Common use of Method of Asserting Claims Clause in Contracts

Method of Asserting Claims. (a) If a Party entitled to indemnification pursuant to the terms hereof (the “Indemnified Party”) intends to seek indemnification under this Article 4 from the other Party (the “Indemnifying Party”), the Indemnified Party shall give the Indemnifying Party notice of such claim for indemnification promptly following the receipt or determination by the Indemnified Party of actual knowledge or information as to the factual and legal basis of any claim which is subject to indemnification and, where such claim results from the commencement of any claim or action by a third party, promptly following receipt of written notice of such third party claim or action. The failure of or delay by an Indemnified Party to so notify the Indemnifying Party (as set forth above) shall not relieve the Indemnifying Party of its indemnification obligations hereunder to the Indemnified Party, however the liability which the Indemnifying Party has to the Indemnified Party pursuant to the terms of this Article 4 (and for which the Indemnifying Party will be obligated to indemnify the Indemnified Party in respect of) shall be reduced to the extent that any such delay in or failure to give notice as herein required prejudices the defence of any such action, suit, proceeding, investigation or claim, or otherwise results in any increase in the liability which the Indemnifying Party has under its indemnity provided for herein.

Method of Asserting Claims. (a) If a A Party entitled to seeking indemnification pursuant to the terms hereof Section 12.2 (the an “Indemnified Party”) intends shall give prompt notice to seek the Party from whom such indemnification under this Article 4 from the other Party is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any action, suit or proceeding, in respect of which indemnity may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such notice shall relieve the Indemnifying Party of any liability hereunder only to the extent that the Indemnifying Party has suffered actual prejudice thereby. The Indemnifying Party shall have the right, exercisable by written notice to the Indemnified Party within thirty (30) days (unless a shorter period is required by the circumstances) of receipt of notice from the Indemnified Party of the commencement of or assertion of any claim or action, suit or proceeding by a Third Party in respect of which indemnity may be sought hereunder (a “Third Party Claim”), to assume and control the defense of such Third Party Claim which involves (and continues to involve) solely monetary damages; provided, that the Indemnifying Party expressly agrees in such notice that, as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the Third Party Claim (all of the foregoing, the “Litigation Conditions”). For the purpose of the foregoing, the Indemnified Party shall give promptly provide the Indemnifying Party notice with all supporting evidence of such claim for indemnification promptly following the receipt or determination Third Party Claim available to the Indemnified Party as well as any arguments identified by the Indemnified Party of actual knowledge or to oppose such Third Party Claim and comply with all reasonable requests for information as to the factual and legal basis of any claim which is subject to indemnification and, where such claim results from the commencement of any claim or action by a third party, promptly following receipt of written notice of such third party claim or action. The failure of or delay by an Indemnified Party to so notify the Indemnifying Party (so as set forth above) shall not relieve to allow the Indemnifying Party of its indemnification obligations hereunder to the Indemnified Party, however the liability which the Indemnifying Party has to the Indemnified Party pursuant to the terms of this Article 4 (and for which the Indemnifying Party will be obligated to indemnify the Indemnified Party in respect of) shall be reduced make to the extent that any such delay in or failure possible an informed judgment as to give notice as herein required prejudices the defence of any such action, suit, proceeding, investigation or claim, or otherwise results in any increase in the its potential liability which the Indemnifying Party has under its indemnity provided for hereinthis Article XII.

