Common use of Direct Claims Clause in Contracts

Direct Claims. Any 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 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 is materially prejudiced by reason of such failure. Such notice by the Indemnified Party shall describe the Direct 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 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. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s or Company’s premises and personnel, as applicable, and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have 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 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 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 is materially prejudiced forfeits rights or defenses, or otherwise suffers any material prejudice or material harm, with respect to such claim by reason of such failure. Such notice by the Indemnified Party shall describe the Direct 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 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. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s or Company’s premises and personnel, as applicable, personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have 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 Action by an Indemnified Party on account As soon as is reasonably practicable after becoming aware of a claim or Loss with respect to which indemnity may be claimed pursuant to the terms of this Agreement that does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by ), the Indemnified Party giving Person shall promptly give notice to the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) days after the Indemnified Party becomes aware Person of such Direct Claim. The failure to give such prompt written , which notice shall notinclude a description in reasonable detail of (a) the basis for and nature of such Direct Claim (including the facts constituting the basis therefor and the provisions of this Agreement implicated by such Direct Claim) and (b) a good-faith estimate of the amount the Indemnified Person estimates that it is entitled to receive hereunder with respect to such Direct Claim from the Indemnifying Person; provided, however, that the failure of the Indemnified Person to give prompt notice shall not relieve the any Indemnifying Party Person of its indemnification obligationsobligations under this Article XI, except unless and only to the extent that (if any) such failure actually prejudices the Indemnifying Party is materially prejudiced by reason Person. The Indemnifying Person will have a period of forty-five (45) calendar days within which to evaluate and respond in writing to any Direct Claim. If the Indemnifying Person does not notify the Indemnified Person of its objection to such failureDirect Claim within such forty-five (45) calendar-day period, the Indemnifying Person shall be deemed to have accepted and agreed with such Direct Claim. Such notice If the Indemnifying Person notifies the Indemnified Person of its objection to such Direct Claim within such forty-five (45) calendar days, the Indemnifying Person and the Indemnified Person shall, during the sixty (60) calendar days following receipt by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, Person of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice Person’s objection notice, attempt to respond in writing resolve their dispute with respect to such Direct Claim. The If the Indemnified Party shall allow Person and the Indemnifying Party and its professional advisors Person are unable to investigate the matter or circumstance alleged resolve their dispute with respect 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 Indemnified Party’s or Company’s premises and personnel, as applicable, and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such thirty sixty (3060) calendar-day period, the Indemnifying Party Indemnified Person shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free entitled to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of it under this Agreement.. 130

Direct Claims. Any 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 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 is materially prejudiced forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct 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 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. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s or Company’s premises and personnel, as applicable, personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such thirty (30) day 30)-day period, the Indemnifying Party shall be deemed to have 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 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 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 is materially prejudiced forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct 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 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. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s or Company’s each Oasis LLC and its respective Subsidiaries’ premises and personnel, as applicable, personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such thirty (30) 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 Action by an Indemnified Party Person on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party Person giving the Indemnifying Party Person reasonably prompt written notice thereof, but in any event not later than thirty (30) days after the Indemnified Party Person becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party Person of its indemnification obligations, except and only to the extent that the Indemnifying Party is materially prejudiced Person forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party Person shall describe the Direct 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 sustained by the Indemnified PartyPerson. The Indemnifying Party Person shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. The Indemnified Party Person shall allow the Indemnifying Party Person and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party Person shall assist the Indemnifying PartyPerson’s investigation by giving such information and assistance (including access to the Indemnified Party’s or Company’s Sellers’ premises and personnel, as applicable, personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party Person or any of its professional advisors may reasonably request. If the Indemnifying Party Person does not so respond within such thirty (30) day period, the Indemnifying Party Person shall be deemed to have rejected such claim, in which case the Indemnified Party Person shall be free to pursue such remedies as may be available to the Indemnified Party Person on the terms and subject to the provisions of this Agreement.

Direct Claims. Any 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 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 is materially prejudiced forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct 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 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. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate to, upon reasonable prior written notice, reasonably investigate, during normal business hours 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 reasonably cooperate with the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s or Company’s premises and personnel, as applicable, personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so (x) agrees prior to the expiration of such thirty (30) day response period as to the validity of the Direct Claim, then (i) if the Indemnifying Party is Transferor, then the Transferee shall seek recourse for such amount in accordance with Section 7.6, forthwith upon such amount being quantified; or if (ii) the Indemnifying Party is Transferee, then Transferee shall, by wire transfer, pay to the Indemnified Party the amount of such Direct Claim forthwith upon such amount being quantified; provided, that if the parties fail to agree as to the validity of the Direct Claim or its amount, any party may exercise all remedies as may be available to such party under this Agreement or (y) fails to respond within such thirty (30) day response 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 Action by an Indemnified Party Indemnitee on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party Indemnitee giving the Indemnifying Party Parties reasonably prompt written notice thereofof the Direct Claim, but in any event not later than thirty (30) days after the Indemnified Party Indemnitee becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party Parties of its their indemnification obligations, except and only to the extent that the Indemnifying Party is materially prejudiced Parties forfeit rights or defenses by reason of such failure. Such notice by the Indemnified Party Indemnitee shall describe the Direct 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 sustained by the Indemnified PartyIndemnitee. The Indemnifying Party Parties shall have thirty (30) days after its their receipt of such notice to respond in writing to such Direct Claim. The Indemnified Party During such thirty (30) day period, the Indemnitee shall allow the Indemnifying Party Parties and its their professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party Indemnitee shall assist the Indemnifying Party’s Parties’ investigation by giving such information and assistance (including access to the Indemnified Party’s or CompanyIndemnitee’s premises and personnel, as applicable, personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party Parties or any of its their professional advisors may reasonably request. If the Indemnifying Party does Parties do not so respond within such thirty (30) day period, the Indemnifying Party Parties shall be deemed to have rejected such claim, in which case the Indemnified Party Indemnitee shall be free to pursue such remedies as may be available to the Indemnified Party Indemnitee on the terms and subject to the provisions of this Agreement.

Direct Claims. Any 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 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 is materially prejudiced forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct 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 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. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s or Company’s premises and personnel, as applicable, personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such thirty forty-five (30) day period45)days, 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 Action claim by an Indemnified Party Indemnitee on account of a Loss Damage which does not result from a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party Indemnitee giving the Indemnifying Party reasonably Indemnitor prompt written notice 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 Indemnitor of its indemnification obligations, except and only to the extent that the Indemnifying Party Indemnitor is materially prejudiced by reason of such failure. Such notice by the Indemnified Party Indemnitee shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amountamount (which estimate shall not be conclusive of the final amount of such Direct Claim), if reasonably practicable, of the Loss Damages that has been or may be sustained by the Indemnified PartyIndemnitee. The Indemnifying Party Indemnitor shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. The Indemnified Party During such thirty (30)-day period, the Indemnitee shall use commercially reasonable efforts to allow the Indemnifying Party Indemnitor and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party Indemnitee shall use commercially reasonable efforts to assist the Indemnifying PartyIndemnitor’s investigation by giving such information and assistance (including providing reasonable access during normal business hours to the Indemnified Party’s or CompanyIndemnitee’s premises and personnel, as applicable, personnel and the right to examine and copy any accounts, documents or records) records as the Indemnifying Party Indemnitor or any of its professional advisors may reasonably request; provided, that the Indemnitor shall (i) use commercially reasonable efforts to prevent the disruption of the business of the Indemnitor and its Affiliates, and (ii) not to request the Indemnitee to disclose any confidential or legally privileged information, or any personal information, other than in compliance with applicable law. If the Indemnifying Party Indemnitor does not so respond within such thirty (30) day 30)-day period, the Indemnifying Party Indemnitor shall be deemed to have rejected such claimDirect Claim, in which case the Indemnified Party Indemnitee shall be free to pursue such any remedies as may be available to the Indemnified Party on the terms and subject to the provisions of Indemnitee under this Agreement.

Direct Claims. Any 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 thereof, but in any event not later than thirty (30) days Business 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 is materially prejudiced forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct 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 sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days Business Days after its receipt of such notice to respond in writing to such Direct Claim. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s or CompanyNew Rise SAF’s premises and personnel, as applicable, personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such thirty (30) day Business Days 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 Action by an In the event that the Indemnified Party on account of a Loss which asserts an Indemnity Claim, including an Indemnity Claim hereunder, that does not result from involve a Third Party Claim Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (a the “Direct ClaimClaim Notice”) ). A Direct Claim Notice shall be asserted specify, to the extent known by the Indemnified Party giving Party, the Indemnifying Party reasonably prompt written notice thereofnature of and specific basis for any such Indemnity Claim or the nature of and specific basis of any suit, but in any event not later than thirty (30) days after action, investigation or proceeding set forth therein, the amount or the good faith estimated amount thereof to the extent then practicable and the basis of the Indemnified Party becomes aware of such Direct ClaimParty’s request for indemnification under this Agreement. The failure to give provide such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, will not affect any rights hereunder except and only to the extent that the Indemnifying Party is Parties are materially prejudiced by reason of such failure. Such notice by the Indemnified Party shall describe the Direct 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 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. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s or Company’s premises and personnel, as applicable, and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably requestthereby. If the Indemnifying Party does not so respond notify the Indemnified Party within fifteen (15) days from its receipt of the Direct Claim Notice that it disputes such Indemnity Claim, the Indemnity Claims specified in the Direct Claim Notice will be deemed payable by the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed such Indemnity Claim, the Parties shall negotiate in good faith for a thirty (30) day period after receipt of the Direct Claim Notice to resolve such Indemnity Claim. If no resolution is reached within such thirty (30) day period, the Indemnifying Party dispute regarding the Indemnity Claim shall be deemed to have rejected such claim, resolved by litigation 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 a court of this Agreementcompetent jurisdiction.

Direct Claims. Any 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 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 is materially prejudiced forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct 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 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. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s or Company’s premises and personnel, as applicable, personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have 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 Action by In any case in which an Indemnified Party on account of a Loss seeks indemnification hereunder which does is not result from a Third Party Claim (a “Direct Claim”subject to Section 8.4(a) shall be asserted by hereof because no third party action is involved, the Indemnified Party giving shall deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party believes it is entitled to be indemnified. After the Indemnifying Party shall have been notified of the amount for which the Indemnified Party seeks indemnification, the Indemnifying Party shall, within 15 Business Days after receipt of such notice, either (i) pay the Indemnified Party such amount in cash or other immediately available funds unless the Indemnifying Party reasonably prompt written notice objects to the claim for indemnification or the amount thereof, but in any event not later than thirty (30) days after which case the Indemnifying Party shall provide the Indemnified Party becomes aware with written notice of such Direct Claim. The failure objection in setting forth such objection and setting forth the specific grounds therefore or (ii) reasonably request additional time to give review such prompt written notice claim (which period shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party is materially prejudiced by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amountnot be greater than 10 Business Days) and, if reasonably practicableneeded, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of requesting additional information necessary to evaluate such notice to respond in writing to such Direct Claim. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s or Company’s premises and personnel, as applicable, and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably requestclaim. If the Indemnifying Party does not so respond give the Indemnified Party such written notice objecting to such claim within such thirty (30) day period15 Business Day period or reasonably request additional time to review such claim, the Indemnifying Party shall be deemed to have rejected acknowledged its Liability for such claimclaim and shall promptly pay such amount, in which case and the Indemnified Party may exercise any and all of its rights under applicable Law to collect such amount. Notwithstanding the foregoing, Buyer shall not consent to, approve or agree to pay or incur any Liability of Seller for Taxes without the prior written approval of Seller, which approval shall not be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreementunreasonably withheld or delayed.

Direct Claims. Any Action by an In the event any Buyer Indemnified Party on account of a Loss which does not result from or Seller Indemnified Party (each an “Indemnitee”) shall claim indemnification hereunder for any claim (other than a Third Party Claim Claim), the Indemnitee shall reasonably promptly after it becomes aware of facts which such Indemnitee reasonably believes may give rise to the basis for such claim, give written notice (a “Direct ClaimClaim Notice”) to the party from whom indemnity is sought (each, an “Indemnitor”) setting forth the basis for such claim and the nature and estimated amount of the claim, all in reasonable detail; provided, that the failure to reasonably promptly provide such notice shall be asserted by not affect the Indemnified Party giving rights of such Indemnitee to indemnification pursuant to this Article VII, except to the Indemnifying Party reasonably prompt written notice thereofextent that the Indemnitor shall have been actually and materially prejudiced thereby. If the applicable Indemnitor disputes any claim set forth in the Direct Claim Notice, but it shall promptly, and in any event not later than within thirty (30) days after receipt of the Indemnified Party becomes aware Direct Claim Notice, deliver to the Indemnitee that has given the Direct Claim Notice a written notice indicating its dispute of such Direct Claim. The failure to give Claim Notice and its basis for such prompt written notice dispute, and the applicable parties shall not, however, relieve the Indemnifying Party attempt in good faith for a period of its indemnification obligations, except and only to the extent that the Indemnifying Party is materially prejudiced by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt (the “Response Period”) to agree upon the rights of such notice to respond in writing the respective parties with respect to such Direct ClaimClaim Notice. The Indemnified Party shall allow If the Indemnifying Party and its professional advisors applicable Indemnitor elects not to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable dispute a claim described in respect of the Direct Claim Notice, whether by failing to give a timely response or otherwise, then the amount of damages alleged in such Direct Claim Notice will be constructively deemed to be an obligation of the Indemnitor, and the Indemnified Party Indemnitor will be obligated to pay the Indemnitee the amount of damages specified in the Direct Claim Notice, subject to the limitations contained in this Article VII, within five (5) days after the last day of the applicable Response Period. If no such agreement can be reached after good faith negotiation during such thirty (30)-day period, the parties hereto may pursue all other remedies available to them at Law or equity in accordance with this Agreement. At the reasonable request of the Indemnitor, each Indemnitee shall assist grant the Indemnifying Party’s investigation by giving such information Indemnitor and assistance (including its representatives all reasonable access to the Indemnified Party’s or Company’s premises books, records, employees and personnel, as applicable, and properties of such Indemnitor to the right extent reasonably related to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably requestmatters to which the applicable Direct Claim Notice relates. If the Indemnifying Party does not so respond within All such thirty (30) day period, the Indemnifying Party access shall be deemed to have rejected such claim, in which case the Indemnified Party granted during normal business hours and shall be free to pursue granted under the conditions which shall not unreasonably interfere with the business and operations of such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this AgreementIndemnitee.

