Common use of Indemnification Notice; Litigation Notice Clause in Contracts

Indemnification Notice; Litigation Notice. (a) If a party believes that it has suffered or incurred any Indemnity Loss for which it is entitled to indemnification pursuant to ‎Section ‎6.01 or ‎Section ‎6.02 (such party, the “Claimant”), such Claimant shall notify, as the case may be, (i) the Purchaser, in the event such Claimant is a Seller Indemnified Party, or (ii) the Seller, in the event such Claimant is a Purchaser Indemnified Party, promptly in writing (x) identifying the party or parties which such Claimant believes has or have an obligation to indemnify (the “Indemnifying Party”) and (y) describing such Indemnity Loss in reasonable detail, including the amount thereof, if known (or estimated amount as necessary) (such written notice, the “Indemnification Notice”). If any Proceeding is instituted by a third party against the Claimant with respect to which the Claimant intends to claim any Liability or expense as an Indemnity Loss under this ‎Article VI (a “Third Party Claim”), such Claimant shall promptly notify the Indemnifying Party in writing of such Third Party Claim describing such Indemnity Loss in reasonable detail, including the amount thereof, if known (or estimated amount as necessary) (such written notice, a “Litigation Notice”). For the avoidance of doubt, in the event that a Third Party Claim arises prior to the time an Indemnification Notice is issued by a Claimant, the Indemnification Notice and Litigation Notice may be combined into a single notice so long as such notice contains the information required in both an Indemnification Notice and a Litigation Notice. Notwithstanding the foregoing, the failure or delay to notifying the Indemnifying Party of any Indemnity Loss or Third Party Claim shall not affect the Claimant’s rights or the Indemnifying Party’s obligations hereunder, except to the extent that the Indemnifying Party demonstrates that it was materially and adversely prejudiced thereby. (b) If a claim is one that is asserted directly by the Claimant against an Indemnifying Party, within thirty (30) calendar days after receipt of the applicable Indemnification Notice, the Indemnifying Party shall, by written notice to the Claimant (a “Claim Response”), either concede or deny liability for the claim set forth in such Indemnification Notice. If an Indemnifying Party shall deny liability, in whole or in part, such Claim Response shall be accompanied by a reasonably detailed description of the basis for such denial. If an Indemnifying Party fails to deliver a Claim Response within such thirty (30) calendar day period by 5:00 p.m., Eastern time, on the last day of such period, such Indemnifying Party shall be deemed to have conceded, subject only to the limitations set forth herein, the entire amount of such claim and, subject to the limitations set forth in this ‎Article VI, the Claimant shall be entitled to the entire amount of such Indemnity Loss. If an Indemnifying Party denies liability for a claim, in whole or in part, the Purchaser and the Seller shall attempt to resolve such dispute as promptly as possible. If the Purchaser and the Seller 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 further appeal as provided in ‎Section ‎10.12.

Indemnification Notice; Litigation Notice. (a) If a party entitled to indemnity pursuant to Sections 7.01 or 7.02 (the “Claimant”) believes that it has suffered or incurred any Indemnity Loss for which Loss, it is entitled to indemnification pursuant to ‎Section ‎6.01 or ‎Section ‎6.02 (such party, the “Claimant”), such Claimant shall notify, as the case may be, (i) the Purchaser, in the event such Claimant is a Seller Indemnified Party, or (ii) the Seller, in the event such Claimant is a Purchaser Indemnified Party, promptly in writing (x) identifying so notify the party or parties which such the Claimant believes has or have an obligation to indemnify (the “Indemnifying Party”) and (y) promptly in writing describing such Indemnity Loss in reasonable detailloss or expense, including the amount thereof, if known known, and the method of computation of such loss or expense, all with reasonable particularity (or estimated amount as necessary) (such written notice, the “Indemnification Notice”). If any Proceeding action at Law, suit in equity, arbitration or administrative action is instituted by or against a third party against the Claimant with respect to which the Claimant intends to claim any Liability or expense as an Indemnity Loss under this ‎Article VI (a “Third Party Claim”)ARTICLE VII, such Claimant it shall promptly notify the Indemnifying Party in writing of such Third Party Claim action, matter or suit describing such Indemnity Loss in reasonable detailloss or expense, including the amount thereof, if known known, and the method of computation of such loss or expense, all with reasonable particularity (or estimated amount as necessary) (such written notice, a the “Litigation Notice”). For the avoidance ) in lieu of doubt, in the event that a Third Party Claim arises prior to the time an Indemnification Notice is issued by a ClaimantNotice. The delay in providing, or failure to provide, the Indemnification Notice and Litigation Notice may be combined into a single notice so long as such notice contains the information required in both an Indemnification Notice and a Litigation Notice. Notwithstanding the foregoing, the failure or delay to notifying shall not release the Indemnifying Party from any of any Indemnity Loss or Third Party Claim shall not affect the Claimant’s rights or the Indemnifying Party’s its obligations hereunderunder this ARTICLE VII, except to the extent that the Indemnifying Party demonstrates that it was is actually and materially and adversely prejudiced thereby. (b) If a . A claim is one that is asserted directly under this ARTICLE VII may be made by the Claimant against an Indemnifying Party, within thirty (30) calendar days after receipt of the applicable Indemnification Notice, the Indemnifying Party shall, by written notice to the Claimant (a “Claim Response”)Seller Representative or the Purchaser, either concede or deny liability for as the claim set forth in such Indemnification Notice. If an Indemnifying Party shall deny liability, in whole or in part, such Claim Response shall be accompanied by a reasonably detailed description of the basis for such denial. If an Indemnifying Party fails to deliver a Claim Response within such thirty (30) calendar day period by 5:00 p.m., Eastern time, on the last day of such period, such Indemnifying Party shall be deemed to have conceded, subject only to the limitations set forth herein, the entire amount of such claim and, subject to the limitations set forth in this ‎Article VI, the Claimant shall be entitled to the entire amount of such Indemnity Loss. If an Indemnifying Party denies liability for a claim, in whole or in part, the Purchaser and the Seller shall attempt to resolve such dispute as promptly as possible. If the Purchaser and the Seller fail to resolve such dispute within thirty (30) calendar days after receipt of the Claim Response corresponding to such dispute, any party case may commence appropriate legal Proceedings in order to obtain a final judgment of a court of competent jurisdiction that is not subject to further appeal as provided in ‎Section ‎10.12be.

