Common use of Notice of Claims Clause in Contracts

Notice of Claims. If a Claim is asserted against a Person for which a Party may have Indemnity Obligations under this Agreement (an “Indemnity Claim”), the indemnified Person shall give the indemnifying Party written notice of the underlying Claim setting forth the particulars associated with the underlying Claim (including a copy of the written underlying Claim, if any) as then known by the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims with respect to which the Individual Indemnity Threshold in Section 4.4 applies, an Indemnity Claim shall be deemed to have been made (subject to the provisions of Section 4.4) upon the indemnified Person’s providing an initial Indemnity Claim Notice to the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shall, to the extent practicable, give an Indemnity Claim Notice within such time as will allow the indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying Claim; provided, (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the expiration of any such time period, with respect to the matter described in such Indemnity Claim Notice.

Notice of Claims. (a) If a Party (the Claimant Party) wishes to make a Claim against another Party (the Defendant Party), the Claimant Party shall, subject to the terms of the Third Party Claims and Investigations Management Agreement to the extent such a Claim arises from a Third Party Claim or an Investigation, as soon as reasonably practicable after becoming aware of the facts or circumstances giving rise to such Claim (including any written demand or claim that is asserted against the Claimant Party by a Person for Third Party), give written notice to the Defendant Party (the Claim Notice) containing reasonably specific details of the Claim, including such Information as is available to the Claimant Party (or its Affiliates) to assess the Claim and, to the extent reasonably practicable, the Claimant Party’s estimate (on a without prejudice basis), on the basis of the Information then available to the Claimant Party, of the amount of the Liabilities which are, or are to be, the subject of the Claim (if known) and the method of computation thereof. To the extent a reasonable estimate and/or method of computation cannot reasonably be provided in the Claim Notice, the Claimant Party may have Indemnity Obligations under shall provide such Information to the Defendant Party as soon as reasonably practicable thereafter. For the purposes of this Agreement Clause 16 (an Claims), “Indemnity Claim”Affiliates” of each of Alcon and Novartis shall include the respective current and former shareholders, directors, officers, managers, members, agents and employees who are entitled to indemnification pursuant to Clause 13 (Mutual Release and Indemnification). (b) Following the delivery of a Claim Notice pursuant to Clause 16.2(a), the indemnified Person Defendant Party shall give have a period of forty-five (45) days within which to object to any such notice, stating whether it disputes the indemnifying existence or scope of an obligation to indemnify the Claimant Party, and describing in reasonable detail the basis for its objection thereto. If the Defendant Party written notice of does not so respond within such forty-five (45)-day period stating that the underlying Claim setting forth the particulars associated with the underlying Claim (including a copy of the written underlying Defendant Party disputes its liability for such Claim, if any) as then known by the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims with respect to which the Individual Indemnity Threshold in Section 4.4 applies, an Indemnity Claim Defendant Party shall be deemed to have been made be disputing such Claim. (subject to c) If, the parties are disputing a Claim following the procedure outlined above, the provisions of Section 4.4Clause 41 (Dispute Resolution) upon the indemnified Person’s providing an initial Indemnity Claim shall apply. (d) The regime provided for in this Clause 16.2 (Notice to the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably of Claims) shall be expected to exceed the Individual Indemnity Threshold. The indemnified Person shall, to the extent practicable, give an Indemnity Claim Notice within such time as will allow the indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying Claim; provided, (a) failure to do so shall not affect an indemnified Person’s rights hereunder except forlieu of, and only to the extent thatnot in addition to, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying any Claimant Party’s ability duty to defend against immediately inspect and notify the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth Defendant Party in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) accordance with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the expiration of any such time period, with respect to the matter described in such Indemnity Claim Noticearticle 201 CO.

Notice of Claims. If (a) Any Indemnified Party shall, within the limitation period provided for in Section 7.1, give, in the case of indemnification sought by: (i) any Seller Indemnified Party, to Buyer; or (ii) any Buyer Indemnified Party, to Seller, a written notice (a “Claim Notice”) that includes a general description of the facts giving rise to the claim for indemnification hereunder that is asserted against the subject of the Claim Notice (if and to the extent then known), a Person good faith estimate of the amount of such claim and a reference to the provision of this Agreement upon which such claim is based along with disclosure of any policy of insurance which may afford coverage for which all or part of such claim. A Claim Notice shall be given promptly following the claimant’s determination that facts or events give rise to a claim for indemnification hereunder; provided that the failure to give such written notice (i) shall not relieve any Indemnifying Party of its obligations under this Article VII, except to the extent it shall have been actually and materially prejudiced by such failure, and (ii) shall not relieve any Indemnifying Party of any other obligation or liability it may have Indemnity Obligations to any Indemnified Party otherwise than under this Agreement Article VII. (b) An Indemnifying Party shall have sixty (60) days after the receipt of any proper Claim Notice pursuant hereto to: (i) agree to the amount set forth in the Claim Notice (the “Indemnification Amount”) and to pay or cause to be paid such amount to such Indemnified Party (A) in the case of a claim by the Seller Indemnified Parties, by wire transfer in immediately available funds, or (B) in the case of a claim by the Buyer Indemnified Parties, (1) by the Buyer and Seller jointly directing the Escrow Agent to release from the Indemnity Escrow Holdback Amount an “amount equal to eighty percent (80%) of the Indemnification Amount, and (2) by Seller transferring back to Parent or a nominee thereof (for no consideration) from the Indemnity Claim”), Holdback Shares the indemnified Person shall give number of shares of Parent Stock equal to (x) twenty percent (20%) of the indemnifying Indemnification Amount divided by (y) the Market Value as of the date of the Claim Notice; or (ii) provide such Indemnified Party with written notice of the underlying Claim setting forth the particulars associated that it disagrees with the underlying claim set forth in the Claim Notice (including a copy of the written underlying Claim, if any) as then known by the indemnified Person (“Indemnity Claim Dispute Notice”). For Indemnity Claims with respect a period of sixty (60) days after the giving of any Dispute Notice, a representative of the Indemnifying Party and the Indemnified Party shall negotiate in good faith to which resolve the Individual Indemnity Threshold in Section 4.4 appliesmatter. In the event that the controversy is not resolved within sixty (60) days after the date the Dispute Notice is given, an Indemnity the Parties may thereupon proceed to pursue any and all available remedies at law. If the Indemnifying Party agrees to the Claim Notice pursuant to clause (i) above or fails to provide a timely Dispute Notice pursuant to clause (ii) above, then: (x) if the Indemnified Party is a Buyer Indemnified Party, Buyer shall be deemed to have been made (subject entitled to the provisions of indemnification payment released by the Escrow Agent as contemplated by Section 4.47.5(b)(i)(B), or (y) upon if the indemnified Person’s providing an initial Indemnity Claim Notice to the indemnifying Indemnified Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person is a Seller Indemnified Party, then Buyer shall, to using its own immediately available funds, pay Seller the extent practicable, give an Indemnity Claim Notice within such time as will allow the indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying Claim; provided, (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period amount set forth in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the expiration of any such time period, with respect to the matter described in such Indemnity Claim Notice.

Notice of Claims. If either a Claim is asserted against Buyer Indemnified Party, on the one hand, or a Person for which a Seller Indemnified Party, on the other hand (such Buyer Indemnified Party may have Indemnity Obligations under this Agreement (on the one hand and such Seller Indemnified Party on the other hand being hereinafter referred to as an “Indemnity ClaimIndemnified Party”), has suffered or incurred any Losses for which indemnification may be sought under this ARTICLE 6, the indemnified Person Indemnified Party shall give so notify the indemnifying Party written notice of other party from whom indemnification is sought under this ARTICLE 6 (the underlying Claim setting forth “Indemnifying Party”) promptly in writing describing such Loss, the particulars associated with the underlying Claim (including a copy of the written underlying Claimamount or estimated amount thereof, if any) as then known or reasonably capable of estimation, and the method of computation of such Loss, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such Loss shall have occurred. If any claim, action, suit or proceeding is asserted or instituted by the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims or against a Third Party with respect to which an Indemnified Party intends to claim any Loss under this ARTICLE 6, such Indemnified Party shall promptly notify the Individual Indemnity Threshold in Section 4.4 appliesIndemnifying Party of such claim, an Indemnity Claim shall be deemed to have been made (subject action, suit or proceeding and tender to the provisions Indemnifying Party the defense of such claim, action, suit or proceeding. A failure by an Indemnified Party to give notice and to tender the defense of such claim, action, suit or proceeding in a timely manner pursuant to this Section 4.4) upon 6.2 shall not limit the indemnified Person’s providing an initial Indemnity Claim Notice to obligation of the indemnifying Indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shallunder this ARTICLE 6, except to the extent practicable, give an Indemnity Claim Notice within such time as will allow the indemnifying Indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying Claim; provided, (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the expiration of any such time period, with respect to the matter described in such Indemnity Claim Noticeactually prejudiced thereby.

Notice of Claims. If (a) Except with respect to Tax Claims, which shall be governed exclusively by Section 6.10, any Buyer Indemnified Party or Seller Indemnified Party seeking indemnification hereunder (the “Indemnified Party”) shall, within the relevant limitation period provided for in Section 9.1 above, give to the party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to any claims for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement or any agreement, certificate or instrument executed pursuant hereto or in connection herewith upon which such claim is based; provided, that a Claim is asserted Notice in respect of any action at law or suit in equity by or against a third Person for as to which a indemnification will be sought shall be given promptly after the action or suit is commenced and shall be subject to Section 9.6 below; provided, further, that failure to give such notice shall not relieve the Indemnitor of its obligations hereunder, except to the extent it shall have been prejudiced by such failure. (b) An Indemnitor shall have 30 days after the giving of any Claim Notice pursuant hereto to (i) agree to the amount or method of determination set forth in the Claim Notice and to pay such amount to such Indemnified Party may have Indemnity Obligations under this Agreement in immediately available funds or (an “Indemnity Claim”), the indemnified Person shall give the indemnifying ii) provide such Indemnified Party written with notice of the underlying Claim setting forth the particulars associated that it disagrees with the underlying claim or the amount or method of determination set forth in the Claim Notice (including a copy of the written underlying Claim, if any) as then known by the indemnified Person (“Indemnity Claim Dispute Notice”). For Indemnity Claims with respect Within 15 days after the giving of the Dispute Notice, a representative of the Indemnitor and the Indemnified Party shall negotiate in a bona fide attempt to which resolve the Individual Indemnity Threshold in Section 4.4 appliesmatter. In the event that the controversy is not resolved within 30 days of the giving of the Dispute Notice, an Indemnity Claim the parties shall be deemed proceed to have been made (subject binding arbitration pursuant to the provisions following procedures: (i) Any party may send another party written notice identifying the matter in dispute and invoking the procedures of this Section 4.49.5. Within 14 days, each party involved in the dispute shall meet at a mutually agreed location in New York, New York, for the purpose of determining whether they can resolve the dispute themselves by written agreement, and, if not, whether they can agree upon a third-party arbitrator to whom to submit the matter in dispute for final and binding arbitration. (ii) upon If such parties fail to resolve the indemnified Person’s providing an initial Indemnity Claim Notice dispute by written agreement or agree on the arbitrator within said 14-day period, any such party may make written application to the indemnifying Party stating that Judicial Arbitration & Mediation Services, Inc. (“J.A.M.S.”) for the Claim underlying appointment of a panel of three arbitrators (collectively, the Indemnity Claim could reasonably be expected “Arbitrators”) to exceed resolve the Individual Indemnity Thresholddispute by arbitration. The indemnified Person shallAt the request of J.A.M.S., the parties involved in the dispute shall meet with J.A.M.S. at its offices within ten days of such request to discuss the extent practicable, give an Indemnity Claim Notice within such time as will allow dispute and the indemnifying Party a reasonable period in qualifications and experience which to evaluate and timely respond to each party respectively believes the underlying ClaimArbitrators should have; provided, however, that the selection of the Arbitrators shall be the exclusive decision of J.A.M.S. and shall be made within 30 days of the written application to J.A.M.S. (aiii) failure Within 120 days of the selection of the Arbitrators, the parties involved in the dispute shall meet in New York, New York, with such Arbitrators at a place and time designated by such Arbitrators after consultation with such parties and present their respective positions on the dispute. The arbitration proceeding shall be held in accordance with the rules for commercial arbitration of J.A.M.S. in effect on the date of the initial request for appointment of the Arbitrators (as such rules are modified by the terms of this Agreement or may be further modified by mutual agreement of the parties). Each party shall have no longer than five days to do so present its position, the entire proceedings before the Arbitrators shall not affect an indemnified Person’s rights hereunder except forbe no more than ten consecutive days, and only to the extent that, such failure results in insufficient time being available to permit decision of the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice Arbitrators shall be effective, subject to made in writing no more than 30 days following the other limitations end of the proceeding. Such an award shall be a final and binding determination of the dispute and shall be fully enforceable as an arbitration decision in Section 4.4 any court having jurisdiction and venue over such parties. The prevailing party (if applicable), as to costs determined by the Arbitrators) shall in addition be awarded by the Arbitrators such party’s own attorneys’ fees and expenses incurred or suffered after in connection with such proceeding. The non-prevailing party (as determined by the expiration of any such time period, with respect to Arbitrators) shall pay the matter described in such Indemnity Claim NoticeArbitrators’ fees and expenses.

Notice of Claims. If a Claim is asserted against a Person for which a Party may have Indemnity Obligations Each party indemnified under Section 4(a) or Section 4(b) of this Agreement (an “Indemnity Claim”)shall, the indemnified Person shall give the indemnifying Party written promptly after receipt of notice of the underlying Claim setting forth commencement of any action against such indemnified party in respect of which indemnity may be sought, notify the particulars associated with indemnifying party in writing of the underlying Claim (including commencement thereof, enclosing a copy of all papers served on such indemnified party. The omission of any indemnified party so to notify an indemnifying party of any such action shall not relieve the written underlying Claim, if any) as then known by indemnifying party from any liability in respect of such action which it may have to such indemnified party on account of the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims with respect to which the Individual Indemnity Threshold indemnity agreement contained in Section 4.4 applies4(a) or Section 4(b) of this Agreement, an Indemnity Claim unless the indemnifying party was prejudiced by such omission, and in no event shall relieve the indemnifying party from any other liability which it may have to such indemnified party. In case any such action shall be deemed to have been made (subject to brought against any indemnified party and it shall notify an indemnifying party of the provisions of Section 4.4) upon the indemnified Person’s providing an initial Indemnity Claim Notice to commencement thereof, the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably party shall be expected entitled to exceed the Individual Indemnity Threshold. The indemnified Person shallparticipate therein and, to the extent practicablethat it may wish, give jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party; provided that if any indemnified party or parties reasonably determine that there may be legal defenses available to such indemnified party that are different from or in addition to those available to such indemnifying party or that representation of such indemnifying party and any indemnified party by the same counsel would present a conflict of interest, then such indemnifying party shall not be entitled to assume such defense. If an Indemnity Claim Notice within indemnifying party assumes the defense of an action in accordance with and as permitted by the provisions of this paragraph, such time as will allow indemnifying party shall not be liable to such indemnified party under Section 4(a) or Section 4(b) of this Agreement for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. In no event shall the indemnifying Party a reasonable period in which to evaluate and timely respond to party be liable for the underlying Claim; provided, (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable), as to costs fees and expenses incurred of more than one counsel (in addition to local counsel) separate from its own counsel for all indemnified parties in connection with any one action of separate but similar or suffered after related actions in the expiration same jurisdiction arising out of any such time period, with respect to the matter described in such Indemnity Claim Noticesame general allegations or circumstances.

Notice of Claims. If a Claim is asserted against a Person for which a Party may have Indemnity Obligations an obligation of indemnity and defense under this Article 8 or any other provision of this Agreement (an “Indemnity Claim”), the indemnified Person shall give the indemnifying Party prompt written notice of the underlying Claim setting forth the particulars associated with the underlying Claim (including a copy of the written underlying Third Party Claim, if any) as then known by the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims with respect to which the Individual Indemnity Threshold threshold limitations in Section 4.4 applies8.7 apply, an Indemnity Claim shall be deemed to have been made (subject to the other provisions of Section 4.48.7) upon the indemnified Person’s providing an initial Indemnity Claim Notice to the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected in good faith to exceed the Individual Indemnity Thresholdapplicable threshold amount. The indemnified Person shall, to the extent practicable, give an Indemnity Claim Notice within such time as will shall allow the HOUSTON 1139976v.13 indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying Claim; provided, however, that (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent thatof, such any incremental costs incurred by the indemnified Person with respect to the Indemnity Claim resulting from the failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defensesgive notice; and (b) the foregoing shall not extend the time period periods set forth in Section 4.4(a) 8.7 (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a)8.7, such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable)provisions of Article 8, as to costs and expenses incurred or suffered after the expiration of any such time period, with respect to the matter generally described in such Indemnity Claim Notice; and (c), without extending the time periods set forth in Section 8.7, the indemnified Person shall not be required to provide an Indemnity Claim Notice unless and until such Person believes that the Claim underlying the Indemnity Claim could reasonably be expected in good faith to exceed the applicable threshold (if any) set forth in Section 8.7.

Notice of Claims. If a Claim is asserted against a Person for which a Party may have Indemnity Obligations Each party indemnified under Section 6(a) or Section 6(b) of this Agreement (an “Indemnity Claim”)shall, the indemnified Person shall give the indemnifying Party written promptly after receipt of notice of the underlying Claim setting forth commencement of any action against such indemnified party in respect of which indemnity may be sought, notify the particulars associated with the underlying Claim (including a copy indemnifying party in writing of the written underlying Claim, if any) as then known by commencement thereof. The failure of any indemnified party so to notify an indemnifying party of any such action shall not relieve the indemnifying party from any liability in respect of such action which it may have to such indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims with respect to which party on account of the Individual Indemnity Threshold indemnity agreement contained in Section 4.4 applies6(a) or Section 6(b) of this Agreement, an Indemnity Claim unless the indemnifying party was prejudiced by such failure, and in no event shall relieve the indemnifying party from any other liability which it may have to such indemnified party. In case any such action shall be deemed to have been made (subject to brought against any indemnified party and it shall notify an indemnifying party of the provisions of Section 4.4) upon the indemnified Person’s providing an initial Indemnity Claim Notice to commencement thereof, the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably party shall be expected entitled to exceed the Individual Indemnity Threshold. The indemnified Person shallparticipate therein and, to the extent practicablethat it may wish, give an Indemnity Claim Notice within jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such time as will allow indemnified party, and, after notice from the indemnifying Party party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under Section 6(a) or Section 6(b) of this Agreement for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. Notwithstanding the above, however, if representation of one or more indemnified parties by the counsel retained by the indemnifying party would be inappropriate due to actual conflicting interests between such indemnified parties (the "CONFLICTING INDEMNIFIED PARTIES") and any other party represented by such counsel in such proceeding, then such conflicting indemnified parties shall have the right to retain one separate counsel, chosen by the holders of a reasonable period majority of the Subject Stock included in which to evaluate and timely respond to the underlying Claim; providedregistration, at the expense of the indemnifying party. No indemnifying party, (ai) failure to do so in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, which consent shall not affect unreasonably be withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified Person’s rights hereunder except for, and only to the extent that, such failure results party of a release from all liability in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a)claim or litigation, such Indemnity Claim Notice or (ii) shall be effectiveliable for amounts paid in any settlement if such settlement is effected without the consent of the indemnifying party, subject to the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the expiration of any such time period, with respect to the matter described in such Indemnity Claim Noticewhich consent shall not be unreasonably withheld.

Notice of Claims. If a Claim is asserted against a Person for which a Party may have Indemnity Obligations under this Agreement (an “Indemnity Claim”)Acquiror believes that it has suffered or incurred any Loss and Expense, it shall notify the indemnified Person shall give the indemnifying Party written notice of the underlying Claim setting forth the particulars associated with the underlying Claim (including a copy of the written underlying Claim, if any) as then known by the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims with respect to which the Individual Indemnity Threshold Agent promptly in Section 4.4 applies, an Indemnity Claim shall be deemed to have been made (subject to the provisions of Section 4.4) upon the indemnified Person’s providing an initial Indemnity Claim Notice to the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shall, to the extent practicable, give an Indemnity Claim Notice within such time as will allow the indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying Claim; provided, (a) failure to do so shall not affect an indemnified Person’s rights hereunder except forwriting, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party any event within the applicable time period (if any) specified in Section 8.1, describing such Loss and Expense, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such Loss and Expense shall have occurred. If any Legal Action is instituted by a third party with respect to which Acquiror intends to claim any liability or expense as Loss and Expense under this Article, Acquiror shall promptly notify the Agent of such Legal Action, but the failure to so notify the Agent shall not affect Acquiror's ability to recover its Losses and Expenses from the Escrow Indemnity Funds under this Article, except to the extent such failure to notify prejudices the Agent's ability to defend against such Claim. With respect to Losses and Expenses for which recovery could be made under any insurance policies held prior to the Closing by the Company or any Company Subsidiary or pursuant to indemnification obligations of a third party in favor of the Company or any Company Subsidiary under any Acquisition Agreements, Acquiror undertakes to use commercially reasonable efforts to pursue in good faith recovery under such insurance policies or from such third-party indemnitors prior to Acquiror's recovery from the Escrow Indemnity Funds in respect of a Claim for indemnification with respect to such Claim set forth in Section 4.4(a)matters under this Agreement; provided, such Indemnity Claim Notice however, that Acquiror shall be effectiveentitled to indemnification hereunder for any costs, fees and expenses incurred by Acquiror in pursuing recovery under such insurance policies or from such third-party indemnitors; and provided, further, that any representation, warranty, covenant or agreement which is the subject of a claim for insurance or for third-party indemnification which is asserted prior to the expiration of the Escrow Indemnity Period shall survive (together with Acquiror's right to indemnification in the immediately preceding proviso) for purposes of a Claim hereunder with respect thereto until the final resolution thereof. Acquiror agrees that, subject to the other limitations provisos in Section 4.4 (if applicable)the immediately preceding sentence, as to costs and expenses incurred amounts actually received by Acquiror under the insurance policies or suffered after from the expiration of any such time period, with respect to the matter third-party indemnitors described in such Indemnity Claim Noticethe preceding sentence shall not constitute Losses and Expenses for which Acquiror is entitled to indemnification hereunder.

Notice of Claims. If (a) If, at any time on or prior to the Claims Deadline, any of the Breitling Indemnified Parties shall assert a Claim is asserted against claim for indemnification pursuant to Section 5.1, such Breitling Indemnified Party shall submit to the Company a Person written claim in good faith signed by an authorized officer of Breitling or other Breitling Indemnified Party, as applicable, stating (i) that a Breitling Indemnified Party incurred or reasonably believes it may incur Damages and the reasonable estimate of the amount of any such Damages; (ii) in reasonable detail, the facts alleged as the basis for which a Party may have Indemnity Obligations under such claim and the section or sections of this Agreement alleged as the basis or bases for the claim; and (an “Indemnity Claim”)iii) if the Damages have actually been incurred, the indemnified Person shall give number of additional Common Shares to which the indemnifying Party written notice of the underlying Claim setting forth the particulars associated with the underlying Claim (including a copy of the written underlying Claim, if any) as then known by the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims Breitling Indemnified Parties are entitled to with respect to such Damages, which shall be determined as provided in Section 5.5 below. If the claim is for Damages which the Individual Indemnity Threshold Breitling Indemnified Parties reasonably believe may be incurred or are otherwise un-liquidated, the written claim of the applicable Breitling Indemnified Party shall state the reasonable estimate of such Damages, in Section 4.4 applies, an Indemnity Claim which event a claim shall be deemed to have been made (subject asserted under this Article V in the amount of such estimated Damages, but no distribution of additional Common Shares to the provisions of Breitling Indemnified Persons pursuant to Section 4.45.5 below shall be made until such Damages have actually been incurred. (b) upon In the indemnified Person’s providing an initial Indemnity Claim Notice event that any action, suit or proceeding is brought against any Breitling Indemnified Party with respect to which the indemnifying Party stating that Company may have liability under this Article V, the Claim underlying Company shall have the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shallright, at its cost and expense, to defend such action, suit or proceeding in the extent practicable, give an Indemnity Claim Notice within such time as will allow name and on behalf of the indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying ClaimBreitling Indemnified Party; provided, (a) failure however, that a Breitling Indemnified Party shall have the right to do so retain its own counsel, with fees and expenses paid by the Company, if representation of the Breitling Indemnified Party by counsel retained by the Company would be inappropriate because of actual or potential differing interests between the Company and the Breitling Indemnified Party. In connection with any action, suit or proceeding subject to Article V, the Company and each Breitling Indemnified Party agree to render to each other such assistance as may reasonably be required in order to ensure proper and adequate defense of such action, suit or proceeding. The Company shall not, without the prior written consent of the applicable Breitling Indemnified Party, which consent shall not affect be unreasonably withheld or delayed, settle or compromise any claim or demand if such settlement or compromise does not include an indemnified Person’s rights hereunder except for, irrevocable and only to the extent that, unconditional release of such failure results in insufficient time being available to permit the indemnifying Breitling Indemnified Party to effectively defend against the Claim for any liability arising out of such claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the expiration of any such time period, with respect to the matter described in such Indemnity Claim Noticedemand.

Notice of Claims. (a) If a Claim is asserted against a Person for which a Party may have Indemnity Obligations any of the Persons to be indemnified under this Agreement Article 9 (an the “Indemnity Indemnified Party”) has suffered or incurred any Loss (other than one resulting from a Third Party Claim”), the indemnified Person Indemnified Party shall so notify in writing the party from whom indemnification is sought (the “Indemnifying Party”) promptly after obtaining knowledge of such claim, describing such Loss, the amount or estimated amount thereof, if known or reasonably capable of estimation, and the method of computation of such Loss, all with reasonable specificity and containing a reference to the provisions of this Agreement, any Implementing Agreement or any Transition Agreement in respect of which such Loss shall have occurred. A failure to give notice in a timely manner pursuant to this Section 9.3(a) shall not limit the indemnifying Party written notice obligation of the underlying Claim setting forth Indemnifying Party under this Article 9: (i) except to the particulars associated with extent such Indemnifying Party is prejudiced thereby and (ii) except to the underlying Claim extent expenses are incurred during the period in which notice was not provided. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim of indemnity (including reasonable access to and copies of records and information that are reasonably relevant to such matters and the making available of employees on a copy mutually convenient basis for providing additional information and explanation of any material relating to such matters). If the Indemnifying Party does not notify the Indemnified Party within sixty (60) calendar days following its receipt of a notice delivered pursuant to this Section 9.3 that the Indemnifying Party disputes its liability to the Indemnified Party under this Article 9, such claim specified by the Indemnified Party in such notice shall be conclusively determined to be a liability of the written underlying Claim, if anyIndemnifying Party. (b) as then known If any Proceeding is instituted by the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims or against a third party with respect to which the Individual Indemnity Threshold Indemnified Party intends to claim any Liability or expense as a Loss under this Article 9, the Indemnified Party shall promptly following receipt by such Indemnified Party of notice of the Third Party Claim notify the Indemnifying Party in writing and in reasonable detail of such Proceeding. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, promptly following the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. A failure to give notice and to tender the defense of the Proceeding in a timely manner pursuant to this Section 4.4 applies9.3(b) shall not limit the obligation of the Indemnifying Party under this Article 9: (i) except to the extent such Indemnifying Party is prejudiced thereby, an Indemnity Claim and for this purpose, any failure to give notice and to tender the defense that results in the Indemnifying Party not controlling or participating in such Proceeding shall be deemed to have been made prejudice the Indemnifying Party, (subject to the provisions of Section 4.4ii) upon the indemnified Person’s providing an initial Indemnity Claim Notice to the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shall, except to the extent practicable, give an Indemnity Claim Notice within such time as will allow expenses are incurred during the indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying Claim; notice was not provided, (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (biii) the foregoing shall not extend the time period set forth in except as provided by Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the expiration of any such time period, with respect to the matter described in such Indemnity Claim Notice9.4 below.

Notice of Claims. If In the event any Parent Indemnified Party shall seek indemnification hereunder, Parent shall, within the relevant limitation period provided for in Section 11.1, give to the Securityholders’ Representative a Claim is asserted against notice (a Person for which a Party may have Indemnity Obligations under this Agreement (an “Indemnity Claim”), the indemnified Person shall give the indemnifying Party written notice of the underlying Claim setting forth the particulars associated with the underlying Claim (including a copy of the written underlying Claim, if any) as then known by the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims with respect ) describing in reasonable detail the facts giving rise to such claim for indemnification and shall include in such Claim Notice whether such claim relates to a claim by a Third Party against such Parent Indemnified Party (a “Third Party Claim”) (in which case, such Claim Notice shall also include copies of all material written documents pursuant to which such Third Party Claim has been made) and the Individual Indemnity Threshold estimated amount or the method of computation of the amount of such claim, and a reference to the relevant provision of this Agreement giving rise to such claim for indemnification; provided that a Claim Notice in Section 4.4 applies, an Indemnity Claim respect of any Action by or against a Third Party as to which indemnification shall be deemed sought shall be given promptly (and in any event within thirty (30) days) after the Parent Indemnified Party becomes aware of the material facts constituting the basis for such Action; and provided further, that failure by Parent to have been made (subject give any such notice shall not affect such Parent Indemnified Party’s right to the provisions of Section 4.4) upon the indemnified Person’s providing an initial Indemnity Claim Notice to the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shall, indemnification hereunder except to the extent practicablethe Securityholders’ Representative or the Securityholders have been materially prejudiced by such failure. For the avoidance of doubt, give an Indemnity Claim Notice within such time as will allow the indemnifying Party a reasonable period in which any notice to evaluate and timely respond to the underlying Claim; provided, (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is be given to an indemnifying (or delivered by) a Parent Indemnified Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice under this Article XI shall be effective, subject to the other limitations given by (or delivered to) Parent on behalf and in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the expiration lieu of any such time period, with respect to the matter described in such Indemnity Claim NoticeParent Indemnified Party.

Notice of Claims. If (a) Any party (the "Indemnified Party") seeking indemnification hereunder shall give promptly to the party obligated to provide indemnification to such Indemnified Party (the "Indemnitor") a written notice (a "Claim Notice") describing in reasonable detail the facts giving rise to the claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement or any other agreement, document or instrument executed hereunder or in connection herewith upon which such claim is asserted against a Person for which a based. The failure of any Indemnified Party may have Indemnity Obligations to give the Claim Notice promptly as required by this Section 10.3 shall not affect such Indemnified Party's rights under this Agreement ARTICLE 10 except to the extent such failure is actually prejudicial to the rights and obligations of the Indemnitor. (b) In calculating any Loss, there shall be deducted any insurance recovery in respect thereof (and no right of subrogation shall accrue hereunder to any insurer). Any indemnity payment hereunder with respect to any Loss shall be calculated on an “Indemnity Claim”"After-Tax Basis", which shall mean an amount which is sufficient to compensate the Indemnified Party for the event giving rise to such Loss (the "Indemnified Event"), determined after taking into account (1) all increases in federal, state, local or other taxes (including estimated taxes) payable by the indemnified Person shall give the indemnifying Indemnified Party written notice as a result of the underlying Claim setting forth receipt of the particulars associated with indemnity payment (as a result of the underlying Claim indemnity payment being included in income, resulting in a reduction of tax basis, or otherwise); provided, however, that the Buyer and the Seller agree to report each payment made in respect of a Loss as an adjustment to the Purchase Price for federal income tax purposes, (2) all increases in federal, state, local and other taxes (including estimated taxes) payable by the Indemnified Party for all affected taxable years as a copy result of the Indemnified Event, and (3) all reductions in federal, state, local and foreign taxes (including estimated taxes) payable by the Indemnified Party as a result of the Indemnified Event. All calculations shall be made using reasonable assumptions agreed upon by the Buyer and the Seller and, in the case of any present value calculations, shall be made using the applicable federal rate in effect at the time of the Indemnified Event (based on the Federal mid-term rate) using semi-annual compounding plus two percentage points. (c) After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which an Indemnified Party shall be entitled under this ARTICLE 10 shall be determined: (i) by the written underlying Claimagreement between the Indemnified Party and the Indemnitor; (ii) by a final judgment or decree of any court of competent jurisdiction; or (iii) by any other means to which the Indemnified Party and the Indemnitor shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, if any) as then known by the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims with respect to which the Individual Indemnity Threshold in Section 4.4 applies, an Indemnity Claim shall be deemed to have expired and no appeal shall have been made (subject to the provisions of Section 4.4) upon the indemnified Person’s providing an initial Indemnity Claim Notice to the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shall, to the extent practicable, give an Indemnity Claim Notice within such time as will allow the indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying Claim; provided, (a) failure to do so taken or when all appeals taken shall not affect an indemnified Person’s rights hereunder except for, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the expiration of any such time period, with respect to the matter described in such Indemnity Claim Noticehave been finally determined.