Direct Claims. Any Action by an In the event any Indemnified Party on account of a Loss which should have an indemnification claim against any Indemnifying Party under this Agreement 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”) shall be asserted by ), the Indemnified Party giving shall promptly deliver notice of such Direct Claim to the Indemnifying Party reasonably prompt written Party, which notice thereof, but in must refer to this Section 9.4.2 and expressly state that the Indemnifying Party’s failure to dispute any event not later than such Direct Claim within thirty (30) days after following the Indemnified Party becomes aware Indemnifying Party’s receipt of such notice shall result in such Direct ClaimClaim being conclusively deemed a liability of the Indemnifying Party pursuant to this Section 9.4.2. The failure by any Indemnified Party so to give such prompt written notice notify the Indemnifying Party shall not, however, not relieve the Indemnifying Party of its indemnification obligationsfrom any liability that it may have to such Indemnified Party, except and only to the extent that the Indemnifying Party is has been actually and materially prejudiced by reason of such failure. Such notice by the Indemnified Party shall describe the Direct 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 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. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s or Company’s premises and personnel, as applicable, and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond notify the Indemnified Party within such thirty (30) day perioddays following its receipt of such notice that the Indemnifying Party disputes such Direct Claim, such Direct Claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability of the Indemnifying Party under this Article 9, and the Indemnifying Party shall be deemed to have rejected pay the amount of such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available liability to the Indemnified Party on demand, or in the terms case of any notice in which the amount of the Direct Claim is estimated, on such later date when the amount of such Direct Claim is finally determined; provided that in any such case such payment shall be made in accordance with Section 9.7. If the Indemnifying Party disputes its liability with respect to such Direct Claim in a timely manner, the Indemnifying Party and subject the Indemnified Party shall proceed in good faith to the provisions negotiate a resolution of this Agreementsuch dispute; provided, however, that either party may at any time refer such dispute to arbitration pursuant to Section 11.10.

Direct Claims. Any Action by an Indemnified Party on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall will be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice 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 will not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party is materially prejudiced forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall will describe the Direct Claim in reasonable detail, shall will include copies of all material written evidence thereof and shall will indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall will have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. The Indemnified Party shall will allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall will assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s or CompanyEWD’s premises and personnel, as applicable, personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall will 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 the terms and subject to the provisions of this Agreement.

Direct Claims. Any Action claim by an Indemnified Party on account of a Loss which that does not result arise from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving in a Claim Notice and delivered to the Indemnifying Party reasonably prompt written notice thereofprior to the expiration of the applicable limitation date described in this Section 9. Such Claim Notice shall describe such claim and the nature and amount, but in any event not later than thirty (30) days after or anticipated amount, of the Indemnified Party becomes aware of such Direct Claim. The failure to give such prompt written notice shall notLoss, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party is materially prejudiced by reason of nature and amount thereof are determinable at such failure. Such notice by the Indemnified Party shall describe the Direct 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 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. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s or Company’s premises and personnel, as applicable, and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably requesttime. If the Indemnifying Party does not so respond within such thirty (30) day periodin good faith objects to any claim made in a Claim Notice, then the Indemnifying Party shall deliver a written notice (a “Claim Dispute Notice”) to the Indemnified Party during the twenty (20) day period commencing following delivery by the Indemnified Party of the Claim Notice. The Claim Dispute Notice shall set forth in reasonable detail the principal basis for the dispute of any claim made in the Claim Notice. Each claim for indemnification set forth in such Claim Notice shall be deemed to have rejected been conclusively determined in the Indemnified Party’s favor for purposes of this Section 9.5(b) on the terms set forth in the Claim Notice upon the earlier of (i) notice that the Indemnifying Party agrees with the Direct Claims asserted in the Claim Notice or (ii) expiration of such claim, in which case twenty (20) day period if the Indemnifying Party does not deliver a Claim Dispute Notice to the Indemnified Party shall prior to the expiration of such twenty (20) day period. In such event, the Indemnified Party will be free to pursue such remedies as may be available to the Indemnified Party on at the Indemnifying Party’s expense pursuant to the terms and subject to the provisions of this Agreement.

Direct Claims. Any 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 thereof, but in any event not later than thirty sixty (3060) 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 is materially actually prejudiced by reason in a material respect as a result thereof (and, for the purposes of such failureclarity, subject to Section 9.01). Such notice by the Indemnified Party shall describe the Direct 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 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. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s or Company’s premises and personnel, as applicable, personnel and the right to examine and copy any accounts, documents or recordsrecords (subject to any applicable Law and any applicable privileges (including the attorney-client privilege)) as the Indemnifying Party or any of its professional advisors may reasonably request). If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have 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 Action claim by an Indemnified Party Indemnitee on account of a Loss Losses which does not result from a Third Party Claim (a “Direct Claim”) shall will be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt Indemnitor written notice thereof, but in any event not later than thirty (30) days as soon as practicable after the Indemnified Party Indemnitee becomes aware of such Losses (such notice, a “Direct Claim. The Claim Notice”), provided that any delay in providing a Direct Claim Notice or failure to give such prompt written notice include any specified information therein shall not, however, not relieve the Indemnifying Party Indemnitor of its indemnification obligations, obligations hereunder except to the extent that (and only to the extent that that) the Indemnifying Party is Indemnitor has been materially prejudiced by reason of such failurethereby. Such notice by the Indemnified Party shall A Direct Claim Notice will describe the Direct Claim in reasonable detail, shall will include copies of all material available written evidence thereof and shall will indicate the estimated amount, if reasonably practicable, of the Loss Losses that has have been or may be sustained by the Indemnified PartyIndemnitee. The Indemnifying Party shall Indemnitor will have a period of thirty (30) days after its receipt of such notice a Direct Claim Notice within which to respond in writing to such Direct Claim. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s or Company’s premises and personnel, as applicable, and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party Indemnitor does not so respond within such thirty (30) day period, the Indemnifying Party shall Indemnitor will be deemed to have rejected accepted such claim. If an objection is timely interposed by the Indemnitor, then the Indemnitee and the Indemnitor shall negotiate in which case good faith for a period of thirty (30) Business Days from the Indemnified Party shall date the Indemnitee receives such objection (such period, or such longer period as agreed in writing by the parties, is hereinafter referred to as the “Negotiation Period”). If the Negotiation Period has not resulted in a resolution of the Direct Claim that is the subject of the Direct Claim Notice prior to the expiration thereof, the Indemnitor or the Indemnitee may submit the dispute for resolution to a court of competent jurisdiction in accordance with Sections 9.12 and 9.13 hereof and each will be free to pursue such remedies as may be available to the Indemnified Party them on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Action claim by an Indemnified Party on account of a Loss which does Damages that do not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party by giving the Indemnifying Party reasonably prompt written notice thereof; ( a “Direct Claim Notice”); provided, but in any event not later than thirty (30) days after that 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 is materially has actually been prejudiced by reason of such failure. Such notice by the Indemnified Party Direct Claim Notice shall describe the Direct 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 Damages that has have been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice Direct Claim Notice to respond in writing to such Direct Claim, and either concede or deny liability for the claim set forth in such Direct Claim Notice (a “Claim Response”). The Indemnified Party shall allow the If an Indemnifying Party and its professional advisors fails 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 timely deliver a 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 or Company’s premises and personnel, as applicable, and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond Response within such thirty (30) calendar day period by 5:00 p.m., eastern time, on the last day of such period, the such Indemnifying Party shall be deemed to have rejected conceded, subject only to the limitations set forth herein, the entire amount of such claimDirect Claim and, subject to the limitations set forth in which case this Article X, the Indemnified Party shall be free to pursue such remedies as may be available entitled to the Indemnified entire amount of such indemnity Damages which shall be paid in full by the Indemnifying Party on within ten (10) calendar days thereafter. If an Indemnifying Party denies liability for a Direct Claim, in whole or in part, Buyer and the terms Sellers’ Representative shall attempt to resolve such dispute as promptly as possible. If Buyer and the Sellers’ Representative fail to resolve such dispute within thirty (30) calendar days after receipt of the Claim Response corresponding to such dispute, any party may commence appropriate legal proceedings in order to obtain a final judgment of a court of competent jurisdiction that is not subject to the provisions of this Agreementfurther appeal.

Direct Claims. Any Action claim by an Indemnified Party on account of a any 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 reasonably prompt in a written notice thereof, but describing such claim in any event not later than thirty (30) days after reasonable detail and the Indemnified Party becomes aware nature and estimated amount of such Direct Claim. The failure to give such prompt written notice shall notLoss, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the nature and amount thereof are determinable at such time (a “Direct Claim Notice”) and delivered to the Indemnifying Party is materially prejudiced by reason prior to the expiration of such failurethe applicable Survival Period. Such notice by the Indemnified Party shall describe the Direct Claim Notice shall include a description in reasonable detail, shall include copies of all material written evidence thereof and shall indicate detail (to the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained extent known by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the facts constituting the basis for such Direct Claim and the Indemnified Party shall assist amount of the Indemnifying Party’s investigation by giving Loss determinable at such information and assistance (including access time, together with such information, to the Indemnified Party’s or Company’s premises extent available, to substantiate the claim and personnel, as applicable, and the right to examine and copy any accounts, documents or records) as may otherwise be necessary for the Indemnifying Party to determine that the limitations in this ARTICLE 8 have been satisfied or any of its professional advisors may reasonably requestdo not apply. If the Indemnifying Party does not so respond within in good faith objects to any claim (including any underlying Event or matter giving rise to such claim) made in a Direct Claim Notice, then the Indemnifying Party shall deliver a written notice (a “Claim Dispute Notice”) to the Indemnified Party during the thirty (30) day period commencing after delivery by the Indemnified Party of the Direct Claim Notice. The Claim Dispute Notice shall set forth in reasonable detail the principal basis for the dispute of any claim (including any underlying Event or matter giving rise to such claim) made in the Direct Claim Notice. Each claim (including any underlying Event or matter giving rise to such claim) for indemnification set forth in such Direct Claim Notice shall be deemed to have been conclusively determined in the Indemnified Party’s favor for purposes of this ARTICLE 8 on the terms set forth in the Direct Claim Notice upon the earlier to occur of: (i) notice that the Indemnifying Party agrees with the Direct Claims asserted in the Direct Claim Notice; or (ii) expiration of such thirty (30) day period if the Indemnifying Party fails to deliver a Claim Dispute Notice to the Indemnified Party prior to the expiration of such thirty (30) day period. In such event, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall will be free to pursue such any remedies or rights of recovery as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any 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 thereof, but in any event not later than thirty forty-five (3045) 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 is materially prejudiced forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct 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 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. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s or each Company’s premises and personnel, as applicable, personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such thirty thirty-day (30-day) 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 Action action by an Indemnified Party on account of a Loss Adverse Consequences which does do 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 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 is materially prejudiced forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct 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 Adverse Consequences 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. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s 's investigation by giving such information and assistance (including access to the Indemnified Party’s or Company’s 's premises and personnel, as applicable, personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such thirty (30) 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 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 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 is materially prejudiced forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct 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 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. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s 's investigation by giving such information and assistance (including access to the Indemnified Party’s or Company’s 's premises and personnel, as applicable, personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such thirty (30) 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 Action by an Indemnified Party Indemnitee on account of a Loss which that does not result from a Third Party Claim (a “Direct Claim”) shall must be asserted by the Indemnified Party giving the Indemnifying Party Indemnitee as soon as is reasonably prompt written notice thereof, but in any event not later than thirty (30) days practicable after the Indemnified Party Indemnitee becomes aware of such Direct Claim. The , but no delay in, or failure to give such prompt written notice shall not, however, will adversely affect any of the other rights or remedies of the Indemnitee or alter or relieve the Indemnifying Party Indemnitor of its indemnification obligations, except and only obligation to indemnify the Indemnitee to the extent that the Indemnifying Party is such delay or failure has not materially prejudiced by reason of such failurethe Indemnitor. Such notice by the Indemnified Party shall Indemnitee must describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof detail and shall will indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified PartyIndemnitee. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. The Indemnified Party shall Indemnitee will allow the Indemnifying Party Indemnitor and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall Indemnitee will assist the Indemnifying PartyIndemnitor’s investigation by giving such information and assistance (including reasonable access to the Indemnified Party’s or Company’s premises and personnel, as applicable, personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party Indemnitee or any of its professional advisors may reasonably request. Within 20 Business Days after being notified of any such Direct Claim, the Indemnitor must notify the Indemnitee of whether or not such Indemnitor disputes its liability for such Direct Claim. If the Indemnifying Party Indemnitor does not so respond notify the Indemnitee that it disputes its liability for such Direct Claim within such thirty (30) day 20-Business Day period, the Indemnifying Party shall be deemed Indemnitee will have the right to have rejected such claim, initiate the dispute resolution procedures set forth 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 AgreementSection 10.12.