Indemnification Notice; Litigation Notice. (a) If a party believes that it has suffered or incurred any Indemnity Loss for which it is entitled to indemnification pursuant to ‎Section ‎6.01 Section 6.1(a) or ‎Section ‎6.02 Section 6.1(b) (such party, the “Claimant”), such Claimant it shall notify, as so notify the case may be, (i) Party which the Purchaser, in the event such Claimant is a Seller Indemnified Party, or (ii) the Seller, in the event such Claimant is a Purchaser Indemnified Party, promptly in writing (x) identifying the party or parties which such Claimant believes has or have an obligation to indemnify (the “Indemnifying Party”) and (y) promptly in writing describing such Indemnity indemnification obligation and any Loss related thereto in reasonable detail, including detail and the amount thereof, if known known, all with reasonable particularity (or estimated amount as necessary) (such written notice, the “Indemnification Notice”); provided that any Indemnification Notice originating from Parent or Merger Sub only need to be delivered to the Stockholders’ Representative. If any Proceeding is instituted by or against a third party against the Claimant with respect to which the Claimant intends to claim any Liability or expense as an Indemnity a Loss under this ‎Article VI (a “Third Party Claim”)ARTICLE VI, such Claimant it shall promptly notify the Indemnifying Party in writing of such Third Party Claim Proceeding describing such Indemnity Loss in reasonable detailLoss, including the amount thereof, if known known, and the method of computation of such Loss, all with reasonable particularity (or estimated amount as necessary) (such written notice, a the “Litigation Notice”). For the avoidance ) in lieu of doubt, in the event an Indemnification Notice; provided that a Third Party Claim arises prior any Litigation Notice originating from Parent or Merger Sub only need to be delivered to the time Stockholders’ Representative. No failure or delay by the Claimant with respect to an Indemnification Notice is issued by or a Claimant, the Indemnification Notice and Litigation Notice may be combined into a single notice so long as in the performance of the foregoing shall reduce or otherwise affect the indemnification or reimbursement obligations hereunder, except and only to the extent that such notice contains the information required in both an Indemnification Notice and a Litigation Notice. Notwithstanding the foregoing, the failure or delay to notifying the Indemnifying Party of any Indemnity Loss or Third Party Claim shall not affect the Claimant’s rights or have adversely affected the Indemnifying Party’s obligations hereunderability to defend against, except to settle or satisfy any Loss for which the extent that the Indemnifying Party demonstrates that it was materially and adversely prejudiced thereby. (b) If a claim indemnified party is one that is asserted directly by the Claimant against an Indemnifying Party, within thirty (30) calendar days after receipt of the applicable Indemnification Notice, the Indemnifying Party shall, by written notice to the Claimant (a “Claim Response”), either concede or deny liability for the claim set forth in such Indemnification Notice. If an Indemnifying Party shall deny liability, in whole or in part, such Claim Response shall be accompanied by a reasonably detailed description of the basis for such denial. If an Indemnifying Party fails to deliver a Claim Response within such thirty (30) calendar day period by 5:00 p.m., Eastern time, on the last day of such period, such Indemnifying Party shall be deemed to have conceded, subject only to the limitations set forth herein, the entire amount of such claim and, subject to the limitations set forth in this ‎Article VI, the Claimant shall be entitled to the entire amount of such Indemnity Loss. If an Indemnifying Party denies liability for a claim, in whole indemnification or in part, the Purchaser and the Seller shall attempt to resolve such dispute as promptly as possible. If the Purchaser and the Seller 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 further appeal as provided in ‎Section ‎10.12reimbursement hereunder.