Method of Asserting Claims. (a) If a Party entitled to indemnification pursuant to the terms hereof (the “Indemnified Party”) intends to seek indemnification under this Article 4 from the other Party (the “Indemnifying Party”), the Indemnified Party shall give the Indemnifying Party Promptly after receipt by an indemnified party of notice of such claim for indemnification promptly following the receipt or determination by the Indemnified Party of actual knowledge or information as to the factual and legal basis of any claim which is subject to indemnification and, where such claim results from the commencement of any action pursuant to which indemnification may be sought, such indemnified party will, if a claim or action by in respect thereof is to be made against the indemnifying party under this Section, deliver to the indemnifying party a third party, promptly following receipt of written notice of the commencement thereof and the indemnifying party shall have the right to participate in and to assume the defense thereof with counsel reasonably selected by the indemnifying party, provided, however, that an indemnified party shall have the right to retain its own counsel, with the reasonably incurred fees and expenses of such third counsel to be paid by the indemnifying party, if representation of such indemnified party claim by the counsel retained by the indemnifying party would be inappropriate due to actual or actionpotential conflicts of interest between such indemnified party and any other party represented by such counsel in such proceeding. The failure of or delay by an Indemnified Party to so notify the Indemnifying Party (as set forth above) shall not relieve the Indemnifying Party of its indemnification obligations hereunder deliver written notice to the Indemnified Party, however indemnifying party within a reasonable time of the liability which the Indemnifying Party has to the Indemnified Party pursuant to the terms of this Article 4 (and for which the Indemnifying Party will be obligated to indemnify the Indemnified Party in respect of) shall be reduced to the extent that any such delay in or failure to give notice as herein required prejudices the defence commencement of any such action, suitif prejudicial to the indemnifying party's ability to defend such action, proceedingshall relieve the indemnifying party of any liability to the indemnified party under this Section, investigation or claim, or otherwise results in but the omission to so deliver written notice to the indemnifying party will not relieve it of any increase in liability that it may have to any indemnified party other than under this Section to the liability which the Indemnifying Party has under its indemnity provided for hereinextent it is prejudicial.

Method of Asserting Claims. (a) If a Party entitled to indemnification pursuant to the terms hereof (the “Indemnified Party”) intends to seek indemnification under this Article 4 8 from the other Party (the “Indemnifying Party”), the Indemnified Party shall give the Indemnifying Party notice of such claim for indemnification promptly following the receipt or determination by the Indemnified Party of actual knowledge or information as to the factual and legal basis of any claim which is subject to indemnification and, where such claim results from the commencement of any claim or action by a third party, promptly following receipt of written notice of such third party claim or action. The failure of or delay by an Indemnified Party to so notify the Indemnifying Party (as set forth above) shall not relieve the Indemnifying Party of its indemnification obligations hereunder to the Indemnified Party, however the liability which the Indemnifying Party has to the Indemnified Party pursuant to the terms of this Article 4 8 (and for which the Indemnifying Party will be obligated to indemnify the Indemnified Party in respect of) shall be reduced to the extent that any such delay in or failure to give notice as herein required prejudices the defence of any such action, suit, proceeding, investigation or claim, or otherwise results in any increase in the liability which the Indemnifying Party has under its indemnity provided for herein.

Method of Asserting Claims. (a) If a All claims for indemnification by any Indemnified Party entitled to indemnification pursuant under Sections 4.18, 7.2 and 7.4, subject to the terms hereof provisions of Section 4.18 with respect to claims for indemnification related to Taxes, will be asserted and resolved as follows: In the event any claim or demand in respect of which an Indemnified Party might seek indemnity under Sections 4.18, 7.2 and 7.4, is asserted against or sought to be collected from such Indemnified Party by a Person other than Purchaser or any Affiliate of Purchaser (the “Indemnified Party”) intends to seek indemnification under this Article 4 from the other a "Third Party (the “Indemnifying Party”Claim"), the Indemnified Party shall give deliver a Claim Notice with reasonable promptness to the Indemnifying Party. If the Indemnified Party fails to provide the Claim Notice with reasonable promptness after the Indemnified Party receives notice of such Third Party Claim, the Indemnifying Party notice of such claim for indemnification promptly following the receipt or determination by the Indemnified Party of actual knowledge or information as to the factual and legal basis of any claim which is subject to indemnification and, where such claim results from the commencement of any claim or action by a third party, promptly following receipt of written notice of such third party claim or action. The failure of or delay by an Indemnified Party to so notify the Indemnifying Party (as set forth above) shall not relieve the Indemnifying Party of its indemnification obligations hereunder to the Indemnified Party, however the liability which the Indemnifying Party has to the Indemnified Party pursuant to the terms of this Article 4 (and for which the Indemnifying Party will be obligated to indemnify the Indemnified Party in with respect of) shall be reduced to such Third Party Claim to the extent that any such delay in or failure to give notice as herein required prejudices the defence of any such action, suit, proceeding, investigation or claim, or otherwise results in any increase in the liability which the Indemnifying Party demonstrates that its ability to defend such Third Party Claim has been prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party as soon as practicable within the Dispute Period whether the Indemnifying Party disputes its liability to the Indemnified Party under Sections 4.18, 7.2 and 7.4, and whether the Indemnifying Party desires, at its indemnity provided for hereinsole cost and expense, to defend the Indemnified Party against such Third Party Claim.