Notice of Claims. If A Buyer Indemnified Person or Seller Indemnified Person claiming indemnification hereunder (a “Claiming Party”) shall give to the Seller for claims under Section 10.1 or to the Buyer for claims under Section 10.2 (as applicable, the “Responding Party”) prompt written notice (such notice, the “Claim is asserted against Notice”) of any good faith claim for indemnification (including as a Person for which result of a Third Party may have Indemnity Obligations under this Agreement (an Claim, a “Indemnity Claim”), but in any event (i) prior to the indemnified Person shall give the indemnifying Party written notice expiration of the underlying applicable time period for such Claim setting forth as provided in Section 10.4(a) and (ii) if such Claim relates to the particulars associated assertion against the Claiming Party of any claim or dispute by a third party (a “Third Party Claim”), promptly after the assertion in writing by or on behalf of such third party of such Third Party Claim. Notwithstanding the foregoing, no defect or delay in the information provided in the Claim Notice in accordance with the underlying Claim terms hereof (including a copy other than the failure to give notice prior to the expiration of the written underlying applicable time period for such Claim, if any) as then known by the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims with respect to which the Individual Indemnity Threshold specified in Section 4.4 applies, an Indemnity Claim 10.4(a)) shall be deemed to have been made (subject to the provisions of Section 4.4) upon the indemnified Person’s providing an initial Indemnity Claim Notice to the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shall, to the extent practicable, give an Indemnity Claim Notice within such time as will allow the indemnifying Party affect a reasonable period in which to evaluate and timely respond to the underlying Claim; provided, (a) failure to do so shall not affect an indemnified PersonClaiming Party’s rights hereunder except for, unless (and then only to the extent that) the Responding Party is materially prejudiced thereby. The Claim Notice shall describe the nature of the Claim, such failure results in insufficient time being the amount of Damages sought thereunder if then known, provision or provisions of this Agreement on which the Claim is based, and the Claiming Party shall otherwise make reasonably available to permit the indemnifying Responding Party any other relevant information which is material to effectively defend against the Claim or otherwise materially prejudices and which is in the indemnifying possession of the Claiming Party’s ability to defend against . Unless the Claim through described in the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is contested by the Responding Party by written notice to the Claiming Party of the amount of the Claim that is contested, given to an indemnifying within ten (10) days of the receipt of the Claim Notice (the “Dispute Notice”), the Claiming Party within may recover such undisputed amount of the applicable time period (Claim described in the Claim Notice, if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be effectivefrom the Responding Party, subject to the other terms and limitations of this Article X. In the event the Responding Party timely delivers a Dispute Notice, (A) the Claiming Party shall have ten (10) days to respond thereto in Section 4.4 a written statement and (if applicable), as B) the Claiming Party and the Responding Party shall attempt in good faith for ten (10) days after receipt the Responding Party’s receipt of a written response to costs resolve the objections set forth therein. If no settlement can be reached between the Claiming Party and expenses incurred or suffered after the expiration of any such time period, Responding Party with respect to a Claim after good faith negotiation during the matter described ten (10)-day period after the Claiming Party’s receipt of the Dispute Notice, the Parties will no longer be bound by the dispute resolution procedures in this Section 10.3(a) and either Party may commence an Action to resolve such Indemnity Claim Noticedispute. The Parties agree that all discussions, negotiations and other information exchanged between the Parties during the foregoing dispute resolution proceedings will be without prejudice to the legal position of a Party in any subsequent Action.

Notice of Claims. If either a Claim is asserted against Buyer Indemnified Party, on the one hand, or a Person for which a Seller Indemnified Party, on the other hand (such Buyer Indemnified Party may have Indemnity Obligations under this Agreement (on the one hand and such Seller Indemnified Party on the other hand being hereinafter referred to as an “Indemnity ClaimIndemnified Party”), has suffered or incurred any Losses for which indemnification may be sought under this Article 6, the indemnified Person Indemnified Party shall give so notify the indemnifying Party written notice of other party from whom indemnification is sought under this Article 6 (the underlying Claim setting forth “Indemnifying Party”) promptly in writing describing such Loss, the particulars associated with the underlying Claim (including a copy of the written underlying Claimamount or estimated amount thereof, if any) as then known or reasonably capable of estimation, and the method of computation of such Loss, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such Loss shall have occurred. If any claim, action, suit or proceeding is asserted or instituted by the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims or against Licensee or a Third Party with respect to which an Indemnified Party intends to claim any Loss under this Article 6, such Indemnified Party shall promptly notify the Individual Indemnity Threshold in Section 4.4 appliesIndemnifying Party of such claim, an Indemnity Claim shall be deemed to have been made (subject action, suit or proceeding and tender to the provisions Indemnifying Party the defense of such claim, action, suit or proceeding. A failure by an Indemnified Party to give notice and to tender the defense of such claim, action, suit or proceeding in a timely manner pursuant to this Section 4.4) upon 6.2 shall not limit the indemnified Person’s providing an initial Indemnity Claim Notice to obligation of the indemnifying Indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shallunder this Article 6, except to the extent practicable, give an Indemnity Claim Notice within such time as will allow the indemnifying Indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying Claim; provided, (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the expiration of any such time period, with respect to the matter described in such Indemnity Claim Noticeactually prejudiced thereby.

Notice of Claims. If (a) The Company shall give prompt written notice (a Claim is asserted "Demand Notice") to GMC and RAI of any claim against a Person for which a Party may have Indemnity Obligations GMC or RAI under this the Purchase Agreement by the Company, the Subsidiary or any other person entitled to indemnification or contribution under Section 13 of the Purchase Agreement (an “Indemnity Claim”"Indemnified Person"), including, but not limited to, any claim that (i) any representation or warranty of GMC or RAI made in the indemnified Purchase Agreement or any Ancillary Agreement (as such term is defined in the Purchase Agreement) was not true and complete in all respects when made, (ii) GMC or RAI have failed to timely perform any obligation to be performed by any of them under the Purchase Agreement or any Ancillary Agreement or (iii) the Company, the Subsidiary or any Indemnified Person is entitled to indemnification or contribution under Section 13 of the Purchase Agreement. The Demand Notice shall give include a summary description of the indemnifying Party factual and legal bases for the claim and an estimate of the amount of the claim. GMC and RAI shall have the right to contest any claim described in a Demand Notice by giving written notice (a "Dispute Notice") to the Company within ten (10) calendar days of the underlying Claim setting forth Demand Notice. In the particulars associated with event GMC or RAI does not give a Dispute Notice within such ten (10) day period, the underlying Claim (including a copy description of the written underlying Claimclaim contained in the Demand Notice (including, if anybut not limited to, the factual and legal bases therefor and the estimate of the amount of the claim) as then known by the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims with respect to which the Individual Indemnity Threshold in Section 4.4 applies, an Indemnity Claim shall be deemed conclusively to have been made (subject to the provisions of Section 4.4) upon the indemnified Person’s providing an initial Indemnity Claim Notice to the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shall, to the extent practicable, give an Indemnity Claim Notice within such time as will allow the indemnifying Party a reasonable period in which to evaluate true and timely respond to the underlying Claimcomplete; provided, (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for-------- however, and only to that the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice Company shall be effective, subject entitled thereafter to the other limitations in submit additional Demand Notices pursuant to this Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the expiration of any such time period, 1.4 with respect to the matter same claims as were described in such Indemnity Claim initial Demand Notice and GMC and RAI shall have the right to contest any such additional demand Notice, all as set forth above. (b) In the event GMC or RAI shall timely deliver a Dispute Notice with respect to any claim (other than a claim based upon the demand of a person other than an Indemnified Person (a "third party claim")) and such claim shall not have been conclusively resolved on or before July 31, 2001, the parties shall attempt to resolve the dispute through mediation. In the event such mediation shall not resolve the claim, either the Indemnified Party or GMC or RAI may require binding arbitration of the claim pursuant to Section 2.13 of this Agreement.

Notice of Claims. If (a) Any Buyer Group Member or Seller Group Member seeking indemnification hereunder (the “Indemnified Party”) shall give to the party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement, any Ancillary Agreement or any other agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based; provided, that a Claim is asserted Notice with respect to any action at law or suit in equity by or against a third Person for as to which a indemnification will be sought shall be given promptly, and in no event later than fifteen (15) Business Days after receipt by such Indemnified Party may have Indemnity Obligations under this Agreement (an “Indemnity Claim”), the indemnified Person shall give the indemnifying Party of written notice of such third Person claims. Thereafter, the underlying Claim setting forth Indemnified Party shall deliver to the particulars associated with Indemnitor, within five (5) Business Days after the underlying Claim Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the third Person claim. Notwithstanding the foregoing, should a party be physically served with a complaint with regard to a third Person claim, the Indemnified Party must notify the Indemnitor with a copy of the complaint within five (5) Business Days after receipt thereof and shall deliver to the Indemnitor within seven (7) Business Days after the receipt of such complaint copies of notices and documents (including court papers) received by the Indemnified Party relating to such third Person claim. Notwithstanding the foregoing provisions of this Section 10.3, any failure to give notice or to make a delivery required pursuant to this Section 10.3, (i) will not be deemed a waiver of any rights of an Indemnified Party, except to the extent that the rights of the Indemnitor are prejudiced thereby and (ii) will not relieve the Indemnitor of its obligations under this Article X after such notice is given or such delivery made, except to the extent that the rights of the Indemnitor are prejudiced thereby. (b) In calculating any Loss there shall be deducted any insurance net (after deducting the present value of premium cost) recovery in respect thereof (and no right of subrogation shall accrue hereunder to any insurer). (c) After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which an Indemnified Party shall be entitled under this Article X shall be determined: (i) by the written underlying Claimagreement between the Indemnified Party and the Indemnitor; (ii) by a settlement approved by a court of competent jurisdiction; (iii) by a final judgment or decree of a court of competent jurisdiction; or (iv) by any other means to which the Indemnified Party and the Indemnitor shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, if any) as then known by the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims with respect to which the Individual Indemnity Threshold in Section 4.4 applies, an Indemnity Claim shall be deemed to have expired and no appeal shall have been made (subject to the provisions of Section 4.4) upon the indemnified Person’s providing an initial Indemnity Claim Notice to the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shall, to the extent practicable, give an Indemnity Claim Notice within such time as will allow the indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying Claim; provided, (a) failure to do so taken or when all appeals taken shall not affect an indemnified Person’s rights hereunder except for, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the expiration of any such time period, with respect to the matter described in such Indemnity Claim Noticehave been finally determined.

Notice of Claims. If (a) Any Covered Party seeking indemnification hereunder shall, within the relevant limitation period provided for in Section 8.1 above, give to the Stockholder Representative or the party which is obligated pursuant to this Article VIII to provide indemnification as set forth herein, as applicable, (the “Indemnifying Party”) a Claim is asserted against notice (a Person for which a Party may have Indemnity Obligations under this Agreement (an “Indemnity Claim”), the indemnified Person shall give the indemnifying Party written notice of the underlying Claim setting forth the particulars associated with the underlying Claim (including a copy of the written underlying Claim, if any) as then known by the indemnified Person (“Indemnity Claim Notice”)) describing in reasonable detail the facts giving rise to any claims for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement or any agreement, certificate or instrument executed pursuant hereto or in connection herewith upon which such claim is based; provided that a Claim Notice in respect of any action at law or suit in equity by or against a third Person as to which indemnification will be sought shall be given promptly after the action or suit is commenced; provided further, that failure to give such notice shall not affect such Covered Party’s right to indemnification hereunder except to the extent the Indemnifying Party shall have been materially prejudiced by such failure. (b) The Indemnifying Party shall have [***] ([***]) days after receipt of any Claim Notice pursuant hereto to (i) agree to the amount or method of determination set forth in the Claim Notice and (A) in the case of a claim made by a Parent Indemnified Party, agree that such amount shall be included in the Setoff Amount and, subject to Section 8.5, deducted from the First Milestone Payment Amount in accordance with Section 2.10(e) or (B) in the case of a claim made by a Company Indemnified Party, pay such amount to a Company Indemnified Party in immediately available funds or (ii) to provide such Covered Party with notice that they *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. For Indemnity Claims Confidential treatment has been requested with respect to which the Individual Indemnity Threshold omitted portions. disagree with the amount or method of determination set forth in Section 4.4 applies, an Indemnity Claim shall be deemed to have been made (subject to the provisions of Section 4.4) upon the indemnified Person’s providing an initial Indemnity Claim Notice to and thereafter comply with the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shall, to the extent practicable, give an Indemnity Claim Notice within such time as will allow the indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying Claim; provided, (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period dispute resolution provisions set forth in Section 4.4(a) (if applicable to the Claim2.12(g), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the expiration of any such time period, with respect to the matter described in such Indemnity Claim Notice.

Notice of Claims. If either a Claim is asserted against Payer Indemnified Party, on the one hand, or a Person for which a Company Indemnified Party, on the other hand (such Payer Indemnified Party may have Indemnity Obligations under this Agreement (on the one hand and such Company Indemnified Party on the other hand being hereinafter referred to as an “Indemnity ClaimIndemnified Party”), has suffered or incurred any Losses for which indemnification may be sought under this ‎ARTICLE 7, the indemnified Person Indemnified Party shall give so notify the indemnifying Party written notice of other party from whom indemnification is sought under this ‎ARTICLE 7 (the underlying Claim setting forth “Indemnifying Party”) promptly in writing describing such Loss, the particulars associated with the underlying Claim (including a copy of the written underlying Claimamount or estimated amount thereof, if any) as then known or reasonably capable of estimation, and the method of computation of such Loss, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such Loss shall have occurred. If any claim, action, suit or proceeding is asserted or instituted by the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims or against a Third Party with respect to which an Indemnified Party intends to claim any Loss under this ‎ARTICLE 7, such Indemnified Party shall promptly notify the Individual Indemnity Threshold in Section 4.4 appliesIndemnifying Party of such claim, an Indemnity Claim shall be deemed to have been made (subject action, suit or proceeding and tender to the provisions Indemnifying Party the defense of Section 4.4) upon such claim, action, suit or proceeding. A failure by an Indemnified Party to give notice and to tender the indemnified Person’s providing an initial Indemnity Claim Notice defense of such claim, action, suit or proceeding in a timely manner pursuant to this ‎Section 7.2 shall not limit the indemnifying obligation of the Indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shallunder this ‎ARTICLE 7, except to the extent practicable, give an Indemnity Claim Notice within such time as will allow the indemnifying Indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying Claim; provided, (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the expiration of any such time period, with respect to the matter described in such Indemnity Claim Noticeactually prejudiced thereby.

Notice of Claims. If a Claim is asserted against a Person for which a Party may have Indemnity Obligations under this Agreement (an “Indemnity Claim”), the indemnified Person shall give the indemnifying Party written notice of the underlying Claim setting forth the particulars associated with the underlying Claim (including a copy of the written underlying Claim, if anya) as then known by the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims Except with respect to Tax Claims, which shall be governed exclusively by Article VI, any Acquiror Indemnified Party or Seller Indemnified Party seeking indemnification hereunder (the Individual Indemnity Threshold “Indemnified Party “) shall, within the relevant limitation period provided for in Section 4.4 applies9.1 above, an Indemnity give to the party obligated to provide indemnification to such Indemnified Party (the “Indemnitor “) a notice (a “Claim Notice “) describing in reasonable detail the facts giving rise to any claims for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement or any Ancillary Agreement, certificate or instrument executed pursuant hereto or in connection herewith upon which such claim is based; provided that a Claim Notice in respect of any action at law or suit in equity by or against a third Person as to which indemnification will be sought shall be deemed to have been made (given promptly after the action or suit is commenced and shall be subject to Section 9.6 below; provided, further, that failure to give such notice shall not relieve the provisions Indemnitor of Section 4.4) upon the indemnified Person’s providing an initial Indemnity Claim Notice to the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shallits obligations hereunder, except to the extent practicable, give an Indemnity Claim Notice within it shall have been prejudiced by such time as will allow the indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying Claim; provided, (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and failure. (b) An Indemnitor shall have 30 days after the foregoing shall not extend giving of any Claim Notice pursuant hereto to (i) agree to the time period amount or method of determination set forth in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given and to an indemnifying Party within the applicable time period (if any) with respect pay such amount to such Claim Indemnified Party in immediately available funds or (ii) provide such Indemnified Party with notice that it disagrees with the claim or the amount or method of determination set forth in Section 4.4(a), such Indemnity the Claim Notice shall be effective, subject to (the other limitations in Section 4.4 (if applicable“Dispute Notice “), as to costs and expenses incurred or suffered . Within 15 days after the expiration giving of any such time periodthe Dispute Notice, with respect a representative of the Indemnitor and the Indemnified Party shall negotiate in a bona fide attempt to resolve the matter described in such Indemnity Claim Noticematter.

Notice of Claims. If either a Claim is asserted against Buyer Indemnified Party, on the one hand, or a Person for which a Seller Indemnified Party, on the other hand (such Buyer Indemnified Party may have Indemnity Obligations under this Agreement (on the one hand and such Seller Indemnified Party on the other hand being hereinafter referred to as an “Indemnity ClaimIndemnified Party”), has suffered or incurred any Losses for which indemnification may be sought under this ‎ARTICLE 7, the indemnified Person Indemnified Party shall give so notify the indemnifying Party written notice of other party from whom indemnification is sought under this ‎ARTICLE 7 (the underlying Claim setting forth “Indemnifying Party”) promptly in writing describing such Loss, the particulars associated with the underlying Claim (including a copy of the written underlying Claimamount or estimated amount thereof, if any) as then known or reasonably capable of estimation, and the method of computation of such Loss, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such Loss shall have occurred. If any claim, action, suit or proceeding is asserted or instituted by the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims or against a Third Party with respect to which an Indemnified Party intends to claim any Loss under this ‎ARTICLE 7, such Indemnified Party shall promptly notify the Individual Indemnity Threshold in Section 4.4 appliesIndemnifying Party of such claim, an Indemnity Claim shall be deemed to have been made (subject action, suit or proceeding and tender to the provisions Indemnifying Party the defense of Section 4.4) upon such claim, action, suit or proceeding. A failure by an Indemnified Party to give notice and to tender the indemnified Person’s providing an initial Indemnity Claim Notice defense of such claim, action, suit or proceeding in a timely manner pursuant to this ‎Section 7.2 shall not limit the indemnifying obligation of the Indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shallunder this ‎ARTICLE 7, except to the extent practicable, give an Indemnity Claim Notice within such time as will allow the indemnifying Indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying Claim; provided, (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the expiration of any such time period, with respect to the matter described in such Indemnity Claim Noticeactually prejudiced thereby.

Notice of Claims. If In the event that a Claim claim is asserted made pursuant to Section 8.2.1 and 8.2.2 above against a Person for any party which a Party may have Indemnity Obligations under this Agreement seeks indemnification hereunder (an “Indemnity Claim”the "Indemnitee"), the indemnified Indemnitee agrees to promptly notify the other party (the "Indemnitor") of such claim or action. In the case of any claim by a third Person shall give against the indemnifying Party Indemnitee which seeks (and continues to seek) solely monetary damages for which the Indemnitor has expressly agreed in a written notice delivered to the Indemnitee that, as between the Indemnitor and the Indemnitee, the Indemnitor shall be solely obligated to satisfy and discharge the third party claim, the Indemnitor may, at its option, elect to assume control of the underlying Claim setting forth the particulars associated with the underlying Claim (including a copy defense of the written underlying Claim, if any) as then known by the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims with respect to which the Individual Indemnity Threshold in Section 4.4 applies, an Indemnity Claim shall be deemed to have been made (subject to the provisions of Section 4.4) upon the indemnified Person’s providing an initial Indemnity Claim Notice to the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shall, to the extent practicable, give an Indemnity Claim Notice within such time as will allow the indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying Claimclaim or action; provided, however, that (a) failure the Indemnitee shall be entitled to do so shall not affect an indemnified Person’s rights hereunder except forparticipate therein (through counsel of its own choosing) at the Indemnitee's sole cost and expense, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing Indemnitor may maintain control of the defense only for so long as the above conditions on assumption of defense continue to be satisfied in all respects, and (c) the Indemnitor shall not extend settle or compromise any such claim or action without the time period set forth in Section 4.4(a) (if applicable to prior written consent of the Claim)Indemnitee, but if an Indemnity Claim Notice is given to an indemnifying Party within unless such settlement or compromise includes a general release of the applicable time period (if any) Indemnitee and all of the other PNU Indemnities or the Company Indemnities, as the case may be, from any and all liability with respect thereto and does not impose any obligations or restrictions on the Indemnitee and such other related parties." 13. Section 13.3 of the Original Agreement is hereby amended to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject delete the words after "not less than ninety (90) days' prior written notice to the other limitations party", and replace such words with a period [.]. Except as specifically set forth above by this Amendment, the Original Agreement shall remain in Section 4.4 (if applicable), as to costs full force and expenses incurred or suffered after the expiration of any such time period, with respect to the matter described effect in such Indemnity Claim Noticeall respects.

Notice of Claims. If (a) If, at any time on or prior to the Claims Deadline, a Claim is asserted against a Person for which a Party may have Indemnity Obligations under this Agreement party entitiled to indemnification hereunder (an “Indemnity ClaimIndemnified Party”)) shall assert a claim for indemnification under this Agreement, such Indemnified Party shall submit to to the indemifying party (the “Indemnifying Party”) a written claim in good faith signed by an authorized officer of the Company Indemnified Party, as applicable, stating (i) that the Indemnified Party incurred or reasonably believes it may incur Damages and the reasonable estimate of the amount of any such Damages; (ii) in reasonable detail, the indemnified Person shall give facts alleged as the indemnifying basis for such claim and the section or sections of this Agreement alleged as the basis or bases for the claim; and (iii) if the Damages have actually been incurred, the amount of such Damages. (b) In the event that any action, suit or proceeding is brought against any Indemnified Party written notice of the underlying Claim setting forth the particulars associated with the underlying Claim (including a copy of the written underlying Claim, if any) as then known by the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims with respect to which an Indemnifying Party may have liability under this Article VIII, the Individual Indemnity Threshold in Section 4.4 appliesIndemnifying Party shall have the right, an Indemnity Claim shall be deemed to have been made (subject to the provisions of Section 4.4) upon the indemnified Person’s providing an initial Indemnity Claim Notice to the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shallat its cost and expense, to defend such action, suit or proceeding in the extent practicable, give an Indemnity Claim Notice within such time as will allow name and on behalf of the indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying ClaimIndemnified Party; provided, (a) failure however, that an Indemnified Party shall have the right to do so retain its own counsel, with fees and expenses paid by the Indemnifying Party, if representation of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate because of actual or potential differing interests between the Idemnifying Party and the Indemnified Party. In connection with any action, suit or proceeding subject to Article VIII, each Indemnifying Party and each Indemnified Party agree to render to each other such assistance as may reasonably be required in order to ensure proper and adequate defense of such action, suit or proceeding. The Indemnifying Party shall not, without the prior written consent of the applicable Indemnified Party, which consent shall not affect be unreasonably withheld or delayed, settle or compromise any claim or demand if such settlement or compromise does not include an indemnified Person’s rights hereunder except for, irrevocable and only to the extent that, unconditional release of such failure results in insufficient time being available to permit the indemnifying Indemnified Party to effectively defend against the Claim for any liability arising out of such claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the expiration of any such time period, with respect to the matter described in such Indemnity Claim Noticedemand.

Notice of Claims. If a Claim is asserted against a Person for which a Party may have Indemnity Obligations under this Agreement (a) Promptly after receipt by an “Indemnity Claim”), the indemnified Person shall give the indemnifying Party party of written notice of the underlying Claim setting forth commencement of any investigation, claim, proceeding or other action in respect of which indemnity may be sought from the particulars associated with indemnitor under either Section 9.2 or 9.3 (each, an “Action”), such indemnified party shall notify the underlying Claim (including a copy indemnitor in writing of the written underlying Claimcommencement of such Action; but the omission to so notify the indemnitor shall not relieve it from any liability that it may otherwise have to such indemnified party, if any) as then known by the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims with respect to which the Individual Indemnity Threshold in Section 4.4 applies, an Indemnity Claim shall be deemed to have been made (subject to the provisions of Section 4.4) upon the indemnified Person’s providing an initial Indemnity Claim Notice to the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shall, except to the extent practicablethat the indemnitor is materially prejudiced or forfeits substantive rights or defenses as a result of such failure. In connection with any Action in which the indemnitor and any indemnified party are parties, give the indemnitor shall be entitled to participate therein, and may assume the defense thereof. Notwithstanding the assumption of the defense of any such Action by the indemnitor, each indemnified party shall have the right to employ separate counsel and to participate in the defense of such Action, and the indemnitor shall bear the fees, costs and expenses of such separate counsel to such indemnified party if: (i) the indemnitor shall have agreed to the retention of such separate counsel, (ii) the defendants in, or target of, any such Action include more than one indemnified party or both an Indemnity Claim Notice indemnified party and the indemnitor shall have concluded that representation of such indemnified party by the same counsel would be inappropriate due to actual or, as reasonably determined by such indemnified party’s counsel, potential differing interests between them in the conduct of the defense of such Action, or if there may be legal defenses available to such indemnified party that are different from or additional to those available to the other indemnified party or to the indemnitor, or (iii) the indemnitor shall have failed to employ counsel reasonably satisfactory to such indemnified party within such time as will allow the indemnifying Party a reasonable period of time after notice of the institution of such Action. If such indemnified party retains separate counsel in which to evaluate and timely respond to the underlying Claim; providedcases other than as described in clauses (i), (aii), or (iii) failure to do so above, such counsel shall be retained at the expenses of such indemnified party. Except as provided above, it is hereby agreed and understood that the indemnitor shall not, in connection with any Action in the same jurisdiction, be liable for the fees and expenses of more than one counsel for all such indemnified parties (together with appropriate local counsel). The party from whom indemnification is sought shall not, without the written consent of the party seeking indemnification (which consent shall not affect an indemnified Person’s rights hereunder except for, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth in Section 4.4(a) (if applicable to the Claimbe unreasonably withheld), but if settle or compromise any claim or consent to entry of any judgment that does not include an Indemnity Claim Notice is given to an indemnifying Party within unconditional release of the applicable time period (if any) party seeking indemnification from all liabilities with respect to such Claim set forth in Section 4.4(a)claim. (b) In the event one party hereunder should have a claim for indemnification that does not involve a claim or demand being asserted by a third party, the party seeking indemnification shall promptly send notice of such Indemnity Claim Notice shall be effective, subject claim to the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the expiration of any such time period, with respect to the matter described in such Indemnity Claim Noticeparty from whom indemnification is sought.

Notice of Claims. If The Indemnified Parties shall promptly give the Company notice (the "Indemnification Notice") of any matter which the Indemnified Parties have determined has given or could give rise to a Claim is asserted against right of indemnification under this agreement, provided that a Person for which a failure on the part of an Indemnified Party to notify the Company will not relieve the Company from any liability that the Company may have Indemnity Obligations under on account of this Agreement (an “Indemnity Claim”)indemnity or otherwise, the indemnified Person shall give the indemnifying Party written notice of the underlying Claim setting forth the particulars associated with the underlying Claim (including a copy of the written underlying Claim, if any) as then known by the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims with respect to which the Individual Indemnity Threshold in Section 4.4 applies, an Indemnity Claim shall be deemed to have been made (subject to the provisions of Section 4.4) upon the indemnified Person’s providing an initial Indemnity Claim Notice to the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shall, except to the extent practicablethat the Company shall have been materially prejudiced by such failure. If, give an Indemnity Claim Notice within promptly after its receipt of the Indemnification Notice, the Company acknowledges its obligation to indemnify the Indemnified Parties hereunder against any losses that may result from such time as will allow claim, then the indemnifying Company shall be entitled to assume and control the defense of such claim at its expense and through counsel of its choice unless such counsel is reasonably unsatisfactory to Agent. Any Indemnified Party a reasonable period shall have the right to employ separate counsel in which any such action and to evaluate participate in the defense thereof, but the fees and timely respond expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Company shall have failed promptly to assume the defense thereof and employ counsel, or (ii) the named parties to such action (including impleaded parties) include such Indemnified Party and the Company and such Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it that are different from or in addition to those available to the underlying ClaimCompany; provided, (a) failure to do so provided that the Company shall not affect an indemnified Person’s rights in any event be responsible hereunder except forfor the fees and expenses of more than one firm of separate counsel in connection with any action in the same jurisdiction, in addition to any local counsel. In the event that the Company exercises the right to undertake any such defense against any such claim, the Indemnified Parties shall cooperate with the Company in such defense and only make available to the extent thatCompany all witnesses, such failure results pertinent records, materials and information in insufficient time being available to permit the indemnifying Party to effectively defend against Indemnified Parties possession or under the Claim or otherwise materially prejudices Indemnified Parties' control relating thereto as is reasonably required by the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the expiration of any such time period, with respect to the matter described in such Indemnity Claim Notice.Company

Notice of Claims. If a claim for Losses (a “Claim”) is to be made by Parent that does not involve a third party, Parent shall give written notice (a “Claim is asserted against a Person for which a Party may have Indemnity Obligations under this Agreement Notice”) to VSee or iDoc, as applicable, and the Escrow Agent (an in such capacity, the “Indemnity ClaimIndemnifying Party”), the indemnified Person shall give the indemnifying Party written notice of the underlying Claim setting forth the particulars associated with the underlying Claim (including a copy of the written underlying Claim, if any) as then known by the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims with respect to which the Individual Indemnity Threshold in Section 4.4 applies, an Indemnity Claim shall be deemed to have been made (subject to the provisions of Section 4.4) upon the indemnified Person’s providing an initial Indemnity Claim Notice to shall describe the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shallclaim for indemnification hereunder and specify in reasonable detail, to the extent practicableknown and reasonably quantifiable at such time, give an Indemnity Claim Notice within such time as will allow the indemnifying Party a reasonable period in amount or estimated amount of the Claim, which to evaluate statement or estimate shall not be binding and timely respond may be revised, amended or modified upon notice to the underlying Claim; provided, (a) Indemnifying Party. The failure of Parent to do so give timely notice of a Claim hereunder shall not affect an indemnified PersonParent’s rights hereunder except for, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within indemnification hereunder. If the applicable time period (if any) Indemnifying Party disputes in writing its liability with respect to such Claim set forth or the estimated amount of such Losses pursuant to this Section 8.4 within forty-five (45) days following delivery of such Claim Notice, the parties shall attempt in Section 4.4(a)good faith to resolve such dispute; provided, that, if such dispute has not been resolved within thirty (30) days following notice of such dispute of the Claim Notice, then the amount of indemnification to which Parent shall be entitled under this Article 8 shall be determined by: (i) the written agreement between Parent and the Indemnifying Party through the use of good faith efforts to resolve such dispute; (ii) a final judgment or decree of any Governmental Entity of competent jurisdiction; or (iii) any other means to which Parent and the Indemnifying Party shall agree. The judgment or decree of a Governmental Entity shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. Following such determination of the amount of indemnification, or if the applicable Indemnifying Party notifies Parent that it does not dispute the claim described in the Claim Notice or fails to respond within forty-five (45) days following receipt of such Claim Notice, such Indemnity determination of the amount of indemnification or the Losses identified in the Claim Notice shall Notice, as applicable, will be effective, subject to conclusively deemed a liability of the other limitations in Indemnifying Party under Section 4.4 (if applicable8.2(a) or Section 8.2(b), as applicable, and Parent shall forward to costs and expenses incurred or suffered after the expiration Indemnifying Party written notice of any such time period, with respect to sums due and owing by the matter described in Indemnifying Party and the Indemnifying Party shall pay all of such Indemnity Claim Noticesums so due and owing within five (5) Business Days by wire transfer of immediately available funds.