Direct Claims. Any Action for an Indemnification Matter by an Indemnified Party Indemnitee on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party Indemnitee giving the Indemnifying Party Indemnitor reasonably prompt written notice thereof, but in any event not later than thirty (30) days after the Indemnified Party Indemnitee becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party Indemnitor of its indemnification obligations, except and only to the extent that the Indemnifying Party is materially prejudiced Indemnitor forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party Indemnitee shall describe the Direct 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 sustained by the Indemnified PartyIndemnitee. The Indemnifying Party Indemnitor shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. The Indemnified Party Indemnitee shall allow the Indemnifying Party Indemnitor and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party Indemnitee shall assist the Indemnifying PartyIndemnitor’s investigation by giving such information and assistance (including access to the Indemnified Party’s or CompanyIndemnitee’s premises and personnel, as applicable, personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party Indemnitor or any of its professional advisors may reasonably request. If the Indemnifying Party Indemnitor does not so respond within such thirty (30) day period, the Indemnifying Party Indemnitor shall be deemed to have rejected such claim, in which case the Indemnified Party Indemnitee shall be free to pursue such remedies as may be available to the Indemnified Party Indemnitee on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Action by If any Buyer Indemnified Person or Seller Indemnified Person (each, an “Indemnified Party on account of a Loss which does not result from a Third Party Claim (a “Direct ClaimPerson”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, but claim indemnification hereunder for any claim (other than a third party claim) for which indemnification is provided 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 is materially prejudiced by reason of such failure. Such notice by the Indemnified Party shall describe the Direct 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 Section 7.2 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. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s or Company’s premises and personnelSection 7.3 above, as applicable, Buyer (on behalf of a Buyer Indemnified Person) or Seller (on behalf of a Seller Indemnified Person) shall promptly give written notice (a “Notice of Claim”) to Seller or Buyer, as applicable (each, an “Indemnifying Person”), which notice shall include the basis for such claim or demand and the right nature and estimated amount of the claim, all in reasonable detail; provided, that, no delay in providing such Notice of Claim will affect an Indemnified Person’s rights hereunder except (and only then to examine and copy any accounts, documents or recordsthe extent that) as the Indemnifying Party or Person is materially and adversely prejudiced thereby. If an Indemnifying Person disputes any claim set forth in the Notice of Claim, it shall deliver to such Indemnified Person that has given the Notice of Claim written notice indicating its professional advisors may reasonably requestdispute of such Notice of Claim (an “Objection Notice”) within 30 days after the date the Notice of Claim is given. Following the receipt of an Objection Notice, the Indemnified Person and the Indemnifying Person shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims in the Notice of Claim. If the Indemnifying Party does not so respond within such thirty (30) day period, Indemnified Person and the Indemnifying Party Person should so agree, a memorandum setting forth such agreement shall be deemed to have rejected prepared and signed by Seller and Buyer and the Indemnifying Person shall promptly pay such claim, Damages as are set forth in which case such memorandum. If the Indemnified Party shall be free Person and the Indemnifying Person are unable to pursue resolve such remedies dispute after good faith discussions within 30 days (as may be available to the Indemnified Party on the terms extended in writing by Seller and subject to the provisions Buyer) following delivery of this Agreementan Objection Notice, such dispute shall be resolved by a court of competent jurisdiction in accordance with Section 8.4 hereof.

Direct Claims. Any Action by an Indemnified Party on account of In the event any Seller Indemnitee discovers any matter that it has determined has given our could reasonably be expected to give rise to a Loss which claim under Section 9.10 against Purchaser that does not result from involve a Seller Third Party Claim (a “Direct Claim”) , the Seller Indemnitee shall be asserted by promptly deliver an Indemnity Notice to the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) days Purchaser after the Indemnified Party becomes aware Seller Indemnitee has made such determination describing in reasonable detail the facts giving rise to the claim for indemnification hereunder and shall include (if then known) the amount or method of computation of the amount of such Direct Claimclaim, and a reference to the provision of this Agreement upon which such claim is based. The failure to give such prompt written notice Seller shall not, however, relieve the Indemnifying Party not be relieved of its indemnification obligationsobligations to indemnify the Seller Indemnitees with respect to such claim if the Seller fails to timely deliver the Indemnity Notice, except if and only to the extent that the Indemnifying Party Seller is materially actually prejudiced by reason thereby. Following receipt of such failure. Such notice by an Indemnity Notice, the Indemnified Party shall describe the Direct 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 sustained by the Indemnified Party. The Indemnifying Party Seller shall have thirty (30) days after its receipt from the date it receives such Indemnity Notice (the “Seller Dispute Period”) to make such investigation of the claim as the Purchaser deems necessary or desirable. For purposes of such notice investigation, the Seller Indemnitees shall make available to respond in writing the Purchaser all the material information related to such Direct Claim. The Indemnified Party shall allow claim relied upon by, or in the Indemnifying Party and its professional advisors possession or control of, the Purchaser to investigate the matter or circumstance alleged to give rise substantiate such 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 such information and assistance (including access is not subject to the Indemnified Party’s attorney-client privilege or Company’s premises and personnel, as applicable, and the right confidentiality obligations to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably requesta third party. If the Indemnifying Party Purchaser disagrees with the validity or amount of all or a portion of such claim made by the Seller Indemnitee, the Purchaser shall deliver to the Seller Indemnitee written notice thereof (the “Seller Dispute Notice”) prior to the expiration of the Seller Dispute Period. If no Seller Dispute Notice is received by the Seller Indemnitee within the Seller Dispute Period or if the Purchaser provides notice that it does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed have a dispute with respect to have rejected such claim, in which case such claim will be deemed approved and consented to by the Indemnified Party shall be free to pursue such remedies as may be available Purchaser. If a Seller Dispute Notice is received by the Seller Indemnitees within the Seller Dispute Period and the Seller Indemnitee and the Purchaser do not agree to the Indemnified Party validity and/or amount of such disputed claim, no payment on the terms and subject disputed portion of the claim will be made to the provisions Seller Indemnitee until such dispute is resolved, whether by adjudication of this Agreementsuch matter, agreement between the Seller Indemnitee and the Purchaser or otherwise.

Direct Claims. Any Action by an In the event any Indemnified Party on account of should have a Loss which claim against any Indemnifying Party hereunder that does not result from involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party, the Indemnified Party shall deliver written notice of such claim with reasonable promptness to the Indemnifying Party describing in reasonable detail (a “Direct Claim”based on information then available to the Indemnified Party) shall be asserted the basis for such claim and the Indemnified Party’s good faith estimate of the amount of Damages (if reasonably determinable) claimed by the Indemnified Party giving in respect thereof (the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) days after the Indemnified Party becomes aware of such Direct Claim“Claimed Amount”). The failure to give provide such prompt written notice shall notnotice, however, relieve shall not release the Indemnifying Party from any of its indemnification obligations, obligations under this Article X except and only to the extent that the Indemnifying Party is materially actually prejudiced by reason of such failure. Such notice by the Indemnified Party shall describe the Direct 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 sustained by the Indemnified Party. The Indemnifying Party shall have Within thirty (30) days after its receipt delivery of such notice to respond in writing to such Direct Claim. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s or Company’s premises and personnel, as applicable, and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such thirty (30) day periodnotice, 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 deliver to the Indemnified Party on a written response in which the terms and subject Indemnifying Party shall (a) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party of the Claimed Amount), (b) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case such response shall be accompanied by payment to the provisions Indemnified Party of this Agreement.the Agreed Amount) or

Direct Claims. Any Action 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 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 is materially prejudiced forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct 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 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. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s or Company’s premises and personnel, as applicable, personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have 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 Action by In the event an Indemnified Party on account of intends to make a Loss which claim for indemnity under this Article IX against an Indemnifying Party that does not result from involve a Third Party Claim (a “Direct Claim”) shall be asserted ), the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice by the Indemnified Party giving shall describe the Indemnifying Party reasonably prompt written notice thereof, but Direct Claim in any event not later than thirty reasonable detail (30) days after taking into account the information then available to the Indemnified Party becomes aware Party), shall include copies of all material written information comprising such Direct ClaimClaim and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party is materially actually prejudiced by reason of such failure. Such notice by the Indemnified Party shall describe the Direct 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 sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) within 30 days after its receipt of such notice, by written notice to respond in writing to such Direct Claim. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s , either (i) concede Liability in whole as to the amount claimed in the claim notice, (ii) deny Liability in whole as to the amount claimed in the claim notice, or Company’s premises (iii) concede Liability in part and personnel, as applicable, and deny Liability in part the right to examine and copy any accounts, documents or records) as amount claimed in the Indemnifying Party or any of its professional advisors may reasonably requestclaim notice. If the Indemnifying Party does not so respond within such thirty (30) day period30 days after its receipt of the claim notice, the Indemnifying Party shall be deemed to have rejected such claim, . Following the Indemnified Party’s response notice in which case Liability is not conceded in whole, the Parties shall proceed in good faith to negotiate a resolution of such dispute. If such dispute is not resolved through negotiations or the Indemnifying Party does not respond, 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 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 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 is materially prejudiced forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct 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 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. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s or Company’s premises and personnel, as applicable, personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have 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 Action by an Indemnified Party Person 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 Person giving the Indemnifying Party Person reasonably prompt written notice thereof, but in any event not later than thirty (30) days after the Indemnified Party Person becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party Person of its indemnification obligations, except and only to the extent that the Indemnifying Party is materially prejudiced Person forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party Person shall describe the Direct 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 sustained by the Indemnified PartyPerson. The Indemnifying Party Person shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. The Indemnified Party Person shall allow the Indemnifying Party Person and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party Person shall assist the Indemnifying PartyPerson’s investigation by giving such information and assistance (including access to the Indemnified Party’s or Company’s premises and personnel, as applicable, personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party Person or any of its professional advisors may reasonably request. If the Indemnifying Party Person does not so respond within such thirty (30) day period, the Indemnifying Party Person shall be deemed to have rejected such claim, in which case the Indemnified Party Person shall be free to pursue such remedies as may be available to the Indemnified Party Person on the terms and subject to the provisions of this Agreement.

Direct Claims. Any 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 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 is materially prejudiced forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct 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 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. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s or Company’s premises and personnel, as applicable, Purchased Assets and the right to examine and copy related any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have 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 Action by involving 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 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 is materially prejudiced forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct 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 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. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s Companies’ or Company’s their Subsidiaries’ premises and personnel, as applicable, personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have 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 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 thereof, but in any event not later than thirty (30) days 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 is materially prejudiced forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct 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 sustained by the Indemnified Party. The Indemnifying Party shall have thirty twenty (3020) days Days after its receipt of such notice to respond in writing to such Direct Claim. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s or Company’s premises and personnel, as applicable, personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such thirty twenty (3020) day 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 Action by an Indemnified Party on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall will be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice 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 will not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party is materially prejudiced forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall will describe the Direct Claim in reasonable detail, shall will include copies of all material written evidence thereof and shall will indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall will have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. The Indemnified Party shall will allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall will assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s or Company’s premises and personnel, as applicable, personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall will 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 the terms and subject to the provisions of this Agreement.