Indemnification Notice; Litigation Notice. (a) If a party believes entitled to indemnity pursuant to Section 6.1(a) or Section 6.1(b) (the “Claimant”) has actual knowledge that it has suffered or incurred any Indemnity Loss for which Loss, it is entitled to indemnification pursuant to ‎Section ‎6.01 or ‎Section ‎6.02 (such party, the “Claimant”), such Claimant shall notify, as the case may be, (i) the Purchaser, in the event such Claimant is a Seller Indemnified Party, or (ii) the Seller, in the event such Claimant is a Purchaser Indemnified Party, promptly in writing (x) identifying so notify the party or parties which such Claimant believes has or have an obligation to indemnify (the “Indemnifying Party”) and (y) promptly in writing describing such Indemnity Loss in reasonable detail, including the amount thereof, if known known, and the method of computation of such Loss, all with reasonable particularity (or estimated amount as necessary) (such written notice, the “Indemnification Notice”). If any Proceeding is instituted by or against a third party against the Claimant with respect to which the Claimant intends to claim any Liability or expense as an Indemnity a Loss under this ‎Article VI (a “Third Party Claim”)ARTICLE VI, such Claimant it shall promptly notify the Indemnifying Party in writing of such Third Party Claim Proceeding describing such Indemnity Loss in reasonable detailLoss, including the amount thereof, if known known, and the method of computation of such Loss, all with reasonable particularity (or estimated amount as necessary) (such written notice, a the “Litigation Notice”)) in lieu of an Indemnification Notice. For No failure or delay by the avoidance of doubt, in the event that a Third Party Claim arises prior Claimant with respect to the time an Indemnification Notice is issued by or a Claimant, the Indemnification Notice and Litigation Notice may be combined into a single notice so long as in the performance of the foregoing shall reduce or otherwise affect the indemnification or reimbursement obligations hereunder, except and only to the extent that such notice contains the information required in both an Indemnification Notice and a Litigation Notice. Notwithstanding the foregoing, the failure or delay to notifying the Indemnifying Party of any Indemnity Loss or Third Party Claim shall not affect the Claimant’s rights or have adversely affected the Indemnifying Party’s obligations hereunderability to defend against, except to settle or satisfy any Loss for which the extent that the Indemnifying Party demonstrates that it was materially and adversely prejudiced thereby. (b) If a claim indemnified party is one that is asserted directly by the Claimant against an Indemnifying Party, within thirty (30) calendar days after receipt of the applicable Indemnification Notice, the Indemnifying Party shall, by written notice to the Claimant (a “Claim Response”), either concede or deny liability for the claim set forth in such Indemnification Notice. If an Indemnifying Party shall deny liability, in whole or in part, such Claim Response shall be accompanied by a reasonably detailed description of the basis for such denial. If an Indemnifying Party fails to deliver a Claim Response within such thirty (30) calendar day period by 5:00 p.m., Eastern time, on the last day of such period, such Indemnifying Party shall be deemed to have conceded, subject only to the limitations set forth herein, the entire amount of such claim and, subject to the limitations set forth in this ‎Article VI, the Claimant shall be entitled to the entire amount of such Indemnity Loss. If an Indemnifying Party denies liability for a claim, in whole indemnification or in part, the Purchaser and the Seller shall attempt to resolve such dispute as promptly as possible. If the Purchaser and the Seller 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 further appeal as provided in ‎Section ‎10.12reimbursement hereunder.

Indemnification Notice; Litigation Notice. (a) If Subject to the provisions of Section 7.08, if a party entitled to indemnity pursuant to Section 7.01 or 7.02 (the “Claimant”) believes that it has suffered or incurred any Indemnity Loss for which Loss, it is entitled to indemnification pursuant to ‎Section ‎6.01 or ‎Section ‎6.02 (such party, the “Claimant”), such Claimant shall notify, as the case may be, (i) the Purchaser, in the event such Claimant is a Seller Indemnified Party, or (ii) the Seller, in the event such Claimant is a Purchaser Indemnified Party, promptly in writing (x) identifying so notify the party or parties which such the Claimant believes has or have an obligation to indemnify (the “Indemnifying Party”) and (y) promptly in writing describing such Indemnity Loss in reasonable detail, including the amount thereof, if known known, and the method of computation of such Indemnity Loss, all with reasonable particularity (or estimated amount as necessary) (such written notice, the “Indemnification Notice”). If Subject to the provisions of Section 7.08, if any Proceeding is instituted by or against a third party against the Claimant with respect to which the Claimant intends to claim any Liability or expense as an Indemnity Loss under this ‎Article VI (a “Third Party Claim”)ARTICLE VII, such Claimant it shall promptly notify the Indemnifying Party in writing of such Third Party Claim Proceeding describing such Indemnity Loss in reasonable detailLoss, including the amount thereof, if known known, and the method of computation of such Indemnity Loss, all with reasonable particularity (or estimated amount as necessary) (such written notice, a the “Litigation Notice”)) in lieu of an Indemnification Notice. The failure to timely give an Indemnification Notice or Litigation Notice shall not affect the rights of a claimant except to the extent failure to promptly notify the Indemnifying Party of such Proceeding can reasonably be deemed to increase the Liability or expense to the Claimant the Indemnifying Party shall not be obligated to reimburse the Claimant for the amount of such increase in liability or expense. For the avoidance of doubt, in the event that a Third Party Claim arises prior to the time an Indemnification Notice is issued by a Claimant, the Indemnification Notice and Litigation Notice may be combined into a single notice so long as such notice contains the information required in both an Indemnification Notice and a Litigation Notice. Notwithstanding the foregoing, the failure or delay to notifying the Indemnifying Party of any Indemnity Loss or Third Party Claim shall not affect the Claimant’s rights or the Indemnifying Party’s obligations hereunder, except to the extent parties hereto agree that the Indemnifying Party demonstrates that it was materially Indenture Trustee and adversely prejudiced thereby. (b) If a claim is one that is asserted directly by the Claimant against an Indemnifying Party, within thirty (30) calendar days after receipt Series Administrator shall have the rights and remedies under this ARTICLE VII to act as Claimants on behalf of the applicable Indemnification NoticeAsset Purchaser, the Indemnifying Party shall, by written notice and to the Claimant (a “Claim Response”), either concede or deny liability for the claim set forth in such Indemnification Notice. If an Indemnifying Party shall deny liability, in whole or in part, such Claim Response shall be accompanied by a reasonably detailed description enforce any indemnities of the basis for such denial. If an Indemnifying Party fails to deliver a Claim Response within such thirty (30) calendar day period by 5:00 p.m., Eastern timeTrust, on the last day of such period, such Indemnifying Party shall be deemed to have conceded, subject only to the limitations set forth herein, the entire amount of such claim and, subject to the limitations set forth in this ‎Article VI, the Claimant shall be entitled to the entire amount of such Indemnity Loss. If an Indemnifying Party denies liability for a claim, in whole or in part, the Purchaser and the Seller shall attempt to resolve such dispute as promptly as possible. If the Purchaser and the Seller fail to resolve such dispute within thirty (30) calendar days after receipt behalf 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 further appeal as provided in ‎Section ‎10.12Securityholders.

