resolve the dispute within such Indemnified 60‑day period, the Indemnifying Party’s rights under this ARTICLE X except dispute shall be submitted to the extent such failure is actually and materially prejudicial to the rights and obligations Chief Executive Officers of the Indemnifying Party and the Indemnified Party, who shall conduct negotiations in good faith to resolve the dispute. The If the Chief Executive Officers of the Indemnifying Party shall have thirty (30) days after its receipt of such notice and the Indemnified Party fail to resolve the dispute within a 15‑day period, the Indemnified Party is free to pursue all rights and remedies available to it, subject only to this Agreement. If the Indemnifying Party fails to respond in writing to such the Direct Claim. Provided Claim within the 60‑day period set out in Section 9.5(1), the Indemnifying Party proceeds with reasonable diligence, the Indemnified Party shall allow the Indemnifying Party and its professional advisors an opportunity is deemed to investigate the matter or circumstance alleged to give rise to have rejected the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and which event the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance as may be may reasonably requested. If the Indemnifying Party does not so respond within such thirty (30)-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be is free to pursue such all rights and remedies as may be available to the Indemnified Party on the terms and it, subject to the provisions of this Agreement.

Direct Claims. Any Proceeding by In the event any indemnified party should have an Indemnified Party on account of a Loss which indemnification claim against any indemnifying party under the Transaction Agreements that does not result from involve a Third Party Claim being asserted against or sought to be collected from such indemnified party (a “"Direct Claim”) "), the indemnified party shall be asserted by the Indemnified Party giving the Indemnifying Party written deliver notice no later than thirty (30) days after the Indemnified Party becomes aware of such Direct Claim. Such notice by Claim to the Indemnified Party shall describe the Direct Claim in reasonable detailindemnifying party. The failure of by any Indemnified Party indemnified party so to provide a notice of a Direct Claim as required by this Section 10.3(d) notify the indemnifying party shall not affect relieve the indemnifying party from any liability that it may have to such Indemnified Party’s rights under this ARTICLE X indemnified party, except to the extent such failure is that the indemnifying party has been actually and materially prejudicial to prejudiced by such failure. If the rights and obligations of indemnifying party does not notify the Indemnifying Party. The Indemnifying Party shall have thirty (30) days after indemnified party within 15 Business Days following its receipt of such notice to respond in writing to that the indemnified party disputes such Direct Claim. Provided , such Direct Claim specified by the Indemnifying Party proceeds with reasonable diligence, indemnified party in such notice shall be conclusively deemed a liability of the Indemnified Party indemnifying party under this Article XI and the indemnifying party shall allow pay the Indemnifying Party and its professional advisors an opportunity to investigate the matter or circumstance alleged to give rise amount of such liability to the Direct Claimindemnified party on demand, and whether and to what extent or in the case of any notice in which the amount is payable in respect of the Direct Claim and is estimated, on such later date when the Indemnified Party amount of such Direct Claim is finally determined; PROVIDED that in any such case such payment shall assist the Indemnifying Party’s investigation by giving such information and assistance as may be may reasonably requestedmade in accordance with Section 11.9. If the Indemnifying Party does not so respond within indemnifying party disputes its liability with respect to such thirty (30)-day periodDirect Claim in a timely manner, the Indemnifying Party indemnifying party and the indemnified party shall be deemed proceed in good faith to have rejected negotiate a resolution of 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 Agreementdispute.

Direct Claims. Any Proceeding 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 a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party written notice no later than thirty (30) days 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. The failure of any Indemnified Party to provide (a notice of a “Direct Claim as required by Notice”), the specific section(s) of this Section 10.3(d) shall not affect Agreement that form the basis of the claim for indemnification, the amount or the estimated amount of damages sought with respect to such Indemnified Party’s rights under this ARTICLE X except Direct Claim to the extent such failure is actually and materially prejudicial then ascertainable, any other remedy sought thereunder, any relevant time constraints relating thereto and, to the rights and obligations of the Indemnifying Partyextent practicable, any 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. Provided Claim by either delivering to the Indemnified Party in writing a response in which the Indemnifying Party proceeds with reasonable diligence, will either: (i) agree that the Indemnified Party shall allow is entitled to indemnification for all of the Indemnifying Party and its professional advisors an 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 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 assist the Indemnifying Party’s investigation by giving such information and assistance as may be may reasonably requesteda 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 rejected such claimirrevocably accepted the Direct Claim. If the Indemnifying Party rejects all or any part of the Direct Claim, in which case the Indemnified Party shall be free to pursue seek enforcement of its rights to indemnification under this Agreement with respect to such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.Direct Claim. -103-