Method of Asserting Claims. (a) If a In the event any claim or demand in respect of which an Indemnified Party entitled to indemnification pursuant to the terms hereof (the “Indemnified Party”) intends to might seek indemnification indemnity under this Article 4 Section 7.03 is asserted against or sought to be collected from the such Indemnified Party by a Person other than a party hereto or any of its Affiliates (a "Third Party (the “Indemnifying Party”Claim"), the then such Indemnified Party shall give written notice (accompanied by a copy of all papers served, if any) to the Indemnifying Party notice of such claim for indemnification promptly following Third Party Claim, provided that the receipt or determination by the Indemnified Party of actual knowledge or information as to the factual and legal basis failure of any claim which is subject to indemnification and, where such claim results from the commencement of any claim or action by a third party, promptly following receipt of written notice of such third party claim or action. The failure of or delay by an Indemnified Party to so notify the Indemnifying Party (give notice as set forth above) provided herein shall not relieve the Indemnifying Party of its indemnification obligations hereunder under this Section 7.03, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, however the liability which the Indemnifying Party has to the Indemnified Party pursuant to the terms of this Article 4 (and for which the Indemnifying Party will have the right to assume and control the defense of such Third Party Claim by all appropriate proceedings, which proceedings will be diligently prosecuted by the Indemnifying Party to a final conclusion or will be settled at the sole discretion of the Indemnifying Party; provided that the reasonable consent of the Indemnified Party shall not be required in the case of any settlement that provides for any relief other than the payment of monetary damages as to which the Indemnified Party will be indemnified in full. If the Indemnifying Party timely elects to assume and control the defense of such Third Party Claim, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense of such Third Party Claim; provided that the Indemnified Party may participate in such defense at the Indemnified Party's expense. If the Indemnifying Party elects not to assume the defense of a Third Party Claim, it will not be obligated to indemnify pay the fees and expenses of more than one counsel for the Indemnified Party in Parties with respect of) shall be reduced to the extent that any such delay in or failure to give notice as herein required prejudices the defence of any such action, suit, proceeding, investigation or claim, or otherwise results in any increase in the liability which the Indemnifying Party has under its indemnity provided for herein.

Method of Asserting Claims. (a) If a Party entitled to indemnification pursuant to the terms hereof (the “Indemnified Party”) intends to seek indemnification under this Article 4 7 from the other Party (the “Indemnifying Party”), the Indemnified Party shall give the Indemnifying Party notice of such claim for indemnification promptly following the receipt or determination by the Indemnified Party of actual knowledge or information as to the factual and legal basis of any claim which is subject to indemnification and, where such claim results from the commencement of any claim or action by a third party, promptly following receipt of written notice of such third party claim or action. The failure of or delay by an Indemnified Party to so notify the Indemnifying Party (as set forth above) shall not relieve the Indemnifying Party of its indemnification obligations hereunder to the Indemnified Party, however the liability which the Indemnifying Party has to the Indemnified Party pursuant to the terms of this Article 4 7 (and for which the Indemnifying Party will be obligated to indemnify the Indemnified Party in respect of) shall be reduced to the extent that any such delay in or failure to give notice as herein required prejudices the defence of any such action, suit, proceeding, investigation or claim, or otherwise results in any increase in the liability which the Indemnifying Party has under its indemnity provided for herein.