Indemnification Notice; Litigation Notice. (a) If a party entitled to indemnity pursuant to this Agreement (the “Claimant”) believes that it has suffered or incurred any Indemnity Loss for which Loss, it is entitled to indemnification pursuant to ‎Section ‎6.01 or ‎Section ‎6.02 (such party, the “Claimant”), such Claimant shall notify, as the case may be, (i) the Purchaser, in the event such Claimant is a Seller Indemnified Party, or (ii) the Seller, in the event such Claimant is a Purchaser Indemnified Party, promptly in writing (x) identifying so notify the party or parties which such the Claimant believes has or have an obligation to indemnify (the “Indemnifying Party”) and (y) promptly in writing describing such Indemnity Loss in reasonable detailLoss, including the amount thereof, if known known, and the method of computation of such Indemnity Loss, all with reasonable particularity (or estimated amount as necessary) (such written notice, the “Indemnification Notice”). If any Proceeding is instituted by or against a third party against the Claimant (a “Third Person Claim”) with respect to which the Claimant intends to claim any Liability or expense as an Indemnity Loss under this ‎Article VI (a “Third Party Claim”)Article 8, such Claimant it shall promptly notify the Indemnifying Party in writing of such Third Party Claim Proceeding describing such Indemnity Loss in reasonable detailLoss, including the amount thereof, if known known, and the method of computation of such Indemnity Loss, all with reasonable particularity (or estimated amount as necessary) (such written notice, a the “Litigation Notice”). For the avoidance ) in lieu of doubt, in the event that a Third Party Claim arises prior to the time an Indemnification Notice is issued by a Claimant, the Indemnification Notice and Litigation Notice may be combined into a single notice so long as such notice contains the information required in both an Indemnification Notice and a Litigation Notice. Notwithstanding To the foregoing, the extent failure or delay to notifying promptly notify the Indemnifying Party of any Indemnity Loss such action or Third Party Claim shall not affect suit can reasonably be deemed to increase the Liability or expense to the Claimant’s rights or the Indemnifying Party’s obligations hereunder, except to the extent that the Indemnifying Party demonstrates that it was materially and adversely prejudiced thereby. (b) If a claim is one that is asserted directly by the Claimant against an Indemnifying Party, within thirty (30) calendar days after receipt of the applicable Indemnification Notice, the Indemnifying Party shall, by written notice shall not be obligated to reimburse the Claimant (a “Claim Response”), either concede or deny liability for the claim set forth in such Indemnification Notice. If an Indemnifying Party shall deny liability, in whole or in part, such Claim Response shall be accompanied by a reasonably detailed description of the basis for such denial. If an Indemnifying Party fails to deliver a Claim Response within such thirty (30) calendar day period by 5:00 p.m., Eastern time, on the last day of such period, such Indemnifying Party shall be deemed to have conceded, subject only to the limitations set forth herein, the entire amount of such claim and, subject to the limitations set forth increase in this ‎Article VI, the Claimant shall be entitled to the entire amount of such Indemnity Loss. If an Indemnifying Party denies liability for a claim, in whole Liability or in part, the Purchaser and the Seller shall attempt to resolve such dispute as promptly as possible. If the Purchaser and the Seller 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 further appeal as provided in ‎Section ‎10.12expense.

Indemnification Notice; Litigation Notice. (a) If a party believes that it has suffered or incurred any Indemnity Loss for to which it is entitled to indemnification pursuant to ‎Section ‎6.01 Sections 6.01 or ‎Section ‎6.02 6.02 (such party, the “Claimant”), such Claimant shall so notify, as the case may be, (ia) the Purchaser, in the event such Claimant is a Seller Indemnified Party, or (iib) the SellerSellers, in the event such Claimant is a Purchaser Indemnified Party, promptly in writing (x) identifying the party or parties which such Claimant believes has or have an obligation to indemnify (the “Indemnifying Party”) and (y) describing such Indemnity Loss in reasonable detailLoss, including the amount thereof, if known known, in such detail as is reasonably practicable (or estimated amount as necessary) (such written notice, the “Indemnification Notice”). If any Proceeding is instituted by or against a third party against the Claimant with respect to which the Claimant intends to claim any Liability or expense as an Indemnity Loss under this ‎Article Article VI (a “Third Third-Party Claim”), such Claimant it shall promptly notify the Indemnifying Party in writing of such Third Third-Party Claim describing such Indemnity Loss in reasonable detail, including and the amount thereof, if known known, all with reasonable detail (or estimated amount as necessary) (such written notice, a the “Litigation Notice”). For the avoidance ) in lieu of doubt, in the event that a Third Party Claim arises prior to the time an Indemnification Notice is issued by a Claimant, the Indemnification Notice and Litigation Notice may be combined into a single notice so long as such notice contains the information required in both an Indemnification Notice and a Litigation Notice. Notwithstanding To the foregoing, the extent failure or delay to notifying promptly notify the Indemnifying Party of any Indemnity Loss such action or Third suit materially increases the Liability or expense to the Claimant or otherwise materially prejudices the Claimant, the Indemnifying Party Claim shall not affect be obligated to reimburse the Claimant’s rights Claimant for the amount of such increase in liability or the Indemnifying Party’s obligations hereunder, except expense or to the extent that the Indemnifying Party demonstrates that it was materially and adversely prejudiced thereby. (b) If a such claim is one that is asserted directly by the Claimant against an Indemnifying Party, within thirty (30) calendar days after receipt of the applicable Indemnification Notice, the Indemnifying Party shall, by written notice to the Claimant (materially prejudiced as a “Claim Response”), either concede or deny liability for the claim set forth in such Indemnification Notice. If an Indemnifying Party shall deny liability, in whole or in part, such Claim Response shall be accompanied by a reasonably detailed description of the basis for such denial. If an Indemnifying Party fails to deliver a Claim Response within such thirty (30) calendar day period by 5:00 p.m., Eastern time, on the last day of such period, such Indemnifying Party shall be deemed to have conceded, subject only to the limitations set forth herein, the entire amount of such claim and, subject to the limitations set forth in this ‎Article VI, the Claimant shall be entitled to the entire amount of such Indemnity Loss. If an Indemnifying Party denies liability for a claim, in whole or in part, the Purchaser and the Seller shall attempt to resolve such dispute as promptly as possible. If the Purchaser and the Seller 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 further appeal as provided in ‎Section ‎10.12result thereof.