Direct Claims. Any Action Legal Proceeding by an Indemnified Party Indemnitee on account of Damages based on a Loss which direct claim that does not result from a Third Party Claim (a “Direct Claim”) third party claim shall be asserted by the Indemnified Party Indemnitee giving the Indemnifying Party Indemnitor reasonably prompt written notice thereof, but in any event not later than thirty (30) 30 days after the Indemnified Party Indemnitee becomes aware of such Direct Claimdirect claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party Indemnitor of its indemnification obligations, except and only to the extent that the Indemnifying Party is materially prejudiced Indemnitor forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party Indemnitee shall describe the Direct Claim direct 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 Damages that has have been or may be sustained by the Indemnified PartyIndemnitee. The Indemnifying Party Indemnitor shall have thirty (30) 45 days after its receipt of such notice to respond in writing to such Direct Claimdirect claim. The Indemnified Party Indemnitee shall allow the Indemnifying Party Indemnitor and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claimdirect claim, and whether and to what extent any amount is payable in respect of the Direct Claim direct claim and the Indemnified Party Indemnitee shall assist the Indemnifying PartyIndemnitor’s investigation by giving such information and assistance (including access to the Indemnified Party’s or CompanyIndemnitee’s premises and personnel, as applicable, personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party Indemnitor or any of its professional advisors may reasonably request. If the Indemnifying Party Indemnitor does not so respond within such thirty (30) 45 day period, the Indemnifying Party Indemnitor shall be deemed to have rejected such claim, in which case the Indemnified Party Indemnitee shall be free to pursue such remedies as may be available to the Indemnified Party Indemnitee on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Action by If an Indemnified Party on account of a Loss seeks indemnification hereunder which does is not result from a Third subject to Section 8.2 because no Third-Party Claim (a “Direct Claim”) shall be asserted by is involved, the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty will notify Purchaser (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 if the Indemnifying Party is materially prejudiced by reason Purchaser) or the Seller Representative (if the Indemnifying Party is a Seller Indemnifying Party), in writing of any Indemnified Losses which such failureIndemnified Party claims are subject to indemnification under the terms hereof. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof contain: (a) a description and shall indicate the estimated amount, if reasonably practicable, a good faith estimate of the Loss that has been amount of any Purchaser Indemnified Losses or may Seller Indemnified Losses, as applicable, incurred or reasonably expected to be sustained incurred by the Indemnified Party; (b) a statement that the Indemnified Party is entitled to indemnification under this ARTICLE VIII for such Purchaser Indemnified Losses or Seller Indemnified Losses, as applicable; and (c) a description in reasonable detail of the basis therefor. The Indemnifying Subject to the limitations set forth in this ARTICLE VIII and in Section 9.1, the failure of the Indemnified Party shall have thirty (30) days after its receipt to exercise promptness in such notification will not amount to a waiver of such notice claim except to respond in writing to such Direct Claim. The Indemnified Party shall allow the extent the resulting delay materially and adversely prejudices the position of the Indemnifying Party and its professional advisors with respect to investigate the matter or circumstance alleged such claim. In connection with a claim subject to give rise to the Direct Claimthis Section 8.3, and whether and to what extent any amount is payable in respect of the Direct Claim and Purchaser (if the Indemnified Party is a Purchaser Indemnified Party) and the Seller Representative (if the Indemnified Party is a Seller Indemnified Party) shall assist provide the Seller Representative (if the Indemnifying Party’s investigation by giving such information and assistance Parties are Seller Indemnifying Parties) or Purchaser (including access to if the Indemnified Party’s or Company’s premises and personnelIndemnifying Party is Purchaser), as applicable, and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such thirty (30) day periodcopies of, the Indemnifying Party shall be deemed material documents that are then in the possession of or otherwise readily available to have rejected such claim, in which case Purchaser (if the Indemnified Party shall be free to pursue such remedies as may be available to is a Purchaser Indemnified Party) or the Sellers (if the Indemnified Party on is a Seller Indemnified Party) that the terms and subject to the provisions of this AgreementIndemnified Party reasonably believes in good faith support such claim.

Direct Claims. Any Action Proceeding by an Indemnified Party a KBL Indemnitee on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party KBL Indemnitee giving the Indemnifying Party Stockholder Representative reasonably prompt written notice thereof, but in any event not later than thirty (30) days after the Indemnified Party KBL Indemnitee becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party Parties of its their indemnification obligations, except and only to the extent that the Indemnifying Party is materially prejudiced Parties forfeit rights or defenses by reason of such failure. Such notice by the Indemnified Party KBL Indemnitee shall describe the Direct 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 sustained by the Indemnified PartyKBL Indemnitee. The Indemnifying Party Stockholder Representative shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. The Indemnified Party KBL Indemnitee shall reasonably allow the Indemnifying Party Stockholder Representative and its professional advisors Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party KBL Indemnitee shall reasonably assist the Indemnifying PartyStockholder Representative’s investigation by giving such information and assistance (including reasonable access to the Indemnified Party’s or Company’s premises and personnel, as applicable, personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party Stockholder Representative or any of its professional advisors Representatives may reasonably request. If the Indemnifying Party Stockholder Representative does not so respond within such thirty (30) day period, the Indemnifying Party Stockholder Representative shall be deemed to have rejected accepted such claim, in which case the Indemnified Party claim and shall be free to pursue liable for all Losses associated with 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 Action claim by an Indemnified Party Indemnitee on account of a Loss which does not result from a Third Party Claim third party claim described in Section 7.2(d) (a “Direct Claim”) shall be asserted by the Indemnified Party Indemnitee giving the Indemnifying Party reasonably prompt indemnitor’s representative written notice thereof(with reasonable detail included in such notice, but in any event not later than from which Indemnitor may reasonably determine the veracity of the alleged Loss) within thirty (30) days after the Indemnified Party becomes aware of Indemnitee obtaining actual knowledge of such Direct ClaimLoss; provided, however, if the Indemnitor is the Buyer, then for purposes of this paragraph actual knowledge shall mean actual knowledge of Mxxxxxx Xxxxxxxxx. The failure to give such prompt written notice so notify the indemnitor’s representative shall not, however, not relieve the Indemnifying Party Indemnitor of its indemnification obligations, obligations hereunder except to the extent that (and only to the extent that that) such failure shall have caused the Indemnifying Party damages for which the Indemnitor is materially prejudiced by reason of obligated to be greater than such failuredamages would have been had the Indemnitee given the indemnitor’s representative prompt notice hereunder. Such notice by the Indemnified Party Indemnitee shall describe the Direct Claim in reasonable detailClaim, shall include copies of all material written evidence the amount thereof (if known and shall indicate quantifiable) and the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Partybasis thereof. The Indemnifying Party indemnitor’s representative shall have thirty fifteen (3015) days after its receipt of such notice to respond in writing to such Direct Claim. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s or Company’s premises and personnel, as applicable, and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party indemnitor’s representative does not so respond within such thirty fifteen (3015) day period, or objects to the Indemnifying Party Direct Claim or otherwise fails or refuses to indemnify the Indemnitee with respect to the Direct Claim, then the Indemnitor shall be deemed to have rejected such claim, in which case the Indemnified Party Indemnitee shall be free to pursue such remedies as may be available to the Indemnified Party Indemnitee on the terms and subject to the provisions of this Agreement.

Direct Claims. Any 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 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 is materially prejudiced forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct 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 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. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s or Company’s Island Entities’ premises and personnel, as applicable, personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have 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 Action claim by an Indemnified Party Indemnitee on account of a Loss Losses which does do not result from a Third Party third‑party Claim (a “"Direct Claim”") shall will be asserted by the Indemnified Party giving the Indemnifying Party Indemnitor reasonably prompt written notice thereofthereof (such notice, but in any event not later than thirty (30) days after the Indemnified Party becomes aware of such a "Direct ClaimClaim Notice"). The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party is materially prejudiced by reason of such failure. Such notice by the Indemnified Party shall A Direct Claim Notice will describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof detail and shall indicate the estimated amount, amount of Losses (if reasonably practicable, of the Loss known and quantifiable) that has have been or may be sustained by the Indemnified PartyIndemnitee. The Indemnifying Party Indemnitee shall have thirty reasonably cooperate and assist the Indemnitor in determining the validity of any claim for indemnity by the Indemnitee and in otherwise resolving such matters. Such assistance and cooperation shall include retaining and providing the Sellers Representative and their Representatives reasonable access during normal business hours to (30y) days after all books, records and other documents (including relevant work papers, memoranda, financial statements, Tax Returns, Tax schedules and work papers, Tax rulings, and other determinations, etc., in each case. of the Company or its receipt of Subsidiaries) relating to or containing information relevant to such notice claim in their possession and (z) the Purchaser's and the Company's (and the Company's Subsidiaries') employees, accountants and other professional advisors (including making the Company's chief financial officer, accountants and attorneys reasonably available to respond to reasonable written or oral inquiries of the Sellers Representative and their Representatives). The Indemnitee and the Indemnitor may discuss such Direct Claim for a period of 30 days from the date the Indemnitor receives such Direct Claim Notice (such period, or such longer period as agreed in writing by the parties, is hereinafter referred to as the "Discussion Period"), and all such Direct Claimdiscussions (unless otherwise agreed by the Indemnitee and the Indemnitor) shall be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar Law. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to If the Direct Claim, and whether and to what extent any amount Claim that is payable in respect the subject of the Direct Claim Notice has not been resolved prior to the expiration of the Discussion Period, the Indemnitor and the Indemnified Party shall assist Indemnitee may submit the Indemnifying Party’s investigation by giving such information dispute for resolution to a court of competent jurisdiction in accordance with Sections 10.11 and assistance (including access to the Indemnified Party’s or Company’s premises 10.16 hereof and personnel, as applicable, and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall each will be free to pursue such remedies as may be available to the Indemnified Party them on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Action Indemnified Person shall promptly deliver to Sellers, in the case of claims brought by a Seller Indemnified Person, and to Purchaser in the case of claims brought by a Purchaser Indemnified Person (such notified party, the “Responsible Party”), written notice (a “Claim Notice”) of any matter which such Indemnified Person has determined has given or could give rise to a right of indemnification under Section 9.2 or Section 9.3 (a “Claim”), within twenty (20) days of such determination, stating the nature of the Claim, to the extent then known by the Indemnified Person, a good-faith estimate of the Loss and method of computation thereof, to the extent then reasonably estimable, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided that the failure to so timely notify shall not relieve the Responsible Party of its obligations hereunder, except to the extent that the Responsible Party is materially prejudiced by such failure. With respect to any recovery or indemnification sought by an Indemnified Person from the Responsible Party, if the Responsible Party on account of a Loss which does not result notify the Indemnified Person in writing within thirty (30) days from a Third its receipt of the Claim Notice that the Responsible Party Claim disputes such claim (a the “Direct ClaimDispute Notice”) ), the Responsible Party shall be asserted by deemed to have accepted and agreed with such claim. If the Responsible Party has disputed a claim for indemnification under Section 9.2 or Section 9.3, the Responsible Party and the Indemnified Person shall proceed in good faith to negotiate a resolution to such dispute. If the Responsible Party giving and the Indemnifying Party reasonably prompt written notice thereof, but Indemnified Person cannot resolve such dispute in any event not later than thirty (30) days after delivery of the Indemnified Party becomes aware of Dispute Notice, such Direct Claim. The failure to give such prompt written notice dispute shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only be resolved pursuant to the extent that the Indemnifying Party is materially prejudiced by reason terms of such failure. Such notice by the Indemnified Party shall describe the Direct 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 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. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s or Company’s premises and personnel, as applicable, and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have 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 AgreementSection 10.7.

Direct Claims. Any Action claim by an Indemnified Party Indemnitee on account of a Loss Losses which does do not result from a Third Party third‑party Claim (a “Direct Claim”“) shall will be asserted by the Indemnified Party giving the Indemnifying Party Indemnitor reasonably prompt written notice thereofthereof (such notice, but in any event not later than thirty (30) days after the Indemnified Party becomes aware of such a “Direct ClaimClaim Notice“). The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party is materially prejudiced by reason of such failure. Such notice by the Indemnified Party shall A Direct Claim Notice will describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof detail and shall indicate the estimated amount, amount of Losses (if reasonably practicable, of the Loss known and quantifiable) that has have been or may be sustained by the Indemnified PartyIndemnitee. The Indemnifying Indemnitee shall reasonably cooperate and assist the Indemnitor in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such matters. Such assistance and cooperation shall have include retaining and providing the Sellers Representatives and their Representatives reasonable access during normal business hours to (y) all books, records and other documents (including relevant work papers, memoranda, financial statements, Tax Returns, Tax schedules and work papers, Tax rulings, and other determinations, etc., in each case. of the Company or its Subsidiaries) relating to or containing information relevant to such claim in their possession and (z) the Purchaser’s and the Company’s (and the Company’s Subsidiaries’) employees, accountants and other professional advisors (including making the Company’s chief financial officer, accountants and attorneys reasonably available to respond to reasonable written or oral inquiries of the Sellers Representatives and their Representatives). The Indemnitee and the Indemnitor may discuss such Direct Claim for a period of thirty (30) days after its receipt of from the date the Indemnitor receives such notice to respond Direct Claim Notice (such period, or such longer period as agreed in writing by the parties, is hereinafter referred to as the “Discussion Period“), and all such Direct Claimdiscussions (unless otherwise agreed by the Indemnitee and the Indemnitor) shall be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar Law. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to If the Direct Claim, and whether and to what extent any amount Claim that is payable in respect the subject of the Direct Claim Notice has not been resolved prior to the expiration of the Discussion Period, the Indemnitor and the Indemnified Party shall assist Indemnitee may submit the Indemnifying Party’s investigation by giving such information dispute for resolution to a court of competent jurisdiction in accordance with Sections 10.11 and assistance (including access to the Indemnified Party’s or Company’s premises 10.17 hereof and personnel, as applicable, and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall each will be free to pursue such remedies as may be available to the Indemnified Party them on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Action by an Indemnified Party Person on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party Person giving the Indemnifying Party Person reasonably prompt written notice thereof, but in any event not later than thirty (30) days after the Indemnified Party Person becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party Person of its indemnification obligations, except and only to the extent that such failure (i) materially and adversely affects the ability of the Indemnifying Party Person to defend such claim or (ii) increases the amount of indemnification which the Indemnifying Person is materially prejudiced by reason obligated to pay hereunder, and in the event clause (ii) of this sentence applies, the amount of any indemnification which the Indemnified Person shall be entitled to receive with respect to any given Direct Claim shall be reduced to an amount which the Indemnified Person would have been entitled to receive had such failurenotice been timely given. Such notice by the Indemnified Party Person shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, amount of the Loss that has been or may be sustained by the Indemnified PartyPerson. The Indemnifying Party Person shall have thirty forty five (3045) days after its receipt of such notice to respond in writing to such Direct Claim; provided, however, that the failure to respond in such a time frame shall not be deemed an admission of any indemnification obligations, except and only to the extent that the Indemnified Person is materially and adversely prejudiced by such failure. The Indemnified Party Person shall allow the Indemnifying Party Person and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party Person shall assist the Indemnifying PartyPerson’s investigation by giving such information and assistance (including access to the Indemnified Party’s or Company’s premises and personnel, as applicable, personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party Person or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have 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 Action The following procedures will apply to any claim for indemnification by an Indemnified Party on account of a Loss which that does not result from involve a Third Party Claim Claim. (a) An Indemnified Party will deliver a notice to the Indemnifying Party (a “Direct Notice of Claim”) shall as soon as practicable, but in no event later than sixty (60) days, after the Indemnified Party determines that it is or may be asserted entitled to indemnification pursuant to this Agreement; provided, however, that failure to provide notice will not prejudice the Indemnified Party’s right to indemnity, except to the extent the Indemnifying Party is prejudiced by the Indemnified Party giving Party’s failure to give such notice. (b) If the Indemnifying Party reasonably prompt written disputes (x) its obligation to indemnify the Indemnified Party in respect of any indemnification claim set forth in a Notice of Claim, or (y) the amount of such indemnification claim set forth in a Notice of Claim (the “Indemnity Claim Amount”), the Indemnifying Party will deliver to the Indemnified Party a dispute notice thereof(“Indemnification Dispute Notice”) as soon as practicable, but in any no event not later than thirty (30) days days, after the Indemnified Party becomes aware Notice 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 If no Indemnification Dispute Notice is materially prejudiced by reason of such failure. Such notice by the Indemnified Party shall describe the Direct 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 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. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s or Company’s premises and personnel, as applicable, and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond given within such thirty (30) day period, the Indemnifying Party shall validity of the claim for indemnification and the amount of such claim, each as set forth in the Notice of Claim, will be deemed to have rejected be agreed, effective on the first (1st) day following such claimthirty (30) day period, and the amount of such claim as set forth in the Notice of Claim will immediately be payable by the Indemnifying Party. If an Indemnification Dispute Notice is given within such thirty (30) day period, then: (c) The portion, if any, of the amount of such claim which case is not disputed in the Indemnification Dispute Notice will immediately be payable by the Indemnifying Party. (d) NorthWestern and Avista will negotiate in good faith to settle the dispute, and the portion, if any, of the claim amount which NorthWestern and Avista agree in writing is payable will be immediately payable by the Indemnifying Party. (e) If NorthWestern and Avista are unable to resolve any portion of the Indemnity Claim Amount within two (2) months following the date the Indemnification Dispute Notice is given, either NorthWestern or Avista may initiate proceedings in accordance with Section 8.10 or Section 10.2 (as applicable) to obtain resolution of the dispute. (f) If neither NorthWestern nor Avista initiates proceedings under Section 8.10 or Section 10.2 in respect of the dispute within twelve (12) months following the date the Indemnification Dispute Notice is given, the portion of the claim amount which is disputed will not be payable, 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 will have no further right, under this Agreement, to seek to recover such amount from the Indemnifying Party. (g) If NorthWestern or Avista initiates proceedings under Section 8.10 or Section