Method of Asserting Claims. (a) If a Party entitled to indemnification pursuant to the terms hereof of this Agreement (the “Indemnified Party”) intends to seek indemnification under this Article 4 8 from the other Party (the “Indemnifying Party”) for any Claim by a third party (including a Governmental Authority) (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party notice of such claim Third Party Claim for indemnification promptly following the receipt or determination by the Indemnified Party of actual knowledge or information as to the factual and legal basis of any claim Third Party Claim which is subject to indemnification and, where such claim results from the commencement of any claim or action by a third party, promptly following receipt of written notice of such third party claim or actionThird Party Claim. The failure of or delay by an Indemnified Party to so notify the Indemnifying Party (as set forth above) shall not relieve the Indemnifying Party of its indemnification obligations hereunder under this Agreement to the Indemnified Party, however the liability which the Indemnifying Party has to the Indemnified Party pursuant to the terms of this Article 4 8 (and for which the Indemnifying Party will be obligated to indemnify the Indemnified Party in respect of) shall be reduced to the extent that any such delay in or failure to give notice as herein required in this Agreement prejudices the defence of any such action, suit, proceeding, investigation or claimThird Party Claim, or otherwise results in any increase in the liability which the Indemnifying Party has under its indemnity provided for herein.

Method of Asserting Claims. (a) A Party requesting the indemnification (the "INDEMNIFIED PARTY") shall give the defaulting Party(ies) (the "INDEMNIFYING PARTY(IES)") notice of any matter which such Indemnified Party has reasonably determined has given or could give rise to a claim under this Agreement, within thirty (30) days of such determination ("CLAIM NOTICE"), stating the amount of the loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such claim is made or arises. The obligations and Liabilities of the relevant Indemnifying Party(ies) under this Section 8 with respect to losses arising from claims of any third party which are subject to the indemnification provided for in this Section 8 ("THIRD PARTY CLAIM") shall be governed by and be contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice of any Third Party Claim, such Indemnified Party shall give the relevant Indemnifying Party(ies) notice of such Third Party Claim within thirty (30) days of the receipt by the Indemnified Party of such notice; provided, however, that the failure to provide such notice shall not release the relevant Indemnifying Party(ies) from, or provide a defense against, any of their obligations under this Section 8. If a the relevant Indemnifying Party(ies) acknowledge in writing their obligation to indemnify the Indemnified Party hereunder against any losses that may result from such Third Party Claim, then the relevant Indemnifying Party(ies) shall be entitled to indemnification pursuant assume and control the defense of such Third Party Claim at their expense and through counsel of their choice if they give notice of their intention to do so to the terms hereof Indemnified Party within five (5) days of the “receipt of such notice from the Indemnified Party”; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the relevant Indemnifying Party(ies), then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the relevant the Indemnifying Party(ies). In the event that the relevant Indemnifying Party(ies) intends exercise the right to seek indemnification under this Article 4 from the other undertake any such defense against any such Third Party (the “Indemnifying Party”)Claim as provided above, the Indemnified Party shall give cooperate with the relevant Indemnifying Party(ies) in such defense and make available to the relevant the Indemnifying Party notice of such claim for indemnification promptly following Party(ies) all witnesses, pertinent records, materials and information in the receipt Indemnified Party's possession or determination under the Indemnified Party's control relating thereto as is reasonably required by the relevant Indemnifying Party(ies). Similarly, in the event the Indemnified Party of actual knowledge is, directly or information as to indirectly, conducting the factual and legal basis of defense against any claim which is subject to indemnification andsuch Third Party Claim, where such claim results from the commencement of any claim or action by a third party, promptly following receipt of written notice of such third party claim or action. The failure of or delay by an relevant Indemnifying Party(ies) shall cooperate with the Indemnified Party to so notify the Indemnifying Party (as set forth above) shall not relieve the Indemnifying Party of its indemnification obligations hereunder to the Indemnified Party, however the liability which the Indemnifying Party has in such defense and make available to the Indemnified Party pursuant to all such witnesses, records, materials and information in the terms possession of this Article 4 (and for which the relevant Indemnifying Party will be obligated to indemnify Party(ies) or under their control relating thereto as is reasonably required by the Indemnified Party. No such Third Party in respect ofClaim may be settled by the relevant Indemnifying Party(ies) shall be reduced to without the extent that any such delay in or failure to give notice as herein required prejudices prior written consent of the defence of any such action, suit, proceeding, investigation or claim, or otherwise results in any increase in the liability which the Indemnifying Party has under its indemnity provided for hereinIndemnified Party.