Notice of Claims. If either a Claim is asserted against Buyer Indemnified Party, on the one hand, or a Person for which a Seller Indemnified Party, on the other hand (such Buyer Indemnified Party may have Indemnity Obligations under this Agreement (on the one hand and such Seller Indemnified Party on the other hand being hereinafter referred to as an “Indemnity ClaimIndemnified Party”), has suffered or incurred any Losses for which indemnification may be sought under this ‎Article 8, the indemnified Person Indemnified Party shall give so notify the indemnifying Party written notice of other party from whom indemnification is sought under this ‎Article 8 (the underlying Claim setting forth “Indemnifying Party”) promptly in writing describing such Loss, the particulars associated with the underlying Claim (including a copy of the written underlying Claimamount or estimated amount thereof, if any) as then known or reasonably capable of estimation, and the method of computation of such Loss, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such Loss shall have occurred. If any claim, action, suit or proceeding is asserted or instituted by the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims or against a third party with respect to which an Indemnified Party intends to claim any Loss under this ‎Article 8, such Indemnified Party shall promptly notify the Individual Indemnity Threshold in Section 4.4 appliesIndemnifying Party of such claim, an Indemnity Claim shall be deemed to have been made (subject action, suit or proceeding and tender to the provisions Indemnifying Party the defense of Section 4.4) upon such claim, action, suit or proceeding. A failure by an Indemnified Party to give notice and to tender the indemnified Person’s providing an initial Indemnity Claim Notice defense of such claim, action, suit or proceeding in a timely manner pursuant to this ‎Section 8.2 shall not limit the indemnifying obligation of the Indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shallunder this ‎Article 8, except to the extent practicable, give an Indemnity Claim Notice within such time as will allow the indemnifying Indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying Claim; provided, (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the expiration of any such time period, with respect to the matter described in such Indemnity Claim Noticeactually prejudiced thereby.

Notice of Claims. If any of the Persons to be indemnified under this Article VII (the “Indemnified Party”) has suffered or incurred any Losses, the Indemnified Party shall so notify the party from whom indemnification is sought (the “Indemnifying Party”) promptly in writing describing the event giving rise to such Losses, the basis upon which indemnity is being sought, the amount or estimated amount of the Losses, if known or reasonably capable of estimation, and the method of computation of such Losses, all with reasonable particularity and containing a Claim reference to the provisions of this Agreement in respect of which such Losses shall have occurred. If any action at Law or suit in equity is asserted instituted by or against a Person for which a Party may have Indemnity Obligations under this Agreement (an “Indemnity Claim”), the indemnified Person shall give the indemnifying Party written notice of the underlying Claim setting forth the particulars associated with the underlying Claim (including a copy of the written underlying Claim, if any) as then known by the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims third party with respect to which the Individual Indemnity Threshold in Section 4.4 appliesIndemnified Party intends to claim any liability as a Loss under this Article VII, an Indemnity Claim the Indemnified Party shall be deemed to have been made (subject promptly notify the Indemnifying Party of such action or suit and tender to the provisions Indemnifying Party the defense of such action or suit. A failure by the Indemnified Party to give notice and to tender the defense of the action or suit in a timely manner pursuant to this Section 4.47.4 shall not limit the obligation of the Indemnifying Party under this Article VII, except (i) upon the indemnified Person’s providing an initial Indemnity Claim Notice to the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shall, to the extent practicablethe rights of such Indemnifying Party is actually prejudiced thereby, give an Indemnity Claim Notice within such time as will allow (ii) to the indemnifying Party a reasonable extent expenses are incurred during the period in which to evaluate and timely respond to the underlying Claim; notice was not provided, (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (biii) as provided by Section 7.1. In the foregoing shall not extend event that the time period set forth Indemnified Party commences an Action in Section 4.4(a) (if applicable order to the Claim)recover Losses hereunder, but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) upon final determination of a court of competent jurisdiction with respect to thereto, the non prevailing party in such Claim set forth in Section 4.4(a), such Indemnity Claim Notice Action shall be effective, subject to reimburse the other limitations in Section 4.4 (if applicable), as to prevailing party’s reasonable costs and expenses (including reasonable attorney’s fees) incurred or suffered after the expiration of any in connection with such time period, with respect to the matter described in such Indemnity Claim NoticeAction.

Notice of Claims. If (a) Any Covered Party seeking indemnification hereunder shall, within the Survival Period, give to the Party which is obligated pursuant to this Article X to provide indemnification as set forth herein (the “Indemnifying Party”) a Claim is asserted against notice (a Person for which a Party may have Indemnity Obligations under this Agreement (an “Indemnity Claim”), the indemnified Person shall give the indemnifying Party written notice of the underlying Claim setting forth the particulars associated with the underlying Claim (including a copy of the written underlying Claim, if any) as then known by the indemnified Person (“Indemnity Claim Notice”) describing in reasonable detail the facts giving rise to any claims for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement or any agreement, certificate or instrument executed pursuant hereto or in connection herewith upon which such claim is based; provided, that a Claim Notice in respect of any action at law or suit in equity by or against a third Person as to which indemnification will be sought shall be given promptly after the action or suit is commenced; and provided further, that failure to give such notice shall not affect such Covered Party’s right to indemnification hereunder except to the extent the Indemnifying Party shall have been materially prejudiced by such failure. (b) If the claim does not relate to a third-Person claim covered by Section 10.4, the Indemnifying Party shall have thirty (30) days after receipt of any Claim Notice pursuant hereto to (i) agree to the amount or method of determination set forth in the Claim Notice to pay such amount to the Covered Party in immediately available funds or (ii) to provide such Covered Party with notice that they disagree with the amount or method of determination set forth in the Claim Notice (the “Dispute Notice”) and thereafter comply with the dispute resolution provisions set forth in Section 10.3(c). (c) If the Indemnifying Party provides a Dispute Notice, Purchaser and Seller will attempt to resolve the matters raised in such Dispute Notice in good faith. For Indemnity Claims No less than ten (10) Business Days after delivery of the Dispute Notice, either Purchaser or Seller may provide written notice to the other (the “Non-Binding Arbitration Notice”) that it elects to submit the disputed items to non-binding arbitration by one (1) arbitrator chosen by mutual agreement of the Parties. If the Parties cannot agree on the choice of the arbitrator within a period of five (5) Business Days after delivery of the Non-Binding Arbitration Notice, the arbitrator shall be appointed by the Court of Arbitration of the American Arbitration Association (the “AAA”) within five (5) Business Days thereafter. The arbitrator so chosen or appointed, as the case may be, shall be an attorney having reasonable experience in corporate acquisition transactions of the type provided for in this Agreement. The arbitration shall take place in San Francisco, California, in accordance with the AAA rules then in effect; provided, however, that the arbitrator shall review only those sources, items, issues and amounts specifically set forth and objected to in the Dispute Notice and resolve the dispute with respect to which the Individual Indemnity Threshold each such specific source, item, issue and amount. Judgment upon any award rendered in Section 4.4 applies, an Indemnity Claim such arbitration shall be deemed non-binding. Each Party will bear its own costs in respect of any arbitration arising under this Section 10.3(c). Each of the Parties agree to have been made use its commercially reasonable efforts to cooperate with the arbitrator, and such arbitrator shall be required to reach a determination regarding such dispute (subject via a non-binding order) no later than twenty (20) Business Days after selection of such arbitrator. In the event that after such arbitration the Parties continue to disagree regarding the matters raised in the Dispute Notice, such matters may be resolved pursuant to an Action commenced and prosecuted by any Party pursuant to the provisions of Section 4.4) upon the indemnified Person’s providing an initial Indemnity Claim Notice to the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shall, to the extent practicable, give an Indemnity Claim Notice within such time as will allow the indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying Claim; provided, (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the expiration of any such time period, with respect to the matter described in such Indemnity Claim Notice11.8.

Notice of Claims. If a Claim is asserted against a Person for which a Party may have Indemnity Obligations Each party indemnified under Section 5(a) or Section 5(b) of this Agreement (an “Indemnity Claim”)shall, the indemnified Person shall give the indemnifying Party written promptly after receipt of notice of the underlying Claim setting forth commencement of any action against such indemnified party in respect of which indemnity may be sought, notify the particulars associated with indemnifying party in writing of the underlying Claim (including commencement thereof, enclosing a copy of all papers served on such indemnified party. The omission of any indemnified party so to notify an indemnifying party of any such action shall not relieve the written underlying Claim, if any) as then known by indemnifying party from any liability in respect of such action which it may have to such indemnified party on account of the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims with respect to which the Individual Indemnity Threshold indemnity agreement contained in Section 4.4 applies5(a) or Section 5(b) of this Agreement, an Indemnity Claim unless the indemnifying party was prejudiced by such omission, and in no event shall relieve the indemnifying party from any other liability which it may have to such indemnified party. In case any such action shall be deemed to have been made (subject to brought against any indemnified party and it shall notify an indemnifying party of the provisions of Section 4.4) upon the indemnified Person’s providing an initial Indemnity Claim Notice to commencement thereof, the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably party shall be expected entitled to exceed the Individual Indemnity Threshold. The indemnified Person shallparticipate therein and, to the extent practicablethat it may wish, give jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party; provided that if any indemnified party or parties reasonably determine that there may be legal defenses available to such indemnified party that are different from or in addition to those available to such indemnifying party or that representation of such indemnifying party and any indemnified party by the same counsel would present a conflict of interest, then such indemnifying party shall not be entitled to assume such defense. If an Indemnity Claim Notice within indemnifying party assumes the defense of an action in accordance with and as permitted by the provisions of this paragraph, such time as will allow indemnifying party shall not be liable to such indemnified party under Section 5(a) or Section 5(b) of this Agreement for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. In no event shall the indemnifying Party a reasonable period in which to evaluate and timely respond to party be liable for the underlying Claim; provided, (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable), as to costs fees and expenses incurred of more than one counsel (in addition to local counsel) separate from its own counsel for all indemnified parties in connection with any one action of separate but similar or suffered after related actions in the expiration same jurisdiction arising out of any such time period, with respect to the matter described in such Indemnity Claim Noticesame general allegations or circumstances.

Notice of Claims. If (a) Any Buyer Group Member or Seller Group Member (the "INDEMNIFIED PARTY") seeking indemnification hereunder shall give to the party or parties obligated to provide indemnification to such Indemnified Party (the "INDEMNITOR") a notice (a "CLAIM NOTICE") describing in reasonable detail the facts giving rise to any claim for indemnification hereunder (together with any available supporting documentation) and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement or any other agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based; PROVIDED, that a Claim is asserted Notice in respect of any action at law or suit in equity by or against a third Person for as to which indemnification will be sought shall be given promptly after the action or suit is commenced. (b) Losses shall not include any special, indirect, incidental or consequential damages. In calculating any Loss or Expense there shall be deducted (i) any tax benefits actually realizable by the Indemnified Party and its Affiliates (after taking into account all increases in federal, state, local, foreign or other Taxes payable by the Indemnified Party and its Affiliates as a result of the receipt of any indemnification payment hereunder (by reason of such payment being included in income, resulting in a reduction of tax basis, or otherwise increasing such Taxes payable by the Indemnified Party may have Indemnity Obligations at any time), (ii) any related insurance proceeds net of premium insurance reasonably anticipated to result therefrom and (iii) proceeds and amounts from third parties (regardless of when received but only if actually received), in each case with clauses (i), (ii) and (iii) in connection with or as a result of such Losses; provided, however, that no right of subrogation shall accrue to any insurer or third party hereunder. (c) After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which an Indemnified Party shall be entitled under this Agreement ARTICLE XI shall be determined: (an “Indemnity Claim”), the indemnified Person shall give the indemnifying Party written notice of the underlying Claim setting forth the particulars associated with the underlying Claim (including a copy of i) by the written underlying Claimagreement between the Indemnified Party and the Indemnitor; (ii) by a final judgment or decree of any court of competent jurisdiction; or (iii) by any other means to which the Indemnified Party and the Indemnitor shall agree in writing. The judgment or decree of a court shall be deemed final when the time for appeal, if any) as then known by the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims with respect to which the Individual Indemnity Threshold in Section 4.4 applies, an Indemnity Claim shall be deemed to have expired and no appeal shall have been made (subject to the provisions of Section 4.4) upon the indemnified Person’s providing an initial Indemnity Claim Notice to the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Thresholdtaken or when all appeals taken shall have been finally determined. The indemnified Person shall, to Indemnified Party shall have the extent practicable, give an Indemnity Claim Notice within such time as will allow burden of proof in establishing the indemnifying Party a reasonable period in which to evaluate amount of Loss and timely respond to the underlying Claim; provided, (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or Expense suffered after the expiration of any such time period, with respect to the matter described in such Indemnity Claim Noticeby it.

Notice of Claims. If an indemnified Party has a Claim is for indemnity, including in connection with a Claim asserted against a an indemnified Person for which a Party may have Indemnity Obligations an obligation of indemnity and defense under Section 3.2, Section 5.1, Section 6.3, this Article VIII, Article XII, Article XIV or any other provision of this Agreement (each, an “Indemnity Claim”), the indemnified Person shall give the indemnifying Party prompt written notice of the underlying Claim setting forth the particulars associated with the underlying Claim (including a copy of the written underlying Third Party Claim, if any) as then known by the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims with respect to which the Individual Indemnity Threshold threshold limitations in Section 4.4 applies8.7 apply, an Indemnity Claim shall be deemed to have been made (subject to the other provisions of Section 4.48.7) upon the indemnified Person’s providing an initial Indemnity Claim Notice to the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected in good faith to exceed the Individual Indemnity Thresholdapplicable threshold amount. The indemnified Person shall, to the extent practicable, give an Indemnity Claim Notice within such time as will shall allow the indemnifying Party a reasonable period in which to evaluate and timely respond to the any underlying Third Party Claim; provided, however, that (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent thatof, such any incremental costs incurred by the indemnified Person with respect to the Indemnity Claim resulting from the failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defensesgive notice; and (b) the foregoing shall not extend the time period periods set forth in Section 4.4(a) 8.7 (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a)8.7, such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable)provisions of Article VIII, as to costs and expenses incurred or suffered after the expiration of any such time period, with respect to the matter generally described in such Indemnity Claim Notice; and (c), without extending the time periods set forth in Section 8.7, the indemnified Person shall not be required to provide an Indemnity Claim Notice unless and until such Person believes that the Claim underlying the Indemnity Claim could reasonably be expected in good faith to exceed the applicable threshold (if any) set forth in Section 8.7.

Notice of Claims. If (a) Any Seller Indemnified Person or Purchaser Indemnified Person (the "Indemnified Person") seeking indemnification hereunder shall give to the ------------------- party obligated to provide indemnification to such Indemnified Party (the "Indemnitor") a notice (a "Claim is asserted against Notice") describing in reasonable detail the ----------- ------------ facts giving rise to any claims for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such claim, and a Person for which a Party may have Indemnity Obligations under reference to the provision of this Agreement (an “Indemnity Claim”)or any agreement, the indemnified Person shall give the indemnifying Party written notice of the underlying Claim setting forth the particulars associated with the underlying Claim (including a copy of the written underlying Claim, if any) as then known by the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims with respect to certificate or instrument executed pursuant hereto or in connection herewith upon which the Individual Indemnity Threshold in Section 4.4 applies, an Indemnity Claim shall be deemed to have been made (subject to the provisions of Section 4.4) upon the indemnified Person’s providing an initial Indemnity Claim Notice to the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shall, to the extent practicable, give an Indemnity Claim Notice within such time as will allow the indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying Claimclaim is based; provided, (a) failure that a Claim -------- Notice in respect of any action at law or suit in equity by or against a third person as to do so which indemnification will be sought shall not affect an indemnified Person’s rights hereunder except for, and only to be given promptly after the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim action or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period suit is commenced as set forth in Section 4.4(a) (if applicable 10.05; and provided -------- further, that failure to give such notice shall not relieve the Indemnitor of ------- its obligations hereunder except to the Claim), but if an Indemnity extent it shall have been prejudiced by such failure. (b) Indemnitor shall have thirty (30) days after the giving of any Claim Notice is given pursuant hereto to an indemnifying Party within (i) agree to the applicable time period (if any) with respect to such Claim amount or method of determination set forth in Section 4.4(a), such Indemnity the Claim Notice and to pay such amount to such Indemnified Party in immediately available funds or (ii) to provide such Indemnified Party with notice that it disagrees with the amount or method of determination set forth in the Claim Notice (the "Dispute Notice"). Within fifteen (15) days after the giving of the Dispute Notice, each party involved in the dispute shall meet at a mutually agreed location in California for the purpose of determining whether they can resolve the dispute themselves by written agreement. If such parties fail to resolve the dispute by written agreement, the parties' dispute or disputes shall be effectiveresolved by litigation; provided, subject however, any such litigation shall be commenced and prosecuted solely in a state or federal court located in California. If any party initiates any legal proceedings arising under or relating to this Agreement, including but not limited to proceeding in any state, federal or bankruptcy court, the other limitations in Section 4.4 (if applicable), as prevailing party shall be entitled to recover its costs and expenses incurred or suffered after reasonable attorneys' fees, including the expiration fees of any such time period, consultant or expert witness retained in connection with respect to the matter described in such Indemnity Claim Noticeproceeding.

Notice of Claims. If a Claim any claim is asserted made by or against a Person for which party which, if sustained, would give rise to a Party may have Indemnity Obligations liability of the other party under this Agreement Section 8, that party (an the “Indemnity ClaimClaiming Party”), the indemnified Person shall give the indemnifying Party ) will promptly cause a written notice of the underlying Claim setting forth claim to be delivered to the particulars associated with other party (the underlying Claim (including a copy of “Indemnifying Party”) and will afford the written underlying Claim, if any) as then known Indemnifying Party and its counsel who is reasonably determined to be qualified and approved by the indemnified Person Claiming Party, at the Indemnifying Party’s sole expense, the opportunity to defend or settle the claim (“Indemnity Claim Notice”). For Indemnity Claims and, with respect to which claims made by third parties, the Individual Indemnity Threshold Claiming Party will have the right to participate in the defense or settlement of such claim at its sole expense). Any notice of a claim will state, with reasonable specification, the alleged basis for the claim and the amount of liability asserted by or against the other party by reason of the claim. If such notice is not given, it will not release the Indemnifying Party, in whole or in part, from its obligations under this Section 4.4 applies8, an Indemnity Claim shall be deemed to have been made (subject to the provisions of Section 4.4) upon the indemnified Person’s providing an initial Indemnity Claim Notice to the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shall, except to the extent practicable, give an Indemnity Claim Notice within such time as will allow that the indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying Claim; provided, (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Indemnifying Party’s ability to defend against such claim is materially prejudiced thereby. The Indemnifying Party will not be liable for any costs incurred by or compromise or settlement reached by the Claim through Claiming Party without the forfeiture Indemnifying Party’s prior written consent; provided however, if notice is given and the Indemnifying Party fails to assume the defense of substantive rights the claim within fifteen (15) days thereof, the claim may be defended, compromised or defenses; settled by the Claiming Party without the consent of the Indemnifying Party and (b) the foregoing Indemnifying Party will be liable for the costs of such defense and associated with any such compromise or settlement and shall remain liable under this Section 8. Notwithstanding anything to the contrary herein, Buyer may elect, in its sole discretion, to recover a portion or all of Buyer’s Aggregate Net Loss by reducing the amounts due under Section 1.4 or otherwise payable hereunder or under a Related Document. Such reduction shall be deemed to be the payment of such payments. The Sellers agree and acknowledge that they shall not extend be entitled to be indemnified by, or receive contribution from, the time period set forth in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) Company with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the expiration of any such time period, with respect to the matter described in such Indemnity Claim Noticeindemnification claims made against them hereunder.

Notice of Claims. If Within twenty (20) days after Sellers’ Representative or Buyer becomes aware of any claim that any Seller Indemnified Party or Buyer Indemnified Party, respectively, has under Section 8.1 that may result in a Claim is asserted against a Person Loss for which such Seller Indemnified Party or Buyer Indemnified Party, as applicable, is entitled to indemnification hereunder (a Party may have Indemnity Obligations under this Agreement (an “Indemnity Claim”), such Party (the indemnified Person “Indemnified Party”) shall give the indemnifying Party written notice of the underlying Claim setting forth the particulars associated with the underlying such Claim (including a copy “Claims Notice”) to Sellers (by notice to Sellers’ Representative), in the case of a Claim by Buyer, or to Buyer, in the written underlying Claimcase of a Claim by Sellers (such Party, if any) as then known by the indemnified Person (“Indemnity Claim NoticeIndemnifying Party”). For Indemnity A Claims with respect to which the Individual Indemnity Threshold in Section 4.4 applies, an Indemnity Claim Notice shall be deemed to have been made (subject to the provisions of Section 4.4) upon the indemnified Person’s providing an initial Indemnity Claim Notice to the indemnifying Party stating that describe the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shallin reasonable detail and shall indicate, to the extent practicablefeasible, give an Indemnity Claim the estimated amount of the Loss that has been or may be suffered by the Indemnified Party and any other Buyer Indemnified Party or Seller Indemnified Party, as applicable. No delay in giving a Claims Notice within such time as will allow by the indemnifying Indemnified Party a reasonable period in which to evaluate and timely respond to the underlying Claim; providedIndemnifying Party pursuant to this Section 8.3(a) shall adversely affect any of the other rights or remedies that the Indemnified Party or any other Buyer Indemnified Party or Seller Indemnified Party, (a) failure as applicable, has under this Agreement or alter or relieve the Indemnifying Party of its obligation to do so shall not affect an indemnified Person’s rights hereunder indemnify the Indemnified Party or any other Buyer Indemnified Party or Seller Indemnified Party, as applicable, except for, and only to the extent that, that such delay or failure results in insufficient time being available to permit has increased the indemnifying Party to effectively defend against the Claim Loss or otherwise materially prejudices prejudiced the indemnifying Indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the expiration of any such time period, with respect to the matter described in such Indemnity Claim Notice.

Notice of Claims. If either a Claim is asserted against Buyer Indemnified Party, on the one hand, or a Person for which a Seller Indemnified Party, on the other hand (such Buyer Indemnified Party may have Indemnity Obligations under this Agreement (on the one hand and such Seller Indemnified Party on the other hand being hereinafter referred to as an “Indemnity ClaimIndemnified Party”), has suffered or incurred any Loss for which indemnification may be sought under this Article 6, the indemnified Person Indemnified Party shall so notify the other party from whom indemnification is sought under this Article 6 (the “Indemnifying Party”) promptly (and in any case within fourteen (14) calendar days after such Loss has been suffered or incurred by the Indemnified Party) in writing describing such Loss, the amount or estimated amount thereof, if known or reasonably capable of estimation, and the method of computation of such Loss, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such Loss shall have occurred; provided, however, that a failure to by an Indemnified Party to give the indemnifying Party written timely notice of a Loss in a timely manner pursuant to this Section 6.2 shall not limit or otherwise affect the underlying Claim setting forth the particulars associated with the underlying Claim (including a copy indemnification obligation of the written underlying ClaimIndemnifying Party under this Article 6, if any) as then known except to the extent such Indemnifying Party is actually prejudiced thereby. If any claim, action, suit or proceeding is asserted or instituted by the indemnified Person Licensee or a Third Party (a “Indemnity Claim NoticeThird Party Claim”). For Indemnity Claims ) with respect to which an Indemnified Party intends to claim any Loss under this Article 6, such Indemnified Party shall promptly (and in any case within five (5) calendar days after the Individual Indemnity Threshold Indemnified Party’s receipt of notice of the commencement of such Third Party Claim) notify the Indemnifying Party of such claim, action, suit or proceeding. A failure by an Indemnified Party to give timely notice of a Third Party Claim in a timely manner pursuant to this Section 4.4 applies6.2 shall not limit or otherwise affect the indemnification obligation of the Indemnifying Party under this Article 6, an Indemnity Claim shall be deemed to have been made (subject to the provisions of Section 4.4) upon the indemnified Person’s providing an initial Indemnity Claim Notice to the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shall, except to the extent practicable, give an Indemnity Claim Notice within such time as will allow the indemnifying Indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying Claim; provided, (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the expiration of any such time period, with respect to the matter described in such Indemnity Claim Noticeactually prejudiced thereby.

Notice of Claims. If (a) Any Buyer Group Member or Seller Group Member seeking indemnification hereunder (the “Indemnified Party”) shall give promptly to the party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a written notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to the claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement or any other agreement, document or instrument executed hereunder or in connection herewith upon which such claim is asserted against a Person for which a based; provided, however, that the failure of any Indemnified Party may have Indemnity Obligations to give the Claim Notice promptly as required by this Section 9.4(a) shall not affect such Indemnified Party’s rights under this Section 9 except to the extent such failure is actually prejudicial to the rights and obligations of the Indemnitor. Notwithstanding the foregoing, the liability of any Indemnitor to indemnify any Indemnified Party in respect of any Damages under this Agreement (an “Indemnity Claim”), the indemnified Person shall give the indemnifying Party written notice of the underlying Claim setting forth the particulars associated with the underlying Claim (including a copy of the written underlying Claim, if any) as then known by the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims be limited to claims for indemnification with respect to which such Indemnified Party has delivered to the Individual Indemnity Threshold Indemnitor a Claim Notice at or prior to the expiration of the applicable Survival Period specified in Section 4.4 applies, an Indemnity Claim 9.1. (b) In calculating any Loss or Expense there shall be deemed deducted (i) any insurance benefits and proceeds (collectively, “Insurance Benefits”) in respect thereof (and no right of subrogation shall accrue hereunder to have been made (subject to the provisions of Section 4.4) upon the indemnified Person’s providing an initial Indemnity Claim Notice to the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shall, to the extent practicable, give an Indemnity Claim Notice within such time as will allow the indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying Claim; provided, (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defensesany insurer); and (bii) any indemnification, contribution or other similar payment actually recovered by the foregoing Indemnified Party from any third party with respect thereto. Any such amounts or benefits received by an Indemnified Party with respect to any indemnity claim after it has received an indemnity payment hereunder shall not extend the time period set forth in Section 4.4(a) (if applicable be promptly paid over to the Claim)Indemnitor, but if an Indemnity Claim Notice is given not in excess of the amount paid by the Indemnitor to an indemnifying the Indemnified Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice claim. (c) All amounts due to the Indemnified Party finally determined shall be effective, subject to the other limitations in Section 4.4 paid by wire transfer within ten (if applicable), as to costs and expenses incurred or suffered 10) calendar days after the expiration of any such time period, with respect to the matter described in such Indemnity Claim Noticefinal determination.

Notice of Claims. If Except in connection with third person claims, which are covered by Section 7.5, claims related to Taxes, which are covered by Article V, and claims related to the Xxxxx Litigation, which are covered by the Joint Defense Agreement, any Acquisition Indemnified Party or Seller Indemnified Party (the "Indemnified Party") seeking indemnification hereunder shall, within the relevant limitation period provided for in Section 7.6 below, give to the party obligated to provide indemnification to such Indemnified Party (the "Indemnitor") a notice (a "Claim is asserted against Notice") within 30 days after it acquires knowledge of the fact, event or circumstances giving rise to the claim for the Loss, describing in reasonable detail the facts giving rise to any claims for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such claim, and a Person for which a Party may have Indemnity Obligations under reference to the provision of this Agreement upon which such claim is based; provided, that failure to give such notice within such 30-day period shall not relieve any Indemnitor of its obligations hereunder except to the extent it shall have been prejudiced by such failure. The Indemnitors shall have a period of 30 days after receipt by the Indemnitors of such notice and such evidence to either (an “Indemnity Claim”)i) agree to the payment of the Loss to the Indemnified Party or (ii) contest the payment of the Loss. If the Indemnitors do not agree to or contest the payment of the Loss within such 30 day period, the indemnified Person shall give the indemnifying Party written notice of the underlying Claim setting forth the particulars associated with the underlying Claim (including a copy of the written underlying Claim, if any) as then known by the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims with respect to which the Individual Indemnity Threshold in Section 4.4 applies, an Indemnity Claim Indemnitors shall be deemed not to have been made (accepted the Loss and the parties shall negotiate in good faith to seek a resolution of such dispute and, if not resolved through negotiations, such dispute will be resolved in accordance with Section 9.4 of this Agreement. If the Indemnitors agree to the payment of the Loss within such 30 day period, they shall, within 10 business days after such agreement, pay to the Indemnified Party the amount of the Loss that is payable pursuant to, and subject to the provisions of Section 4.4) upon the indemnified Person’s providing an initial Indemnity Claim Notice to the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shall, to the extent practicable, give an Indemnity Claim Notice within such time as will allow the indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying Claim; provided, (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period limitations set forth in Section 4.4(a) (if applicable to the Claim)in, but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the expiration of any such time period, with respect to the matter described in such Indemnity Claim Noticethis Article 7.