Direct Claims. Any Proceeding 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 involve a Third Party Claim (a “Direct Claim”) shall being asserted against or sought to be asserted by the collected from such Buyer Indemnified Party giving the Indemnifying Party written notice no later than thirty (30) days after the Indemnified Party becomes aware of such Direct Claim. Such notice by Party, the Indemnified Party shall describe the Direct Claim in reasonable detail. The failure of any Indemnified Party to provide a deliver notice of a Direct Claim as required by this Section 10.3(d) shall not affect such Indemnified Party’s rights under this ARTICLE X except claim to the extent such failure is actually and materially prejudicial to the rights and obligations of the Indemnifying Party. The failure by any Indemnified Party so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may have to such Buyer Indemnified Party under Section 6.01, except to the extent (and only to the extent) that the Indemnifying Party shall have thirty (30) days after its receipt been actually and materially prejudiced as a result of such notice to respond in writing to such Direct Claim. Provided the Indemnifying Party proceeds with reasonable diligence, the Indemnified Party shall allow the Indemnifying Party and its professional advisors an 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 assist the Indemnifying Party’s investigation by giving such information and assistance as may be may reasonably requestedfailure. 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 shall be deemed disputes Indemnifying Party’s liability to have rejected such claim, in which case the Indemnified Party under Section 6.01, such claim specified by the Indemnified Party in such notice shall be free to pursue conclusively deemed a Loss of the Indemnifying Party under Section 6.01 and Indemnifying Party shall pay the amount of such remedies as may be available Loss to the Indemnified Party on demand or, in the terms and subject to case of any notice in which the provisions amount of this Agreementthe claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined.

Direct Claims. Any Proceeding 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 a Third Third-Party Claim (a “Direct Claim”) ), the Indemnified Party 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 Indemnified Party for such Direct Claim. If the Indemnified Party and the Indemnifying Party are unable to reach a resolution as to such Direct Claim within the 30-day period, the Indemnified Party will be asserted entitled to seek appropriate remedies in accordance with the 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 giving the Indemnifying Party written notice no later than thirty (30) days after the Indemnified Party becomes aware of such Direct Claim. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail. The failure of any Indemnified Party to provide a notice of a Direct Claim as required by this Section 10.3(d) shall not affect such Indemnified Party’s rights under this ARTICLE X except to the extent such failure is actually and materially prejudicial to the rights and obligations of the Indemnifying Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. Provided the Indemnifying Party proceeds with reasonable diligence, the Indemnified Party shall allow the Indemnifying Party and its professional advisors an 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 assist the Indemnifying Party’s investigation by giving such information and assistance as may be may reasonably requested. If the Indemnifying Party does not so respond within such thirty (30)-day period, the Indemnifying Party shall be deemed to have rejected pay such claimLosses, in which case the Indemnified Party shall be free to pursue such remedies as may be available if any, to the Indemnified Party on by wire transfer of immediately available funds. If the terms Indemnified Party is required to institute any proceedings in order to recover Losses, the cost of such proceedings (including costs of investigation and subject reasonable attorneys’ fees and disbursements) will be added to the provisions amount of this AgreementLosses 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 treatment.