Method of Asserting Claims. (a) If a Party entitled to Any party seeking indemnification pursuant to the terms hereof under Section 7.1 (the an “Indemnified Party”) intends to seek shall promptly give the party from whom indemnification under this Article 4 from the other Party is being sought (the an “Indemnifying Party”) notice (a “Claim Notice”) of any matter which such Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within sixty (60) calendar days of such determination, stating in reasonable detail, the nature of the claim, a good-faith reasonable estimate of the Losses and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third-Party Claim (as defined below), if the Indemnifying Party does not notify the Indemnified Party within 30 calendar days from its receipt of the Claim Notice that the Indemnifying Party disputes such claim (the “Dispute Notice”), the Indemnifying Party shall be deemed to have accepted and agreed with such claim. If the Indemnifying Party has disputed a claim for indemnification (including any Third-Party Claim), the Indemnifying Party and the Indemnified Party shall give proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party notice of such claim for indemnification promptly following the receipt or determination by and the Indemnified Party cannot resolve such dispute in 30 calendar days after delivery of actual knowledge or information as to the factual and legal basis of any claim which is subject to indemnification andDispute Notice, where such claim results from the commencement of any claim or action by a third party, promptly following receipt of written notice of such third party claim or action. The failure of or delay by an Indemnified Party to so notify the Indemnifying Party (as set forth above) shall not relieve the Indemnifying Party of its indemnification obligations hereunder to the Indemnified Party, however the liability which the Indemnifying Party has to the Indemnified Party pursuant to the terms of this Article 4 (and for which the Indemnifying Party will be obligated to indemnify the Indemnified Party in respect of) dispute shall be reduced to the extent that any such delay resolved by litigation in or failure to give notice as herein required prejudices the defence an appropriate court of any such action, suit, proceeding, investigation or claim, or otherwise results in any increase in the liability which the Indemnifying Party has under its indemnity provided for hereinlaw.

Method of Asserting Claims. (a) If In the event any Indemnified Party should have a Party entitled to indemnification pursuant to the terms hereof (the “Indemnified Party”) intends to seek indemnification claim under this Article 4 from the other X against any Indemnifying Party that does not involve a Third Party Claim (the “Indemnifying Party”as hereinafter defined), the Indemnified Party shall deliver an Indemnity Notice with reasonable promptness to the Indemnifying Party. The failure by any Indemnified Party to give the Indemnity Notice shall not impair such Party’s rights hereunder except to the extent that an Indemnifying Party demonstrates that it has been irreparably prejudiced thereby. If the Indemnifying Party notice of such claim for indemnification promptly following the receipt or determination by notifies the Indemnified Party of actual knowledge that it does not dispute the claim described in such Indemnity Notice or information as fails to notify the factual and legal basis of any claim which is subject to indemnification and, where such claim results from the commencement of any claim or action by a third party, promptly following receipt of written notice of such third party claim or action. The failure of or delay by an Indemnified Party to so notify within the Dispute Period whether the Indemnifying Party (as set forth above) shall not relieve disputes the claim described in such Indemnity Notice, the Damages arising from the claim specified in such Indemnity Notice will be conclusively deemed a liability of the Indemnifying Party under this Article X and the Indemnifying Party shall pay the amount of its indemnification obligations hereunder such Damages to the Indemnified Party, however Party on demand following the liability which final determination thereof. If the Indemnifying Party has timely disputed its liability with respect to such claim, the Indemnifying Party and the Indemnified Party pursuant will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within the terms of this Article 4 (and for which the Indemnifying Party will be obligated to indemnify the Indemnified Party in respect of) Resolution Period, such dispute shall be reduced to the extent that any such delay resolved by litigation in or failure to give notice as herein required prejudices the defence a court of any such action, suit, proceeding, investigation or claim, or otherwise results in any increase in the liability which the Indemnifying Party has under its indemnity provided for hereincompetent jurisdiction.