Indemnification Notice; Litigation Notice. (a) If a party Party believes that it has suffered or incurred any Indemnity Loss for to which it is entitled to indemnification pursuant to ‎Section ‎6.01 Sections 8.1 or ‎Section ‎6.02 8.3 (such partyParty, the “Claimant”), such subject to the survival periods in Section 8.7 and the other indemnity limitations in this Article VIII, the Claimant shall so notify, as the case may be, (ia) the Purchaser, Parent in the event such the Claimant is a Seller Member Indemnified Party, or (iib) the SellerMembers’ Representative, in the event such the Claimant is a Purchaser Parent Indemnified Party, promptly promptly‎ (but in any event within thirty (30) calendar days of becoming aware of such Indemnity Loss)‎ in writing (x) identifying the party or parties which such the Claimant believes has or have an obligation to indemnify Claimant (the “Indemnifying Party”) and (y) describing such Indemnity Loss and the provisions under this Agreement on which such claim is based ‎‎(subject to and taking into account the limitations in reasonable detailthis Article VIII)‎, including the amount thereof, if known known, in such detail as is reasonably practicable, including any documentation reasonably related to such Indemnity Loss (or estimated amount as necessary) (such written notice, the “Indemnification Notice”). If any Proceeding is instituted by a third party against the Claimant with respect to which the Claimant intends to claim any Liability or expense as an Indemnity Loss under this ‎Article VI Article VIII (a “Third Third-Party Claim”), such Claimant it shall promptly notify ‎(but in any event within thirty (30) calendar days of becoming aware of such Indemnity Loss) ‎notify the Indemnifying Party in writing of such Third Third-Party Claim describing such Indemnity Loss Loss‎ (subject to the limitations in reasonable detail, including this Article VIII) ‎and the amount thereof, if known known, all with reasonable detail‎, including any documentation reasonably related to such Indemnity Loss‎‎ and the provisions under this Agreement on which such claim is based (or estimated amount as necessary) (such written notice, a the “Litigation Notice”)) in lieu of an Indemnification Notice. For the avoidance of doubt, no failure or delay in the event that a Third Party Claim arises prior to the time providing an Indemnification Notice is issued by a Claimant, the Indemnification Notice and or Litigation Notice may be combined into a single notice so long as such notice contains the information required in both an Indemnification Notice and a Litigation Notice. Notwithstanding the foregoing, the failure or delay to notifying shall relieve the Indemnifying Party of any Indemnity Loss or Third Party Claim shall not affect the Claimant’s rights or the Indemnifying Party’s obligations hereunder, liability hereunder (except to the extent that the Indemnifying Party demonstrates that it was materially and adversely prejudiced has suffered actual prejudice thereby). (b) If a claim is one that is asserted directly by the Claimant against an Indemnifying Party, within thirty (30) calendar days after receipt of the applicable Indemnification Notice, the Indemnifying Party shall, by written notice to the Claimant (a “Claim Response”), either concede or deny liability for the claim set forth in such Indemnification Notice. If an Indemnifying Party shall deny liability, in whole or in part, such Claim Response shall be accompanied by a reasonably detailed description of the basis for such denial. If an Indemnifying Party fails to deliver a Claim Response within such thirty (30) calendar day period by 5:00 p.m., Eastern time, on the last day of such period, such Indemnifying Party shall be deemed to have conceded, subject only to the limitations set forth herein, the entire amount of such claim and, subject to the limitations set forth in this ‎Article VI, the Claimant shall be entitled to the entire amount of such Indemnity Loss. If an Indemnifying Party denies liability for a claim, in whole or in part, the Purchaser and the Seller shall attempt to resolve such dispute as promptly as possible. If the Purchaser and the Seller 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 further appeal as provided in ‎Section ‎10.12.