Notice of Claims. If (a) Any Buyer Group Member or Seller Group Member (the "Indemnified Party") seeking indemnification hereunder shall give promptly to the party or parties obligated to provide indemnification to such Indemnified Party (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to the claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement or any other agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based; provided, however, that a Claim is asserted Notice in respect of any action at law or suit in equity by or against a third Person as to which indemnification will be sought shall be given promptly after the action or suit is commenced; provided, further, that failure to comply with any prompt notice requirement in this clause (a) shall not affect such Indemnified Party's right to indemnification hereunder except to the extent such failure impairs the Indemnitor. (b) In calculating any Loss or Expense there shall be deducted any insurance recovery in respect thereof (and no right of subrogation shall accrue hereunder to any insurer). Any indemnity payment hereunder with respect to any Loss or Expense shall be calculated on an "After-Tax Basis," which shall mean an amount which is sufficient to compensate the indemnified party for the event giving rise to such Loss or Expense (the "Indemnified Event"), determined after taking into account (1) all increases in federal, state, local or other Taxes (including estimated Taxes) payable by the indemnified party as a result of the receipt of the indemnity payment (as a result of the indemnity payment being included in income, resulting in a reduction of tax basis, or otherwise); provided, however, that Buyer and the Sellers agree to report each payment made in respect of a Loss or Expense as an adjustment to the Purchase Price for federal income Tax purposes, (2) all increases in federal, state, local and other Taxes (including estimated Taxes) payable by the indemnified party for all affected taxable years as a result of the Indemnified Event, and (3) all reductions in federal, state, local and foreign Taxes (including estimated Taxes) payable by the indemnified party as a result of the Indemnified Event. All calculations shall be made using reasonable assumptions agreed upon by Buyer and the Sellers. (c) After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which a an Indemnified Party may have Indemnity Obligations shall be entitled under this Agreement Article XI shall be determined: (an “Indemnity Claim”), the indemnified Person shall give the indemnifying Party written notice of the underlying Claim setting forth the particulars associated with the underlying Claim (including a copy of i) by the written underlying Claimagreement between the Indemnified Party and the Indemnitor; (ii) by a final judgment or decree of any court of competent jurisdiction; or (iii) by any other means to which the Indemnified Party and the Indemnitor shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, if any) as then known by the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims with respect to which the Individual Indemnity Threshold in Section 4.4 applies, an Indemnity Claim shall be deemed to have expired and no appeal shall have been made (subject to the provisions of Section 4.4) upon the indemnified Person’s providing an initial Indemnity Claim Notice to the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Thresholdtaken or when all appeals taken shall have been finally determined. The indemnified Person shall, to Indemnified Party shall have the extent practicable, give an Indemnity Claim Notice within such time as will allow burden of proof in establishing the indemnifying Party a reasonable period in which to evaluate amount of Losses and timely respond to the underlying Claim; provided, (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or Expenses suffered after the expiration of any such time period, with respect to the matter described in such Indemnity Claim Noticeby it.

Notice of Claims. If a Claim is asserted against a Person for which a Party may have Indemnity Obligations under this Agreement (an a) Any Buyer Group Member or Seller Group Member (the “Indemnity ClaimIndemnified Party”), the indemnified Person ) seeking indemnification hereunder shall give to the indemnifying party obligated to provide indemnification to such Indemnified Party written (the “Indemnitor”) a notice of the underlying Claim setting forth the particulars associated with the underlying Claim (including a copy of the written underlying Claim, if any) as then known by the indemnified Person (“Indemnity Claim Notice”)) describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement or any other agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based; provided, that a Claim Notice in respect of any pending or threatened action at law or suit in equity by or against a third Person as to which indemnification will be sought (each such action or suit being a “Third Person Claim”) shall be given promptly after the action or suit is commenced; provided further that failure to give such notice shall not relieve the Indemnitor of its obligations hereunder except to the extent it shall have been prejudiced by such failure. For Indemnity Claims with respect purposes of this Section 11.3(a) and Section 11.4, the term “Third Person Claim” shall include any action or suit threatened or brought by a Seller Group Member against a third Person or threatened or brought by a third Person against a Seller Group Member (whether or not brought or threatened to which the Individual Indemnity Threshold be brought against a Buyer Group Member) relating to or arising out of (i) those matters set forth on Schedule 11.1(A)(v) or (ii) an Excluded Liability, and which, in Section 4.4 applieseach case, an Indemnity Claim shall be deemed to have been made (subject to the provisions of Section 4.4) upon the indemnified Person’s providing an initial Indemnity Claim Notice to the indemnifying Party stating that the Claim underlying the Indemnity Claim has or could reasonably be expected to exceed have, in any material respect, a continuing effect on the Individual Indemnity ThresholdBusiness. The indemnified Person shallWith respect to such actions or suits, to the extent practicable, give an Indemnity Claim Notice within such time as will allow the indemnifying Party a reasonable period in which to evaluate for purposes of this Section 11.3(a) and timely respond to the underlying Claim; providedSection 11.4, (ax) failure Sellers and Equityholders shall be deemed to do so be the “Indemnitor” and Buyer shall not affect an indemnified Person’s rights hereunder except for, be deemed to be the “Indemnified Party” and only (y) Sellers and Equityholders shall provide notice to the extent that, Buyer or any such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and matters. (b) After the foregoing giving of any Claim Notice pursuant hereto, the amount of indemnification to which an Indemnified Party shall not extend be entitled under this Article XI shall be determined: (i) by the written agreement between the Indemnified Party and the Indemnitor; (ii) by a final judgment or decree of any court of competent jurisdiction; or (iii) by any other means to which the Indemnified Party and the Indemnitor shall agree. The judgment or decree of a court shall be deemed final when the time period set forth in Section 4.4(a) (if applicable to the Claim)for appeal, but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable), as to costs have expired and expenses incurred no appeal shall have been taken or suffered after the expiration of any such time period, with respect to the matter described in such Indemnity Claim Noticewhen all appeals taken shall have been finally determined.

Notice of Claims. If a Claim is asserted against a Person for which a Party may have Indemnity Obligations under this Agreement (an a) Any Buyer Group Member or Seller Group Member seeking indemnification hereunder (the “Indemnity ClaimIndemnified Party”), the indemnified Person ) shall give promptly to the indemnifying party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a written notice of the underlying Claim setting forth the particulars associated with the underlying Claim (including a copy of the written underlying Claim, if any) as then known by the indemnified Person (“Indemnity Claim Notice”) describing in reasonable detail the facts giving rise to the claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement or any other agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based; provided, however, that the failure of any Indemnified Party to give the Claim Notice as required by this Section 9.3(a) shall not affect such Indemnified Party’s rights under this Section 9 except if such failure resulted in a claim being made after the time periods provided for in Sections 9.1(b) and 9.2(b), if applicable, or to the extent such failure is actually prejudicial to the rights and obligations of the Indemnitor. (b) In calculating any Indemnifiable Damages there shall be deducted (i) any insurance benefits and proceeds actually collected (collectively, “Insurance Benefits”) in respect thereof (and no right of subrogation shall accrue hereunder to any insurer) with an offset for any demonstrable premium increase; (ii) any indemnification, contribution or other similar payment actually recovered by the Indemnified Party from any third party with respect thereto; and (iii) any Tax benefit or refund actually received or enjoyed by, the applicable Indemnified Party as a result of such Indemnifiable Damages net of any Tax cost to be borne by the Indemnified Party as a result of such indemnification payment. For Indemnity Claims Any such amounts or benefits received by an Indemnified Party with respect to which the Individual Indemnity Threshold in Section 4.4 applies, any indemnity claim after it has received an Indemnity Claim indemnity payment hereunder shall be deemed to have been made (subject promptly paid over to the provisions Indemnitor, but not in excess of Section 4.4) upon the indemnified Person’s providing an initial Indemnity Claim Notice amount paid by the Indemnitor to the indemnifying Indemnified Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shall, to the extent practicable, give an Indemnity Claim Notice within such time as will allow the indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying Claim; provided, (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity claim. (c) After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which an Indemnified Party shall be effectiveentitled under this Section 9 shall be determined: (i) by the written agreement between the Indemnified Party and the Indemnitor; (ii) by a final judgment or decree of any court of competent jurisdiction; or (iii) by any other means to which the Indemnified Party and the Indemnitor shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, subject if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnified Party shall have the burden of proof in establishing the amount of Indemnifiable Damages suffered by it. All amounts due to the other limitations in Section 4.4 Indemnified Party as so finally determined shall be paid by wire transfer within five (if applicable), as to costs and expenses incurred or suffered 5) Business Days after the expiration of any such time period, with respect to the matter described in such Indemnity Claim Noticefinal determination.

Notice of Claims. If (a) Any Kenexa Indemnified Party or Equityholder Indemnified Party seeking indemnification hereunder (the “Indemnified Party”) shall, within the relevant limitation period provided for in Section 8.1 above, give (i) in the case of indemnification sought by any Equityholder Indemnified Party, to Kenexa Technology, and (ii) in the case of indemnification sought by any Kenexa Indemnified Party, to the Representative, a written notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to any claims for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement or any agreement, certificate or instrument executed pursuant hereto or in connection herewith upon which such claim is based; provided, that a Claim is asserted Notice in respect of any action at law or suit in equity by or against a third Person for as to which a Party may indemnification will be sought shall be given promptly after the action or suit is commenced; provided, further, that failure to give such written notice shall not relieve the Indemnitor of its obligations hereunder, except to the extent it shall have Indemnity Obligations under this Agreement been materially prejudiced by such failure. (an b) Any party or parties obligated to provide indemnification hereunder (the “Indemnity ClaimIndemnitor”), acting through Kenexa Technology, in the indemnified Person case of indemnification sought by any Equityholder Indemnified Party, and acting through the Representative, in the case of indemnification sought by a Kenexa Indemnified Party, shall give have thirty (30) days after the indemnifying giving of any Claim Notice pursuant hereto to (i) agree to the amount or method of determination set forth in the Claim Notice and to pay (or provide written instructions to the Escrow Agent to pay) such amount to such Indemnified Party in immediately available funds or (ii) provide such Indemnified Party with written notice of the underlying Claim setting forth the particulars associated that it disagrees with the underlying amount or method of determination set forth in the Claim Notice (including a copy of the written underlying Claim, if any) as then known by the indemnified Person (“Indemnity Claim Dispute Notice”). For Indemnity Claims with respect Within fifteen (15) days after the giving of any Dispute Notice, a representative of the Indemnitor and the Indemnified Party shall negotiate in good faith to which resolve the Individual Indemnity Threshold in Section 4.4 appliesmatter. In the event that the controversy is not resolved within thirty (30) days of the giving of the Dispute Notice, an Indemnity the parties shall thereupon proceed to pursue any and all available remedies at law. If the Indemnitor agrees to the Claim Notice pursuant to clause (i) above or fails to provide a timely Dispute Notice pursuant to clause (ii) above, then the Indemnified Party shall be deemed entitled to have been made receive from the General Escrow Account the amount set forth in the Claim Notice, and Kenexa Technology and the Representative shall promptly provide a joint written instruction to the Escrow Agent to deliver such amount (subject up to the maximum amount contained in the General Escrow Account) to such Indemnified Party. (c) Notwithstanding the foregoing, the provisions of this Section 4.4) upon 8.4 shall not apply in the indemnified Person’s providing an initial Indemnity case of a Claim Notice to the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified provided in connection with a claim by a third Person shallmade against an Indemnified Party, to the extent practicable, give an Indemnity Claim Notice within such time as will allow the indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying Claim; provided, (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth in claims are provided for by Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the expiration of any such time period, with respect to the matter described in such Indemnity Claim Notice8.6.

Notice of Claims. If 14.6.1 Unless otherwise stated in the Insurance Policy, which prevails in relation to Claims covered by the Insurance Policy, in the event that the Buyer wishes to make a Claim against the Majority Sellers, or if the Buyer acquires knowledge of a matter which may give rise to a Claim against the Majority Sellers, the Buyer must give notice in accordance with this clause 14.6.1 of the Claim to the Majority Sellers’ Representatives (“Notice”) subject to the time limitations in clause 14.5. Failing to do so, the Majority Sellers shall not be obligated to pay any indemnification against the Loss arising out of the Claim in question and the Claim will as such be considered forfeited. 14.6.2 Any Notice of a Claim must include a detailed description of the Claim, its factual and legal basis and a calculation of the Loss or the estimated Loss. The Notice of the Claim shall be accompanied by all written documentation reasonably necessary to support the Claim, including a reasonably detailed description of the Claim, the calculation of the Loss or the estimated Loss, or the documentation reasonably necessary to support the Claim, in each case to the extent such information is asserted against available to the Buyer, save that failure to include the details set out in this 14.6.2 shall not invalidate the delivery of a Person Notice of Claim to the extent that the Majority Sellers are not prejudiced as a result thereof. 14.6.3 In the event that the Majority Sellers’ Representatives, acting on behalf of the Majority Sellers, rejects any obligation to indemnify the Buyer in respect of a Claim, for which a Party may have Indemnity Obligations under this Agreement (an “Indemnity Claim”)Notice has been duly delivered by the Buyer, the indemnified Person Majority Sellers’ Representative shall give inform the indemnifying Party written notice Buyer accordingly in writing, and an ensuing dispute is to be resolved by arbitration proceedings in accordance with clause 22.2. In such case, the Buyer must commence arbitration proceedings in respect of the underlying Claim setting forth Claim, provided not covered by the particulars associated with the underlying Claim Insurance Policy, within sixty (including a copy 60) Business Days as of the Buyer’s receipt of the Majority Sellers’ Representatives’ written underlying Claimrejection notice, if any) as then known by the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims with respect to failing which the Individual Indemnity Threshold Majority Sellers’ obligation to indemnify the Buyer in Section 4.4 applies, an Indemnity Claim shall be deemed to have been made (subject to the provisions respect of Section 4.4) upon the indemnified Person’s providing an initial Indemnity Claim Notice to the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably will automatically cease and be expected to exceed the Individual Indemnity Threshold. The indemnified Person shall, to the extent practicable, give an Indemnity Claim Notice within such time considered as will allow the indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying Claim; provided, (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the expiration of any such time period, with respect to the matter described in such Indemnity Claim Noticeforfeited.

Notice of Claims. If (a) Any of the Buyer Indemnified Parties or the Seller Indemnified Parties seeking indemnification hereunder (in each case, the “Indemnified Party”) shall, within the period provided for in Section 7.1, give to the Party obligated to provide indemnification (the “Indemnitor”) a written notice (a “Claim Notice”) describing in reasonable detail the facts giving rise, or that would reasonably be expected to give rise, to the claim for indemnification hereunder that is asserted against the subject of the Claim Notice. The Claim Notice shall include (if and to the extent then known) the amount and the method of computation of the amount of such claim, a Person for reference to the provision of this Agreement or any agreement, certificate or instrument executed pursuant hereto or in connection herewith upon which a Party may have Indemnity Obligations such claim is based and all material documentation relevant to the claim (to the extent not previously provided under this Agreement (an “Indemnity Claim”Section 7.3(a), or, with respect to the indemnified Person Buyer, if applicable, a statement that it intends in lieu thereof, not to deliver all or any part of the Indemnity Shares pursuant to Section 7.3. A Claim Notice shall be given promptly following the Indemnified Party’s determination that facts or events are reasonably expected to give rise to a claim for indemnification hereunder; provided that the indemnifying Party failure to give such written notice shall not relieve any Indemnitor of its obligations hereunder, except to the extent it shall have been prejudiced by such failure. (b) An Indemnitor (acting through the Buyer, in the case of indemnification sought by the Seller Indemnified Parties, and acting through the Seller, in the case of indemnification sought by any of the underlying Buyer Indemnified Parties) shall have thirty (30) days after the giving of any proper Claim setting Notice pursuant hereto to (i) agree to the amount or method of determination set forth in the particulars associated Claim Notice and to pay or cause to be paid such amount to such Indemnified Party in immediately available funds or, if applicable, acknowledge that the Buyer will not deliver all or part of the Indemnity Shares in accordance with Section 7.6 or (ii) provide such Indemnified Party with written notice that it disagrees with the underlying amount or method of determination set forth in the Claim Notice (including a copy of the written underlying Claim, if any) as then known by the indemnified Person (“Indemnity Claim Dispute Notice”). For Indemnity Claims a period of thirty (30) days after the giving of any Dispute Notice, a representative of the Indemnitor and the Indemnified KCP-4567096-16 Party shall negotiate in good faith to resolve the matter. In the event that the controversy is not resolved within thirty (30) days after the date the Dispute Notice is given, such dispute will be resolved by binding arbitration conducted by the American Arbitration Association in accordance with respect to which the Individual Indemnity Threshold in Section 4.4 appliesAmerican Arbitration Association’s Commercial Arbitration Rules. In the event of any conflict between this Agreement and such rules, an Indemnity Claim the provisions of this Agreement shall govern. Either party may initiate arbitration. The decision of the arbitrator or arbitration panel, as the case may be, shall be deemed to have been made (final and incontestably binding upon the parties and not subject to any rights of appeal. Judgment, if applicable, upon any award may be entered in any court of competent jurisdiction. Each party shall share equally the fees and expenses of the American Arbitration Association, including, without limitation, the fees and expenses of the arbitrator(s). If the Indemnitor agrees to the Claim Notice pursuant to clause (i) above or fails to provide a timely Dispute Notice pursuant to clause (ii) above, then the Indemnitor shall make payment to the Indemnified Party in accordance with the provisions of Section 4.47.6. (c) upon The provisions of this Section 7.3 shall not apply in the indemnified Person’s providing an initial Indemnity case of a Claim Notice to the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified provided in connection with a claim by a third Person shallmade against an Indemnified Party, to the extent practicable, give an Indemnity Claim Notice within such time as will allow the indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying Claim; provided, (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice claims shall be effective, subject to the other limitations in governed by Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the expiration of any such time period, with respect to the matter described in such Indemnity Claim Notice7.4.

Notice of Claims. (a) If a Claim Purchaser Party or a Seller Party believes that it has suffered or incurred any Damages pursuant to Section 11.1 or Section 11.2 hereof, it shall so notify the Person from which it is seeking indemnification promptly in writing (i) describing in reasonable detail such Damages; (ii) the amount thereof, if known; (iii) any complaints, subpoena or other documents served against the indemnified person in connection with such Damages; and (iv) the method of computation of such Damages. (b) If any legal proceeding shall be instituted or in the event that any claim or demand shall be asserted against a Person for by any person in respect of which indemnification may be sought from a Party may have Indemnity Obligations under to this Agreement (an “Indemnity Claim”), the indemnified Person shall give the indemnifying Party written notice of the underlying Claim setting forth the particulars associated with the underlying Claim (including a copy of the written underlying Claim, if any) as then known by the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims with respect that is required to which the Individual Indemnity Threshold in Section 4.4 applies, an Indemnity Claim shall be deemed to have been made (subject provide indemnification pursuant to the provisions of Section 4.411.1 or Section 11.2 hereof (the "Indemnitor"), the Party seeking indemnification (the "Indemnitee") upon the indemnified Person’s providing an initial Indemnity Claim Notice to the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shall, to the extent practicableof its knowledge thereof, give an Indemnity Claim Notice within cause prompt written notice of the commencement of such time as will allow proceeding or the indemnifying Party a reasonable period in which assertion of such claim or demand to evaluate and timely respond be given to the underlying ClaimIndemnitor, and the Indemnitor shall have the right, to the extent of its indemnification, at its option and at its own expense, to conduct and control the defense of such claim or demand; provided, (a) however, that the failure by the Indemnitee to do so give prompt notice shall not affect an indemnified Person’s rights hereunder release the Indemnitor of its indemnification obligations hereunder, except for, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially actually prejudices the indemnifying Party’s ability Indemnitor. If the Indemnitor does not so assume control, the Indemnitee shall have the right to defend, contest, settle or compromise such claim or defend against in the Claim through exercise of its exclusive discretion, and the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth in Section 4.4(a) (if applicable to the Claim)Indemnitor shall, but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect upon request from any Indemnitee, promptly pay to such Claim set forth Indemnitee in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject to accordance with the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after terms of this Article 12 the expiration amount of any Damages. If the Indemnitor does assume control, the Indemnitor shall have the right to undertake, conduct and control, through counsel of its own choosing and at its sole expense, the conduct and settlement of such time periodclaim or demand, and the Indemnitee shall cooperate with respect to the matter described Indemnitor in such Indemnity Claim Noticeconnection therewith.

Notice of Claims. If a Claim is asserted against a Person for which a Party may have Indemnity Obligations (a) Each party entitled to indemnification under this Agreement Article IX (each, an “Indemnity Claim”"Indemnified Party") seeking indemnification hereunder shall give a notice (a "Claim Notice") to the party from whom indemnification is sought (either the Sellers Representatives (in the case of a Purchaser Indemnitee) or Purchaser (in the case of a Sellers Indemnitee), the indemnified Person "Indemnifying Party"), specifying in reasonable detail the facts giving rise to any Indemnification Claim and shall give include in such Claim Notice (if then known) the indemnifying Party written notice amount or the method of computation of the underlying Claim setting forth the particulars associated with the underlying Claim (including a copy amount of the written underlying such Indemnification Claim, if any) as then known by the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims with respect to which the Individual Indemnity Threshold in Section 4.4 applies, an Indemnity Claim shall be deemed to have been made (subject and a reference to the provisions provision of Section 4.4) this Agreement or any agreement, certificate or instrument executed pursuant hereto or in connection herewith upon the indemnified Person’s providing an initial Indemnity which such Indemnification Claim Notice to the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shall, to the extent practicable, give an Indemnity Claim Notice within such time as will allow the indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying Claimis based; provided, (a) failure that a Claim Notice in respect of any action at law or suit in equity by or against a third Person as to do so which indemnification will be sought shall not affect an indemnified Person’s rights hereunder except for, and only to be given promptly after the extent that, such failure results in insufficient time being available to permit Indemnified Party has actual knowledge that the indemnifying Party to effectively defend against the Claim action or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and suit is commenced. (b) The Indemnifying Party shall have 30 Business Days after the foregoing shall not extend receipt of any Claim Notice pursuant hereto to provide such Indemnified Party with notice that it disagrees with the time period amount or method of determination set forth in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying (the "Disagreement Notice"). The Indemnified Party within shall provide the applicable time period (if any) Indemnifying Party with such information with respect to such Claim Notice as the Indemnifying Party reasonably requests. If the Indemnifying Party delivers a timely Disagreement Notice, the parties shall resolve such conflict in accordance with the procedures set forth in Section 4.4(a9.05(c). (c) If the Indemnifying Party shall have timely provided a Disagreement Notice, such Indemnity Claim Notice shall be effective, subject the parties will attempt in good faith to agree upon the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after rights of the expiration of any such time period, respective parties with respect to each of such claims. If the matter described parties should so agree, a memorandum setting forth such agreement will be prepared and signed by Purchaser and the Sellers Representatives. In the event the parties shall fail to reach an agreement within 30 Business Days after the date on which the Indemnified Party received a Disagreement Notice, the dispute shall be resolved in such Indemnity Claim Noticeaccordance with the provisions of Article XI.

Notice of Claims. If a Claim is asserted against a Person for which a Party may have Indemnity Obligations under this Agreement (an “Indemnity Claim”), the indemnified Person shall give the indemnifying Party written notice of the underlying Claim setting forth the particulars associated with the underlying Claim (including a copy of the written underlying Claim, if any) as then known by the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims with respect to which the Individual Indemnity Threshold in Section 4.4 11.4 applies, an Indemnity Claim shall be deemed to have been made (subject to the provisions of Section 4.411.4) upon the indemnified Person’s providing an initial Indemnity Claim Notice to the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shall, to the extent practicable, give an Indemnity Claim Notice within such time as will allow the indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying Claim; provided, (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent thatof, such any increase in the cost of the Indemnity Claim resulting from the failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defensesgive notice; and (b) the foregoing shall not extend the time period set forth in Section 4.4(a) 11.4 (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a)11.4, such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 11.4 (if applicable), as to costs and expenses incurred or suffered after the expiration of any such time period, with respect to the matter described in such Indemnity Claim Notice.

Notice of Claims. If (a) Any Kenexa Indemnified Party seeking indemnification hereunder shall, within the limitation period provided for in Section 10.1 above, give to the Representative, a written notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to any claims for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement or any agreement, certificate or instrument executed pursuant hereto or in connection herewith upon which such claim is based; provided, that a Claim Notice in respect of any action at law or suit in equity by a third Person as to which indemnification will be sought shall be given promptly after the action or suit is asserted against a Person for which a Party may have Indemnity Obligations under this Agreement (an “Indemnity Claim”)commenced; provided, the indemnified Person shall further, that failure to give the indemnifying Party such written notice shall not relieve the Equityholders of their obligations hereunder, except to the underlying extent they shall have been materially prejudiced by such failure. (b) The Equityholders, acting through the Representative, shall have thirty (30) days after the giving of any Claim setting Notice pursuant hereto to (i) agree to the amount or method of determination set forth in the particulars associated Claim Notice or (ii) provide such Kenexa Indemnified Party with written notice that it disagrees with the underlying amount or method of determination set forth in the Claim Notice (including a copy of the written underlying Claim, if any) as then known by the indemnified Person (“Indemnity Claim Dispute Notice”). For Indemnity Claims with respect Within fifteen (15) days after the giving of any Dispute Notice, the Representative and the Kenexa Indemnified Party shall negotiate in good faith to which resolve the Individual Indemnity Threshold in Section 4.4 appliesmatter. In the event that the controversy is not resolved within thirty (30) days of the giving of the Dispute Notice, an Indemnity the parties shall thereupon proceed to pursue any and all available remedies at law. If the Representative agrees to the Claim Notice pursuant to clause (i) above or fails to provide a timely Dispute Notice pursuant to clause (ii) above, then the Kenexa Indemnified Party shall be deemed entitled to have been made receive from the Indemnity Escrow Account the amount set forth in the Claim Notice, and Kenexa Technology and the Representative shall promptly execute a joint written instruction to the Escrow Agent to release such amount to such Kenexa Indemnified Party. (subject to c) Notwithstanding the foregoing, the provisions of this Section 4.4) upon 10.3 shall not apply in the indemnified Person’s providing an initial Indemnity case of a Claim Notice to the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified provided in connection with a claim by a third Person shallmade against a Kenexa Indemnified Party, to the extent practicable, give an Indemnity Claim Notice within such time as will allow the indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying Claim; provided, (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth in claims are provided for by Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the expiration of any such time period, with respect to the matter described in such Indemnity Claim Notice10.6.

Notice of Claims. If a Claim is asserted against a Person for which a Party may have Indemnity Obligations under this Agreement (an “Indemnity Claim”), the a) Any indemnified Person party shall give to the indemnifying Party written party a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the underlying Claim setting forth the particulars associated with the underlying Claim (including amount of such claim, and a copy of the written underlying Claim, if any) as then known by the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims with respect reference to which the Individual Indemnity Threshold in Section 4.4 applies, an Indemnity Claim shall be deemed to have been made (subject to 77 89 the provisions of Section 4.4) this Agreement or any other agreement, document or instrument executed hereunder or in connection herewith upon the indemnified Person’s providing an initial Indemnity Claim Notice to the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shall, to the extent practicable, give an Indemnity Claim Notice within which such time as will allow the indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying Claimclaim is based; provided, that (a) failure a Claim Notice in respect of any action at law or suit in equity by or against a third Person as to do so which indemnification will be sought shall not affect an indemnified Person’s rights hereunder except for, and only to be given promptly after the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim action or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defensessuit is commenced; and (b) the foregoing failure to give such notice shall not extend relieve the time period set forth in Section 4.4(a) (if applicable indemnifying party of its obligations hereunder except to the Claimextent it shall have been prejudiced by such failure. (b) In calculating any Losses, there shall be deducted any insurance recovery in respect thereof (and no right of subrogation shall accrue hereunder to any insurer). To the extent that an indemnified party has insurance coverage with respect to any Loss or Environmental Liability, but if an Indemnity Claim Notice or is given indemnified against any Loss or Environmental Liability by a Person other than the Shareholders, such indemnified party shall, and agrees that it will, seek to collect its damages first against such other Person and only secondarily from an indemnifying Party within party, and in the applicable time period (if any) event that any indemnifying party is required to indemnify any indemnified party for any such Loss or Environmental Liability, the indemnifying party shall have a right of subrogation with respect to such Claim set forth in Section 4.4(a), such Indemnity insurer or other Person. (c) After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which an indemnified party shall be effectiveentitled under this Section 10.7 shall be determined: (a) by the written agreement between the indemnified party and the indemnifying party or, subject if such written agreement cannot be reached, (b) by a final judgment or decree of any court of competent jurisdiction or, to the other limitations in Section 4.4 (extent provided herein, by arbitration. The judgment or decree of a court shall be deemed final when the time for appeal, if applicable)any, as to costs shall have expired and expenses incurred no appeal shall have been taken or suffered after the expiration of any such time period, with respect to the matter described in such Indemnity Claim Noticewhen all appeals taken shall have been finally determined.

Notice of Claims. (I) If either a Claim is asserted against Buyer Indemnitee, on the one hand, or a Person Seller Indemnitee, on the other hand, shall have a claim for which a Party may have Indemnity Obligations under this Agreement indemnification hereunder (an the “Indemnity ClaimIndemnitee”), the indemnified Person shall Indemnitee shall, as promptly as is practicable, give the indemnifying Party written notice (a “Claim Notice”) to the party from whom indemnification is sought (the “Indemnitor”) that includes a general description of the underlying facts giving rise to the claim for indemnification hereunder that is the subject of the Claim setting Notice (if and to the extent then known), a good faith estimate of the amount of such claim and a reference to the provision of this Agreement upon which such claim is based. (II) An Indemnitor shall have thirty (30) days after the giving of any proper Claim Notice pursuant hereto to: (i) agree to the amount set forth in the particulars associated Claim Notice and to pay or cause to be paid such amount to such Indemnitee, or (ii) provide such Indemnitee with written notice that it disagrees with the underlying claim set forth in the Claim Notice (including a copy of the written underlying Claim, if any) as then known by the indemnified Person (“Indemnity Claim Dispute Notice”). For Indemnity Claims with respect a period of forty-five (45) days after the giving of any Dispute Notice, a representative of the Indemnitor and the Indemnitee shall negotiate in good faith to which resolve the Individual Indemnity Threshold in Section 4.4 applies, an Indemnity Claim shall be deemed to have been made (subject to matter. In the provisions of Section 4.4) upon the indemnified Person’s providing an initial Indemnity Claim Notice to the indemnifying Party stating event that the Claim underlying controversy is not resolved within forty-five (45) days after the Indemnity Claim could reasonably be expected date the Dispute Notice is given or Indemnitor fails to exceed provide a timely Dispute Notice pursuant to clause (II)(ii) above, the Individual Indemnity Threshold. The indemnified Person shall, to Indemnitor and the extent practicable, give an Indemnity Claim Notice within such time as will allow Indemnitee shall pursue the indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying Claim; provided, (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period dispute resolution procedures set forth in Section 4.4(a) (if applicable 11.11. If the Indemnitor agrees to the ClaimClaim Notice pursuant to clause (II)(i), but if an Indemnity Claim Notice is given then the Indemnitor shall pay or cause to an indemnifying Party within be paid the applicable time period (if any) with respect to such Claim Indemnitee the amount set forth in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the expiration of any such time period, with respect to the matter described in such Indemnity Claim Notice.