Method of Asserting Claims. (a) If a Party entitled to indemnification pursuant to the terms hereof (the “Indemnified Party”) intends to seek indemnification The party seeking Indemnification under this Article 4 from the other Party 7 (the “"Indemnified Party") agrees to give prompt notice to the party against whom Indemnification is sought (the "Indemnifying Party”), ") of the Indemnified Party shall give the Indemnifying Party notice of such claim for indemnification promptly following the receipt or determination by the Indemnified Party of actual knowledge or information as to the factual and legal basis assertion of any claim which is subject to indemnification andclaim, where such claim results from or the commencement of any claim suit, action or action by a third partyproceeding, promptly following receipt in respect of written notice of such third party claim or actionwhich Indemnification may be sought under this Article 7. The failure of or delay by an Indemnified Party to so notify the Indemnifying Party (as set forth above) shall not relieve may participate in and, at its election, control the Indemnifying Party defense of any such suit, action or proceeding at its indemnification obligations hereunder own expense; provided that counsel selected to conduct such defense is reasonably satisfactory to the Indemnified Party. The Indemnifying Party shall not be liable under this Article 7 in the event prompt notice of the assertion of a claim or the commencement of a suit, however action or proceeding in respect of which Indemnification is sought is not given as described herein, but only to the liability extent the defense of such claim, suit, action or proceeding is prejudiced thereby, or for any settlement effected without its consent of any claim, litigation or proceeding in respect of which Indemnification may be sought hereunder. The Indemnifying Party may settle or compromise any claim without the prior written consent of the Indemnified Party; provided that the Indemnifying Party has may not agree to the Indemnified Party any such settlement pursuant to the terms of this Article 4 (and which any remedy or relief, other than monetary damages for which the Indemnifying Party will shall be obligated responsible hereunder, shall be applied to indemnify or against the Indemnified Party in respect of) shall be reduced to Party, without the extent that any such delay in or failure to give notice as herein required prejudices prior written consent of the defence of any such action, suit, proceeding, investigation or claim, or otherwise results in any increase in the liability which the Indemnifying Party has under its indemnity provided for hereinIndemnified Party.

Method of Asserting Claims. (a) If a Party entitled to indemnification pursuant to the terms hereof (the “Indemnified Party”) intends to seek indemnification under this Article 4 7 from the other Party (the “Indemnifying Party”), the Indemnified Party shall give the Indemnifying Party notice of such claim for indemnification promptly following the receipt or determination by the Indemnified Party of actual knowledge or information as to the factual and legal basis of any claim which is subject to indemnification and, where such claim results from the commencement of any claim or action by a third party, promptly following receipt of written notice of such third party claim or action. The failure of or delay by an Indemnified Party to so notify the Indemnifying Party (as set forth above) shall not relieve the Indemnifying Party of its indemnification obligations hereunder to the Indemnified Party, however the liability which the Indemnifying Party has to the Indemnified Party pursuant to the terms of this Article 4 7 (and for which the Indemnifying Party will be obligated to indemnify the Indemnified Party in respect of) shall be reduced to the extent that any such delay in or failure to give notice as herein required prejudices the defence of any such claim, action, suit, proceeding, proceeding or investigation or claim, or otherwise results in any increase in the liability which the Indemnifying Party has under its indemnity provided for herein.