Indemnification Notice; Litigation Notice. (a) If a party believes that it has suffered or incurred any Indemnity Loss for which it is entitled to indemnification pursuant to ‎Section ‎6.01 6.01 or ‎Section ‎6.02 6.02 (such party, the “Claimant”), such Claimant shall notify, as the case may be, (i) the Purchaser, in the event such Claimant is a Seller Indemnified Party, or (ii) the SellerSeller Representative, in the event such Claimant is a Purchaser Indemnified Party, promptly in writing (x) identifying the party or parties which such Claimant believes has or have an obligation to indemnify (the “Indemnifying Party”) and (y) describing such Indemnity Loss in reasonable detail, including the amount thereof, if known (or estimated amount as necessary) (such written notice, the “Indemnification Notice”). If any Proceeding is instituted by a third party against the Claimant with respect to which the Claimant intends to claim any Liability or expense as an Indemnity Loss under this ‎Article VI (a “Third Party Claim”), such Claimant shall promptly notify the Indemnifying Party in writing of such Third Party Claim describing such Indemnity Loss in reasonable detail, including the amount thereof, if known (or estimated amount as necessary) (such written notice, a “Litigation Notice”). For the avoidance of doubt, in the event that a Third Party Claim arises prior to the time an Indemnification Notice is issued by a Claimant, the Indemnification Notice and Litigation Notice may be combined into a single notice so long as such notice contains the information required in both an Indemnification Notice and a Litigation Notice. Notwithstanding the foregoing, the failure or delay to notifying the Indemnifying Party of any Indemnity Loss or Third Party Claim shall not affect the Claimant’s rights or the Indemnifying Party’s obligations hereunder, except to the extent that the Indemnifying Party demonstrates that it was materially and adversely prejudiced thereby. (b) If a claim is one that is asserted directly by the Claimant against an Indemnifying Party, within thirty (30) calendar days after receipt of the applicable Indemnification Notice, the Indemnifying Party shall, by written notice to the Claimant (a “Claim Response”), either concede or deny liability for the claim set forth in such Indemnification Notice. If an Indemnifying Party shall deny liability, in whole or in part, such Claim Response shall be accompanied by a reasonably detailed description of the basis for such denial. If an Indemnifying Party fails to deliver a Claim Response within such thirty (30) calendar day period by 5:00 p.m., Eastern time, on the last day of such period, such Indemnifying Party shall be deemed to have conceded, subject only to the limitations set forth herein, the entire amount of such claim and, subject to the limitations set forth in this ‎Article VI, the Claimant shall be entitled to the entire amount of such Indemnity Loss. If an Indemnifying Party denies liability for a claim, in whole or in part, the Purchaser and the Seller Representative shall attempt to resolve such dispute as promptly as possible. If the Purchaser and the Seller 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 proceedings in order to obtain a final judgment of a court of competent jurisdiction that is not subject to further appeal as provided in ‎Section ‎10.128.12.

Indemnification Notice; Litigation Notice. (a) If a party believes that it has suffered or incurred any Indemnity Loss for which it is entitled to indemnification pursuant to ‎Section ‎6.01 Section ‎9.1 or ‎Section ‎6.02 Section 9.2 (such party, the “Claimant”), such Claimant it shall notify, as the case may be, (i) the Purchaser, in the event such Claimant is a Seller Indemnified Party, or (ii) the Seller, in the event such Claimant is a Purchaser Indemnified Party, promptly in writing (x) identifying so notify the party or parties which such the Claimant believes has or have an obligation to indemnify (the “Indemnifying Party”) and (y) promptly in writing describing such Indemnity indemnification obligation and any Loss related thereto in reasonable detail, including detail and the amount thereof, if known known, all with reasonable particularity which shall, the case of Section ‎9.1(b), include the amount of Closing Holdback Stock to which the Loss equates (or estimated amount as necessary) (such written notice, the “Indemnification Notice”); provided that any Indemnification Notice originating from Company only need to be delivered to Sellers’ Representatives on behalf of Sellers. If any Proceeding is instituted by or against a third party against the Claimant with respect to which the Claimant intends to claim any Liability or expense as an Indemnity a Loss under this ‎Article VI (a “Third Party Claim”)Article 9, such Claimant it shall promptly notify the Indemnifying Party in writing of such Third Party Claim Proceeding describing such Indemnity Loss in reasonable detailLoss, including the amount thereof, if known known, and the method of computation of such Loss, all with reasonable particularity (or estimated amount as necessary) (such written notice, a the “Litigation Notice”)) in lieu of an Indemnification Notice; provided that any Litigation Notice originating from Company only need to be delivered to Sellers’ Representatives on behalf of Sellers. For No failure or delay by the avoidance of doubt, in the event that a Third Party Claim arises prior Claimant with respect to the time an Indemnification Notice is issued by or a Claimant, the Indemnification Notice and Litigation Notice may be combined into a single notice so long as in the performance of the foregoing shall reduce or otherwise affect the indemnification or reimbursement obligations hereunder, except and only to the extent that such notice contains the information required in both an Indemnification Notice and a Litigation Notice. Notwithstanding the foregoing, the failure or delay to notifying the Indemnifying Party of any Indemnity Loss or Third Party Claim shall not affect the Claimant’s rights or have adversely affected the Indemnifying Party’s obligations hereunderability to defend against, except to settle or satisfy any Loss for which the extent that the Indemnifying Party demonstrates that it was materially and adversely prejudiced thereby. (b) If a claim indemnified party is one that is asserted directly by the Claimant against an Indemnifying Party, within thirty (30) calendar days after receipt of the applicable Indemnification Notice, the Indemnifying Party shall, by written notice to the Claimant (a “Claim Response”), either concede or deny liability for the claim set forth in such Indemnification Notice. If an Indemnifying Party shall deny liability, in whole or in part, such Claim Response shall be accompanied by a reasonably detailed description of the basis for such denial. If an Indemnifying Party fails to deliver a Claim Response within such thirty (30) calendar day period by 5:00 p.m., Eastern time, on the last day of such period, such Indemnifying Party shall be deemed to have conceded, subject only to the limitations set forth herein, the entire amount of such claim and, subject to the limitations set forth in this ‎Article VI, the Claimant shall be entitled to the entire amount of such Indemnity Loss. If an Indemnifying Party denies liability for a claim, in whole indemnification or in part, the Purchaser and the Seller shall attempt to resolve such dispute as promptly as possible. If the Purchaser and the Seller 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 further appeal as provided in ‎Section ‎10.12reimbursement hereunder.