Notice of Claims. If (a) Any Parent Group Member seeking indemnification hereunder shall give to the Representative prompt written notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to the claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such claim and a reference to the provision of this Agreement or any other Contract, document or instrument executed hereunder or in connection herewith upon which such claim is asserted based. A Claim Notice in respect of any Action by or against a Person for which that is not (i) a Party may have Indemnity Obligations under party to this Agreement or (ii) a Parent Group Member (each, a “Third Person”) as to which indemnification will be sought (each, a “Third-Person Claim”) shall be given within a reasonable period of time after Parent obtains actual knowledge of such Action. The failure of any Parent Group Member seeking indemnification hereunder (each, an “Indemnity ClaimIndemnified Party”), the indemnified Person shall ) to give the indemnifying Party written notice of the underlying Claim setting forth the particulars associated with the underlying Claim (including a copy of the written underlying Claim, if any) as then known by the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims with respect to which the Individual Indemnity Threshold in Section 4.4 applies, an Indemnity Claim shall be deemed to have been made (subject to the provisions of Section 4.4) upon the indemnified Person’s providing an initial Indemnity Claim Notice to the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shall, Representative within a reasonable period of time as required by this Section 12.2 shall not affect such Indemnified Party’s rights under this Article XII except to the extent practicable, give an Indemnity Claim Notice within such time as will allow the indemnifying Party a reasonable period in which to evaluate and timely respond failure is actually prejudicial to the underlying Claim; provided, (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to obligations of the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and Participants. (b) After the foregoing giving of any Claim Notice pursuant hereto, the amount of indemnification to which an Indemnified Party shall not extend be entitled under this Article XII shall be determined: (i) by the written agreement between the Indemnified Party and the Representative; (ii) by a final judgment or decree of any court of competent jurisdiction; or (iii) by an Award. The judgment or decree of a court shall be deemed final when the time period set forth in for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. (c) If any Claim Notice, written agreement between the Indemnified Party and the Representative, final judgment or decree of any court or any Award is delivered to a party pursuant to this Section 4.4(a) (if applicable 12.2, a copy of such Claim Notice, written agreement, final judgment or decree or Award shall be delivered promptly to the ClaimEscrow Agent. Upon the determination of any amount of indemnification payable to the Indemnified Party pursuant to Section 12.2(b), but if an cash remains in the Indemnity Claim Notice is given Escrow Fund, the Indemnified Party and the Representative shall promptly direct the Escrow Agent to an indemnifying Party within act in accordance with such written agreement, final judgment or decree or Award and distribute cash from the applicable time period (if any) with respect to such Claim set forth Indemnity Escrow Fund in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the expiration of any such time period, with respect to the matter described in such Indemnity Claim Noticeaccordance therewith.

Notice of Claims. If Any party seeking indemnification under this Article VIII (the “Indemnified Party”) shall, within the relevant limitation period provided for in Section 8.1, promptly notify the party obligated to indemnify such Indemnified Party (or, in the case of a Parent Indemnitee seeking indemnification, such Parent Indemnitee shall promptly notify the Representative) (such notified party, the “Responsible Party”) in writing (a “Claim Notice”) describing in reasonable detail the facts giving rise to any claims for indemnification hereunder and shall include in such Claim Notice (if then known) the amount and the method of computation of the amount of such claim and a reference to the provision of this Agreement upon which such claim is based; provided that a Claim is asserted Notice in respect of any action at law or suit in equity by or against a third Person for as to which a indemnification will be sought shall be given promptly after the action or suit is commenced; provided, further, that failure to give such written notice shall not relieve the Responsible Party may of its obligations hereunder, except to the extent that the Responsible Party shall have Indemnity Obligations under this Agreement (an “Indemnity Claim”), the indemnified Person been materially prejudiced by such failure. The Indemnified Party shall give the indemnifying Responsible Party written notice reasonable access to the books, records and assets of the underlying Claim setting forth Indemnified Party (and, in the particulars associated with case the underlying Claim (including Indemnified Party is a copy Parent Indemnitee, of the written underlying ClaimCompany and its Subsidiaries) which evidence or support such claim or the act, if any) as then known by omission or occurrence giving rise to such claim and the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims with respect to which the Individual Indemnity Threshold in Section 4.4 appliesright, an Indemnity Claim shall be deemed to have been made (subject to the provisions of Section 4.4) upon the indemnified Person’s providing an initial Indemnity Claim Notice to the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shallreasonable prior notice during normal business hours, to interview any appropriate personnel of the extent practicable, give an Indemnity Claim Notice within such time as will allow Indemnified Party (or the indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying Claim; provided, (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim Company or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable)its Subsidiaries, as to costs and expenses incurred or suffered after the expiration of any such time period, with respect to the matter described in such Indemnity Claim Noticeapplicable) related thereto.

Notice of Claims. If (a) Any Indemnified Party seeking indemnification hereunder shall, within the relevant limitation period provided for in Section 12.1, give to Seller a written notice (a “Notice of Claim”) describing in reasonable detail the facts giving rise to any claims for indemnification of Losses and an estimate of Losses (which, in the case of Losses not yet incurred, paid or accrued, may be the amount reasonably anticipated to be incurred, paid or accrued); provided, that a Notice of Claim is asserted in respect of any action at law or suit in equity by or against a third Person as to which indemnification will be sought shall be given promptly after the action or suit is commenced. The Parties agree that in no event shall the information contained in the Notice of Claim limit in any manner the Indemnified Party’s rights for which a Party may have Indemnity Obligations indemnification under this Agreement Agreement. (an b) Seller shall have 20 days after receiving any Notice of Claim pursuant hereto to (i) agree to the amount set forth in the Notice of Claim and to pay such amount to such Indemnified Party in immediately available funds or (ii) provide such Indemnified Party with written notice that it disagrees with the amount set forth in the Notice of Claim (the “Indemnity Claim”), the indemnified Person shall give the indemnifying Party written notice of the underlying Claim setting forth the particulars associated with the underlying Claim (including a copy of the written underlying Claim, if any) as then known by the indemnified Person (“Indemnity Claim Dispute Notice”). For Within 15 days after the giving of any Indemnity Claims with respect Dispute Notice, a representative of Seller and the Indemnified Party shall negotiate in good faith to which resolve the Individual matter. In the event that the controversy is not resolved within 30 days of the giving of the Indemnity Threshold in Section 4.4 appliesDispute Notice, an Indemnity Claim the Parties shall be deemed thereupon and only thereupon proceed to have been made (pursue any and all available remedies at law, subject to Sections 12.2 and 12.3 of this Agreement. (c) Notwithstanding the foregoing, the provisions of this Section 4.4) upon the indemnified Person’s providing an initial Indemnity Claim Notice to the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shall, to the extent practicable, give an Indemnity Claim Notice within such time as will allow the indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying Claim; provided, (a) failure to do so 12.3 shall not affect apply in the case of a Notice of Claim provided in connection with a claim by a third Person made against an indemnified Person’s rights hereunder except forIndemnified Party, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth in which claims are provided for by Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the expiration of any such time period, with respect to the matter described in such Indemnity Claim Notice12.4.

Notice of Claims. (a) If any of the Persons to be indemnified under this Article IX (the “Indemnified Party”) has suffered or incurred any Loss, the Indemnified Party shall so notify the party from whom indemnification is sought (the “Indemnifying Party”) promptly in writing describing such Loss, the amount or estimated amount thereof, if known or reasonably capable of estimation, and the method of computation of such Loss, all with reasonable particularity and containing a Claim reference to the provisions of this Agreement or any other agreement, instrument or certificate delivered pursuant hereto in respect of which such Loss shall have occurred. If any action at Law or suit in equity is asserted instituted by or against a Person for which a Party may have Indemnity Obligations under this Agreement (an “Indemnity Claim”), the indemnified Person shall give the indemnifying Party written notice of the underlying Claim setting forth the particulars associated with the underlying Claim (including a copy of the written underlying Claim, if any) as then known by the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims third party with respect to which the Individual Indemnity Threshold Indemnified Party intends to claim any Liability as a Loss under this Article IX, the Indemnified Party shall promptly notify the Indemnifying Party of such action or suit and tender to the Indemnifying Party the defense of such action or suit. A failure by the Indemnified Party to give notice and to tender the defense of the action or suit in a timely manner pursuant to this Section 4.4 applies9.03 shall not limit the obligation of the Indemnifying Party under this Article IX, except (i) to the extent such Indemnifying Party is prejudiced thereby, (ii) to the extent expenses are incurred during the period in which notice was not provided, and (iii) as provided by Section 9.05. (b) Except when a notice, report or other filing must be filed immediately as required by applicable Environmental Laws, the Indemnified Party will provide notice and an Indemnity Claim shall opportunity to comment to the Indemnifying Party before the Indemnified Party files any Required Governmental Report or any other report, notification or filing with any Governmental Authority or third party in connection with an event that would be deemed reasonably likely to have been made (result in a Loss subject to the indemnification provisions of Section 4.4) upon this Article IX. In the indemnified Person’s providing an initial Indemnity Claim Notice event the Indemnified Party is required to file a Required Governmental Report or any other report, notification or filing immediately, the Indemnified Party will provide simultaneous notice to the indemnifying Indemnifying Party stating that when it files such report with the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shall, to the extent practicable, give an Indemnity Claim Notice within such time as will allow the indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying Claim; provided, (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the expiration of any such time period, with respect to the matter described in such Indemnity Claim NoticeGovernmental Authority.

Notice of Claims. Any Purchaser Indemnitee or Seller Indemnitee claiming that it has suffered or incurred any Loss for which it may be entitled to indemnification under Section 6.07(e), Section 6.13(e) or this ARTICLE VIII (the “Indemnified Party”) shall give prompt written notice to the Party from whom indemnification is sought (the “Indemnifying Party”) of the matter, action, cause of action, claim, demand, proceeding, fact or other circumstances upon which a claim for indemnification under Section 6.07(e), Section 6.13(e) or this ARTICLE VIII (each, a “Claim”) may be based. Such notice shall contain, with respect to each Claim, such facts and information as are then reasonably available to the Indemnified Party with respect to such Claim, including the amount or estimated amount of such Losses (if known or reasonably capable of estimation) and the basis for indemnification hereunder. If a any Claim is asserted against based on any action, claim, suit or proceeding (in equity or at law) instituted by a Person for third party with respect to which a the Indemnified Party may have Indemnity Obligations intends to claim any Loss under this Agreement ARTICLE VIII (an a “Indemnity Third Party Claim”), the indemnified Person Indemnified Party shall promptly notify (the “Third Party Claim Notice”) the Indemnifying Party of such Third Party Claim and offer to tender to the Indemnifying Party the defense of such Third Party Claim. A failure by the Indemnified Party to give the indemnifying Party written notice of (or the underlying contents of such notice) and to offer to tender the defense of any Third Party Claim setting forth in a timely manner pursuant to this Section 8.03 shall not limit the particulars associated with the underlying Claim (including a copy obligation of the written underlying ClaimIndemnifying Party under this ARTICLE VIII, if anyexcept (a) as then known by the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims with respect to which the Individual Indemnity Threshold in Section 4.4 applies, an Indemnity Claim shall be deemed to have been made (subject to the provisions of Section 4.4) upon the indemnified Person’s providing an initial Indemnity Claim Notice to the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shall, to the extent practicable, give an Indemnity Claim Notice within such time as will allow the indemnifying Indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying Claim; provided, (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim is actually prejudiced thereby or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth as provided in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the expiration of any such time period, with respect to the matter described in such Indemnity Claim Notice8.05.

Notice of Claims. (a) For the purposes of this Clause 15 (Claims), “Affiliates” of each of Sandoz and Novartis shall include the Sandoz Indemnitees and Novartis Indemnitees respectively. (b) If a Party (the Claimant Party) wishes to make a Claim against another Party (the Defendant Party), the Claimant Party shall, subject to Clause 15.3 (Third Party Claims and Investigations Management Agreement), as soon as reasonably practicable after becoming aware of the facts or circumstances giving rise to such Claim (including any written demand or claim that is asserted against the Claimant Party by a Person Third Party), give written notice to the Defendant Party (the Claim Notice) containing reasonably specific details of: (i) the Claim, including such Information as is available to the Claimant Party (or its Affiliates) to enable the Defendant Party to reasonably assess the Claim; (ii) to the extent reasonably practicable, the Claimant Party’s estimate (on a without prejudice basis), on the basis of the Information then available to the Claimant Party, of the amount of the Liabilities which are, or are to be, the subject of the Claim (if known) and the method of computation thereof; (iii) where such Claim is a demand from an Indemnitee for which an Indemnity Payment, the amount of such Indemnity Payment and reasonably satisfactory documentation setting forth the basis for such amount, including documentation with respect to calculations made and consideration of any Insurance Proceeds that would reduce the amount of such Liabilities; and (iv) any other remedies sought by the Claimant Party in relation to the Claim. To the extent a Party may have Indemnity Obligations under this Agreement (an “Indemnity Claim”reasonable estimate and/or method of computation cannot reasonably be provided in the Claim Notice in accordance with Clause 15.2(b)(ii), the indemnified Person Claimant Party shall give provide such Information to the indemnifying Defendant Party written notice as soon as reasonably practicable thereafter. (c) Following the delivery of a Claim Notice pursuant to Clause 15.2(b), the underlying Claim setting forth Defendant Party shall have a period of 45 days within which to object to any such notice, stating whether it disputes the particulars associated with the underlying Claim (including a copy of the written underlying Claim, if any) as then known by and describing in reasonable detail the indemnified Person (“Indemnity Claim Notice”)basis for its objection thereto. For Indemnity Claims with respect to which If the Individual Indemnity Threshold in Section 4.4 appliesDefendant Party does not so respond within such 45-day period stating that the Defendant Party disputes its liability for such Claim, an Indemnity Claim the Defendant Party shall be deemed to have been made accepted such Claim. (subject to d) If the Parties are disputing a Claim following the procedure outlined above, the provisions of Section 4.4Clause 38 (Dispute Resolution) upon shall apply. (e) The regime provided for in this Clause 15.2 (Notice of Claims) shall be in lieu of, and not in addition to, any Claimant Party’s duty to inspect and notify the indemnified Person’s providing an initial Indemnity Claim Defendant Party in accordance with article 201 of the Swiss CO. (f) The failure of a Party to comply fully with its obligations under this Clause 15.2 (Notice of Claims) shall not release the other Party from its obligations and any liability with regard to the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shall, to the extent practicable, give an Indemnity Claim Notice within such time as will allow the indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying relevant Claim; provided, (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the expiration of any such time period, with respect to the matter described in such Indemnity Claim Notice.

Notice of Claims. If a Claim is asserted against a Person (a) Except with respect to claims for Taxes, which a Party may have Indemnity Obligations under this Agreement (an “Indemnity Claim”are addressed in Section 6.2(c), any Covered Party seeking indemnification hereunder shall, within the indemnified Person shall relevant limitation period provided for in Section 8.1 above, give to the indemnifying Party written notice of the underlying Claim setting which is obligated pursuant to this Article VIII to provide indemnification as set forth the particulars associated with the underlying Claim (including a copy of the written underlying Claim, if any) as then known by the indemnified Person herein (“Indemnity the “Indemnifying Party”) a notice (a “Claim Notice”). For Indemnity Claims with ) describing in reasonable detail the facts giving rise to any claims for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement or any agreement, certificate or instrument executed pursuant hereto or in connection herewith upon which such claim is based; provided, that a Claim Notice in respect of any action at law or suit in equity by or against a third Person as to which the Individual Indemnity Threshold in Section 4.4 applies, an Indemnity Claim indemnification will be sought shall be deemed given promptly after the action or suit is commenced; and provided further, that failure to give such notice shall not affect such Covered Party’s right to indemnification hereunder except to the extent the Indemnifying Party shall have been made materially prejudiced by such failure. (subject b) The Indemnifying Party shall have thirty days after receipt of any Claim Notice pursuant hereto to (i) agree to the provisions amount or method of Section 4.4) upon determination set forth in the indemnified Person’s providing an initial Indemnity Claim Notice to the indemnifying pay such amount to (A) a Parent Indemnified Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shall, in immediately available funds (solely to the extent practicable, give an Indemnity Claim Notice within that such time as will allow funds are available in the indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying Claim; provided, (aEscrow Account) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only or to the extent thatthat no funds are available in the Escrow Account, solely as an offset against up to $5,900,000 of the Subsequent Merger Consideration Payments, when and if payable, or (B) a Company Indemnified Party in immediately available funds or (ii) to provide such failure results Covered Party with notice that they disagree with the amount or method of determination set forth in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices Notice and thereafter comply with the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period dispute resolution provisions set forth in Section 4.4(a) (if applicable to the Claim2.13(h), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the expiration of any such time period, with respect to the matter described in such Indemnity Claim Notice.

Notice of Claims. If (a) Any Indemnified Party shall, within the limitation period provided for in Section 7.1, give, in the case of indemnification sought by: (i) any Seller Indemnified Party, to Buyer; or (ii) any Buyer Indemnified Party, to Seller, a written notice (a “Claim Notice”) that includes a general description of the facts giving rise to the claim for indemnification hereunder that is asserted against the subject of the Claim Notice (if and to the extent then known), a Person good faith estimate of the amount of such claim and a reference to the provision of this Agreement upon which such claim is based along with disclosure of any policy of insurance which may afford coverage for which all or part of the Claim. A Claim Notice shall be given promptly following the claimant’s determination that facts or events give rise to a claim for indemnification hereunder; provided that the failure to give such written notice (i) shall not relieve any Indemnifying Party of its obligations under this Article VII, except to the extent it shall have been actually and materially prejudiced by such failure, and (ii) shall not relieve any Indemnifying Party of any other obligation or liability it may have Indemnity Obligations to any Indemnified Party otherwise than under this Agreement Article VII. (an b) An Indemnifying Party shall have thirty (30) days after the giving of any proper Claim Notice pursuant hereto to: (i) agree to the amount set forth in the Claim Notice and to pay or cause to be paid such amount to such Indemnified Party (A) in the case of a claim by the Seller Indemnified Parties, in immediately available funds, or (B) in the case of a claim by the Buyer Indemnified Parties, (1) by the Buyer and Seller jointly directing the Escrow Agent to release from the Indemnity Escrow Holdback Amount the amount set forth in the Claim Notice (the “Indemnity ClaimIndemnification Amount”), and (2) if the indemnified Person shall give Indemnification Amount exceeds the indemnifying available balance of the Indemnity Escrow Holdback Amount, and the full amount of the Indemnity Escrow Holdback Amount has been released pursuant to Section 7.5(b)(a)(1) above, by the Seller transferring back to Parent or a nominee thereof (for no consideration) from the Indemnity Holdback Shares the number of shares of Parent Stock equal to (x) the amount by which the Indemnification Amount exceeds the available balance of the Indemnity Escrow Holdback Amount divided by (y) the Market Value as of the date of the Claim Notice; or (ii) provide such Indemnified Party with written notice of the underlying Claim setting forth the particulars associated that it disagrees with the underlying claim set forth in the Claim Notice (including a copy of the written underlying Claim, if any) as then known by the indemnified Person (“Indemnity Claim Dispute Notice”). For Indemnity Claims with respect a period of sixty (60) days after the giving of any Dispute Notice, a representative of the Indemnifying Party and the Indemnified Party shall negotiate in good faith to which resolve the Individual Indemnity Threshold in Section 4.4 appliesmatter. In the event that the controversy is not resolved within sixty (60) days after the date the Dispute Notice is given, an Indemnity the Parties may thereupon proceed to pursue any and all available remedies at law. If the Indemnifying Party agrees to the Claim Notice pursuant to clause (i) above or fails to provide a timely Dispute Notice pursuant to clause (ii) above, then: (x) if the Indemnified Party is a Buyer Indemnified Party, Buyer shall be deemed to have been made (subject entitled to the provisions of indemnification payment released by the Escrow Agent as contemplated by Section 4.47.5(b)(i)(B), or (y) upon if the indemnified Person’s providing an initial Indemnity Claim Notice to the indemnifying Indemnified Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person is a Seller Indemnified Party, then Buyer shall, to using its own immediately available funds, pay Seller the extent practicable, give an Indemnity Claim Notice within such time as will allow the indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying Claim; provided, (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period amount set forth in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the expiration of any such time period, with respect to the matter described in such Indemnity Claim Notice.

Notice of Claims. If (a) Any Investor Group Member or Smitx & Xephew Group Member (the "Indemnified Party") seeking indemnification hereunder shall give to the party obligated to provide indemnification to such Indemnified Party (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement or any other agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based; provided, that a Claim is asserted Notice in respect of any action at law or suit in equity by or against a third Person for which a Party may have Indemnity Obligations under this Agreement (an “Indemnity Claim”), the indemnified Person shall give the indemnifying Party written notice of the underlying Claim setting forth the particulars associated with the underlying Claim (including a copy of the written underlying Claim, if any) as then known by the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims with respect to which the Individual Indemnity Threshold in Section 4.4 applies, an Indemnity Claim indemnification will be sought shall be deemed given promptly after the action or suit is commenced; provided, that failure to have been made (subject to give such notice shall not relieve the provisions Indemnitor of Section 4.4) upon the indemnified Person’s providing an initial Indemnity Claim Notice to the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shall, its obligations hereunder except to the extent practicable, give an Indemnity Claim Notice within such time as will allow the indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying Claim; provided, (a) failure to do so Indemnitor shall not affect an indemnified Person’s rights hereunder except for, and only to the extent that, have been prejudiced by such failure results in insufficient time (it being available to permit the indemnifying Party to effectively defend against the Claim understood that this proviso does not modify or otherwise materially prejudices affect the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; time periods specified in Sections 11.1 and 11.2). (b) In calculating any Loss or Expense there shall be deducted (i) any insurance recovery actually received by the foregoing Indemnified Party (less any deductibles and any resulting premium increases) in respect thereof (and no right of subrogation shall not extend accrue hereunder to any insurer) and (ii) the time period set forth in Section 4.4(a) amount of any Tax benefit actually received by the Indemnified Party (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if anyor any of its Affiliates) with respect to such Claim set forth Loss or Expense (after giving effect to the Tax effect of receipt of the indemnification payments). In no event shall Investor be entitled to indemnification under this Agreement for any Loss or Expense that is reflected in Section 4.4(a), the adjustment to the Existing Membership Interest Purchase Price pursuant to Article III to the extent (and only to the extent) such Indemnity Loss or Expense is so reflected in such adjustment. (c) After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which an Indemnified Party shall be effective, subject to entitled under this Article XI shall be determined: (i) by the other limitations in Section 4.4 written agreement between the Indemnified Party and the Indemnitor; (if applicable), as to costs and expenses incurred ii) by a final judgment or suffered after the expiration decree of any such court of competent jurisdiction; or (iii) by any other means to which the Indemnified Party and the Indemnitor shall agree. The judgment or decree of a court shall be deemed final when the time periodfor appeal, with respect to if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnified Party shall have the matter described burden of proof in such Indemnity Claim Noticeestablishing the amount of Loss and Expense suffered by it.

Notice of Claims. (a) If a Claim Buyer Party or a Seller Party believes that it has suffered or incurred any Damages pursuant to Section 13.1 or Section 13.2 hereof, it shall so notify the Person from which it is seeking indemnification promptly in writing (i) describing in reasonable detail such Damages; (ii) the amount thereof, if known; (iii) any complaints, subpoena or other documents served against the indemnified person in connection with such Damages; and (iv) the method of computation of such Damages. (b) If any legal proceeding shall be instituted or in the event that any claim or demand shall be asserted against a Person for by any person in respect of which indemnification may be sought from a Party may have Indemnity Obligations under to this Agreement (an “Indemnity Claim”), the indemnified Person shall give the indemnifying Party written notice of the underlying Claim setting forth the particulars associated with the underlying Claim (including a copy of the written underlying Claim, if any) as then known by the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims with respect that is required to which the Individual Indemnity Threshold in Section 4.4 applies, an Indemnity Claim shall be deemed to have been made (subject provide indemnification pursuant to the provisions of Section 4.413.1 or Section 13.2 hereof (the “Indemnitor”), the Party seeking indemnification (the “Indemnitee”) upon the indemnified Person’s providing an initial Indemnity Claim Notice to the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shall, to the extent practicableof its knowledge thereof, give an Indemnity Claim Notice within cause prompt written notice of the commencement of such time as will allow proceeding or the indemnifying Party a reasonable period in which assertion of such claim or demand to evaluate and timely respond be given to the underlying ClaimIndemnitor, and the Indemnitor shall have the right, to the extent of its indemnification, at its option and at its own expense, to conduct and control the defense of such claim or demand; provided, (a) however, that the failure by the Indemnitee to do so give prompt notice shall not affect an indemnified Person’s rights hereunder release the Indemnitor of its indemnification obligations hereunder, except for, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially actually prejudices the indemnifying Party’s ability Indemnitor. If the Indemnitor does not so assume control, the Indemnitee shall have the right to defend, contest, settle or compromise such claim or defend against in the Claim through exercise of its exclusive discretion, and the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth in Section 4.4(a) (if applicable to the Claim)Indemnitor shall, but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect upon request from any Indemnitee, promptly pay to such Claim set forth Indemnitee in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject to accordance with the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after terms of this Article 13 the expiration amount of any Damages. If the Indemnitor does assume control, the Indemnitor shall have the right to undertake, conduct and control, through counsel of its own choosing and at its sole expense, the conduct and settlement of such time periodclaim or demand, and the Indemnitee shall cooperate with respect to the matter described Indemnitor in such Indemnity Claim Noticeconnection therewith.

Notice of Claims. If A Buyer Indemnified Person or Seller Indemnified Person claiming indemnification hereunder (a “Claiming Party”) shall give to the Parent for claims under Section 9.1 or to the Buyer for claims under Section 9.2 (as applicable, the “Responding Party”), prompt written notice (such notice, the “Claim is asserted against Notice”) of any good faith claim for indemnification (including as a Person for which result of a Third Party may have Indemnity Obligations under this Agreement (an Claim, a “Indemnity Claim”), but in any event (i) prior to the indemnified Person shall expiration of any survival period for such Claim as provided in Section 9.4 and (ii) if such Claim relates to the assertion against the Claiming Party of a claim or dispute by any third party (a “Third Party Claim”), within thirty (30) days after the assertion of such Third Party Claim. Notwithstanding the foregoing, no delay in providing the Claim Notice in accordance with the terms of this Agreement (other than the failure to give notice prior to the indemnifying Party written notice expiration of the underlying Claim setting forth the particulars associated with the underlying Claim (including a copy of the written underlying survival period for such Claim, if any) as then known by the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims with respect to which the Individual Indemnity Threshold specified in Section 4.4 applies, an Indemnity Claim 9.4(a)) shall be deemed to have been made (subject to the provisions of Section 4.4) upon the indemnified Person’s providing an initial Indemnity Claim Notice to the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shall, to the extent practicable, give an Indemnity Claim Notice within such time as will allow the indemnifying Party affect a reasonable period in which to evaluate and timely respond to the underlying Claim; provided, (a) failure to do so shall not affect an indemnified PersonClaiming Party’s rights hereunder except forhereunder, unless (and then only to the extent that) the Responding Party is materially prejudiced thereby. The Claim Notice shall describe the nature of the Claim, the amount of such failure results in insufficient time being Claim, if practicable and then known, and the provision or provisions of this Agreement on which the Claim is based, and the Claiming Party shall make reasonably available to permit the indemnifying Responding Party all relevant information that is material to effectively defend against the Claim or otherwise materially prejudices and in the indemnifying Party’s ability to defend against possession of the Claiming Party that the Responding Party reasonably requests. Unless the Claim through described in the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is contested by the Responding Party by written notice to the Claiming Party of the amount of the Claim that is contested, given to an indemnifying within thirty (30) days of the receipt of the Claim Notice (the “Dispute Notice”), the Claiming Party within may recover such undisputed amount of the applicable time period (Claim described in the Claim Notice, if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be effectivefrom the Responding Party, subject to the other terms and limitations of this Article IX. The Claiming Party and the Responding Party shall attempt in Section 4.4 good faith for thirty (if applicable), as 30) days after receipt of a Dispute Notice to costs resolve the objections set forth therein. If no settlement can be reached between the Claiming Party and expenses incurred or suffered after the expiration of any such time period, Responding Party with respect to a Claim after good faith negotiation during the matter described 30-day period after the Claiming Party’s receipt of the Dispute Notice, the Parties will no longer be bound by the dispute resolution procedures in this Section 9.3(a) and either the Claiming Party or the Responding Party may commence litigation to resolve such Indemnity Claim Noticedispute. The Parties agree that all discussions, negotiations and other information exchanged between the Parties during the foregoing dispute resolution proceedings will be without prejudice to the legal position of a Party in any subsequent action, suit or proceeding.

Notice of Claims. If (a) Any Buyer Indemnified Party or Seller Indemnified Party seeking indemnification hereunder (the “Indemnified Party”) shall, within the relevant limitation period provided for in Section 8.1, give (i) in the case of indemnification sought by any Seller Indemnified Party, to Lulu Holdco, and (ii) in the case of indemnification sought by any Buyer Indemnified Party, to Sellers, a Claim is asserted against a Person for which a Party may have Indemnity Obligations under this Agreement (an “Indemnity Claim”), the indemnified Person shall give the indemnifying Party written notice of the underlying Claim setting forth the particulars associated with the underlying Claim (including a copy of the written underlying Claim, if any) as then known by the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims with respect to which ) describing in reasonable detail the Individual Indemnity Threshold in Section 4.4 appliesfacts giving rise, an Indemnity Claim shall be deemed to have been made (subject to the provisions of Section 4.4) upon the indemnified Person’s providing an initial Indemnity Claim Notice to the indemnifying Party stating or that the Claim underlying the Indemnity Claim could reasonably be expected to exceed give rise, to any claims for indemnification hereunder and shall include in such Claim Notice (if then known) the Individual Indemnity Threshold. The indemnified amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement or any agreement, certificate or instrument executed pursuant hereto or in connection herewith upon which such claim is based; provided, that a Claim Notice in respect of any action at law or suit in equity by or against a third Person shallas to which indemnification will be sought shall be given promptly after the action or suit is commenced; provided, further, that failure to give such written notice shall not relieve any Indemnitor of its obligations hereunder, except to the extent practicable, give an Indemnity Claim Notice within it shall have been materially prejudiced by such time as will allow the indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying Claim; provided, (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and failure. (b) An Indemnitor shall have thirty (30) days after the foregoing shall not extend giving of any Claim Notice pursuant hereto to (i) agree to the time period amount or method of determination set forth in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given and to an indemnifying Party within the applicable time period (if any) with respect pay such amount to such Claim Indemnified Party in immediately available funds or (ii) provide such Indemnified Party with written notice that it disagrees with the amount or method of determination set forth in Section 4.4(a), such Indemnity the Claim Notice (the “Dispute Notice”). Within thirty (30) days after the giving of any Dispute Notice, a representative of the Indemnitor and the Indemnified Party shall negotiate in good faith to resolve the matter. In the event that the controversy is not resolved within thirty (30) days of the giving of the Dispute Notice, the Parties shall thereupon proceed to pursue any and all available remedies at law. If the Indemnitor agrees to the Claim Notice pursuant to clause (i) above or fails to provide a timely Dispute Notice pursuant to clause (ii) above, then the Indemnified Party shall be effective, subject entitled to receive the other limitations amount set forth in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the expiration of any such time period, with respect to the matter described in such Indemnity Claim Notice. (c) Notwithstanding the foregoing, the provisions of this Section 8.4 shall not apply in the case of a Claim Notice provided in connection with a claim by a third Person made against an Indemnified Party, which claims are provided for by Section 8.6.