Direct Claims. Any Action by an Indemnified Party on account Subject to the applicable time periods set forth in Section 9.1, and with reasonable promptness after becoming aware of a Loss which does not result from a Third Party Claim claim (a “Direct Claim”) shall be asserted by for indemnification under this Agreement that does not involve a Third Party Claim as described in Section 9.5(b), the Indemnified Party giving shall deliver written notice to the Indemnifying Party reasonably prompt written of such claim, which notice thereofshall specify the facts alleged to constitute the basis for such claim, but in any event not later than thirty (30) days after the representations, warranties, covenants and obligations alleged to have been breached and the amount that the Indemnified Party becomes aware seeks hereunder from the Indemnifying Party, together with such information, to the extent such information is reasonably available, as may be reasonably necessary for the Indemnifying Party to determine that the limitations in Section 9.4 have been satisfied or do not apply. Notwithstanding the foregoing provisions, the failure of such Direct Claim. The failure the Indemnified Party to give such prompt written notice of, or information regarding, a claim under this Article 9 shall not, however, relieve the Indemnifying Party of its indemnification obligationsobligations hereunder, except and only to the extent that the Indemnifying Party forfeits rights or defenses or is materially otherwise prejudiced by reason the failure or delay in delivering notice of such failurethe claim. Such notice by the Indemnified Party shall describe the Direct 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 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. The Indemnified Party shall allow thereafter reasonably cooperate with the Indemnifying Party and its professional advisors to allow the Indemnifying Party and such advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim Claim, including without limitation through the provision of such additional information (including, if reasonably requested, entering into a joint defense agreement so that privileged information can be shared) and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and reasonable assistance (including reasonable access with advance notice and during normal business hours to the Indemnified Party’s or Company’s premises and personnel, as applicable, personnel and the right to examine and copy any pertinent accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. The Indemnifying Party shall have sixty (60) days from the date of delivery of the Indemnified Party’s notice of Direct Claim to respond in writing to such Direct Claim. If the Indemnifying Party does not so respond in writing within such thirty sixty (3060) day period, the Indemnifying Party shall be deemed to have rejected such claimDirect Claim, in which case the Indemnified Party and the Indemnifying Party shall be free to pursue such remedies as may be available to follow the Indemnified Party on the terms and subject to the provisions of this Agreementdispute resolution procedures set forth in Section 11.9.

Direct Claims. Any Action by an In the event any Purchaser Indemnified Party on account or Seller Indemnified Party (each an “Indemnitee”) shall claim indemnification hereunder for any claim (other than a Third-Party Claim) for which indemnification is provided in Section 10.2 above, the Indemnitee shall reasonably promptly after it becomes aware of a Loss which does not result from a Third Party Claim facts that such Indemnitee reasonably believes may give rise to the basis for such claim, give written notice (a “Direct ClaimClaim Notice”) shall be asserted by to the Indemnified Party giving party from whom indemnity is sought (each, an “Indemnitor”) setting forth the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) days after basis for such claim and the Indemnified Party becomes aware nature and estimated amount of such claim, all in reasonable detail and to the extent available; provided that so long as such Direct Claim. The Claim Notice is given within the applicable time period described in Section 10.1, the failure to give reasonably promptly provide such prompt written notice shall not, however, relieve not affect the Indemnifying Party rights of its such Indemnitee to indemnification obligationspursuant to this Article X, except and only to the extent that the Indemnifying Party is materially Indemnitor shall have been actually prejudiced by reason of such failurethereby. Such notice by If the Indemnified Party shall describe applicable Indemnitor disputes any claim set forth in the Direct Claim Notice, it shall promptly, and 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 sustained by the Indemnified Party. The Indemnifying Party shall have any event within thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access Notice, deliver to the Indemnified Party’s or Company’s premises Indemnitee that has given the Direct Claim Notice a written notice indicating its dispute of such Direct Claim Notice and personnel, as applicableits basis for such dispute, and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any applicable parties shall attempt in good faith for a period of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such thirty (30) day days following the delivery of such written notice to agree upon the rights of the respective parties with respect to such Direct Claim Notice. If no such agreement can be reached after good faith negotiation during 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 parties may pursue such all other remedies as may be available to the Indemnified Party on the terms and subject to the provisions of them at Law or equity in accordance with this Agreement.

Direct Claims. Any Action 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 shall notify the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) days after the Indemnified Party becomes aware writing of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party amount or the estimated amount of its indemnification obligations, except and only damages sought thereunder to the extent that then ascertainable (which estimate shall not be conclusive of the Indemnifying Party is materially prejudiced by reason final amount of such failure. Such notice by Direct Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the Indemnified Party shall describe the extent practicable, any other material details pertaining thereto (a “Direct Claim in reasonable detail, Notice”)and shall include copies provide a copy of all material written evidence thereof and shall indicate such Direct Claim Notice to the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified PartyEscrow Agent. 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. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s or Company’s premises and personnel, as applicable, and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall will be deemed to have rejected such claim, in which case accepted the Direct Claim and the Indemnifying Party will be deemed to have accepted the Direct Claim and deemed to agree that the Indemnified Party is entitled to receive all or any portion of the requested Losses. If the Indemnifying Party (i) provides written notice to the Indemnified Party and the Escrow Agent that the Indemnifying Party agrees that the Indemnified Party is entitled to receive all or any portion of the requested Losses or (ii) the Indemnifying Party is deemed to have accepted a Direct Claim pursuant to the preceding sentence, Parent, on behalf of the Sellers, and Swiss Buyer shall provide written notice to the Escrow Agent instructing the Escrow Agent to release any relevant amount of the Escrow Funds or Tooling Escrow Funds, as applicable, to Swiss Buyer. If the Indemnifying Party rejects all or any part of the Direct Claim, the Indemnified Person 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 Action by an Indemnified Party Indemnitee on account of a Loss which that does not result from a Third Party Claim (a “Direct Claim”) shall must be asserted by the Indemnified Party giving the Indemnifying Party Indemnitee as soon as is reasonably prompt written notice thereof, but in any event not later than thirty (30) days practicable after the Indemnified Party Indemnitee becomes aware of such Direct Claim. The , but no delay in, or failure to give such prompt written notice shall not, however, will adversely affect any of the other rights or remedies of the Indemnitee or alter or relieve the Indemnifying Party Indemnitor of its indemnification obligations, except and only obligation to indemnify the Indemnitee to the extent that the Indemnifying Party is such delay or failure has not materially prejudiced by reason of such failurethe Indemnitor. Such notice by the Indemnified Party shall Indemnitee must describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof detail and shall will indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified PartyIndemnitee. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. The Indemnified Party shall Indemnitee will allow the Indemnifying Party Indemnitor and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall Indemnitee will assist the Indemnifying PartyIndemnitor’s investigation by giving such information and assistance (including reasonable access to the Indemnified Party’s or Company’s premises and personnel, as applicable, personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party Indemnitee or any of **** This material has been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission. its professional advisors may reasonably request. Within 20 Business Days after being notified of any such Direct Claim, the Indemnitor must notify the Indemnitee of whether or not such Indemnitor disputes its liability for such Direct Claim. If the Indemnifying Party Indemnitor does not so respond notify the Indemnitee that it disputes its liability for such Direct Claim within such thirty (30) day 20-Business Day period, the Indemnifying Party shall be deemed Indemnitee will have the right to have rejected such claim, initiate the dispute resolution procedures set forth 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 AgreementSection 10.12.

Direct Claims. Any Action by an Indemnified Party on account of In the event one party hereunder should have a Loss which claim for indemnification that does not result from involve a Third Party Claim (a “Direct Claim”) shall be claim or demand being asserted by a third party, the Indemnified Party giving promptly shall deliver notice of such claim to the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) days after Party. If the Indemnified Party becomes aware disputes the claim, such dispute shall be resolved by mutual agreement 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 is materially prejudiced by reason of such failure. Such notice by the Indemnified Party shall describe the Direct 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 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. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s or Company’s premises and personnel, as applicable, and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or by binding arbitration conducted in accordance with the procedures and rules of the American Arbitration Association as set forth in Article X. Judgment upon any award rendered by any arbitrators may be entered in any court having competent jurisdiction thereof. Due Diligence Review; Non-Disclosure of its professional advisors may reasonably requestNon-Public Information. If the Indemnifying Party does not so respond within such thirty (30) day periodDue Diligence Review. Subject to Section 8.2, the Indemnifying Party Company shall make available for inspection and review by the Investors, advisors to and representatives of the Investors (who may or may not be deemed affiliated with the Investors and who are reasonably acceptable to have rejected the Company), any underwriter participating in any disposition of the Registrable Securities on behalf of the Investors pursuant to the Registration Statement, any such claimregistration statement or amendment or supplement thereto or any blue sky, in which case Nasdaq or other filing, all SEC Documents and other filings with the Indemnified Party shall be free to pursue such remedies SEC, and all other publicly available corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company's officers, directors and employees to supply all such publicly available information reasonably requested by the Investors or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investors and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Indemnified Party on Company and the terms and subject to accuracy of the provisions of this AgreementRegistration Statement.

Direct Claims. Any Action claim by an Indemnified Party a Parent Indemnitee on account of a an Indemnifiable Loss which that does not result from a Third Party Claim (a “Direct Claim”) shall will be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt Stockholder Representative written notice thereof, but in any event not later than thirty (30) days thereof promptly after the Indemnified Party Parent Indemnitee becomes aware of such Direct Claim. The failure any fact, condition or event giving rise to give such prompt written notice shall not, however, relieve the Indemnifying Party of its Indemnifiable Losses for which indemnification obligations, except and only to the extent that the Indemnifying Party is materially prejudiced by reason of such failuremay be sought. Such notice (as well as any notice of a Third-Party Claim) by the Indemnified Party shall Parent Indemnitee will describe the Direct Claim in reasonable detaildetail (specifying the representation, shall warranty or covenant alleged to have been breached), will include copies of all available material written evidence thereof thereof, and shall will indicate the estimated amount, if reasonably practicable, of the Loss Indemnifiable Losses that has been or may be sustained by the Indemnified PartyParent Indemnitee. The Indemnifying Party shall Stockholder Representative will have thirty a period of twenty (3020) days after its receipt of such notice Business Days within which to respond in writing to such Direct Claim. The Indemnified Party shall allow If the Indemnifying Party and its professional advisors Stockholder Representative notifies the Parent Indemnitee that it does not dispute the claim described in such Direct Claim notice or fails to investigate respond within twenty (20) Business Days following receipt of such Claim Notice, the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable Indemnifiable Losses identified in respect of the Direct Claim and notice will be conclusively deemed a liability of the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s or Company’s premises and personnel, as applicable, and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably requestUnaffiliated Stockholders named thereunder. If the Indemnifying Party does Stockholder Representative disputes liability with respect to such Direct Claim or the estimated amount of such Indemnifiable Losses pursuant to this Article VII, the parties shall attempt in good faith to resolve such dispute; provided, that if such dispute has not so respond been resolved within such thirty (30) day periodBusiness Days following receipt of such Direct Claim notice, then the Indemnifying Party shall be deemed to have rejected such claim, Stockholder Representative and the Parent Indemnitee may seek legal redress in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on accordance with the terms and subject to the provisions of this Agreement.