Indemnification Notice; Litigation Notice. (a) If a party believes that it has suffered or incurred any Indemnity Loss for which it is entitled to indemnification pursuant to ‎Section ‎6.01 Section 7.1(a) or ‎Section ‎6.02 Section 7.1(b) (such party, the “Claimant”), such Claimant it shall notify, as the case may be, (i) the Purchaser, in the event such Claimant is a Seller Indemnified Party, or (ii) the Seller, in the event such Claimant is a Purchaser Indemnified Party, promptly in writing (x) identifying so notify the party or parties which such the Claimant believes has or have an obligation to indemnify (the “Indemnifying Party”) and (y) promptly in writing describing such Indemnity indemnification obligation and any Loss related thereto in reasonable detail, including detail and the amount thereof, if known known, all with reasonable particularity (or estimated amount as necessary) (such written notice, the “Indemnification Notice”); provided that any Indemnification Notice originating from Purchaser only need to be delivered to Sellers’ Representative on behalf of Sellers. If any Proceeding is instituted by or against a third party against the Claimant with respect to which the Claimant intends to claim any Liability or expense as an Indemnity a Loss under this ‎Article VI (a “Third Party Claim”)ARTICLE VII, such Claimant it shall promptly notify the Indemnifying Party in writing of such Third Party Claim Proceeding describing such Indemnity Loss in reasonable detailLoss, including the amount thereof, if known known, and the method of computation of such Loss, all with reasonable particularity (or estimated amount as necessary) (such written notice, a the “Litigation Notice”)) in lieu of an Indemnification Notice; provided that any Litigation Notice originating from Purchaser only need to be delivered to Sellers’ Representative on behalf of Sellers. For No failure or delay by the avoidance of doubt, in the event that a Third Party Claim arises prior Claimant with respect to the time an Indemnification Notice is issued by or a Claimant, the Indemnification Notice and Litigation Notice may be combined into a single notice so long as in the performance of the foregoing shall reduce or otherwise affect the indemnification or reimbursement obligations hereunder, except and only to the extent that such notice contains the information required in both an Indemnification Notice and a Litigation Notice. Notwithstanding the foregoing, the failure or delay to notifying the Indemnifying Party of any Indemnity Loss or Third Party Claim shall not affect the Claimant’s rights or have adversely affected the Indemnifying Party’s obligations hereunderability to defend against, except to settle or satisfy any Loss for which the extent that the Indemnifying Party demonstrates that it was materially and adversely prejudiced thereby. (b) If a claim indemnified party is one that is asserted directly by the Claimant against an Indemnifying Party, within thirty (30) calendar days after receipt of the applicable Indemnification Notice, the Indemnifying Party shall, by written notice to the Claimant (a “Claim Response”), either concede or deny liability for the claim set forth in such Indemnification Notice. If an Indemnifying Party shall deny liability, in whole or in part, such Claim Response shall be accompanied by a reasonably detailed description of the basis for such denial. If an Indemnifying Party fails to deliver a Claim Response within such thirty (30) calendar day period by 5:00 p.m., Eastern time, on the last day of such period, such Indemnifying Party shall be deemed to have conceded, subject only to the limitations set forth herein, the entire amount of such claim and, subject to the limitations set forth in this ‎Article VI, the Claimant shall be entitled to the entire amount of such Indemnity Loss. If an Indemnifying Party denies liability for a claim, in whole indemnification or in part, the Purchaser and the Seller shall attempt to resolve such dispute as promptly as possible. If the Purchaser and the Seller 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 further appeal as provided in ‎Section ‎10.12reimbursement hereunder.

Indemnification Notice; Litigation Notice. (a) If a party believes entitled to indemnity pursuant to Sections 8.01 or 8.02 (the “Claimant”) receives notice or otherwise obtains knowledge that it has suffered or incurred any Indemnity Loss for which Loss, it is entitled to indemnification pursuant to ‎Section ‎6.01 or ‎Section ‎6.02 (such party, the “Claimant”), such Claimant shall notify, as the case may be, (i) the Purchaser, in the event such Claimant is a Seller Indemnified Party, or (ii) the Seller, in the event such Claimant is a Purchaser Indemnified Party, promptly in writing (x) identifying so notify the party or parties which such the Claimant believes has or have an obligation to indemnify (the “Indemnifying Party”) and (y) promptly in writing describing such Indemnity Loss in reasonable detail, including the amount thereof, if known known, and the method of computation of such Indemnity Loss, all with reasonable particularity (or estimated amount as necessary) (such written notice, the “Indemnification Notice”). If any Proceeding action at Law, suit in equity, arbitration or administrative action is instituted by or against a third party against the Claimant with respect to which the Claimant intends to claim any Liability or expense as an Indemnity Loss under this ‎Article VI (a “Third Party Claim”)Article VIII, such Claimant shall promptly notify the Indemnifying Party in writing of such Third Party Claim action, matter or suit promptly after the same is commenced, describing such Indemnity Loss in reasonable detailLoss, including the amount thereof, if known known, and the method of computation of such Indemnity Loss, all with reasonable particularity (or estimated amount as necessary) (such written notice, a the “Litigation Notice”). For the avoidance ) in lieu of doubt, in the event that a Third Party Claim arises prior to the time an Indemnification Notice is issued by a Claimant, the Indemnification Notice and Litigation Notice may be combined into a single notice so long as such notice contains the information required in both an Indemnification Notice and a Litigation Notice. Notwithstanding the foregoing, the failure to promptly deliver the Indemnification Notice or delay to notifying the