Notice of Claims. If ● Prior to filing a Claim is asserted court action or arbitration against you on a Person for which a Party may have Indemnity Obligations under this Agreement (an “Indemnity Claim”), the indemnified Person shall we must give the indemnifying Party you written notice of that Claim. That notice must list the underlying Claim setting forth the particulars associated with the underlying Claim (including a copy amount of the written underlying Claim. If our Claim is based on your failure to pay, sending you a statement fulfills the notice requirement. ● Prior to filing a court action or arbitration against us on a Claim, if any) you must give us written notice of that Claim. That notice must list the amount of the Claim. Limits on Claims ● CLASS ACTION WAIVER. You and we both agree, to the fullest extent allowed by law, to all of the following (the "Class Action Waiver"): o Claims will not under any circumstances be pursued in Class Proceedings; o We waive the right to bring or to participate in Class Proceedings against you; o You waive the right to bring or to participate in Class Proceedings against us; o If some other person initiates a Class Proceeding against you, we may not and will not join that proceeding or participate as then known by the indemnified Person a member of that class; and o If some other person initiates a Class Proceeding against us, you may not and will not join that proceeding or participate as a member of that class. Arbitration Provision (this “Indemnity Claim Noticeprovision”). THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES. PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY. ● WITH LIMITED EXCEPTIONS, THIS ARBITRATION PROVISION ALLOWS EITHER PARTY TO REQUIRE THAT ANY "CLAIM" BE RESOLVED BY BINDING ARBITRATION. ● ARBITRATION REPLACES THE RIGHT TO GO TO COURT AND TO HAVE A CLAIM DETERMINED BY A JURY. OTHER RIGHTS YOU MAY HAVE IN COURT, SUCH AS DISCOVERY OR APPEAL RIGHTS, MAY NOT BE AVAILABLE OR MAY BE MORE LIMITED IN ARBITRATION. EXCEPT AS PROVIDED BELOW, THOSE OTHER RIGHTS ARE WAIVED. ● YOU WILL NOT BE ABLE TO DO THESE TWO THINGS (IN COURT OR IN ARBITRATION): (1) BRING A CLAIM AS A CLASS ACTION OR IN A REPRESENTATIVE CAPACITY; OR (2) PARTICIPATE IN A CLAIM AS A CLASS MEMBER. ● Except as otherwise provided in this provision, you and we agree to all of the following: o You may choose to have any Claim we bring against you be resolved through binding arbitration; o We may choose to have any Claim you bring against us be resolved through binding arbitration; o We may choose to have any Claim you bring against us and any of Our Related Parties be resolved through binding arbitration; o Our Related Parties may choose to have any Claim you bring only against them and not us be resolved through binding arbitration; and o If a court action is filed, the party that filed it may choose to have any counterclaim, cross-claim, or third party claim brought in that action be resolved through binding arbitration. ● If a party chooses to have a Claim be resolved by arbitration, neither you or we will have the right to do any of the following: o Litigate that Claim in court; o Have a jury trial on that Claim; or o Engage in pre-arbitration discovery, except as provided in the Rules or AAA Rules, as applicable. ● Ordinary Claims are not subject to this provision. Ordinary Claims may be resolved through court action. ● Arbitrations shall be conducted through an Administrator unless one is not available. The Administrator shall be a national arbitration organization with significant experience in financial and consumer disputes. If multiple exist, the Administrator will be the one you and we mutually agree upon. If none exist, the arbitration shall be conducted through an Arbitrator without an Administrator. ● The Arbitrator must be impartial and neutral. The Arbitrator must also be either a lawyer with at least ten years of experience or a retired judge. ● For Indemnity Claims arbitrations with respect an Administrator, all of the below will apply: o Arbitrations shall be conducted according to which the Individual Indemnity Threshold Rules; o The Administrator will provide a listing of possible persons to hear and decide the arbitration; and o The person(s) you and we mutually agree upon from that listing will be the Arbitrator. ● For arbitrations without an Administrator, all of the below will apply: o Arbitrations shall be conducted according to the AAA Rules; o The Arbitrator shall take the place of AAA in Section 4.4 appliesthe AAA Rules; and o The person(s) you and we mutually agree upon will be the Arbitrator. ● Arbitrations will be filed in accord with the Rules or AAA Rules, as applicable. ● You or we may choose to have an Indemnity arbitration hearing. Any hearing will take place in the federal judicial district where you live when the arbitration is filed. You and we may also agree upon a different location. ● You and we may be represented by counsel in any arbitration. ● The Arbitrator shall have no authority to award punitive damages. ● Any dispute as to whether a claim or dispute is a Claim shall be deemed to have been made (subject to resolved solely by the provisions of Section 4.4) upon the indemnified Person’s providing an initial Indemnity Claim Notice to the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shall, to the extent practicable, give an Indemnity Claim Notice within such time as will allow the indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying ClaimArbitrator except: o As noted below for Class Proceedings; provided, (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the expiration of any such time period, with respect to the matter described in such Indemnity Claim Notice.and

Notice of Claims. If (a) Any Buyer Group Member or Seller Group Member (the "Indemnified Party") seeking indemnification hereunder shall give to the party obligated to provide indemnification to such Indemnified Party (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement or any other agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based; provided, however, that a Claim is asserted Notice in respect of any action at law or suit in equity by or against a third Person as to which indemnification will be sought shall be given promptly after the action or suit is commenced. (b) In calculating any Loss or Expense there shall be deducted any insurance recovery in respect thereof (and no right of subrogation shall accrue hereunder to any insurer). Any indemnity payment hereunder with respect to any Loss or Expense shall be calculated on an "After-Tax Basis," which shall mean an amount which is sufficient to compensate the indemnified party for the event giving rise to such Loss or Expense (the "Indemnified Event"), determined after taking into account (1) all increases in federal, state, local or other Taxes (including estimated Taxes) payable by the indemnified party as a result of the receipt of the indemnity payment (as a result of the indemnity payment being included in income, resulting in a reduction of tax basis, or otherwise); provided, however, that Buyer and Sellers agree to report each payment made in respect of a Loss or Expense as an adjustment to the Purchase Price for federal income Tax purposes, (2) all increases in federal, state, local and other Taxes (including estimated Taxes) payable by the indemnified party for all affected taxable years as a result of the Indemnified Event, and (3) all reductions in federal, state, local and foreign Taxes (including estimated Taxes) payable by the indemnified party as a result of the Indemnified Event. All calculations shall be made using reasonable assumptions agreed upon by Buyer and Sellers at the time indemnification is sought, taking into account the Tax benefits that have been obtained (or that would be obtained if the Indemnified Party took all steps to obtain such Tax benefits, determined by multiplying the maximum possible Tax benefit by the percentage likelihood of success, as determined by the parties). (c) After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which a an Indemnified Party may have Indemnity Obligations shall be entitled under this Agreement Article XI shall be determined: (an “Indemnity Claim”), the indemnified Person shall give the indemnifying Party written notice of the underlying Claim setting forth the particulars associated with the underlying Claim (including a copy of i) by the written underlying Claimagreement between the Indemnified Party and the Indemnitor; (ii) by a final judgment or decree of any court of competent jurisdiction; or (iii) by any other means to which the Indemnified Party and the Indemnitor shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, if any) as then known by the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims with respect to which the Individual Indemnity Threshold in Section 4.4 applies, an Indemnity Claim shall be deemed to have expired and no appeal shall have been made (subject to the provisions of Section 4.4) upon the indemnified Person’s providing an initial Indemnity Claim Notice to the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Thresholdtaken or when all appeals taken shall have been finally determined. The indemnified Person shall, to Indemnified Party shall have the extent practicable, give an Indemnity Claim Notice within such time as will allow burden of proof in establishing the indemnifying Party a reasonable period in which to evaluate amount of Loss and timely respond to the underlying Claim; provided, (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or Expense suffered after the expiration of any such time period, with respect to the matter described in such Indemnity Claim Noticeby it.

Notice of Claims. If a Claim is asserted against a Person (a) Any Buyer Indemnified Party or Equityholder Indemnified Party seeking indemnification hereunder (the "Indemnified Party") shall, within the relevant limitation period provided for which a Party may have Indemnity Obligations under this Agreement (an “Indemnity Claim”), the indemnified Person shall give the indemnifying Party written notice of the underlying Claim setting forth the particulars associated with the underlying Claim (including a copy of the written underlying Claim, if any) as then known by the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims with respect to which the Individual Indemnity Threshold in Section 4.4 applies8.1 and 8.2, an Indemnity Claim shall be deemed give (i) in the case of indemnification sought by any Equityholder Indemnified Party, to have been made Buyer, and (subject to ii) in the provisions case of Section 4.4) upon the indemnified Person’s providing an initial Indemnity Claim Notice to the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shallindemnification sought by any Buyer Indemnified Party, to the extent practicableShareholder Representative, give an Indemnity a written notice (a "Claim Notice") describing in reasonable detail the facts giving rise to any claims for indemnification hereunder and shall include in such Claim Notice within (if then known) the amount or the method of computation of the amount of such time as will allow the indemnifying Party claim, and a reasonable period in which to evaluate and timely respond reference to the underlying Claimprovision of this Agreement or any agreement, certificate or instrument executed pursuant hereto or in connection herewith upon which such claim is based; provided, (a) that a Claim Notice in respect of any action at law or suit in equity by or against a third Person as to which indemnification will be sought shall be given promptly after the action or suit is commenced; provided, further, that failure to do so give such written notice shall not affect an indemnified Person’s rights hereunder relieve the party obligated to provide indemnification (the "Indemnitor") of its obligations hereunder, except for, and only to the extent that, the Indemnitor shall have been materially prejudiced by such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and failure. (b) An Indemnitor (acting through Buyer, in the foregoing case of indemnification sought by any Equityholder Indemnified Party, and acting through the Shareholder Representative, in the case of indemnification sought by a Buyer Indemnified Party) shall not extend have 30 days after the time period giving of any Claim Notice pursuant hereto to (i) agree to the amount or method of determination set forth in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given and to an indemnifying Party within the applicable time period (if any) with respect pay such amount to such Claim Indemnified Party in immediately available funds or (ii) provide such Indemnified Party with written notice that it disagrees with the amount or method of determination set forth in Section 4.4(a), such Indemnity the Claim Notice (the "Dispute Notice"). Within 15 days after the giving of any Dispute Notice, a representative of the Indemnitor and the Indemnified Party shall be effectivenegotiate in good faith to resolve the matter. In the event that the controversy is not resolved within 30 days of the giving of the Dispute Notice, the Parties shall thereupon proceed to pursue any and all available remedies at law, subject to the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the expiration of any such time period, with respect to the matter described in such Indemnity Claim Notice.10.7

Notice of Claims. If (a) A party seeking indemnification hereunder (the "Indemnified Party") shall give to the party obligated to provide indemnification to such Indemnified Party (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement or any other agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based; provided, that (i) a Claim is asserted Notice in respect of any action at law or suit in equity by or against a third Person for as to which a Party may indemnification will be sought shall be given promptly after the action or suit is commenced; and (ii) failure to give such notice shall not relieve the Indemnitor of its obligations hereunder except to the extent it shall have Indemnity Obligations under this Agreement been prejudiced by such failure. (an “Indemnity Claim”), the indemnified Person shall give the indemnifying Party written notice of the underlying Claim setting forth the particulars associated with the underlying Claim (including a copy of the written underlying Claim, if anyb) as then known by the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims Any indemnification payment hereunder with respect to which the Individual Indemnity Threshold in Section 4.4 applies, an Indemnity Claim any Loss shall be deemed an amount which is sufficient to have been made compensate the Indemnified Party for the amount of such Loss, after (subject to i) taking into account all increases in federal, state, local, foreign or other Taxes payable by the provisions Indemnified Party as a result of Section 4.4) upon the indemnified Person’s providing an initial Indemnity Claim Notice to the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shallreceipt of such payment (by reason of such payment being included in income, to the extent practicableresulting in a reduction of tax basis, give an Indemnity Claim Notice within such time as will allow the indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying Claim; provided, (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices increasing such Taxes payable by the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; Indemnified Party at any time) and (bii) netting out against any such increases in Taxes payable by the foregoing shall not extend Indemnified Party any tax benefit of the time period set forth in Section 4.4(a) (if applicable to the Claim)Loss, including, but if an Indemnity Claim Notice not limited to, any resulting business expense deduction the Indemnified Party is given entitled to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the expiration of any such time period, with respect to the matter described in such Indemnity Claim Noticeclaim on its Tax Return.

Notice of Claims. If a Claim is asserted against a Person for which a Any Buyer Indemnified Party may have Indemnity Obligations or Seller Indemnified Party seeking indemnification hereunder (the “Indemnified Party”) shall give promptly to the Party obligated to provide indemnification to such Indemnified Party under this Agreement ARTICLE 11 (an Indemnification; Remedies) (the “Indemnity ClaimIndemnifying Party”), the indemnified Person shall give the indemnifying Party written ) a notice of the underlying Claim setting forth the particulars associated with the underlying Claim (including a copy of the written underlying Claim, if any) as then known by the indemnified Person (“Indemnity Claim Notice”)) describing in reasonable detail the facts giving rise to Tarpon – Asset Purchase Agreement Strictly Confidential CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. For Indemnity Claims with HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. 35 the claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based; provided, that a Claim Notice in respect to which the Individual Indemnity Threshold in Section 4.4 applies, an Indemnity of any Third Party Claim shall be deemed to have been made given promptly after the action or suit is commenced; provided further, that any delay in complying with prompt notice requirements of this Section 11.5 (subject to Notice of Claims) will only limit the provisions of Section 4.4) upon the indemnified PersonIndemnifying Party’s providing an initial Indemnity Claim Notice to the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shall, obligation to the extent practicable, give an Indemnity Claim Notice within such time as will allow of the indemnifying Party a reasonable period in which to evaluate and timely respond prejudice caused to the underlying Claim; provided, (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent that, Indemnifying Party by such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the expiration of any such time period, with respect to the matter described in such Indemnity Claim Noticedelay.

Notice of Claims. If (a) Any Indemnitee seeking indemnification hereunder shall give a notice (a “Claim Notice”) to the party from whom indemnification is asserted against sought (either the Holder Representative (in the case of a Person for which Parent Indemnitee) or Parent (in the case of a Party may have Indemnity Obligations under this Agreement (an Seller Indemnitee), the “Indemnity ClaimIndemnifying Party”), specifying in reasonable detail the indemnified Person facts giving rise to any Indemnification Claim and shall give include in such Claim Notice (if then known) the indemnifying Party written notice amount or the method of computation of the underlying amount of such Indemnification Claim, and a reference to the provision of this Agreement or any agreement, certificate or instrument executed pursuant hereto or in connection herewith upon which such Indemnification Claim setting forth is based; provided, that a Claim Notice in respect of any action at law or suit in equity by or against a third Person as to which indemnification will be sought shall be given promptly after the particulars associated action or suit is commenced; and provided further, that failure to give such notice shall not relieve any Indemnifying Party of its obligations hereunder except to the extent it shall have been prejudiced by such failure. (b) The Indemnifying Party shall have 30 days after the giving of any Claim Notice pursuant hereto to provide such Indemnitee with notice that it disagrees with the underlying amount or method of determination set forth in the Claim Notice (including a copy of the written underlying Claim, if any) as then known by the indemnified Person (“Indemnity Claim Disagreement Notice”). For Indemnity Claims Upon the Indemnifying Party’s request, Indemnitee shall provide the Indemnifying Party with reasonable access to all books and records relating to the Indemnification Claim and to make available during normal business hours all employees or other Persons who are knowledgeable about such Indemnification Claim, in order to allow the Indemnifying Party to review the status of such Indemnification Claim and the payments that have been, or will be, made with respect thereto. If a timely Disagreement Notice is not received or to which the Individual Indemnity Threshold extent an item is not objected to in Section 4.4 appliesthe Disagreement Notice, an Indemnity the Claim Notice shall be deemed to have been made (subject to accepted and final and binding on the provisions of Section 4.4) upon parties, absent manifest error. If the indemnified Person’s providing an initial Indemnity Claim Notice to Indemnifying Party delivers a timely Disagreement Notice, the indemnifying Party stating that parties shall resolve such conflict in accordance with the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shall, to the extent practicable, give an Indemnity Claim Notice within such time as will allow the indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying Claim; provided, (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period procedures set forth in Section 4.4(a8.4(c). (c) (if applicable If the Indemnifying Party shall have provided a Disagreement Notice, the parties will attempt in good faith to agree upon the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within rights of the applicable time period (if any) respective parties with respect to each of such Claim set claims. If the parties should so agree, a memorandum setting forth in Section 4.4(a), such Indemnity Claim Notice agreement will be prepared and signed by Parent and the Holder Representative. In the event the parties shall be effective, subject fail to the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered reach an agreement within 30 days after the expiration date on which the Indemnifying Party provided a Disagreement Notice, the dispute shall resolved in accordance with the provisions of any such time period, with respect to the matter described in such Indemnity Claim NoticeArticle IX.

Notice of Claims. If a Claim is asserted against a Person for which a Party may have Indemnity Obligations under this Agreement (an a) Any Buyer Group Member or Seller Group Member (the “Indemnity ClaimIndemnified Party”), the indemnified Person ) seeking indemnification hereunder shall give to the indemnifying party obligated to provide indemnification to such Indemnified Party written (the “Indemnitor”) a notice of the underlying Claim setting forth the particulars associated with the underlying Claim (including a copy of the written underlying Claim, if any) as then known by the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims with ) describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement or any other agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based; provided that a Claim Notice in respect to which the Individual Indemnity Threshold in Section 4.4 applies, an Indemnity of any Third Party Claim shall be deemed to have been made (subject to the provisions given promptly after such Indemnified Party has become aware of Section 4.4) upon the indemnified Person’s providing an initial Indemnity Claim Notice to the indemnifying such Third Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shall, to the extent practicable, give an Indemnity Claim Notice within such time as will allow the indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying Claim; provided, (a) further, that failure to do so give such notice shall not affect an indemnified Person’s rights relieve the Indemnitor of its obligations hereunder except for, and only to the extent that, the Indemnitor shall have been prejudiced by such failure results (including prejudice to Indemnitor’s right to participate in insufficient time being available the defense or resolution of the matter giving rise to permit the indemnifying indemnification obligation hereunder). The Indemnified Party shall reasonably cooperate and assist the Indemnitor in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such matters, including, without limitation, providing during normal business hours upon reasonable advance notice and with a view toward minimizing disruption of the Indemnified Party’s business reasonable access to and copies of information, records and documents relating to such matters (provided that this Section 11.3(a) shall not require the Indemnified Party to effectively defend against make available any such records, materials or information (i) that is subject to attorney-client or other legal privilege if making available any such records, materials or information would result in a violation or waiver of such privilege, or (ii) if the Claim or otherwise materially prejudices provision thereof to the indemnifying Party’s ability Indemnitor would violate Requirements of Law) and furnishing employees to defend against assist in the Claim through the forfeiture investigation, defense and resolution of substantive rights or defenses; and such matters. (b) After the foregoing giving of any Claim Notice pursuant hereto, the amount of indemnification to which an Indemnified Party shall not extend be entitled under this Article XI shall be determined: (i) by the written agreement between the Indemnified Party and the Indemnitor; (ii) by a final judgment or decree of any court of competent jurisdiction; or (iii) by any other means to which the Indemnified Party and the Indemnitor shall agree. The judgment or decree of a court shall be deemed final when the time period set forth in Section 4.4(a) (if applicable to the Claim)for appeal, but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth , shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnified Party shall have the burden of proof in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject to establishing the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or amount of Losses suffered after the expiration of any such time period, with respect to the matter described in such Indemnity Claim Noticeby it.

Notice of Claims. If a Claim is asserted against a Person for which a (a) Any Buyer Indemnified Party may have Indemnity Obligations or Seller Indemnified Party (any such party, an “Indemnified Party”) seeking indemnification hereunder shall, prior to the expiration of the applicable survival period, give to the party or parties obligated to provide indemnification under this Agreement Article IX (an each such party, the “Indemnity ClaimIndemnitor”), a notice (each such notice, a “Claim Notice”) describing in reasonable detail the indemnified Person facts giving rise to any claims for indemnification hereunder and shall give include in such Claim Notice (if then known) the indemnifying Party written notice amount or the method of computation of the underlying amount of such claim, and a reference to the provision of this Agreement or any agreement, certificate or instrument executed pursuant hereto or in connection herewith upon which such claim is based; provided, however, that a Claim setting Notice in respect of any action at Law or suit in equity by or against a third Person as to which indemnification will be sought shall be given within ten (10) days after the action or suit is commenced or in all other cases promptly after the Indemnified Party’s discovery of any matter that may give rise to an indemnification claim hereunder; and provided further, that failure to give such notice shall not relieve the Indemnitor of its obligations hereunder except to the extent it shall have been prejudiced by such failure. (b) The Indemnitor shall agree to the amount or method of determination set forth in the particulars associated Claim Notice and to pay such amount to such Indemnified Party in immediately available funds or provide such Indemnified Party with notice that it disagrees with the underlying amount or method of determination set forth in the Claim Notice (including any such notice, a copy of the written underlying Claim, if any) as then known by the indemnified Person (“Indemnity Claim Dispute Notice”). For Indemnity Claims A representative of Indemnitor and such Indemnified Party shall use commercially reasonable efforts to negotiate in a bona fide attempt to resolve the matter. (c) The Indemnified Party shall cooperate and assist the Indemnitor in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such matters, including, (i) permitting the Indemnitor to discuss the claim with respect to which such officers, employees, consultants and representatives of the Individual Indemnity Threshold in Section 4.4 applies, an Indemnity Claim shall be deemed Indemnified Party as the Indemnitor reasonably requests; (ii) permitting the Indemnitor to have been made (subject reasonable access to the provisions personnel, properties, books, records, papers, documents, plans, drawings, electronic mail, databases and computers of Section 4.4) upon the indemnified Person’s providing an initial Indemnity Claim Notice Indemnified Party at reasonable hours to review information and documentation relative to the indemnifying properties, books, records, papers, documents, plans, drawings, electronic mail, databases and computers, contracts, commitments and other records of the Indemnified Party; (iii) notifying the Indemnitor promptly of receipt by the Indemnified Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shall, of any subpoena or other third party request for documents or interviews and testimony and providing to the extent practicable, give an Indemnity Claim Notice within such time as will allow the indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying Claim; provided, (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the expiration Indemnitor copies of any such time period, documents produced by the Indemnified Party in response to or compliance with respect to the matter described in such Indemnity Claim Notice.any subpoena or other third party request for documents; and

Notice of Claims. If (a) If, at any time on or prior to the Claims Deadline, Company Indemnified Parties shall assert a Claim is asserted against claim for indemnification pursuant to Section 12.1, such Company Indemnified Parties shall submit to Parent a Person written claim in good faith signed by an authorized officer of the Company or other Company Indemnified Parties, as applicable, stating: (i) that a Company Indemnified Party incurred or reasonably believes it may incur Damages and the reasonable estimate of the amount of any such Damages; (ii) in reasonable detail, the facts alleged as the basis for which a Party may have Indemnity Obligations under such claim and the section or sections of this Agreement alleged as the basis or bases for the claim; and (an “Indemnity Claim”)iii) if the Damages have actually been incurred, the indemnified Person shall give number of additional shares of Common Stock to which the indemnifying Party written notice of the underlying Claim setting forth the particulars associated with the underlying Claim (including a copy of the written underlying Claim, if any) as then known by the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims Stockholders are entitled with respect to such Damages, which shall be determined as provided in Section 12.6 below. If the claim is for Damages which the Individual Indemnity Threshold Company Indemnified Parties reasonably believe may be incurred or are otherwise unliquidated, the written claim of the applicable Company Indemnified Parties shall state the reasonable estimate of such Damages, in Section 4.4 applies, an Indemnity Claim which event a claim shall be deemed to have been asserted under this Article 12 in the amount of such estimated Damages, but no distribution of additional shares of Common Stock to the Stockholders pursuant to Section 12.6 below shall be made until such Damages have actually been incurred. (b) In the event that any action, suit or proceeding is brought against any Company Indemnified Party with respect to which Parent may have liability under this Section 12, the Parent shall have the right, at its cost and expense, to defend such action, suit or proceeding in the name and on behalf of the Company Indemnified Party; provided, however, that a Company Indemnified Party shall have the right to retain its own counsel, with fees and expenses paid by Parent, if representation of the Company Indemnified Party by counsel retained by Parent would be inappropriate because of actual or potential differing interests between Parent and the Company Indemnified Party. In connection with any action, suit or proceeding subject to the provisions of Section 4.4) upon the indemnified Person’s providing an initial Indemnity Claim Notice 12 hereof, Parent and each Company Indemnified Party agree to the indemnifying Party stating that the Claim underlying the Indemnity Claim could render to each other such assistance as may reasonably be expected required in order to exceed ensure proper and adequate defense of such action, suit or proceeding. Parent shall not, without the Individual Indemnity Threshold. The indemnified Person shallprior written consent of the applicable Company Indemnified Parties, to the extent practicable, give an Indemnity Claim Notice within such time as will allow the indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying Claim; provided, (a) failure to do so consent shall not affect be unreasonably withheld or delayed, settle or compromise any claim or demand if such settlement or compromise does not include an indemnified Person’s rights hereunder except for, irrevocable and only to the extent that, unconditional release of such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim Company Indemnified Parties for any liability arising out of such claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the expiration of any such time period, with respect to the matter described in such Indemnity Claim Noticedemand.

Notice of Claims. If Any GE Indemnified Party seeking indemnification under Section 12.2(a) shall provide a Claim is asserted against a Person notice to Xxxxxx in writing describing in reasonable detail the facts giving rise to any claim for which a indemnification and the amount sought to be reimbursed; provided that, such notice shall be given promptly following the assertion of any Third-Party may have Indemnity Obligations under this Agreement (an “Indemnity Claim”), the indemnified Person shall give the indemnifying Party written notice of the underlying Claim setting forth the particulars associated with the underlying Claim (including a copy of the written underlying Claim, or the commencement of any Action, in respect of which indemnity may be sought under Section 12.2(a) and such GE Indemnified Party shall provide Xxxxxx such information (if anythen known) as then known by the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims with respect thereto that Xxxxxx may reasonably request; provided that Xxxxxx shall have no Liability with respect to any claim for indemnification pursuant to Section 12.2(a) for which the Individual Indemnity Threshold in Section 4.4 applies, an Indemnity Claim shall be deemed to have been made (subject to the provisions of Section 4.4) upon the indemnified Person’s providing an initial Indemnity Claim Notice to the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shallXxxxxx did not promptly receive written notice from such GE Indemnified Party, to the extent practicableXxxxxx shall have been prejudiced thereby; and provided further, give an Indemnity Claim Notice that Xxxxxx shall have no Liability with respect to any claim for indemnification pursuant to (x) clause (iv) of Section 12.2(a) for which Xxxxxx did not receive such specific written notice from GE within thirty (30) days after the applicable Environmental Review Commencement Date, (y) clause (v) of Section 12.2(a) for which Xxxxxx did not receive such time as will allow specific written notice from GE within thirty (30) days after the indemnifying date of this Agreement or for which the Loss shall not have occurred within eighteen (18) months after the Closing Date or (z) clause (vi) of Section 12.2(a) for which Xxxxxx did not receive such specific written notice from GE within twelve (12) months after the Closing Date. No GE Indemnified Party a reasonable period in shall admit any Liability with respect to, or settle, compromise or discharge, any such matter covered by this Section 12.2 without Xxxxxx’x prior written consent (which to evaluate and timely respond shall not be unreasonably withheld or delayed). Subject to the underlying Claimimmediately preceding sentence, the GE Indemnified Party shall have the right, with the consent of Xxxxxx (which shall not be unreasonably withheld or delayed), to settle all indemnifiable matters related to Third-Party Claims which are susceptible to being settled, and to defend (without the consent of Xxxxxx) through counsel of its own choosing any Action which may be brought by a third Person in connection therewith; provided, (a) failure however, that Xxxxxx shall have the right to do so have its counsel participate fully in such defense at its own expense. GE and Xxxxxx shall not affect an indemnified Person’s rights hereunder except for, keep each other reasonably informed of all settlement negotiations with third Persons regarding the provisions hereof and only to of the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the expiration progress of any such time period, litigation with respect third Persons regarding the provisions hereof. GE and Xxxxxx shall permit each other reasonable access to the books and records and otherwise cooperate with all reasonable requests of each other in connection with any indemnifiable matter described in such Indemnity Claim Noticeresulting from a claim by a third Person.

Notice of Claims. If Any Buyer Group Member or Seller ---------------- Group Member seeking indemnification hereunder (the "Indemnified Party") shall ----------------- give promptly after discovery by such Indemnified Party of any event or circumstance giving rise to a claim for indemnification hereunder) to the party obligated to provide indemnification to such Indemnified Party (the "Indemnitor") a notice (a "Claim is asserted against a Person Notice") describing in reasonable detail the ---------- ------------ materials facts then known to such Indemnified Party that gave rise to the claim for which a Party may have Indemnity Obligations under this Agreement indemnification and shall include in such Claim Notice (an “Indemnity Claim”), if then known) the indemnified Person shall give amount or the indemnifying Party written notice method of computation of the underlying Claim setting forth amount of such claim; provided, -------- however, that the particulars associated with the underlying Claim (including a copy of the written underlying Claim, if any) as then known by the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims with respect to which the Individual Indemnity Threshold in Section 4.4 applies, an Indemnity Claim shall be Sellers are deemed to have been made provided notice of an ------- indemnification claim by the Buyer in connection with the FTC Investigation, [the Xxxxxx earn-out] and the pending or threatened lawsuits, proceedings or investigations identified on Schedule 5.13. Notwithstanding the foregoing, it --------------- is understood and agreed that (subject a) any failure by the Indemnified Party to the provisions of Section 4.4) upon the indemnified Person’s providing an initial Indemnity Claim Notice provide any notice to the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected any Indemnitor shall not affect such Indemnified Party's right to exceed the Individual Indemnity Threshold. The indemnified Person shallindemnification hereunder, except to the extent practicable, give an Indemnity Claim Notice within such time as will allow the indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying Claim; provided, (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent that, such failure results in insufficient time being available to permit materially impairs the indemnifying Party to effectively defend against ability of the Claim or otherwise materially prejudices the indemnifying Party’s ability Indemnitor to defend against the Claim through the forfeiture of substantive rights or defenses; claim made by such Indemnified Party and (b) the foregoing shall not extend subject to the time period limitations set forth in Section 4.4(a------- 11.1(b) (if applicable to the Claimand 11.2(b), but if an Indemnity Claim Notice is given no Indemnified Party shall be required to an indemnifying Party within give notice to ------- ------- the applicable time period Indemnitor of (if anyi) with respect any Violation of Law by the Company, any of its Subsidiaries or any of their respective predecessors other than any claim involving the violation of a criminal law or (ii) claims pursuant to such Claim set forth in clause (vi) of Section 4.4(a11.1(a), such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the expiration of any until such time period, with as such Indemnified Party elects to assert a --------------- claim against the Sellers in respect of such Violation of Law or pursuant to the matter described in such Indemnity Claim Notice.clause (vi) of Section 11.1(a). ---------------

Notice of Claims. If a Claim is asserted against a Person for which a (a) An Indemnified Party may have Indemnity Obligations under this Agreement (an “Indemnity Claim”), the indemnified Person shall give the indemnifying Party written Purchasers or the Sellers (as the case may be) (the "INDEMNIFYING PARTY") 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) days of such determination. The notice shall state the underlying Claim setting forth the particulars associated with the underlying Claim (including a copy amount of the written underlying ClaimLoss, if any) as then known by known, and the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims with respect to which the Individual Indemnity Threshold in Section 4.4 applies, an Indemnity Claim method of its calculation and shall be deemed to have been made (subject contain a reference to the provisions of Section 4.4this Agreement in respect of which such right of indemnification is claimed or arises. (b) upon If an Indemnified Party receives written notice of any third party claim or potential claim ("THIRD PARTY Claim") against it which is or may be the indemnified Person’s providing an initial subject of a claim by it under the Purchaser Indemnity Claim Notice or the Seller Indemnity (as the case may be), the obligations and liabilities of the Indemnifying Party under this Clause 9 shall be subject to the indemnifying following terms and conditions:- (i) the Indemnified Party stating shall give written notice thereof to the Indemnifying Party within thirty (30) days of receipt of such notice provided that failure to give such notice shall not release the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shall, Indemnifying Party from any of its obligations under this Clause 9 except to the extent practicablesuch Indemnifying Party has been released from any other obligation or liability that it may have to an Indemnified Party otherwise than under this Clause 9; (ii) the Indemnifying Party shall be entitled to assume and control the defence of such Third Party Claim and take such further action to contest, give an Indemnity Claim Notice within resist or appeal the validity, applicability and amount of such time as will allow claim in appropriate administrative or judicial proceedings either:- (A) in the indemnifying name of the Indemnified Party a (provided the Indemnifying Party shall indemnify and secure the Indemnified Party to its reasonable period satisfaction against all losses costs damages and expenses which may be incurred thereby), or (B) in which to evaluate its own name, in either case, at its own expense and timely respond to the underlying Claim; provided, (a) failure through retaining legal advisers of its choice provided that it gives notice of its intention to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Indemnified Party within five (5) days of receipt of the applicable time period (if any) with respect to notice of such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the expiration of any such time period, with respect to the matter described in such Indemnity Claim Notice.Third

Notice of Claims. If a Claim is asserted against a Person for which a Party may have Indemnity Obligations Any party seeking indemnification under this Agreement Article 10 (an “Indemnity ClaimIndemnified Party”)) shall, notify the indemnified Person shall give party from whom indemnification is being sought (an “Indemnifying Party”) in writing within ten (10) days after the indemnifying Party written receipt of notice of the underlying Claim setting forth commencement of any Action against such Indemnified Party in respect of which indemnity may be sought from the particulars associated with Indemnifying Party under this Article 10. The omission of any Indemnified Party to so notify the underlying Claim (including a copy Indemnifying Party of any such Action shall not relieve the written underlying Claim, if any) as then known by the indemnified Person (“Indemnity Claim Notice”)Indemnifying Party from any liability which it may have to such Indemnified Party under this Article 10 or otherwise. For Indemnity Claims with respect to which the Individual Indemnity Threshold in Section 4.4 applies, an Indemnity Claim In case any such Action shall be deemed brought against any Indemnified Party, the Indemnifying Party shall be entitled to have been made (subject assume the defense thereof at its own expense, with counsel satisfactory to the provisions of Section 4.4) upon the indemnified Person’s providing an initial Indemnity Claim Notice to the indemnifying such Indemnified Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shall, to the extent practicable, give an Indemnity Claim Notice within such time as will allow the indemnifying Party a in its reasonable period in which to evaluate and timely respond to the underlying Claimjudgment; provided, (a) failure however, that any Indemnified Party may, at its own expense, retain separate counsel to do so participate in such defense. Notwithstanding the foregoing, in any Action in which both the Indemnifying Party, on the one hand, and an Indemnified Party, on the other hand, are, or are reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel at the Indemnifying Party’s expense and to control its own defense of such Action if, in the reasonable opinion of counsel to such Indemnified Party, a conflict or potential conflict exists between the Indemnifying Party, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that the Indemnifying Party shall not affect an indemnified Person’s rights hereunder except for, and only to be liable for the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable), as to costs fees and expenses incurred or suffered after the expiration of any such time period, with respect more than one counsel to the matter described in such Indemnity Claim Noticeall Indemnified Parties.