Direct Claims. Any Action by an Indemnified Party Indemnitee on account of a Loss which that does not result from a Third Party Claim (a “Direct Claim”) shall must be asserted by the Indemnified Party giving the Indemnifying Party Indemnitee as soon as is reasonably prompt written notice thereof, but in any event not later than thirty (30) days practicable after the Indemnified Party Indemnitee becomes aware of such Direct Claim. The , but no delay in, or failure to give such prompt written notice shall not, however, will adversely affect any of the other rights or remedies of the Indemnitee or alter or relieve the Indemnifying Party Indemnitor of its indemnification obligations, except and only obligation to indemnify the Indemnitee to the extent that the Indemnifying Party is such delay or failure has not materially prejudiced by reason of such failurethe Indemnitor. Such notice by the Indemnified Party shall Indemnitee must describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof detail and shall will indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified PartyIndemnitee. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. The Indemnified Party Indemnitee shall allow the Indemnifying Party Indemnitor and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party Indemnitee shall assist the Indemnifying PartyIndemnitor’s investigation by giving such information and assistance (including reasonable access to the Indemnified Party’s or Company’s 's premises and personnel, as applicable, personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party Indemnitee or any of its professional advisors may reasonably request. Within 20 Business Days after being notified of any such Direct Claim, the Indemnitor must notify the Indemnitee of whether or not such Indemnitor disputes its liability for such Direct Claim. If the Indemnifying Party Indemnitor does not so respond notify the Indemnitee that it disputes its liability for such Direct Claim within such thirty (30) day 20-Business Day period, the Indemnifying Party shall Direct Claim specified by such Indemnitee in its notice to the Indemnitor thereof will be conclusively deemed to have rejected such claim, in which case be a liability of the Indemnified Party shall Indemnitor and the Indemnitor will be free obligated to pursue such remedies as may be available to the Indemnified Party on the terms and subject make payment therefor according to the provisions of this AgreementSection 8.5; provided, however, that if the amount of such liability is not then determinable, the Indemnitor will be obligated to make payment therefor according to the provisions of Section 8.5 when the amount of such liability is agreed to by the Indemnitor and the Indemnitee or is finally adjudicated.

Direct Claims. Any Action by an Indemnified Party Indemnitee on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party Indemnitee giving the Indemnifying Party reasonably prompt written notice thereofof the Direct Claim, but in any event not later than thirty (30) days after the Indemnified Party Indemnitee 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 is materially prejudiced forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party Indemnitee shall describe the Direct 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 sustained by the Indemnified PartyIndemnitee. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. The Indemnified Party During such thirty (30) day period, the Indemnitee shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim Claim, and the Indemnified Party Indemnitee shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Indemnifying Party’s or Company’s premises and personnel, as applicable, personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its their professional advisors may reasonably request. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party Indemnitee shall be free to pursue such remedies as may be available to the Indemnified Party Indemnitee on the terms and subject to the provisions of this Agreement.

Direct Claims. Any 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 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 is materially prejudiced forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct 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 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. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including {W5940181.1} access to the Indemnified Party’s or Company’s premises and personnel, as applicable, personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected accepted such claim, in which case the Indemnified Party shall be free entitled to pursue indemnification for such remedies as may be available to the Indemnified Party Direct Claim on the terms and subject to the provisions of this Agreement.

Direct Claims. Any 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 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 is materially prejudiced forfeits rights or defences by reason of such failure. Such notice by the Indemnified Party shall describe the Direct 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 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. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including reasonable access to the Indemnified Party’s or CompanyVendors’ Clinic’s premises and personnel, as applicable, personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have 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 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 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 is materially prejudiced forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct 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 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. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including reasonable access to the Indemnified Party’s or Company’s premises and personnel, as applicable, personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such claim. In the event any Direct Claim is rejected or deemed to be rejected, in which case or the Indemnified Party parties are not otherwise able to settle such Direct Claim, each of the parties shall be free to pursue such rights and remedies as may be available to the Indemnified Party on the terms and them at law or in equity subject to the provisions of this AgreementArticle VIII.

Direct Claims. Any 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 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 that, such failure results in any material prejudice to the Indemnifying Party is materially prejudiced by reason of such failureParty. Such notice by the Indemnified Party shall describe the Direct 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 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. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s or Company’s premises and personnel, as applicable, and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have 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 Action by an Indemnified Party Person on account of a Loss an Adverse Consequence which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party Person giving the Indemnifying Party Person reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after the Indemnified Party Person becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party Person of its indemnification obligations, except and only to the extent that the Indemnifying Party is materially prejudiced Person forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party Person shall describe the Direct 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 Adverse Consequences that has have been or may be sustained by the Indemnified PartyPerson. The Indemnifying Party Person shall have thirty (30) calendar days after its receipt of such notice to respond in writing to such Direct Claim. The Indemnified Party Person shall allow the Indemnifying Party Person and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party Person shall assist the Indemnifying PartyPerson’s investigation by giving such information and assistance (including access to the Indemnified Party’s or Company’s premises and personnel, as applicable, personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party Person or any of its professional advisors may reasonably request. If the Indemnifying Party Person does not so respond within such thirty (30) calendar day period, the Indemnifying Party Person shall be deemed to have rejected such claim, in which case the Indemnified Party Person shall be free to pursue such remedies as may be available to the Indemnified Party Person on the terms and subject to the provisions of this Agreement.

Direct Claims. Any 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 thereof, but in any event not later than thirty (30) days 30days 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 is materially prejudiced forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct 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 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. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s or Company’s premises and personnel, as applicable, personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have 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 Action by an In the event any Buyer Indemnified Party on account (each an “Indemnitee”) shall claim indemnification hereunder for any claim (other than a Third-Party Claim) for which indemnification is provided in Section 7.2 above, the Indemnitee shall reasonably promptly, and in any event within thirty (30) days, after it becomes aware of a Loss which does not result from a Third Party Claim facts that such Indemnitee reasonably believes may give rise to the basis for such claim, give written notice (a “Direct ClaimClaim Notice”) to the Party from whom indemnity is sought (each, an “Indemnitor”) setting forth the basis for such claim, including a reference to the provisions of this Agreement in respect of which the Indemnitee is entitled to indemnification hereunder, and the nature and estimated amount of such claim, all in reasonable detail; provided that the failure to reasonably promptly provide such notice shall be asserted by not affect the Indemnified Party giving rights of such Indemnitee to indemnification pursuant to this ARTICLE VII, except to the Indemnifying Party reasonably prompt written notice thereofextent that the Indemnitor shall have been actually and materially prejudiced thereby. If the applicable Indemnitor disputes any claim set forth in the Direct Claim Notice, but it shall promptly, and in any event not later than within thirty (30) days after receipt of the Indemnified Party becomes aware Direct Claim Notice, deliver to the Indemnitee that has given the Direct Claim Notice a written notice indicating its dispute of such Direct Claim. The failure to give Claim Notice and its basis for such prompt written notice dispute, and the applicable Parties shall not, however, relieve the Indemnifying Party attempt in good faith for a period of its indemnification obligations, except and only to the extent that the Indemnifying Party is materially prejudiced by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt to agree upon the rights of such notice to respond in writing the respective Parties with respect to such Direct Claim. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s or Company’s premises and personnel, as applicable, and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably requestNotice. If the Indemnifying Party does not so respond within no such agreement can be reached after good faith negotiation during 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 Parties may pursue such all other remedies as may be available to the Indemnified Party on the terms and subject to the provisions of them at Law or equity in accordance with this Agreement.

Direct Claims. Any Action by an Indemnified Party on account of a Loss which does not result from a Third Third-Party Claim (each, a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice 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 is materially prejudiced forfeits rights or defences by reason of such failure. Such notice by the Indemnified Party shall describe the Direct 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 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. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim Claim, and the Indemnified Party shall assist the Indemnifying Party’s 's investigation by giving such information and assistance (including access to the Indemnified Party’s or Company’s Target Corporation’ premises and personnel, as applicable, personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such thirty (30) 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 Action The following procedures will apply to any claim for indemnification by an Indemnified Party on account of a Loss which that does not result from involve a Third Party Claim Claim. (a) An Indemnified Party will deliver a notice to the Indemnifying Party (a “Direct Notice of Claim”) shall as soon as practicable, but in no event later than sixty (60) days, after the Indemnified Party determines that it is or may be asserted entitled to indemnification pursuant to this Agreement; provided, however, that failure to provide notice will not prejudice the Indemnified Party’s right to indemnity, except to the extent the Indemnifying Party is prejudiced by the Indemnified Party giving Party’s failure to give such notice. (b) If the Indemnifying Party reasonably prompt written disputes (x) its obligation to indemnify the Indemnified Party in respect of any indemnification claim set forth in a Notice of Claim, or (y) the amount of such indemnification claim set forth in a Notice of Claim (the “Indemnity Claim Amount”), the Indemnifying Party will deliver to the Indemnified Party a dispute notice thereof(“Indemnification Dispute Notice”) as soon as practicable, but in any no event not later than thirty (30) days days, after the Indemnified Party becomes aware Notice 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 If no Indemnification Dispute Notice is materially prejudiced by reason of such failure. Such notice by the Indemnified Party shall describe the Direct 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 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. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s or Company’s premises and personnel, as applicable, and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond given within such thirty (30) day period, the Indemnifying Party shall validity of the claim for indemnification and the amount of such claim, each as set forth in the Notice of Claim, will be deemed to have rejected be agreed, effective on the first (1st) day following such claimthirty (30) day period, and the amount of such claim as set forth in the Notice of Claim will immediately be payable by the Indemnifying Party. If an Indemnification Dispute Notice is given within such thirty (30) day period, then: (c) The portion, if any, of the amount of such claim which case is not disputed in the Indemnification Dispute Notice will immediately be payable by the Indemnifying Party. (d) NorthWestern and PSE will negotiate in good faith to settle the dispute, and the portion, if any, of the claim amount which NorthWestern and PSE agree in writing is payable will be immediately payable by the Indemnifying Party. (e) If NorthWestern and PSE are unable to resolve any portion of the Indemnity Claim Amount within two (2) months following the date the Indemnification Dispute Notice is given, either NorthWestern or PSE may initiate proceedings in accordance with Section 8.10 or Section 10.2 (as applicable) to obtain resolution of the dispute. (f) If neither NorthWestern nor PSE initiates proceedings under Section 8.10 or Section 10.2 in respect of the dispute within twelve (12) months following the date the Indemnification Dispute Notice is given, the portion of the claim amount which is disputed will not be payable, and the Indemnified Party shall will have no further right, under this Agreement, to seek to recover such amount from the Indemnifying Party. (g) If NorthWestern or PSE initiates proceedings under Section 8.10 or Section 10.2 within the twelve (12) month period specified in Section 8.14(f), the amount, if any, determined in a written final order in such proceedings (“Final Order”) as payable by the Indemnifying Party will be free to pursue such remedies as may be available to payable by the Indemnified Party on as of the terms and subject to the provisions date of this Agreementsuch Final Order.

Direct Claims. Any Action claim by an the Indemnified Party Parties on account of a Loss which does not result from a Third Party Third-party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party Parties giving the Indemnifying Party reasonably Purchaser prompt written notice 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 Purchaser of its indemnification obligations, except and only to the extent that the Indemnifying Party is materially prejudiced Purchaser forfeits rights or defences by reason of such failure. Such notice by the Indemnified Party Parties shall (i) describe the Direct Claim in reasonable detail, shall (ii) include copies of all material written evidence thereof and shall (iii) indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified PartyParties. The Indemnifying Party Purchaser shall have thirty (30) 30 days after its receipt of such notice to respond in writing to such Direct Claim. The During such 30- day period, the Indemnified Party Parties shall allow the Indemnifying Party Purchaser and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party Parties shall assist the Indemnifying PartyPurchaser’s investigation by giving such information and assistance (including access to the Indemnified Party’s or Company’s Corporations’ premises and personnel, as applicable, personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party Purchaser or any of its professional advisors may reasonably request. If the Indemnifying Party Purchaser does not so respond within such thirty (30) -day period, the Indemnifying Party Purchaser shall be deemed to have rejected such claim, in which case the Indemnified Party Parties shall be free to pursue such remedies as may be available to the Indemnified Party Parties on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Action by In the event that an Indemnified Party on account of understands that it has suffered a Loss which that does not result from involve a Third Party Claim (a “"Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice 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 is materially prejudiced by reason of such failure. Such notice by the Indemnified Party shall notify, within 15 (fifteen) Business Days in writing, the Indemnifying Party (Notice of Indemnification). The Notice of Indemnification shall describe the Direct Claim in reasonable detailLoss, submit the provisions of this Agreement from which the right of indemnification shall take place, include copies of all material the available written evidence thereof documents and shall indicate the estimated amount, if reasonably practicablepossible, of the Loss that has been or may be sustained suffered by the Indemnified Party. Failure to Notice The Loss of the Indemnified Party within the period indicated above shall not exempt the Indemnifying Party from the obligation to indemnify the Indemnified Party for such Loss except to the extent that such Default adversely affects the indemnifying Party's ability to defend itself against the claim in question. 13.5.1. The Indemnifying Party shall have a period of thirty (30) days after its receipt of such notice Working Days to respond in writing to such Direct Claim. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect Notice 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 or Company’s premises and personnel, as applicable, and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably requestIndemnification. If the Indemnifying Party does not so respond (a) agrees to the terms of the Notice of Indemnification or ceases to send a response to the Notice of Indemnification within such thirty (30) day the indicated period, payment of such Loss shall be made in the form of Clause 13.8 below; (b) express, in writing and in writing and in a well-grounded manner, its disagreement with the terms of the Notice of Indemnification within the said period of 30 (thirty) Business Days, the indemnification shall be deemed due when (b.i) the settlement of the impasse relating to such obligation to indemnify the Loss through mutual agreement between the Indemnified Party and the Indemnifying Party shall be deemed to have rejected such claimor (b.ii) date of the final decision , in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on accordance with the terms of Clause 15 below; and subject to in any case it will be paid in the provisions form of this AgreementClause 13.8 below.