Indemnifying Party of any Indemnity Loss or Third Party Claim Litigation Notice, as the case may be, shall not affect the Claimant’s rights or the Indemnifying Party’s indemnification obligations hereunder, under this Article VIII except to the extent that the Indemnifying Party demonstrates that it was materially and adversely is prejudiced or injured thereby. (b) If a claim is one that is asserted directly by , but in any event, the Claimant against an Indemnifying Party, within thirty (30) calendar days after receipt of the applicable Indemnification Notice, the Indemnifying Party shall, by written shall deliver such notice prior to the Claimant (a “Claim Response”), either concede or deny liability for the claim set forth in such Indemnification Notice. If an Indemnifying Party shall deny liability, in whole or in part, such Claim Response shall be accompanied by a reasonably detailed description of the basis for such denial. If an Indemnifying Party fails to deliver a Claim Response within such thirty (30) calendar day period by 5:00 p.m., Eastern time, on the last day of the survival period for a representation, warranty, covenant or agreement that is the subject of that claim or such claim shall be forever barred. If claims for breaches of representations, warranties, covenants and agreements are timely asserted prior to the end of such survival period, then the applicable representation, warranty, covenant or agreement with respect to which such Indemnifying Party claim is based shall be deemed to have conceded, subject only to survive solely for the limitations set forth herein, the entire amount purposes of such claim and, subject to after such survival period until the limitations set forth in this ‎Article VI, the Claimant shall be entitled to the entire amount final resolution of such Indemnity Loss. If an Indemnifying Party denies liability for a claim, in whole or in part, the Purchaser and the Seller shall attempt to resolve such dispute as promptly as possible. If the Purchaser and the Seller 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 further appeal as provided in ‎Section ‎10.12.

Indemnification Notice; Litigation Notice. (a) If a party Party entitled to indemnification pursuant to Section 8.02 or Section 8.03 (the “Claimant”) believes that it has suffered or incurred any Indemnity Loss for which Loss, it is entitled to indemnification pursuant to ‎Section ‎6.01 or ‎Section ‎6.02 (such party, the “Claimant”), such Claimant shall so notify, as the case may be, (ia) the PurchaserBuyer, in the event such the Claimant is a Seller Indemnified Party, or (iib) the Seller, in the event such the Claimant is a Purchaser Buyer Indemnified Party, promptly in writing (x) identifying the party or parties which such the Claimant believes has or have an obligation to indemnify (the “Indemnifying Party”) and (y) describing the basis for such Indemnity Loss in reasonable detailLoss, including and the amount thereof, if in each case, with reasonable particularity to the extent known to the Claimant (or estimated amount as necessary) (such written notice, the “Indemnification Notice”). If any Proceeding is instituted by or against a third party against the Claimant Person with respect to which the Claimant intends to claim any Liability liability or expense as an Indemnity Loss under this ‎Article VI Article VIII (a “Third Party Claim”), such Claimant shall promptly notify the Indemnifying Party in writing of such Third Party Claim Claim, describing such Indemnity Loss in reasonable detailthe basis for the Loss, including and the amount thereof, if in each case, with reasonable particularity to the extent known to the Claimant (or estimated amount as necessary) (such written notice, a the “Litigation Notice”)) in lieu of an Indemnification Notice. For the avoidance of doubt, in the event that a Third Party Claim arises prior Any delay by Claimant to the time deliver an Indemnification Notice is issued by a Claimant, the Indemnification Notice and or Litigation Notice may be combined into a single notice so long as such notice contains the information required in both an Indemnification Notice and a Litigation Notice. Notwithstanding the foregoing, the failure or delay to notifying the Indemnifying Party of any Indemnity Loss or Third Party Claim shall not affect diminish the Claimant’s rights or to indemnification pursuant to the Indemnifying Party’s obligations hereunderterms of this Agreement, except to the extent that the Indemnifying Party demonstrates that it was materially and adversely is actually prejudiced thereby. (b) If by such delay or such delay increases the liability or expense to the Indemnifying Party. In the event any Indemnifying Party receives notice of a claim is one for indemnity from an Indemnified Party pursuant to this Section 8.05 that is asserted directly by the Claimant against an Indemnifying Party, within thirty (30) calendar days after receipt of the applicable Indemnification Noticedoes not involve a Third Party Claim, the Indemnifying Party shall, by written shall notify the Indemnified Party within twenty (20) Business Days following its receipt of such notice whether the Indemnifying Party disputes its liability to the Claimant (a “Claim Response”), either concede or deny liability for Indemnified Party under this Article VIII. The Indemnified Party shall reasonably cooperate with the claim set forth in such Indemnification Notice. If an Indemnifying Party shall deny liability, in whole or in part, such Claim Response shall be accompanied by a reasonably detailed description determining the validity of the basis for such denial. If an Indemnifying Party fails to deliver a Claim Response within such thirty (30) calendar day period by 5:00 p.m., Eastern time, on the last day of such period, such Indemnifying Party shall be deemed to have conceded, subject only to the limitations set forth herein, the entire amount of any such claim and, subject to for indemnity by the limitations set forth in this ‎Article VI, the Claimant shall be entitled to the entire amount of such Indemnity Loss. If an Indemnifying Party denies liability for a claim, in whole or in part, the Purchaser and the Seller shall attempt to resolve such dispute as promptly as possible. If the Purchaser and the Seller 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 further appeal as provided in ‎Section ‎10.12Indemnified Party.