Notice of Claims. If (a) If, at any time on or prior to the Claims Deadline, any of the Company Indemnified Parties or Parent or Parent officer or director, as the case may be, shall assert a Claim is asserted against claim for indemnification pursuant to Section 8.01 or 8.02, as the case may be, such claimant shall submit to the indemnifying party a Person written claim in good faith signed by an authorized officer of the claimant or other indemnified party, as applicable, stating (i) that a claimant incurred or reasonably believes it may incur Damages and the reasonable estimate of the amount of any such Damages; (ii) in reasonable detail, the facts alleged as the basis for which a Party may have Indemnity Obligations under such claim and the section or sections of this Agreement alleged as the basis or bases for the claim; and (an “Indemnity Claim”)iii) if the Damages have actually been incurred by a claimant, the indemnified Person shall give number of additional shares of Parent Common Stock to which the indemnifying Party written notice of the underlying Claim setting forth the particulars associated with the underlying Claim (including a copy of the written underlying Claim, if any) as then known by the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims Company Indemnified Parties are entitled to with respect to such Damages, which shall be determined as provided in Section 8.07 of this Agreement. If the claim is for Damages which the Individual Indemnity Threshold claimant reasonably believes may be incurred or are otherwise un-liquidated, the written claim of the applicable claimant shall state the reasonable estimate of such Damages, in Section 4.4 applies, an Indemnity Claim which event a claim shall be deemed to have been made (subject asserted under this Article VIII in the amount of such estimated Damages, but no distribution of additional shares of Parent Common Stock to the provisions of Stockholders pursuant to Section 4.48.07 below shall be made until such Damages have actually been incurred. (b) upon In the indemnified Person’s providing an initial Indemnity Claim Notice event that any action, suit or proceeding is brought against any Company Indemnified Party with respect to which Parent may have liability under this Article VIII, Parent shall have the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shallright, at its cost and expense, to defend such action, suit or proceeding in the extent practicable, give an Indemnity Claim Notice within such time as will allow name and on behalf of the indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying ClaimCompany Indemnified Party; provided, (a) failure however, that a Company Indemnified Party shall have the right to do so retain its own counsel, with fees and expenses paid by Parent, if representation of the Company Indemnified Party by counsel retained by Parent would be inappropriate because of actual or potential differing interests between Parent and the Company Indemnified Party. In connection with any action, suit or proceeding subject to Article VIII, Parent and each Company Indemnified Party agree to render to each other such assistance as may reasonably be required in order to ensure proper and adequate defense of such action, suit or proceeding. Parent shall not, without the prior written consent of the applicable Company Indemnified Party, which consent shall not affect be unreasonably withheld or delayed, settle or compromise any claim or demand if such settlement or compromise does not include an indemnified Person’s rights hereunder except for, irrevocable and only to unconditional release of such Company Indemnified Party for any liability arising out of such claim or demand. The same provisions shall appropriately apply in the extent that, such failure results in insufficient time being available to permit case where the indemnifying Party to effectively defend Parent or a director or officer of the Parent makes a claim for indemnification against the Claim or otherwise materially prejudices the indemnifying Party’s ability Company pursuant to defend against the Claim through the forfeiture Section 8.02 of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the expiration of any such time period, with respect to the matter described in such Indemnity Claim Noticethis Agreement.

Notice of Claims. (a) If any of the Persons to be indemnified ---------------- under this Article VIII (the "Indemnified Party") has suffered or incurred any ----------------- Loss, the Indemnified Party shall so notify the party from whom indemnification is sought (the "Indemnifying Party") promptly in writing describing such Loss, ------------------ the amount or estimated amount thereof, if known or reasonably capable of estimation, and the method of computation of such Loss, all with reasonable particularity and containing a Claim reference to the provisions of this Agreement or any other agreement, instrument or certificate delivered pursuant hereto in respect of which such Loss shall have occurred. If any action at Law or suit in equity is asserted instituted by or against a Person for which a Party may have Indemnity Obligations under this Agreement (an “Indemnity Claim”), the indemnified Person shall give the indemnifying Party written notice of the underlying Claim setting forth the particulars associated with the underlying Claim (including a copy of the written underlying Claim, if any) as then known by the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims third party with respect to which the Individual Indemnity Threshold Indemnified Party intends to claim any Liability as a Loss under this Article VIII, the Indemnified Party shall promptly notify the Indemnifying Party of such action or suit and tender to the Indemnifying Party the defense of such action or suit. A failure by the Indemnified Party to give notice and to tender the defense of the action or suit in a timely manner pursuant to this Section 4.4 applies8.3 shall not limit the obligation of the Indemnifying Party under this Article VIII, except (i) to the extent such Indemnifying Party is prejudiced thereby, (ii) to the extent expenses are incurred during the period in which notice was not provided, and (iii) as provided by Section 8.5. (b) Except when a notice, report or other filing must be filed immediately pursuant to Environmental Laws, Purchaser will provide notice and an Indemnity Claim shall opportunity to comment to Pfizer before Purchaser files any Required Governmental Report or any other report, notification or filing with any Governmental Authority or third party in connection with an event that would be deemed reasonably likely to have been made (result in a Loss subject to the indemnification provisions of Section 4.4) upon this Article. In the indemnified Person’s providing an initial Indemnity Claim Notice event Purchaser is required to file a Required Governmental Report or any other report, notification or filing immediately, Purchaser will provide simultaneous notice to Pfizer when it files the indemnifying Party stating that report with the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shall, to the extent practicable, give an Indemnity Claim Notice within such time as will allow the indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying Claim; provided, (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the expiration of any such time period, with respect to the matter described in such Indemnity Claim NoticeGovernmental Authority.

Notice of Claims. If The party seeking indemnification (the "claiming party") shall promptly cause notice of any claim hereunder (including without limitation items that would be claims if they were not below the Threshold Amount) to be delivered to the other party (the "non-claiming party"). The non-claiming party and its counsel shall have the right at any time, at its sole expense, to defend, negotiate or settle the claim (provided that the claiming party and its counsel may participate at their sole cost and expense). Any notice of a Claim is claim shall state with reasonable specificity the representation, warranty, covenant or agreement allegedly breached, the alleged basis for the claim, and the amount of liability asserted against a Person for which a Party may have Indemnity Obligations under the other party by reason of the claim (if such amount can be reasonably estimated). If such notice and opportunity are not given, or if any claim is compromised or settled without notice to and consent of the non-claiming party, no liability shall be imposed on the non-claiming party by reason of such claim. Notwithstanding anything contained in this Agreement (an “Indemnity Claim”)Section 8.4 to the contrary, the indemnified Person claiming party may retain control over the defense of any claim hereunder if such claim is necessary to (i) prevent its assets from being seized, attached or otherwise encumbered as a result of such third party action and (ii) respond to and control any action requiring immediate response, such as prayers for injunctive and other emergency relief, provided such control shall give continue only so long as necessary under (i) and (ii) above. The parties shall cooperate at all times in reasonable requests for documents, testimony and other forms of assistance in connection with any claim pursuant to this Section 8.4. The indemnification procedures set forth in this Section 8.4 shall apply to all indemnification rights and obligations set forth in this Agreement, whether set forth in this Article 8 or otherwise. If the indemnifying Party claim does not arise from the claim or demand of a third party, the non-claiming party shall have thirty (30) business days after the receipt of the written notice of such claim to object to the underlying Claim setting forth claim by giving written notice to the particulars associated with claiming party specifying the underlying Claim (including a copy reasons for such objection or objections. If the non-claiming party does not so object to the claim, the total amount of the written underlying Claim, if any) as then known claim shall be promptly be paid by the indemnified Person (“Indemnity Claim Notice”)non-claiming party. For Indemnity Claims with respect to which If the Individual Indemnity Threshold in Section 4.4 applies, an Indemnity Claim shall be deemed to have been made (subject non-claiming party objects to the provisions of Section 4.4) upon claim and the indemnified Person’s providing an initial Indemnity Claim Notice parties are unable to settle any such dispute, then the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shall, to the extent practicable, give an Indemnity Claim Notice within such time as will allow the indemnifying Party a reasonable period parties shall have all rights and remedies at law or in which to evaluate and timely respond to the underlying Claim; provided, (a) failure to do so shall not affect an indemnified Person’s rights hereunder except forequity, and only either the claiming party or non-claiming party may commence an action or proceeding to the extent that, resolve such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the expiration of any such time period, with respect to the matter described in such Indemnity Claim Noticedispute.

Notice of Claims. If either a Claim is asserted against Buyer Indemnified Party, on the one hand, or a Person for which a Seller Indemnified Party, on the other hand (such Buyer Indemnified Party may have Indemnity Obligations under this Agreement (on the one hand and such Seller Indemnified Party on the other hand being hereinafter referred to as an “Indemnity Claim”Indemnified Party”), has suffered or incurred any Losses for which indemnification may be sought under this Article 8, the indemnified Person Indemnified Party shall give so notify the indemnifying Party written notice of other party from whom indemnification is sought under this Article 8 (the underlying Claim setting forth “Indemnifying Party”) promptly in writing describing such Loss, the particulars associated with the underlying Claim (including a copy of the written underlying Claimamount or estimated amount thereof, if any) as then known or reasonably capable of estimation, and the method of computation of such Loss, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such Loss shall have occurred. If any claim, action, suit or proceeding is asserted or instituted by the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims or against a third party with respect to which an Indemnified Party intends to claim any Loss under this Section 8.2, such Indemnified Party shall promptly notify the Individual Indemnity Threshold in Section 4.4 appliesIndemnifying Party of such claim, an Indemnity Claim shall be deemed to have been made (subject action, suit or proceeding and tender to the provisions Indemnifying Party the defense of such claim, action, suit or proceeding. A failure by an Indemnified Party to give notice and to tender the defense of such claim, action, suit or proceeding in a timely manner pursuant to this Section 4.4) upon 8.2 shall not limit the indemnified Person’s providing an initial Indemnity Claim Notice to obligation of the indemnifying Indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shallunder this Article 8, except to the extent practicable, give an Indemnity Claim Notice within such time as will allow the indemnifying Indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying Claim; provided, (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the expiration of any such time period, with respect to the matter described in such Indemnity Claim Noticeactually prejudiced thereby.

Notice of Claims. If a Claim is asserted against a Person for which a Party may have Indemnity Obligations Promptly after the receipt by Parent of notice or discovery of any claim, damage, or legal action or proceeding or other amount that Parent believes gives rise to indemnification rights capable of being claimed from the General Escrow Amount under this Article VIII of the Merger Agreement (an a “Indemnity Claim”), the indemnified Person shall Parent will give the indemnifying Party Shareholders’ Representative written notice of the underlying such Claim setting forth the particulars associated with the underlying Claim (including and will promptly provide a copy of such notice to the written underlying Escrow Agent. Each notice of a Claim by Parent (each, a “Notice of Claim”) will be in writing and will state that Parent believes in good faith that it is entitled to indemnification under Article VIII of the Merger Agreement, and will include the estimated amount of Damages being claimed from the General Escrow Amount (including an amount reasonably estimated by Parent for Parent’s Indemnification Expenses (as defined below), and a reasonable estimate that assumes Parent will receive a Prevailing Party Award if any) as then known by the indemnified Person (“Indemnity a Claim Notice”). For Indemnity Claims with respect to which the Individual Indemnity Threshold in Section 4.4 applies, an Indemnity Claim shall be deemed to have been made (is subject to the provisions arbitration) and a summary of Section 4.4) upon the indemnified Person’s providing an initial Indemnity Claim Notice to the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shallknown, to the extent practicable, give an Indemnity Claim Notice within such time as will allow the indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying Claim; provided, (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) relevant facts with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall and must be effective, subject to delivered on or before that date which is 180 days from the other limitations in Section 4.4 (if applicable)Closing under the Merger Agreement, as to costs which date Parent shall notify the Escrow Agent not less than ten (10) business days prior thereto (the “Release Date”); provided, however, that any estimated Damages included in a Notice of Claim will be updated to reflect final computations relating to, or final resolution of, such Claim before any release of such amounts from the General Escrow Amount. For purposes of this General Escrow Agreement, “Parent’s Indemnification Expenses” will include attorneys’ fees and other out-of-pocket expenses incurred or suffered after of Parent to which it is entitled to indemnification under Article VIII of the expiration of any such time period, with respect to the matter described in such Indemnity Claim NoticeMerger Agreement.

Notice of Claims. (a) If any of the Persons to be indemnified under this Article VIII (the “Indemnified Party”) has suffered or incurred any Loss, the Indemnified Party shall so notify the party from whom indemnification is sought (the “Indemnifying Party”) promptly in writing describing such Loss, the amount or estimated amount thereof, if known or reasonably capable of estimation, and the method of computation of such Loss, all with reasonable particularity and containing a Claim reference to the provisions of this Agreement or any other agreement, instrument or certificate delivered pursuant hereto in respect of which such Loss shall have occurred. If any action at Law or suit in equity is asserted instituted by or against a Person for which a Party may have Indemnity Obligations under this Agreement (an “Indemnity Claim”), the indemnified Person shall give the indemnifying Party written notice of the underlying Claim setting forth the particulars associated with the underlying Claim (including a copy of the written underlying Claim, if any) as then known by the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims third party with respect to which the Individual Indemnity Threshold Indemnified Party intends to claim any Liability as a Loss under this Article VIII, the Indemnified Party shall promptly notify the Indemnifying Party of such action or suit and tender to the Indemnifying Party the defense of such action or suit. A failure by the Indemnified Party to give notice and to tender the defense of the action or suit in a timely manner pursuant to this Section 4.4 applies8.3 shall not limit the obligation of the Indemnifying Party under this Article VIII, except (i) to the extent such Indemnifying Party is prejudiced thereby, (ii) to the extent expenses are incurred during the period in which notice was not provided, and (iii) as provided by Section 8.5. (b) Except when a notice, report or other filing must be filed immediately pursuant to Environmental Laws, Purchaser will provide notice and an Indemnity Claim shall opportunity to comment to Pfizer before Purchaser files any Required Governmental Report or any other report, notification or filing with any Governmental Authority or third party in connection with an event that would be deemed reasonably likely to have been made (result in a Loss subject to the indemnification provisions of Section 4.4) upon this Article. In the indemnified Person’s providing an initial Indemnity Claim Notice event Purchaser is required to file a Required Governmental Report or any other report, notification or filing immediately, Purchaser will provide simultaneous notice to Pfizer when it files the indemnifying Party stating that report with the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shall, to the extent practicable, give an Indemnity Claim Notice within such time as will allow the indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying Claim; provided, (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the expiration of any such time period, with respect to the matter described in such Indemnity Claim NoticeGovernmental Authority.

Notice of Claims. If Any party seeking indemnification under this Article 8 (the “Indemnified Party”) shall, within the relevant limitation period provided for in Section 8.1, promptly notify the party obligated to indemnify such Indemnified Party (or, in the case of a Buyer Indemnitee seeking indemnification, such Buyer Indemnitee shall promptly notify the Representative) (such notified party, the “Responsible Party”) in writing (a “Claim Notice”) describing in reasonable detail the facts giving rise to any claims for indemnification hereunder and shall include in such Claim Notice (if then known) the amount and the method of computation of the amount of such claim and a reference to the provision of this Agreement upon which such claim is based; provided that a Claim is asserted Notice in respect of any action at law or suit in equity by or against a third Person for as to which a indemnification will be sought shall be given promptly after the action or suit is commenced; provided, further, that failure to give such written notice shall not relieve the Responsible Party may of its obligations hereunder, except to the extent that the Responsible Party shall have Indemnity Obligations under this Agreement (an “Indemnity Claim”), the indemnified Person been materially prejudiced by such failure. The Indemnified Party shall give the indemnifying Responsible Party written notice reasonable access to the books, records and assets of the underlying Claim setting forth Indemnified Party (and, in the particulars associated with case the underlying Claim (including Indemnified Party is a copy Buyer Indemnitee, of the written underlying ClaimCompany and its Subsidiaries) which evidence or support such claim or the act, if any) as then known by omission or occurrence giving rise to such claim and the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims with respect to which the Individual Indemnity Threshold in Section 4.4 appliesright, an Indemnity Claim shall be deemed to have been made (subject to the provisions of Section 4.4) upon the indemnified Person’s providing an initial Indemnity Claim Notice to the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shallreasonable prior notice during normal business hours, to interview any appropriate personnel of the extent practicable, give an Indemnity Claim Notice within such time as will allow Indemnified Party (or the indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying Claim; provided, (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim Company or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable)its Subsidiaries, as to costs and expenses incurred or suffered after the expiration of any such time period, with respect to the matter described in such Indemnity Claim Noticeapplicable) related thereto.

Notice of Claims. 10.3.1 If any Parent Group Member (with respect to Section 10.1) or any Stockholder Group Member (with respect to Section 10.2) believes that it has suffered or incurred any Loss or incurred any Expense, such Parent Group Member or Stockholder Group Member, as the case may be (the "Indemnified Person"), shall so notify the parties obligated to provide indemnification to such Indemnified Person (the "Indemnitor") (which, in the event such notice is given by a Parent Group Member, shall be given to the Stockholders' Representative) promptly in writing describing such Loss or Expense, the amount thereof, if known, and the method of computation of such Loss or Expense, all with reasonable particularity and containing a reference to the provisions of this Agreement, any certificate delivered pursuant hereto or any Parent Ancillary Agreement or Stockholder Ancillary Agreement in respect of which such Loss or Expense shall have 38 40 occurred (such written notification being sometimes hereinafter referred to as the "Claim Notice"); provided, however, that an omission by the Indemnified Person to give notice as provided herein shall not relieve the Indemnitor of its indemnification obligation under this Section 10 except (i) to the extent that such omission results in a failure of actual notice to the Indemnitor and such Indemnitor is asserted materially damaged as a result of such failure to give notice, or (ii) if the Indemnified Person fails to give notice prior to the termination of the indemnity obligation. If any Action is instituted by or against a Person for which a Party may have Indemnity Obligations under this Agreement (an “Indemnity Claim”), the indemnified Person shall give the indemnifying Party written notice of the underlying Claim setting forth the particulars associated with the underlying Claim (including a copy of the written underlying Claim, if any) as then known by the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims third party with respect to which any Indemnified Person intends to claim any liability or expense as Loss or Expense under this Section 10, such Indemnified Person shall promptly notify the Individual Indemnity Threshold Indemnitor of such Action as specified in this Section 4.4 applies, an Indemnity Claim 10.3. 10.3.2 In calculating any Loss or Expense there shall be deemed deducted (i) any insurance recovery in respect thereof (and no right of subrogation shall accrue hereunder to have been made any insurer), and (subject ii) the amount of any tax benefit to the provisions Indemnified Person (or any of Section 4.4) upon the indemnified Person’s providing an initial Indemnity Claim Notice to the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shall, to the extent practicable, give an Indemnity Claim Notice within such time as will allow the indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying Claim; provided, (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if anyits Affiliates) with respect to such Loss or Expense (after giving effect to the tax effect of receipt of the indemnification payments). 10.3.3 After the giving of any Claim set forth in Section 4.4(a)Notice, such Indemnity Claim Notice the amount of indemnification to which an Indemnified Person shall be effective, subject entitled under this Section 10 shall be determined: (i) by a written agreement between the Indemnified Person and the Indemnitor; (ii) in accordance with the final determination of a court of competent jurisdiction; or (iii) by any other means to which the other limitations in Section 4.4 (if applicable), as to costs Indemnified Person and expenses incurred or suffered after the expiration of any such time period, with respect to the matter described in such Indemnity Claim NoticeIndemnitor shall agree.

Notice of Claims. If (a) Any Indemnified Party shall, within the period provided for in Section 10.1, give the Indemnifying Party a written notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to the claim for indemnification hereunder for Damages that is asserted against the subject of the Claim Notice. The Claim Notice shall include (if and to the extent then known) the amount and the method of computation of the amount of the Damages, a Person for reference to the provision of this Agreement upon which a Party may have Indemnity Obligations such claim is based and all material documentation relevant to the claim (to the extent not previously provided under this Agreement (an “Indemnity Claim”Section 10.5). A Claim Notice shall be given promptly following the claimant’s determination that facts or events have occurred giving rise to a claim for indemnification hereunder; provided, however, the indemnified Person shall failure to give the indemnifying Party such written notice shall not relieve any Indemnitor of its obligations hereunder, except to the underlying extent it shall have been prejudiced by such failure or is delivered after the periods provided for in Section 10.1. (b) An Indemnitor (acting through the Securityholders’ Agent, in the case of indemnification sought by a Parent Indemnitee) shall have 30 days after the giving of any proper Claim setting Notice pursuant hereto to (i) agree to the amount or method of determination set forth in the particulars associated Claim Notice and to pay or cause to be paid such amount to such Indemnified Party in immediately available funds or (ii) provide such Indemnified Party with written notice that it disagrees with the underlying existence of a claim of indemnification hereunder or the amount or method of determination for Damages set forth in the Claim Notice (including a copy of the written underlying Claim, if any) as then known by the indemnified Person (“Indemnity Claim Dispute Notice”). For Indemnity Claims with respect a period of 30 days after the giving of any Dispute Notice, a representative of the Indemnitor and the Indemnified Party shall negotiate in good faith to which resolve the Individual Indemnity Threshold in Section 4.4 appliesmatter. In the event that the controversy is not resolved within 30 days after the date the Dispute Notice is given, an Indemnity Claim shall be deemed the parties hereto may thereupon proceed to have been made (pursue any and all available remedies but subject to the provisions of Section 4.4) upon the indemnified Person’s providing an initial Indemnity Claim Notice to the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shall, to the extent practicable, give an Indemnity Claim Notice within such time as will allow the indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying Claim; provided, (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period limitations set forth in Section 4.4(a) (if applicable this Article 10. If the Indemnitor agrees to the ClaimClaim Notice pursuant to the immediately preceding clause (i), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice parties hereto shall be effective, subject to the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the expiration of any such time period, negotiate a settlement with respect to the matter described matters set forth in such Indemnity the Claim Notice, or if the Indemnitor fails to provide a timely Dispute Notice pursuant to the immediately preceding clause (ii), then within three Business Days thereof the Indemnified Party shall be entitled to the amount set forth in the Claim Notice and the Securityholders’ Agent and Parent shall direct the Escrow Agent to remit funds (up to the maximum amount contained in the Indemnification Escrow Fund) from the Indemnification Escrow Fund to such Indemnified Party in accordance with this Article 10 and the Escrow Agreement. (c) The provisions of this Section 10.5 shall not apply in the case of a Claim Notice provided in connection with a claim by a third Person made against an Indemnified Party, which claims shall be governed by Section 10.6.

Notice of Claims. If (a) Any Parent Group Member or Securityholder Group Member, as the case may be (the “Indemnified Party”) seeking indemnification hereunder shall, within thirty (30) days after the Indemnified Party has actual knowledge of any claim that it has under this Article VIII, give to the party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) written notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to such claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement or any other agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based; provided that a Claim is asserted Notice in respect of any pending or threatened action at law or suit in equity by or against a third Person for as to which indemnification will be sought (each such action or suit being a “Third Person Claim”) shall be given promptly after any action or suit is commenced; provided further that failure to give such notice shall not relieve the Indemnitor of its obligations hereunder except to the extent it shall have been prejudiced by such failure. (b) After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which an Indemnified Party may have Indemnity Obligations shall be entitled under this Agreement Article VIII shall be determined (an “Indemnity Claim”), the indemnified Person shall give the indemnifying Party written notice of the underlying Claim setting forth the particulars associated with the underlying Claim (including a copy of i) by the written underlying Claimagreement between the Indemnified Party and the Indemnitor (provided that if any Indemnified Party or any Indemnitor is a Securityholder Group Member, such written agreement shall be executed by the Securityholder Representative on behalf of such Indemnified Party or Indemnitor); (ii) pursuant to Section 9.19 and, if necessary, Section 9.20; or (iii) by any other means to which the Indemnified Party and the Indemnitor shall agree (provided that if any Indemnified Party or any Indemnitor is a Securityholder Group Member, such written agreement shall be executed by the Securityholder Representative on behalf of such Indemnified Party or Indemnitor). The judgment or decree of a court shall be deemed final when the time for appeal, if any) as then known by the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims with respect to which the Individual Indemnity Threshold in Section 4.4 applies, an Indemnity Claim shall be deemed to have expired and no appeal shall have been made (subject to the provisions of Section 4.4) upon the indemnified Person’s providing an initial Indemnity Claim Notice to the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shall, to the extent practicable, give an Indemnity Claim Notice within such time as will allow the indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying Claim; provided, (a) failure to do so taken or when all appeals taken shall not affect an indemnified Person’s rights hereunder except for, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the expiration of any such time period, with respect to the matter described in such Indemnity Claim Noticehave been finally determined.

Notice of Claims. If (a) Any Buyer Group Member or Seller Group Member seeking indemnification hereunder (the "Indemnified Party") shall give promptly to the party obligated to provide indemnification to such Indemnified Party (the "Indemnitor") a written notice (a "Claim Notice") describing in reasonable detail the facts giving rise to the claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement or any other agreement, document or instrument executed hereunder or in connection herewith upon which such claim is asserted against a Person for which a based; provided, however, that the failure of any Indemnified Party may have Indemnity Obligations to give the Claim Notice as required by this Section 9.3(a) shall not affect such Indemnified Party's rights under this Agreement (an “Indemnity Claim”Section 9 except if such failure resulted in a claim being made after the time periods provided for in Sections 9.1(b) and 9.2(b), if applicable, or to the indemnified Person shall give extent such failure is actually prejudicial to the indemnifying Party written notice rights and obligations of the underlying Claim setting forth the particulars associated Indemnitor. (b) In calculating any Indemnifiable Damages there shall be deducted (i) any insurance benefits and proceeds actually collected (collectively, "Insurance Benefits") in respect thereof (and no right of subrogation shall accrue hereunder to any insurer) with the underlying Claim an offset for any demonstrable premium increase; (including a copy of the written underlying Claimii) any indemnification, if any) as then known contribution or other similar payment actually recovered by the indemnified Person Indemnified Party from any third party with respect thereto; and (“Indemnity Claim Notice”)iii) any Tax benefit or refund actually received or enjoyed by, the applicable Indemnified Party as a result of such Indemnifiable Damages net of any Tax cost to be borne by the Indemnified Party as a result of such indemnification payment. For Indemnity Claims Any such amounts or benefits received by an Indemnified Party with respect to which the Individual Indemnity Threshold in Section 4.4 applies, any indemnity claim after it has received an Indemnity Claim indemnity payment hereunder shall be deemed to have been made (subject promptly paid over to the provisions Indemnitor, but not in excess of Section 4.4) upon the indemnified Person’s providing an initial Indemnity Claim Notice amount paid by the Indemnitor to the indemnifying Indemnified Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shall, to the extent practicable, give an Indemnity Claim Notice within such time as will allow the indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying Claim; provided, (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity claim. (c) After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which an Indemnified Party shall be effectiveentitled under this Section 9 shall be determined: (i) by the written agreement between the Indemnified Party and the Indemnitor; (ii) by a final judgment or decree of any court of competent jurisdiction; or (iii) by any other means to which the Indemnified Party and the Indemnitor shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, subject if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnified Party shall have the burden of proof in establishing the amount of Indemnifiable Damages suffered by it. All amounts due to the other limitations in Section 4.4 Indemnified Party as so finally determined shall be paid by wire transfer within five (if applicable), as to costs and expenses incurred or suffered 5) Business Days after the expiration of any such time period, with respect to the matter described in such Indemnity Claim Noticefinal determination.