Direct Claims. Any 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 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 is materially prejudiced forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct 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 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. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s or Company’s premises and personnel, as applicable, personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have 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 Action The following procedures will apply to any claim for indemnification by an Indemnified Party on account of a Loss which that does not result from involve a Third Party Claim Claim. (a) An Indemnified Party will deliver a notice to the Indemnifying Party (a “Direct Notice of Claim”) shall as soon as practicable, but in no event later than sixty (60) days, after the Indemnified Party determines that it is or may be asserted entitled to indemnification pursuant to this Agreement; provided, however, that failure to provide notice will not prejudice the Indemnified Party’s right to indemnity, except to the extent the Indemnifying Party is prejudiced by the Indemnified Party giving Party’s failure to give such notice. (b) If the Indemnifying Party reasonably prompt written disputes (x) its obligation to indemnify the Indemnified Party in respect of any indemnification claim set forth in a Notice of Claim, or (y) the amount of such indemnification claim set forth in a Notice of Claim (the “Indemnity Claim Amount”), the Indemnifying Party will deliver to the Indemnified Party a dispute notice thereof(“Indemnification Dispute Notice”) as soon as practicable, but in any no event not later than thirty (30) days days, after the Indemnified Party becomes aware Notice 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 If no Indemnification Dispute Notice is materially prejudiced by reason of such failure. Such notice by the Indemnified Party shall describe the Direct 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 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. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s or Company’s premises and personnel, as applicable, and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond given within such thirty (30) day period, the Indemnifying Party shall validity of the claim for indemnification and the amount of such claim, each as set forth in the Notice of Claim, will be deemed to have rejected be agreed, effective on the first (1st) day following such claimthirty (30) day period, and the amount of such claim as set forth in the Notice of Claim will immediately be payable by the Indemnifying Party. If an Indemnification Dispute Notice is given within such thirty (30) day period, then: (c) The portion, if any, of the amount of such claim which case is not disputed in the Indemnification Dispute Notice will immediately be payable by the Indemnifying Party. (d) NorthWestern and Avista will negotiate in good faith to settle the dispute, and the portion, if any, of the claim amount which NorthWestern and Avista agree in writing is payable will be immediately payable by the Indemnifying Party. (e) If NorthWestern and Avista are unable to resolve any portion of the Indemnity Claim Amount within two (2) months following the date the Indemnification Dispute Notice is given, either NorthWestern or Avista may initiate proceedings in accordance with Section 8.10 or Section 10.2 (as applicable) to obtain resolution of the dispute. (f) If neither NorthWestern nor Avista initiates proceedings under Section 8.10 or Section 10.2 in respect of the dispute within twelve (12) months following the date the Indemnification Dispute Notice is given, the portion of the claim amount which is disputed will not be payable, and the Indemnified Party shall will have no further right, under this Agreement, to seek to recover such amount from the Indemnifying Party. (g) If NorthWestern or Avista initiates proceedings under Section 8.10 or Section 10.2 within the twelve (12) month period specified in Section 8.14(f), the amount, if any, determined in a written final order in such proceedings (“Final Order”) as payable by the Indemnifying Party will be free to pursue such remedies as may be available to payable by the Indemnified Party on as of the terms and subject to the provisions date of this Agreementsuch Final Order.

Direct Claims. Any Action by an In any case in which a Buyer Indemnified Party on account seeks indemnification hereunder which is not subject to Section 7.2, the Buyer Indemnified Party will notify the Sellers’ Representative or the applicable Company Seller, as the case may be, in writing of a Loss any Losses which such Buyer Indemnified Party claims are subject to indemnification under the terms hereof. Such notification must state in reasonable detail, to the extent such information is reasonably available, the nature, amount and circumstances of such claim, and be accompanied by any other documentation or information reasonably required by the Sellers’ Representative or the applicable Company Seller, as the case may be, to evaluate the claim. Subject to the limitations set forth in this Article VII, if the Sellers’ Representative or the applicable Company Seller, as the case may be, does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by notify the Buyer Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than writing within thirty (30) days after receipt of the Indemnified Party becomes aware written notification that the Sellers’ Representative or the applicable Company Seller, as the case may be, disputes all or any portion of such Direct Claim. The failure to give claim, the amount of such prompt written notice undisputed claim shall not, however, relieve be conclusively deemed a liability of the Indemnifying Party of its indemnification obligations, except and only hereunder (subject to the extent that the Indemnifying Party limitations on liability set forth in Section 7.5 hereof). In case an objection is materially prejudiced by reason of such failure. Such notice made in writing by the Sellers’ Representative or the applicable Company Seller, as the case may be, within such thirty (30)-day period, the Buyer Indemnified Party shall describe the Direct 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 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. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise a written statement 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 or Company’s premises and personnel, as applicable, and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably requestobjection. If the Indemnifying Buyer Indemnified Party does so responds, or the time to respond has expired, and there remains a dispute as to any claim, the Buyer Indemnified Party and the Sellers’ Representative or the applicable Company Seller, as the case may be, shall attempt in good faith for thirty (30) days to agree upon the rights of the respective parties with respect to each such claim. If the Buyer Indemnified Party and the Sellers’ Representative or the applicable Company Seller, as the case may be, do not so respond agree within such thirty (30) day 30)-day period, each of the Indemnifying Party shall be deemed to have rejected such claim, in which case the Buyer Indemnified Party shall be free to pursue and the Sellers’ Representative or the applicable Company Seller, as the case may be, may take such actions and assert such rights, remedies and defenses as may then be available to the Indemnified Party on it under the terms and subject to the provisions of this Agreement.

Direct Claims. Any Action claim by an Indemnified Party Indemnitee on account of a Loss Losses which does not result from a Third Third-Party Claim (a “Direct Claim”) shall will be asserted by the Indemnified Party giving the Indemnifying Party Indemnitor reasonably prompt written notice thereofthereof (such notice, but in any event not later than thirty (30a “Direct Claim Notice”) 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 prior to the extent that expiration of the Indemnifying Party is materially prejudiced by reason of such failureapplicable survival limitations hereunder, including without limitation the Limitation Date (as applicable) and those limitations set forth in this in Article VI. Such notice by the Indemnified Party shall A Direct Claim Notice will describe the Direct Claim in reasonable detail, shall will include copies of all material available written evidence thereof and shall will indicate the estimated amount, if reasonably practicable, of the Loss Losses that has have been or may be sustained by the Indemnified PartyIndemnitee. The Indemnifying Party shall Indemnitor will have a period of thirty (30) days after following its receipt of such notice the Direct Claim Notice to respond in writing to such Direct Claim. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s or Company’s premises and personnel, as applicable, and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party Indemnitor does not so respond within such thirty (30) day period, the Indemnifying Party shall Indemnitor will be deemed to have rejected such claim, in which case event the Indemnified Party shall Indemnitor and Indemnitee will each be free to pursue such remedies as may be available to such party on the Indemnified Party terms and subject to the provisions of this Agreement. If an objection is timely interposed by the Indemnitor, then the Indemnitee and the Indemnitor shall negotiate in good faith for a period of thirty (30) Business Days from the date the Indemnitee receives such objection (such period, or such longer period as agreed in writing by the parties, is hereinafter referred to as the “Negotiation Period”). If the Negotiation Period has not resulted in a resolution of the Direct Claim that is the subject of the Direct Claim Notice prior to the expiration thereof, the Indemnitor or the Indemnitee may submit the dispute for resolution to a court of competent jurisdiction in accordance with Sections 9.14 and 9.15 hereof and each will be free to pursue such remedies as may be available to them on the terms and subject to the provisions of this Agreement.

Direct Claims. Any 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 thereof, but in any event not later than thirty fifteen (3015) 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 is actually and materially prejudiced by reason of such failurethereby. Such notice by the Indemnified Party shall describe the Direct 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 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. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s or Company’s premises and personnel, as applicable, personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have 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 Action The following procedures will apply to any claim for indemnification by an Indemnified Party on account of a Loss which that does not result from involve a Third Party Claim Claim. (a) An Indemnified Party will deliver a notice to the Indemnifying Party (a “Direct Notice of Claim”) shall as soon as practicable, but in no event later than sixty (60) days, after the Indemnified Party determines that it is or may be asserted entitled to indemnification pursuant to this Agreement; provided, however, that failure to provide notice will not prejudice the Indemnified Party’s right to indemnity, except to the extent the Indemnifying Party prejudiced by the Indemnified Party giving Party’s failure to give such notice. (b) If the Indemnifying Party reasonably prompt written disputes (i) its obligation to indemnify the Indemnified Party in respect of any indemnification claim set forth in a Notice of Claim, or (ii) the amount of such indemnification claim set forth in a Notice of Claim (the “Indemnity Claim Amount”), a dispute notice thereof(“Indemnification Dispute Notice”) will be given as soon as practicable, but in any no event not later than thirty (30) days days, after the Indemnified Party becomes aware Notice 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 If no Indemnification Dispute Notice is materially prejudiced by reason of such failure. Such notice by the Indemnified Party shall describe the Direct 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 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. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s or Company’s premises and personnel, as applicable, and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond given within such thirty (30) day period, the Indemnifying Party shall validity of the claim for indemnification and the amount of such claim, each as set forth in the Notice of Claim, will be deemed to have rejected be agreed, effective on the first (1st) day following such claimthirty (30) day period, and the amount of such claim as set forth in the Notice of Claim will immediately be payable by the Indemnifying Party. If an Indemnification Dispute Notice is given within such thirty (30) day period, then: (i) The portion, if any, of the amount of such claim which case is not disputed in the Indemnification Dispute Notice will immediately be payable by the Indemnifying Party. (ii) Buyer and Seller will negotiate in good faith to settle the dispute, and the portion, if any, of the claim amount which Buyer and Seller agree in writing is payable will be immediately payable by the Indemnifying Party. (iii) If Buyer and Seller are unable to resolve any portion of the Indemnity Claim Amount within two (2) months following the date the Indemnification Dispute Notice is given, either Buyer or Seller may initiate proceedings in accordance with Section 9.4 to obtain resolution of the dispute. (iv) If neither Buyer nor Seller initiates legal proceedings in respect of the dispute within twelve (12) months following the date the Indemnification Dispute Notice is given, the portion of the claim amount which is disputed will not be payable, and the Indemnified Party shall will have no further right, under this Agreement, to seek to recover such amount from the Indemnifying Party. (v) If Buyer or Seller initiates legal proceedings within the twelve (12) month period specified in Section 9.5(b)(iv), the amount, if any, determined in a written final order of a court of competent jurisdiction or final non-appealable decision of an arbitrator (“Final Order”) as payable by the Indemnifying Party will be free to pursue such remedies as may be available to payable by the Indemnified Party on as of the terms and subject to the provisions date of this Agreementsuch Final Order.

Direct Claims. Any Action by an If any Indemnified Party on account of should have a Loss which claim against any Indemnifying Party under this Article 10 that does not result from involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party (any such claim, a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice 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 is materially prejudiced by reason of such failure. Such notice by the Indemnified Party shall describe the deliver notice of such Direct Claim with reasonable promptness (but no later than [***] calendar days following the Indemnified Party becoming aware of such claim) to the Indemnifying Party (which notice shall set forth in reasonable detail, shall include copies of all material written evidence thereof detail the basis upon which such Indemnified Party believes it is entitled to indemnification pursuant to this Article 10 and shall indicate the estimated amountamount of Damages, if reasonably practicable, of the Loss that has been or may be sustained by it is seeking recovery from the Indemnified Party. The ); provided, that the failure to give such notification shall not affect the indemnification provided under this Agreement except to the extent the Indemnifying Party shall have thirty (30) days after its receipt actually been materially prejudiced as a result of such notice to respond in writing to such Direct Claim. The Indemnified Party shall allow the Indemnifying Party failure and its professional advisors to investigate the matter or circumstance alleged to give rise then only 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 or Company’s premises and personnel, as applicable, and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably requestprejudice. If the Indemnifying Party does not so respond notify the Indemnified Party within [***] days following its receipt of such thirty (30) day periodnotice that the Indemnifying Party disputes its liability to the Indemnified ACTIVE/123404471.12 Party under the applicable provisions of this Article 10, such Direct Claim specified in such notice shall be conclusively deemed a liability of the Indemnifying Party under the applicable provision of this Article 10, and the Indemnifying Party shall be deemed to have rejected pay the amount of such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available liability to the Indemnified Party on demand or, in the terms case of any notice in which the amount of the Direct Claim (or any portion thereof) is estimated, on such later date when the amount of such Direct Claim (or such portion thereof) becomes finally determined. If the Indemnifying Party has timely disputed its liability with respect to such Direct Claim as provided above, the Indemnifying Party and subject the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute within the [***] day period after the Indemnifying party delivers notice of such dispute, and, if not resolved through negotiations within the [***] day period, then either Party may initiate a litigation in an appropriate court of competent jurisdiction with respect to the provisions subject matter of such Direct Claim in accordance with this Agreement.