Method of Asserting Claims. (a) If a Party entitled to indemnification pursuant to the terms hereof (the “Indemnified Party”) intends to seek indemnification under this Article 4 8 from the other another Party (the “Indemnifying Party”), the Indemnified Party shall give the Indemnifying Party notice of such claim for indemnification promptly following the receipt or determination by the Indemnified Party of actual knowledge or information as to the factual and legal basis of any claim which is subject to indemnification and, where such claim results from the commencement of any claim or action by a third party, promptly following receipt of written notice of such third party claim or action. The failure of or delay by an Indemnified Party to so notify the Indemnifying Party (as set forth above) shall not relieve the Indemnifying Party of its indemnification obligations hereunder to the Indemnified Party, however the liability which the Indemnifying Party has to the Indemnified Party pursuant to the terms of this Article 4 8 (and for which the Indemnifying Party will be obligated to indemnify the Indemnified Party in respect of) shall be reduced to the extent that any such delay in or failure to give notice as herein required prejudices the defence of any such claim, action, suit, proceeding, proceeding or investigation or claim, or otherwise results in any increase in the liability which the Indemnifying Party has under its indemnity provided for herein.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under Section 9.1 will be asserted and resolved as follows: (a) If In the event any claim or demand in respect of which an Indemnified Party might seek indemnity under Section 9.1 is asserted against or sought to be collected from such Indemnified Party by a Person other than a Seller or any Affiliate of a Seller or of Buyer (a “Third Party entitled to indemnification pursuant to the terms hereof (the “Indemnified Party”) intends to seek indemnification under this Article 4 from the other Party (the “Indemnifying PartyClaim”), the Indemnified Party shall give deliver a Claim Notice with reasonable promptness to the Indemnifying Party. If the Indemnified Party fails to provide the Claim Notice with reasonable promptness after the Indemnified Party receives notice of such claim for indemnification promptly following the receipt or determination by the Indemnified Third Party of actual knowledge or information as to the factual and legal basis of any claim which is subject to indemnification andClaim, where such claim results from the commencement of any claim or action by a third party, promptly following receipt of written notice of such third party claim or action. The failure of or delay by an Indemnified Party to so notify the Indemnifying Party (as set forth above) shall not relieve the Indemnifying Party of its indemnification obligations hereunder to the Indemnified Party, however the liability which the Indemnifying Party has to the Indemnified Party pursuant to the terms of this Article 4 (and for which the Indemnifying Party will not be obligated to indemnify the Indemnified Party in with respect of) shall be reduced to such Third Party Claim to the extent that any the Indemnifying Party’s ability to defend has been irreparably prejudiced by such delay in or failure to give notice of the Indemnified Party. The Indemnifying Party will notify the Indemnified Party as herein required prejudices soon as practicable within the defence of any such action, suit, proceeding, investigation or claim, or otherwise results in any increase in the liability which Dispute Period whether the Indemnifying Party has disputes its liability to the Indemnified Party under Section 9.1 and whether the Indemnifying Party desires, at its indemnity provided for hereinsole cost and expense, to defend the Indemnified Party against such Third Party Claim.

Method of Asserting Claims. (a) If a Party entitled to indemnification pursuant to the terms hereof of this Agreement (the “Indemnified Party”) intends to seek indemnification under this Article 4 7 from the other Party (the “Indemnifying Party”) for any Claim by a third party (including a Governmental Authority) (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party notice of such claim Third Party Claim for indemnification promptly following the receipt or determination by the Indemnified Party of actual knowledge or information as to the factual and legal basis of any claim Third Party Claim which is subject to indemnification and, where such claim results from the commencement of any claim or action by a third party, promptly following receipt of written notice of such third party claim or actionThird Party Claim. The failure of or delay by an Indemnified Party to so notify the Indemnifying Party (as set forth above) shall not relieve the Indemnifying Party of its indemnification obligations hereunder under this Agreement to the Indemnified Party, however the liability which the Indemnifying Party has to the Indemnified Party pursuant to the terms of this Article 4 7 (and for which the Indemnifying Party will be obligated to indemnify the Indemnified Party in respect of) shall be reduced to the extent that any such delay in or failure to give notice as herein required in this Agreement prejudices the defence of any such action, suit, proceeding, investigation or claimThird Party Claim, or otherwise results in any increase in the liability which the Indemnifying Party has under its indemnity provided for herein.