Notice of Claims. (a) If either a Claim is asserted against Buyer Indemnified Party, on the one hand, or a Person for which a Seller Indemnified Party, on the other hand (such Buyer Indemnified Party may have Indemnity Obligations under this Agreement (on the one hand and such Seller Indemnified Party on the other hand being hereinafter referred to as an “Indemnity Claim”Indemnified Party”), has suffered or incurred any Losses for which indemnification may be sought under this Article 7, the indemnified Person Indemnified Party shall give so notify the indemnifying Party written notice of other party from whom indemnification is sought under this Article 7 (the underlying Claim setting forth the particulars associated with the underlying Claim “Indemnifying Party”) promptly in writing (including a copy of the written underlying Claim, if any) as then known by the indemnified Person (“Indemnity Claim Notice”) describing such Loss, the amount or estimated amount thereof (in each case, the “Claim Amount”), if known or reasonably capable of estimation, and the method of computation of such Loss, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such Loss shall have occurred. For Indemnity Claims Within [***] days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall (i) agree that the Indemnified Party is entitled to receive the Claim Amount (in which case such response shall be accompanied by a payment to the Indemnified Party of the Claim Amount by the Indemnifying Party by wire transfer of immediately available funds), (ii) agree that the Indemnified Party is entitled to receive part, but not all, of the Claim Amount (the amount so agreed in (i) or (ii), the “Agreed Amount”) (in which case such response shall be accompanied by a payment to the Indemnified Party of the Agreed Amount by the Indemnifying Party by wire transfer of immediately available funds) or (iii) contest that the Indemnified Party is entitled to receive any of the Claim Amount. If such dispute is not resolved within [***] days following the delivery of the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 9.8. Failure of the Indemnifying Party to timely deliver a response as provided in this Section 7.2(a) shall not waive the Indemnifying Party’s ability to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 9.8. (b) If any claim, action, suit or proceeding is asserted or instituted by or against a Third Party with respect to which an Indemnified Party intends to claim any Loss under this Article 7, such Indemnified Party shall promptly notify the Individual Indemnity Threshold in Section 4.4 appliesIndemnifying Party of such claim, an Indemnity Claim shall be deemed to have been made (subject action, suit or proceeding and tender to the provisions Indemnifying Party the defense of such claim, action, suit or proceeding. (c) A failure by an Indemnified Party to give notice, including a Claim Notice, and to tender the defense of such claim, action, suit or proceeding in a timely manner pursuant to this Section 4.4) upon 7.2 shall not limit the indemnified Person’s providing an initial Indemnity Claim Notice to obligation of the indemnifying Indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shallunder this Article 7, except to the extent practicable, give an Indemnity Claim Notice within such time as will allow the indemnifying Indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying Claim; provided, (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the expiration of any such time period, with respect to the matter described in such Indemnity Claim Noticeactually prejudiced thereby.

Notice of Claims. If a Claim is asserted against a Person for Except in connection with third person claims, which a Party may have Indemnity Obligations under this Agreement (an “Indemnity Claim”)are covered by Section 7.5, claims related to Taxes, which are covered by Article V, and claims related to the indemnified Person shall give the indemnifying Party written notice of the underlying Claim setting forth the particulars associated with the underlying Claim (including a copy of the written underlying ClaimXxxxx Litigation, if any) as then known which are covered by the indemnified Person Joint Defense Agreement, any Acquisition Indemnified Party or Seller Indemnified Party (the “Indemnity Indemnified Party”) seeking indemnification hereunder shall, within the relevant limitation period provided for in Section 7.6 below, give to the party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a notice (a “Claim Notice”)) within 30 days after it acquires knowledge of the fact, event or circumstances giving rise to the claim for the Loss, describing in reasonable detail the facts giving rise to any claims for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based; provided, that failure to give such notice within such 30-day period shall not relieve any Indemnitor of its obligations hereunder except to the extent it shall have been prejudiced by such failure. For Indemnity Claims with respect The Indemnitors shall have a period of 30 days after receipt by the Indemnitors of such notice and such evidence to which either (i) agree to the Individual Indemnity Threshold in Section 4.4 appliespayment of the Loss to the Indemnified Party or (ii) contest the payment of the Loss. If the Indemnitors do not agree to or contest the payment of the Loss within such 30 day period, an Indemnity Claim the Indemnitors shall be deemed not to have been made (accepted the Loss and the parties shall negotiate in good faith to seek a resolution of such dispute and, if not resolved through negotiations, such dispute will be resolved in accordance with Section 9.4 of this Agreement. If the Indemnitors agree to the payment of the Loss within such 30 day period, they shall, within 10 business days after such agreement, pay to the Indemnified Party the amount of the Loss that is payable pursuant to, and subject to the provisions of Section 4.4) upon the indemnified Person’s providing an initial Indemnity Claim Notice to the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shall, to the extent practicable, give an Indemnity Claim Notice within such time as will allow the indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying Claim; provided, (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period limitations set forth in Section 4.4(a) (if applicable to the Claim)in, but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the expiration of any such time period, with respect to the matter described in such Indemnity Claim Noticethis Article 7.

Notice of Claims. If either a Claim is asserted against Buyer Indemnified Party, on the one hand, or a Person for which a Seller Indemnified Party, on the other hand (such Buyer Indemnified Party may have Indemnity Obligations under this Agreement (on the one hand and such Seller Indemnified Party on the other hand being hereinafter referred to as an “Indemnity ClaimIndemnified Party”), has suffered or incurred any Loss for which indemnification may be sought under this Article 6, the indemnified Person Indemnified Party shall give so notify the indemnifying Party written notice of other party from whom indemnification is sought under this Article 6 (the underlying Claim setting forth “Indemnifying Party”) promptly (and in any case within fourteen (14) calendar days after such party has knowledge that such Loss has been suffered or incurred by the particulars associated with Indemnified Party) in writing describing such Loss, the underlying Claim (including a copy of the written underlying Claimamount or estimated amount thereof, if anyknown or reasonably capable of estimation, and the method of computation of such Loss, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such Loss shall have occurred. If any claim, action, suit or proceeding is asserted or instituted by a Third Party (a “Third Party Claim”) as then known by the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims with respect to which an Indemnified Party intends to claim any Loss under this Article 6, such Indemnified Party shall promptly (and in any case within five (5) calendar days) notify the Individual Indemnity Threshold in Section 4.4 appliesIndemnifying Party of such claim, an Indemnity Claim shall be deemed to have been made (subject action, suit or proceeding and tender to the provisions Indemnifying Party the defense of such claim, action, suit or proceeding. A failure by an Indemnified Party to give timely notice of such claim, action, suit or proceeding in a timely manner pursuant to this Section 4.4) upon 6.2 shall not limit the indemnified Person’s providing an initial Indemnity Claim Notice to obligation of the indemnifying Indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shallunder this Article 6, except to the extent practicable, give an Indemnity Claim Notice within such time as will allow the indemnifying Indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying Claim; provided, (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the expiration of any such time period, with respect to the matter described in such Indemnity Claim Noticeactually prejudiced thereby.

Notice of Claims. If a Claim is asserted against a Person for which a Party may have Indemnity Obligations an obligation of indemnity and defense under this Article VIII or any other provision of this Agreement (an “Indemnity Claim”), the indemnified Person shall give the indemnifying Party prompt written notice of the underlying Claim setting forth the particulars associated with the underlying Claim (including a copy of the written underlying Third Party Claim, if any) as then known by the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims with respect to which the Individual Indemnity Threshold threshold limitations in Section 4.4 applies8.7 apply, an Indemnity Claim shall be deemed to have been made (subject to the other provisions of Section 4.48.7) upon the indemnified Person’s providing an initial Indemnity Claim Notice to the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected in good faith to exceed the Individual Indemnity Thresholdapplicable threshold amount. The indemnified Person shall, to the extent practicable, give an Indemnity Claim Notice within such time as will shall allow the indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying Claim; provided, however, that (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent thatof, such any incremental costs incurred by the indemnified Person with respect to the Indemnity Claim resulting from the failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defensesgive notice; and (b) the foregoing shall not extend the time period periods set forth in Section 4.4(a) 8.7 (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a)8.7, such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable)provisions of Article VIII, as to costs and expenses incurred or suffered after the expiration of any such time period, with respect to the matter generally described in such Indemnity Claim Notice; and (c), without extending the time periods set forth in Section 8.7, the indemnified Person shall not be required to provide an Indemnity Claim Notice unless and until such Person believes that the Claim underlying the Indemnity Claim could reasonably be expected in good faith to exceed the applicable threshold (if any) set forth in Section 8.7.

Notice of Claims. If (a) Any Buyer Indemnitee or Seller Indemnitee seeking indemnification hereunder (the “Indemnified Party”) shall, within the relevant limitation period provided for in Section 9.1, give to the party from whom identification is sought (the “Indemnitor”) a Claim is asserted against notice in writing (a Person for which a Party may have Indemnity Obligations under this Agreement (an “Indemnity Claim”), the indemnified Person shall give the indemnifying Party written notice of the underlying Claim setting forth the particulars associated with the underlying Claim (including a copy of the written underlying Claim, if any) as then known by the indemnified Person (“Indemnity Claim Notice”)) describing in reasonable detail any claim for indemnification hereunder and, to the extent known to the Indemnified Party, the facts giving rise to such claim for indemnification. For Indemnity Claims The Indemnified Party shall include in such Claim Notice the amount or the method of computation of the amount of such claim, and a reference to the provision(s) of this Agreement pursuant to which such claim for indemnification is made including, if applicable, the representation or warranty with respect to which such claim is being made. (b) The Buyer or Seller, as applicable, shall have thirty (30) calendar days after the Individual Indemnity Threshold receipt of any Claim Notice pursuant hereto to either (i) agree that the applicable Indemnitor has an indemnification obligation under Article IX, agree to the amount or method of determination set forth in Section 4.4 appliesthe Claim Notice and to pay such amount to such Indemnified Party in immediately available funds or (ii) provide such Indemnified Party with notice that it disagrees with the assertion that the Indemnitor has an indemnification obligation under Article IX or the amount or method of determination set forth in the Claim Notice. If the Buyer or the Seller, an Indemnity Claim as applicable, sends such a notice, then the Indemnified Party and the Buyer or the Seller, as applicable, shall be deemed attempt in good faith to have been made resolve any disputed claim within thirty (subject to 30) calendar days thereafter. (c) Notwithstanding the foregoing, the provisions of this Section 4.4) upon 9.4 shall not apply in the indemnified Person’s providing an initial Indemnity case of a Claim Notice to the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified provided in connection with a claim by a third Person shallmade against an Indemnified Party, to the extent practicable, give an Indemnity Claim Notice within such time as will allow the indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying Claim; provided, (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth in claims are governed by Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the expiration of any such time period, with respect to the matter described in such Indemnity Claim Notice9.5.

Notice of Claims. (a) If any of the Persons to be indemnified under this Article IX (the "Indemnified Party") has suffered or incurred any Loss, the Indemnified Party shall so notify the party from whom indemnification is sought (the "Indemnifying Party") promptly in writing describing such Loss, the amount or estimated amount thereof, if known or reasonably capable of estimation, and the method of computation of such Loss, all with reasonable particularity and containing a Claim reference to the provisions of this Agreement or any other agreement, instrument or certificate delivered pursuant hereto in respect of which such Loss shall have occurred. If any action at Law or suit in equity is asserted instituted by or against a Person for which a Party may have Indemnity Obligations under this Agreement (an “Indemnity Claim”), the indemnified Person shall give the indemnifying Party written notice of the underlying Claim setting forth the particulars associated with the underlying Claim (including a copy of the written underlying Claim, if any) as then known by the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims third party with respect to which the Individual Indemnity Threshold Indemnified Party intends to claim any Liability as a Loss under this Article IX, the Indemnified Party shall promptly notify the Indemnifying Party of such action or suit and tender to the Indemnifying Party the defense of such action or suit. A failure by the Indemnified Party to give notice and to tender the defense of the action or suit in a timely manner pursuant to this Section 4.4 applies9.3 shall not limit the obligation of the Indemnifying Party under this Article IX, except (i) to the extent such Indemnifying Party is prejudiced thereby, (ii) to the extent expenses are incurred during the period in which notice was not provided, and (iii) as provided by Section 9.5. (b) Each party will provide notice and an Indemnity Claim shall opportunity to comment to the other party before filing any report, notification or filing with any Governmental Authority or third party in connection with an event that would be deemed reasonably likely to have been made (result in a Loss subject to the indemnification provisions of Section 4.4) upon this Article. In the indemnified Person’s providing an initial Indemnity Claim Notice event a party is required to the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shallfile any report, to the extent practicable, give an Indemnity Claim Notice within such time as will allow the indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying Claim; provided, (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent thatnotification or filing immediately, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject party will provide simultaneous notice to the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after party when it files the expiration of any such time period, report with respect to the matter described in such Indemnity Claim NoticeGovernmental Authority.

Notice of Claims. (a) If any of the Persons to be indemnified under this Article VIII (the "Indemnified Party") has suffered or incurred any Loss, the Indemnified Party shall so notify the party from whom indemnification is sought (the "Indemnifying Party") promptly in writing describing such Loss, the amount or estimated amount thereof, if known or reasonably capable of estimation, and the method of computation of such Loss, all with reasonable particularity and containing a Claim reference to the provisions of this Agreement or any other agreement, instrument or certificate delivered pursuant hereto in respect of which such Loss shall have occurred. If any action at Law or suit in equity is asserted instituted by or against a Person for which a Party may have Indemnity Obligations under this Agreement (an “Indemnity Claim”), the indemnified Person shall give the indemnifying Party written notice of the underlying Claim setting forth the particulars associated with the underlying Claim (including a copy of the written underlying Claim, if any) as then known by the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims third party with respect to which the Individual Indemnity Threshold Indemnified Party intends to claim any liability or expense as a Loss under this Article VIII, the Indemnified Party shall promptly notify the Indemnifying Party of such action or suit and tender the Indemnified Party the defense of such action or suit. A failure to give notice and to tender the defense of the action or suit in a timely manner pursuant to this Section 4.4 applies8.3 shall not limit the obligation of the Indemnifying Party under this Article VIII, except (i) to the extent such Indemnifying Party is prejudiced thereby, (ii) to the extent expenses are incurred during the period in which notice was not provided, and (iii) as provided by Section 8.5 below. (b) Except when a notice, report or other filing must be filed immediately pursuant to Environmental Laws, Purchaser will provide notice and an Indemnity Claim opportunity to comment to Pfizer before Purchaser files any Required Governmental Report or any other report, notification or filing with any Governmental Authority or third party in connection with an event that would be reasonably likely to result in a Loss subject to the indemnification provisions of this Article VIII. In the event Purchaser is required to file a Required Governmental Report or any other report, notification or filing immediately, Purchaser will provide simultaneous notice to Pfizer when it files the report with the Governmental Authority. Failure to comply with this Section 8.3(b) shall be deemed only affect Pfizer's obligation under this Article VIII to the extent that Pfizer is materially prejudiced by the failure to have been made (subject to the provisions of Section 4.4) upon the indemnified Person’s providing an initial Indemnity Claim Notice to the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shall, to the extent practicable, give an Indemnity Claim Notice within such time as will allow the indemnifying Party a reasonable period in which to evaluate and provided timely respond to the underlying Claim; provided, (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the expiration of any such time period, with respect to the matter described in such Indemnity Claim Noticenotice.

Notice of Claims. If either a Claim is asserted against Buyer Indemnified Party, on the one hand, or a Person Seller Indemnified Party, on the other hand (such Buyer Indemnified Party on the one hand and such Seller Indemnified Party on the other hand being hereinafter referred to as an “Indemnified Party”), has suffered or incurred any Losses for which indemnification may be sought under this ARTICLE 8, the Indemnified Party shall so notify the other party from whom indemnification is sought under this ARTICLE 8 (the “Indemnifying Party”) promptly in writing describing such Loss, the amount or estimated amount thereof, if known or reasonably capable of estimation, and the method of computation of such Loss, all with reasonable particularity and containing a Party may have Indemnity Obligations under reference to the provisions of this Agreement (an “Indemnity Claim”)or the Bill of Sale [***]) in respect of which such Loss shall have occurred. If any claim, the indemnified Person shall give the indemnifying action, suit or proceeding is asserted or instituted by or against a Third Party written notice of the underlying Claim setting forth the particulars associated with the underlying Claim (including a copy of the written underlying Claim, if any) as then known by the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims with respect to which an Indemnified Party intends to claim any Loss under this Section 8.2, such Indemnified Party shall promptly notify the Individual Indemnity Threshold in Section 4.4 appliesIndemnifying Party of such claim, an Indemnity Claim shall be deemed to have been made (subject action, suit or proceeding and tender to the provisions Indemnifying Party the defense of such claim, action, suit or proceeding. A failure by an Indemnified Party to give notice and to tender the defense of such claim, action, suit or proceeding in a timely manner pursuant to this Section 4.4) upon 8.2 shall not limit the indemnified Person’s providing an initial Indemnity Claim Notice to obligation of the indemnifying Indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shallunder this ARTICLE 8, except to the extent practicable, give an Indemnity Claim Notice within such time as will allow the indemnifying Indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying Claim; provided, (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the expiration of any such time period, with respect to the matter described in such Indemnity Claim Noticeactually prejudiced thereby.

Notice of Claims. If Except in connection with third person claims, which are covered by Section 9.4, any Purchaser Indemnified Person or Seller Indemnified Person (the "Indemnified Person") seeking indemnification hereunder shall, within the relevant limitation period provided for in Section 9.5 below, give to the party obligated to provide indemnification to such Indemnified Person (the "Indemnitor") a notice (a "Claim is asserted against Notice") within 30 days after it acquires knowledge of the fact, event or circumstances giving rise to the claim for the Loss, describing in reasonable detail the facts giving rise to any claims for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such claim, and a Person for which a Party may have Indemnity Obligations under reference to the provision of this Agreement upon which such claim is based; provided, that failure to give such notice within such 30-day period shall not relieve any Indemnitor of its obligations hereunder except to the extent it shall have been prejudiced by such failure. The Indemnitor shall have a period of 30 days after its receipt of such notice and such evidence to either (an “Indemnity Claim”)i) agree to the payment of the Loss to the Indemnified Person or (ii) contest the payment of the Loss. If the Indemnitor does not agree to or contest the payment of the Loss within such 30 day period, the indemnified Person shall give the indemnifying Party written notice of the underlying Claim setting forth the particulars associated with the underlying Claim (including a copy of the written underlying Claim, if any) as then known by the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims with respect to which the Individual Indemnity Threshold in Section 4.4 applies, an Indemnity Claim Indemnitor shall be deemed not to have been made (accepted the Loss and the parties shall negotiate in good faith to seek a resolution of such dispute and, if not resolved through negotiations, such dispute will be resolved in accordance with Section 10.4 of this Agreement. If the Indemnitor agrees to the payment of the Loss within such 30 day period, it shall, within 10 business days after such agreement, pay to the Indemnified Person the amount of the Loss that is payable pursuant to, and subject to the provisions of Section 4.4) upon the indemnified Person’s providing an initial Indemnity Claim Notice to the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shall, to the extent practicable, give an Indemnity Claim Notice within such time as will allow the indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying Claim; provided, (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period limitations set forth in Section 4.4(a) (if applicable to the Claim)in, but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the expiration of any such time period, with respect to the matter described in such Indemnity Claim Noticethis Article IX.

Notice of Claims. Any Purchaser Indemnitee or Seller Indemnitee claiming that it has suffered or incurred any Loss for which it may be entitled to indemnification under this ARTICLE VIII (the “Indemnified Party”) shall give prompt written notice to the Party from whom indemnification is sought (the “Indemnifying Party”) of the matter, action, cause of action, claim, demand, fact or other circumstances upon which a claim for indemnification under this ARTICLE VIII (each, a “Claim”) may be based, provided, however, that the failure to give such notice shall not affect the indemnification provided hereunder unless the Party who was entitled to receive such notice has been materially prejudiced by such failure. Such notice shall contain, with respect to each Claim, such facts and information as are then reasonably available with respect to such Claim, including a description of the Losses suffered or incurred by the Indemnified Party, the amount or estimated amount of such Losses (if known or reasonably capable of estimation) and the method of computation of such Losses, and a reference to the provisions of this Agreement or any other agreement, instrument or certificate delivered pursuant hereto in respect of which such Loss shall have occurred. If a any Claim is asserted against based on any Action (in equity or at law) instituted by a Person for Third Party with respect to which a the Indemnified Party may have Indemnity Obligations intends to claim any Loss under this Agreement ARTICLE VIII (an a “Indemnity Third Party Claim”), the indemnified Person Indemnified Party shall promptly notify (the “Third Party Claim Notice”) the Indemnifying Party of such Third Party Claim and offer to tender to the Indemnifying Party the defense of such Third Party Claim. A failure by the Indemnified Party to give the indemnifying Party written notice of any Claim or to offer to tender the underlying defense of any Third Party Claim setting forth in a timely manner pursuant to this Section 8.03 shall not limit the particulars associated with the underlying Claim (including a copy obligation of the written underlying ClaimIndemnifying Party under this ARTICLE VIII, if anyexcept (a) as then known by the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims with respect to which the Individual Indemnity Threshold in Section 4.4 applies, an Indemnity Claim shall be deemed to have been made (subject to the provisions of Section 4.4) upon the indemnified Person’s providing an initial Indemnity Claim Notice to the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shall, to the extent practicable, give an Indemnity Claim Notice within such time as will allow the indemnifying Indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying Claim; provided, (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim is actually prejudiced thereby or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth as provided in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the expiration of any such time period, with respect to the matter described in such Indemnity Claim Notice8.05.

Notice of Claims. Any Purchaser Indemnitee or Seller Indemnitee claiming that it has suffered or incurred any Loss for which it may be entitled to indemnification under Section 6.05(f) or this ARTICLE VII (the “Indemnified Party”) shall give prompt written notice to the Party from whom indemnification is sought (the “Indemnifying Party”) of the matter, action, cause of action, claim, demand, fact or other circumstances upon which a claim for indemnification under Section 6.05(f) or this ARTICLE VII (each, a “Claim”) may be based. Such notice shall contain, with respect to each Claim, such facts, supporting documents and information as are then reasonably available with respect to such Claim, including, to the extent known, a description in reasonable detail of the Losses suffered or incurred by the Indemnified Party, the amount or estimated amount of such Losses (if known or reasonably capable of estimation) and the method of computation of such Losses, and a reference to the provisions of this Agreement or any other agreement, instrument or certificate delivered pursuant hereto in respect of which such Loss shall have occurred. If a any Claim is asserted against a Person for based on any action, claim, suit or proceeding (in equity or at law) instituted by an unaffiliated third party with respect to which a the Indemnified Party may have Indemnity Obligations intends to claim any Loss under this Agreement ARTICLE VII (an a “Indemnity Third Party Claim”), the indemnified Person Indemnified Party shall promptly [***] notify (the “Third Party Claim Notice”) the Indemnifying Party of such Third Party Claim and offer to tender to the Indemnifying Party the defense of such Third Party Claim. A failure by the Indemnified Party to give the indemnifying Party written notice of any Claim or to offer to tender the underlying defense of any Third Party Claim setting forth in a timely manner pursuant to this Section 7.03 shall not limit the particulars associated with the underlying Claim (including a copy obligation of the written underlying ClaimIndemnifying Party under this ARTICLE VII, if anyexcept (a) as then known by the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims with respect to which the Individual Indemnity Threshold in Section 4.4 applies, an Indemnity Claim shall be deemed to have been made (subject to the provisions of Section 4.4) upon the indemnified Person’s providing an initial Indemnity Claim Notice to the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shall, to the extent practicable, give an Indemnity Claim Notice within such time as will allow the indemnifying Indemnifying Party a reasonable period is actually prejudiced thereby (in which to evaluate and timely respond to case the underlying Claim; provided, (a) failure to do so Indemnifying Party shall not affect an indemnified Person’s rights hereunder except for, and only to the extent that, be liable for such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim increase) or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth as provided in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the expiration of any such time period, with respect to the matter described in such Indemnity Claim Notice7.05.

Notice of Claims. (a) If a Claim is asserted against a Person any of the Persons to be indemnified under this Article VII (the “Indemnified Party”) has suffered or incurred any Loss subject to indemnification under this Article VII, the Indemnified Party shall so notify the Party responsible for which a Party may have Indemnity Obligations providing indemnification therefor under this Agreement (an the “Indemnity ClaimIndemnifying Party”)) promptly in writing describing such Loss, the indemnified Person shall give basis for indemnification hereunder, the indemnifying Party written notice amount or estimated amount of the underlying Claim setting forth the particulars associated with the underlying Claim (including a copy of the written underlying Claimsuch Loss, if any) as then known or reasonably capable of estimation, and the method of computation of such Loss, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such Loss shall have occurred. If any action at law or suit in equity is instituted by the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims or against a third party with respect to which the Individual Indemnity Threshold Indemnified Party intends to seek indemnity under this Article VII, the Indemnified Party shall promptly notify the Indemnifying Party of such action or suit and tender to the Indemnifying Party the conduct or defense of such action or suit. A failure by the Indemnified Party to give notice and to tender the conduct or defense of the action or suit in a timely manner pursuant to this Section 4.4 applies7.3 shall not limit the obligation of the Indemnifying Party under this Article VII, an Indemnity Claim shall be deemed except (i) to the extent such Indemnifying Party is prejudiced thereby, (ii) to the extent expenses are incurred during the period in which notice was not provided and (iii) as provided by Section 7.5. Portions of this Exhibit, indicated by the mxxx “[***],” were omitted and have been made filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (b) Except when a notice, report or other filing must be filed immediately pursuant to applicable Law, a Purchaser shall provide notice and an opportunity to comment to Seller before such Purchaser files any report, notification or filing with any Governmental Authority or third party in connection with an event that would be reasonably likely to result in a Loss subject to the indemnification provisions of Section 4.4) upon 7.1. In the indemnified Person’s providing an initial Indemnity Claim Notice event such Purchaser is required to file a report, notification or filing immediately, such Purchaser shall provide simultaneous notice to Seller when it submits such report, notification or filing to the indemnifying Party stating that the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shall, to the extent practicable, give an Indemnity Claim Notice within such time as will allow the indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying Claim; provided, (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the expiration of any such time period, with respect to the matter described in such Indemnity Claim NoticeGovernmental Authority.

Notice of Claims. (a) If any of the Persons to be indemnified under this Article VIII (each, an “Indemnified Party”) has suffered or incurred any Loss, the Indemnified Party shall so notify the party from whom indemnification is sought (the “Indemnifying Party”) promptly in writing describing such Loss, the amount or estimated amount thereof, if known or reasonably capable of estimation, and the method of computation of such Loss, all with reasonable particularity and containing a Claim reference to the provisions of this Agreement or any other agreement, instrument or certificate delivered pursuant hereto in respect of which such Loss shall have occurred. If any action at law or suit in equity is asserted instituted by or against a Person for which a Party may have Indemnity Obligations under this Agreement (an “Indemnity Claim”), the indemnified Person shall give the indemnifying Party written notice of the underlying Claim setting forth the particulars associated with the underlying Claim (including a copy of the written underlying Claim, if any) as then known by the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims third party with respect to which the Individual Indemnity Threshold Indemnified Party intends to seek indemnification under this Article VIII, the Indemnified Party shall promptly notify the Indemnifying Party of such action or suit and permit the Indemnifying Party to participate in and control the defense of such action or suit. A failure to give such notice in a timely manner pursuant to this Section 4.4 applies8.3 shall not limit the obligation of the Indemnifying Party under this Article VIII, except (i) to the extent such Indemnifying Party is prejudiced thereby, (ii) to the extent expenses are incurred during the period in which notice was not provided or (iii) as provided by Section 8.5 below. (b) Except when a notice, report or other filing must be filed immediately pursuant to an Indemnity Claim shall express requirement of Environmental Laws, the Indemnified Party will provide notice and an opportunity to comment to the Indemnifying Party before the Indemnified Party files any Required Governmental Report or any other report, notification or filing with any Governmental Authority or third party in connection with an event that would be deemed reasonably likely to have been made (result in a Loss subject to the indemnification provisions of Section 4.4) upon this Article VIII. In the indemnified Person’s providing an initial Indemnity Claim Notice event the Indemnified Party is required to file a Required Governmental Report or any other report, notification or filing immediately, the Indemnified Party will provide simultaneous notice to the indemnifying Indemnifying Party stating that when it files such report with the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shall, to the extent practicable, give an Indemnity Claim Notice within such time as will allow the indemnifying Party a reasonable period in which to evaluate and timely respond to the underlying Claim; provided, (a) failure to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 4.4(a), such Indemnity Claim Notice shall be effective, subject to the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the expiration of any such time period, with respect to the matter described in such Indemnity Claim NoticeGovernmental Authority.

Notice of Claims. If a Claim is asserted against a Person for which a (a) An Indemnified Party may have Indemnity Obligations under this Agreement (an “Indemnity Claim”), the indemnified Person shall give the indemnifying Party written Purchaser or the Sellers (as the case may be) (the "INDEMNIFYING PARTY") 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) days of such determination. The notice shall state the underlying Claim setting forth the particulars associated with the underlying Claim (including a copy amount of the written underlying ClaimLoss, if any) as then known by known, and the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims with respect to which the Individual Indemnity Threshold in Section 4.4 applies, an Indemnity Claim method of its calculation and shall be deemed to have been made (subject contain a reference to the provisions of Section 4.4this Agreement in respect of which such right of indemnification is claimed or arises. (b) upon If an Indemnified Party receives written notice of any third party claim or potential claim ("THIRD PARTY CLAIM") against it which is or may be subject of a claim by it under the indemnified Person’s providing an initial Purchaser Indemnity Claim Notice or the Seller Indemnity (as the case may be), the obligations and liabilities of the Indemnifying Party under this Clause 5 shall be subject to the indemnifying following terms and conditions: (i) the Indemnified Party stating shall give written notice thereof to the Indemnifying Party within thirty (30) days of receipt of such notice provided that failure to give such notice shall not release the Claim underlying the Indemnity Claim could reasonably be expected to exceed the Individual Indemnity Threshold. The indemnified Person shall, Indemnifying Party from any of its obligations under this clause 5 except to the extent practicablesuch Indemnifying Party has been released from any other obligation or liability that it may have to an Indemnified Party otherwise than under this Clause 5; (ii) the Indemnifying Party shall be entitled to assume and control the defence of such Third Party Claim and take such further action to contest, give an Indemnity Claim Notice within resist or appeal the validity, applicability and amount of such time as will allow claim in appropriate administrative or judicial proceedings either: (A) In the indemnifying name of the Indemnified Party a (provided the Indemnifying Party shall Indemnify and secure the Indemnified Party to its 14 reasonable period satisfaction against all losses costs damages and expenses which may be incurred thereby), or (B) In its own name, in which to evaluate either case, at its own expense and timely respond to the underlying Claim; provided, (a) failure through retaining legal advisers of its choice provided that it gives notice of its intention to do so shall not affect an indemnified Person’s rights hereunder except for, and only to the extent that, such failure results in insufficient time being available to permit the indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the indemnifying Party’s ability to defend against the Claim through the forfeiture of substantive rights or defenses; and (b) the foregoing shall not extend the time period set forth in Section 4.4(a) (if applicable to the Claim), but if an Indemnity Claim Notice is given to an indemnifying Indemnified Party within five (5) days of receipt of the applicable time period (notice of such Third Party Claim from the Indemnified Party; provided however, that if any) with respect there exists or is reasonably likely to such Claim set forth exist a conflict of interest that would make it inappropriate in Section 4.4(a)the judgment of the Indemnified Party, such Indemnity Claim Notice in its sole and absolute discretion, for the same legal advisers to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be effectiveentitled to retain its own legal advisers, subject in each jurisdiction for which the Indemnified Party reasonably determines counsel is required, at the expense of the Indemnifying Party. In the event that the Indemnifying Party exercises its right hereunder to undertake the other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the expiration defence of any such time periodThird Party Claim, the Indemnified Party shall co-operate with respect to the matter described Indemnifying Party in such Indemnity defence as is reasonably required by the Indemnifying Party. In the event that the Indemnified Party is, directly or indirectly, conducting the defence against any such Third Party Claim, the Indemnifying Party shall co-operate with the Indemnified Party in such defence as is reasonably required by the Indemnified Party. No such Third Party Claim Noticemay be settled by the Indemnifying Party without the prior written consent of the Indemnified Party.