Direct Claims. Any Action by an Indemnified In the event any Indemnitee has a claim under this ARTICLE VIII against any Indemnifying Party on account of a Loss which that does not result from involve a Third Party Claim Claim, the Indemnitee shall promptly give written notice (a the “Direct ClaimIndemnity Notice”) shall be asserted by describing the Indemnified Party giving the Indemnifying Party reasonably prompt written notice 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 is materially prejudiced by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate indicating the estimated amount and methodology for determining such amount, if reasonably practicable, of the indemnifiable Loss that has been or may be sustained by the Indemnified PartyIndemnitee and the provision or provisions under this Agreement or any document executed and delivered pursuant hereto upon which such claim is based, including copies of all relevant information and documents to the Indemnifying Party within a period of thirty (30) days following the discovery of the claim by the Indemnitee (the “Claim Notice Period”). The failure by any Indemnitee to give the Indemnity Notice within the Claim Notice Period shall not impair the Indemnitee’s rights hereunder or relieve the Indemnifying Party of its obligations hereunder except to the extent that an Indemnifying Party demonstrates that it has been prejudiced thereby. The Indemnifying Party shall have will notify the Indemnitee within a period of thirty (30) days after its the receipt of such notice to respond in writing to such Direct Claim. The Indemnified Party shall allow the Indemnity Notice by the Indemnifying Party and its professional advisors to investigate (the matter or circumstance alleged to give rise to the Direct Claim, and “Indemnity Response Period”) 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 or Company’s premises and personnel, as applicable, and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of disputes its professional advisors may reasonably requestliability to the Indemnitee under this ARTICLE VIII with respect to such claim. If the Indemnifying Party does not so respond notifies the Indemnitee within the Indemnity Response Period that the Indemnifying Party disputes its liability with respect to such thirty (30) day periodclaim, the Indemnifying Party and the Indemnitee will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within a period of sixty (60) days from the date of such notice from the Indemnifying Party, such dispute shall be deemed resolved pursuant to have rejected such claim, in applicable Law and the amount of indemnification to which case the Indemnified Party an Indemnitee shall be free to pursue such remedies entitled under this ARTICLE VIII shall be determined upon the entry of a final non-appealable judgment or decree of any court of competent jurisdiction or as may be available to otherwise agreed by the Indemnified Party on the terms and subject to the provisions of this AgreementParties in writing.

Direct Claims. Any 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 thereof, but in any event not later than thirty sixty (3060) 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 is materially prejudiced forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct 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 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. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s or Company’s premises and personnel, as applicable, personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have 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 Action by If an Indemnified Party on account of has a Loss which claim for indemnification hereunder that does not result from involve a Third Party Claim (a “Direct Claim”) shall be asserted by ), the Indemnified Party giving shall give the Indemnifying Party reasonably prompt written notice 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 demonstrates that the Indemnifying Party’s ability to defend or resolve such Direct Claim is materially prejudiced by reason of such failureand adversely affected thereby. Such notice by the Indemnified Party shall describe in reasonable detail (based on information then available to the Indemnified Party) the Direct 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 sustained by the Indemnified PartyParty (the “Claimed Amount”). The Indemnifying Party shall have Within thirty (30) days after its receipt delivery of such notice to respond in writing to such Direct Claim. The Indemnified Party shall allow notice, the Indemnifying Party and its professional advisors shall deliver 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 or Company’s premises and personnel, as applicable, and the right to examine and copy any accounts, documents or records) as a written response in which the Indemnifying Party shall (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party of the Claimed Amount), (ii) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case such response shall be accompanied by payment by the Indemnifying Party of the Agreed Amount), or (iii) in good faith dispute that the Indemnified Party is entitled to receive any of its professional advisors may reasonably requestthe Claimed Amount. If the Indemnifying Party does not so respond within such thirty (30) day periodtimely disputes the payment of all or part of the Claimed Amount, then the Indemnifying Party shall be deemed to have rejected such claim, in which case and the Indemnified Party shall be free to pursue such remedies as may be assert all rights available to the Indemnified Party on the terms and subject to the provisions of this Agreementsuch party hereunder.

Direct Claims. Any Action 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 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 is materially prejudiced forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct 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 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. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified PartyBank’s or Company’s premises and personnel, as applicable, personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have 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 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 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 Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party is materially prejudiced forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct 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 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. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s or Company’s premises and personnel, as applicable, personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such thirty (30) -day period, the Indemnifying Party shall be deemed to have 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 Action by an In the event any Indemnified Party on account of discovers any matter that it has determined has given our could reasonably be expected to give rise to a Loss which claim under Section 9.2 against any Indemnifying Party that does not result from involve a Third Party Claim (a “Direct Claim”) shall be asserted by , the Indemnified Party giving shall promptly deliver an Indemnity Notice to the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) days after the Indemnified Party becomes aware has made such determination describing in reasonable detail the facts giving rise to the claim for indemnification hereunder and shall include (if then known) the amount or method of computation of the amount of such Direct Claimclaim, and a reference to the provision of this Agreement upon which such claim is based. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party shall not be relieved of its indemnification obligationsobligations to indemnify the Indemnified Party with respect to such claim if the Indemnified Party fails to timely deliver the Indemnity Notice, except if and only to the extent that the Indemnifying Party is materially actually prejudiced by reason thereby. Following receipt of such failure. Such notice by an Indemnity Notice, the Indemnified Party shall describe the Direct 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 sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt from the date it receives such Indemnity Notice (the “Dispute Period”) to make such investigation of such notice to respond in writing to such Direct Claim. The Indemnified Party shall allow the claim as the Indemnifying Party and its professional advisors to investigate the matter deems necessary or circumstance alleged to give rise to the Direct Claimdesirable. For purposes of such investigation, 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 make available to the Indemnified Party’s or Company’s premises and personnel, as applicable, and the right to examine and copy any accounts, documents or records) as the Indemnifying Party all the material information related to such claim relied upon by, or any of its professional advisors may reasonably requestin the possession or control of, the Indemnified Party to substantiate such claim, to the extent such information is not subject to the attorney-client privilege or confidentiality obligations to a third party. If the Indemnifying Party does not so respond within disagrees with the validity or amount of all or a portion of such thirty (30) day periodclaim made by the Indemnified Party, 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 deliver to the Indemnified Party written notice thereof (the “Dispute Notice”) prior to the expiration of the Dispute Period. If no Dispute Notice is received by the Indemnified Party within the Dispute Period or if the Indemnifying Party provides notice that it does not have a dispute with respect to such claim, such claim will be deemed approved and consented to by the Indemnifying Party (such claim being referred to herein as an “Approved Indemnification Claim”). If a Dispute Notice is received by the Indemnified Party within the Dispute Period and the Indemnified Party and the Indemnifying Party do not agree to the validity and/or amount of such disputed claim, no payment on the terms and subject disputed portion of the claim will be made to the provisions Indemnified Party until such dispute is resolved, whether by adjudication of this Agreementsuch matter, agreement between the Indemnified Party and the Indemnifying Party or otherwise.

Direct Claims. Any Action claim by an Indemnified Party on account of a with respect to any Loss which does not arise or result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice 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 is materially prejudiced by reason forfeits material rights or material defenses because of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof detail and shall indicate the estimated amount, if reasonably practicable, of the Loss Losses that has have been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. The Indemnified Party shall allow During the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claimthirty (30) day period, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall reasonably cooperate and assist the Indemnifying Party’s investigation by giving Party in determining the validity and amount of such information and assistance (including access to the Indemnified Party’s or Company’s premises and personnel, as applicable, and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably requestDirect Claim. If the Indemnifying Party does not so respond within such thirty (30) day period, by delivery of notice disputing the basis or amount of the Direct Claim, the Indemnifying Party shall be is deemed to have rejected such claim, in which case the Indemnified Party shall be is 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 has timely disputed its indemnity obligation for any Losses with respect to such Direct Claim, the Parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute may resolved by litigation in an appropriate court of jurisdiction determined pursuant to this Agreement. Limitations on Indemnification Obligations‌ (a) Subject to the other limitations contained in this Section 8.05, neither Buyer nor Buyer Indemnified Persons is entitled to indemnification pursuant to Section 8.02(a) (other than for an intentional breach of any agreement or covenant contained in this Agreement) unless the aggregate amount of Losses incurred by Buyer and Buyer Indemnified Persons under this Agreement exceeds One Percent (1%) of the Purchase Price in the aggregate (the “Threshold Amount”), in which case Seller shall then be liable for Losses in excess of the Threshold Amount; provided, however, that the foregoing limitations contained in this Section 8.05(a) shall not apply to any claims for indemnification based on fraud, intentional misrepresentation or willful misconduct or pursuant to Section 8.02(c).‌ (b) Subject to the other limitations contained in this Section 8.05 neither Seller nor the Seller Indemnified Persons is entitled to indemnification pursuant to Section 8.03(a) (other than for an intentional breach of any agreement or covenant contained in this Agreement) unless the aggregate amount of Losses incurred by Seller and Seller Indemnified Persons under this Agreement exceeds the Threshold Amount, in which case Buyer shall then be liable for Losses in excess of the Threshold Amount; provided, however, that the foregoing limitations contained in this Section 8.05(a) shall not apply to any claims for indemnification based on fraud, intentional misrepresentation or willful misconduct or pursuant to Sections 8.03(c)(d) and (e). (c) Except in the case of fraud, intentional misrepresentation or willful misconduct (for which all applicable legal and equitable remedies will be available to Buyer), the Buyer Indemnified Parties shall only be entitled to assert claims under Section 8.02(a) (other than claims with respect to breaches of any of the Seller Fundamental Representations, which shall not be limited by this Section 8.05(c)) up to the aggregate amount of 5% of Purchase Price (the “Liability Cap”), which shall represent the sole and exclusive remedy of Buyer and the other Buyer Indemnified Parties for any such claims under Section 8.02(a) (other than claims with respect to breaches of any of the Seller Fundamental Representations, in the case of fraud, intentional misrepresentation or willful misconduct or pursuant to Section 8.02(c) which shall not be subject to the Liability Cap, but is capped at the Purchase Price).‌

Direct Claims. Any 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 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 is materially prejudiced forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct 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 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. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s or Company’s premises and personnel, as applicable, personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such claimaccepted it as a Liability, 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 Action by an Indemnified Party on account As soon as is reasonably practicable after becoming aware of a claim or Loss with respect to which indemnity may be claimed pursuant to the terms of this Agreement that does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by ), the Indemnified Party giving Person shall promptly give notice to the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) days after the Indemnified Party becomes aware Person of such Direct Claim. The failure to give such prompt written , which notice shall notinclude a description in reasonable detail of (a) the basis for and nature of such Direct Claim (including the facts constituting the basis therefor and the provisions of this Agreement implicated by such Direct Claim) and (b) a good-faith estimate of the amount the Indemnified Person estimates that it is entitled to receive hereunder with respect to such Direct Claim from the Indemnifying Person; provided, however, that the failure of the Indemnified Person to give prompt notice shall not relieve the any Indemnifying Party Person of its indemnification obligationsobligations under this Article XI, except unless and only to the extent that (if any) such failure actually prejudices the Indemnifying Party is materially prejudiced by reason Person. The Indemnifying Person will have a period of forty-five (45) calendar days within which to evaluate and respond in writing to any Direct Claim. If the Indemnifying Person does not notify the Indemnified Person of its objection to such failureDirect Claim within such forty-five (45) calendar-day period, the Indemnifying Person shall be deemed to have accepted and agreed with such Direct Claim. Such notice If the Indemnifying Person notifies the Indemnified Person of its objection to such Direct Claim within such forty-five (45) calendar days, the Indemnifying Person and the Indemnified Person shall, during the sixty (60) calendar days following receipt by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, Person of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice Person’s objection notice, attempt to respond in writing resolve their dispute with respect to such Direct Claim. The If the Indemnified Party shall allow Person and the Indemnifying Party and its professional advisors Person are unable to investigate the matter or circumstance alleged resolve their dispute with respect 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 Indemnified Party’s or Company’s premises and personnel, as applicable, and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such thirty sixty (3060) calendar-day period, the Indemnifying Party Indemnified Person shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free entitled to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of it under this Agreement.

Direct Claims. Any Action by an Indemnified Party on account of a Loss which does not result from a Third Third-Party Claim (each, a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice 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 is materially prejudiced forfeits rights or defences by reason of such failure. Such notice by the Indemnified Party shall describe the Direct 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 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. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s or Company’s Target Corporations’ premises and personnel, as applicable, personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such thirty (30) 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.