Direct Claims. Any Proceeding by an Indemnified Party on account of a Loss which does not result from a Other than with respect to Third Party Claim Claims, which shall be governed by Section 6.4(b), each Air Products Indemnitee and Versum Indemnitee (a each, an “Direct ClaimIndemnitee”) shall notify in writing, with respect to any matter that such Indemnitee has determined has given or could give rise to a right of indemnification under this Agreement or any Ancillary Agreement, the Party which is or may be asserted required pursuant to this Article VI or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”), within thirty (30)days of such determination, stating in such written notice the amount of the Indemnifiable Loss claimed, if known, and, to the extent practicable, method of computation thereof, and referring to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the Indemnified Party giving failure to provide such written notice within the thirty (30) day period described above shall not release the Indemnifying Party written notice no later than from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. The Indemnifying Party will have a period of thirty (30) days after the Indemnified Party becomes aware receipt of such Direct Claim. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail. The failure of any Indemnified Party to provide a notice of a Direct Claim as required by under this Section 10.3(d6.4(a) shall not affect such Indemnified Party’s rights under this ARTICLE X except to the extent such failure is actually and materially prejudicial to the rights and obligations of the Indemnifying Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice within which to respond in writing to such Direct Claim. Provided the Indemnifying Party proceeds with reasonable diligence, the Indemnified Party shall allow the Indemnifying Party and its professional advisors an 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 assist the Indemnifying Party’s investigation by giving such information and assistance as may be may reasonably requestedthereto. If the Indemnifying Party does not so fails to respond within such thirty (30)-day period, the Liability specified in such notice from the Indemnitee shall be conclusively determined to be a Liability of the Indemnifying Party hereunder. If such Indemnifying Party responds within such period and rejects such claim in whole or in part, the disputed matter shall be deemed to have rejected such claim, resolved in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreementaccordance with Article VIII.

Direct Claims. Any Proceeding claim by an Indemnified Party on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice no later than thirty (30) days after thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnified Indemnifying Party becomes aware of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such Direct Claimfailure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail. The failure , shall include copies of any Indemnified Party to provide a notice of a Direct Claim as required by this Section 10.3(d) all material written evidence thereof and shall not affect such Indemnified Party’s rights under this ARTICLE X except to indicate the extent such failure is actually and materially prejudicial to the rights and obligations estimated amount, if reasonably practicable, of the Indemnifying 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. Provided the Indemnifying Party proceeds with reasonable diligenceDuring such thirty (30)-day period, the Indemnified Party shall allow the Indemnifying Party and its professional advisors an opportunity to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to 43 what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or records) as may be the Indemnifying Party or any of its professional advisors may reasonably requestedrequest. If the Indemnifying Party does not so respond within such thirty (30)-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Proceeding by an Indemnified Party on account of a Loss which does not result from a Other than with respect to Third Party Claim Claims (a as defined below), which shall be governed by Section 5.03(b), each FG Group Holdings indemnitee and Strong Global indemnitee (each, an “Direct ClaimIndemnitee”) shall notify in writing, with respect to any matter that such Indemnitee has determined has given or could give rise to a right of indemnification under this Agreement, the Party which is or may be asserted required pursuant to this Article V (the “Indemnifying Party”), within forty-five (45) days of such determination, stating in such written notice the amount of the Indemnifiable Loss claimed, if known, and, to the extent practicable, method of computation thereof, and referring to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the Indemnified Party giving failure to provide such written notice shall not release the Indemnifying Party written notice no later than thirty (30) days after the Indemnified Party becomes aware from any of such Direct Claim. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail. The failure of any Indemnified Party to provide a notice of a Direct Claim as required by this Section 10.3(d) shall not affect such Indemnified Party’s rights under this ARTICLE X its obligations except and solely to the extent such failure is actually and materially prejudicial to the rights and obligations of the Indemnifying PartyParty shall have been actually materially prejudiced as a result of such failure. The Indemnifying Party shall will have thirty a period of forty-five (3045) days after its receipt of such a notice under this Section 5.03(a) within which to respond in writing to such Direct Claim. Provided the Indemnifying Party proceeds with reasonable diligence, the Indemnified Party shall allow the Indemnifying Party and its professional advisors an 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 assist the Indemnifying Party’s investigation by giving such information and assistance as may be may reasonably requestedthereto. If the Indemnifying Party does not so fails to respond within such thirty (30)-day period, the Liability specified in such notice from the Indemnitee shall be conclusively determined to be a Liability of the Indemnifying Party hereunder. If such Indemnifying Party responds within such period and rejects such claim in whole or in part, the disputed matter shall be deemed to have rejected such claim, resolved in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreementaccordance with Section 8.14.