Common use of Notice of Claims Clause in Contracts

Notice of Claims. (a) If, at any time on or prior to the Claims Deadline, Company Indemnified Parties shall assert a claim for indemnification pursuant to Section 9.1, such Company Indemnified Parties shall submit to Parent a written claim stating: (i) that a Company Indemnified Party incurred or reasonably believes it may incur Damages and the amount or reasonable estimate thereof of any such Damages; and (ii) in reasonable detail, the facts alleged as the basis for such claim and the section or sections of this Agreement alleged as the basis or bases for the claim. (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 Article IX, 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 this Article IX, 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 Parties, which consent shall not be unreasonably withheld or delayed, settle or compromise any claim or demand if such settlement or compromise does not include an irrevocable and unconditional release of such Company Indemnified Parties for any liability arising out of such claim or demand.

Notice of Claims. (a) If, at any time on or prior to the Claims Deadline, any of the Company Indemnified Parties shall assert a claim for indemnification pursuant to Section 9.18.01, such Company Indemnified Parties Party shall submit to Parent a written claim stating: in good faith signed by an authorized officer of the Company or other Company Indemnified Party, as applicable, stating (i) that a Company Indemnified Party incurred or reasonably believes it may incur Damages and the amount or reasonable estimate thereof of the amount of any such Damages; and (ii) in reasonable detail, the facts alleged as the 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 number of additional shares of Parent Common Stock to which the Stockholders are entitled to with respect to such Damages, which shall be determined as provided in Section 8.06 below. If the claim is for Damages which the Company Indemnified Parties reasonably believe may be incurred or are otherwise un-liquidated, the written claim of the applicable Company Indemnified Party shall state the reasonable estimate of such Damages, in which event a claim shall be deemed to have been asserted under this Article VIII in the amount of such estimated Damages, but no distribution of additional shares of Parent Common Stock to the Stockholders pursuant to Section 8.06 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 Article IXVIII, 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 this Article IXVIII, 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 PartiesParty, which consent shall not be unreasonably withheld or delayed, settle or compromise any claim or demand if such settlement or compromise does not include an irrevocable and unconditional release of such Company Indemnified Parties Party for any liability arising out of such claim or demand.

Notice of Claims. (a) If, at any time on or prior to the Claims Deadline, Company Indemnified Parties shall assert a claim for indemnification pursuant to Section 9.112.1, such Company Indemnified Parties shall submit to Parent a 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 amount or reasonable estimate thereof of the amount of any such Damages; and (ii) in reasonable detail, the facts alleged as the 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 number of additional shares of Parent Common Stock to which the 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 Company Indemnified Parties reasonably believe may be incurred or are otherwise un-liquidated, the written claim of the applicable Company Indemnified Parties shall state the reasonable estimate of such Damages, in 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 Parent 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 Article IXSection 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 this Article IXthe Section 12 hereof, 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 Parties, which consent shall not be unreasonably withheld or delayed, settle or compromise any claim or demand if such settlement or compromise does not include an irrevocable and unconditional release of such Company Indemnified Parties for any liability arising out of such claim or demand.

Notice of Claims. (a) If, at any time on or prior to the Claims Deadline, any of the Company Indemnified Parties shall assert a claim for indemnification pursuant to Section 9.18.01, such Company Indemnified Parties Party shall submit to Parent a written claim stating: in good faith signed by an authorized officer of the Company or other Company Indemnified Party, as applicable, stating (i) that a Company Indemnified Party incurred or reasonably believes it may incur Damages and the amount or reasonable estimate thereof of the amount of any such Damages; and (ii) in reasonable detail, the facts alleged as the 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 number of additional shares of Parent Common Stock to which the Stockholders and Investors are entitled to with respect to such Damages, which shall be determined as provided in Section 8.06 below. If the claim is for Damages which the Company Indemnified Parties reasonably believe may be incurred or are otherwise un-liquidated, the written claim of the applicable Company Indemnified Party shall state the reasonable estimate of such Damages, in which event a claim shall be deemed to have been asserted under this Article VIII in the amount of such estimated Damages, but no distribution of additional shares of Parent Common Stock to the Stockholders and Investors pursuant to Section 8.06 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 Article IXVIII, 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 this Article IXVIII, 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 PartiesParty, which consent shall not be unreasonably withheld or delayed, settle or compromise any claim or demand if such settlement or compromise does not include an irrevocable and unconditional release of such Company Indemnified Parties Party for any liability arising out of such claim or demand.

Notice of Claims. (a) If, at any time on or prior to the Claims Deadline, Company Indemnified Parties shall assert a claim for indemnification pursuant to Section 9.1, such Company Indemnified Parties shall submit to Parent a written claim stating: (i) that a Company Indemnified Party incurred or reasonably believes it may incur Damages and the amount or reasonable estimate thereof of any such Damages; and (ii) in reasonable detail, the facts alleged as the basis for such claim and the section or sections of this Agreement alleged as the basis or bases for the claim. If the claim is for Damages which the Company Indemnified Parties reasonably believe may be incurred or are otherwise unliquidated, the written claim shall be deemed to have been asserted under this Article IX in the amount of such estimated Damages, but no payment for indemnification 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 Article IX, 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 this Article IX, 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 Parties, which consent shall not be unreasonably withheld or delayed, settle or compromise any claim or demand if such settlement or compromise does not include an irrevocable and unconditional release of such Company Indemnified Parties for any liability arising out of such claim or demand.

Notice of Claims. (a) If, at any time on or prior to the Claims Deadline, Company If an Indemnified Parties Party shall assert a claim for indemnification pursuant to Section 9.16.1, such Company Indemnified Parties Party shall submit to Parent the indemnitor a written claim stating: (i) that a Company an Indemnified Party incurred or reasonably believes it may incur Damages and the amount or reasonable estimate thereof of any such Damages; and (ii) in reasonable detail, the facts alleged as the basis for such claim and the section or sections of this Agreement alleged as the basis or bases for the claim. (b) In the event that any action, suit or proceeding is brought against any Company Indemnified Party with respect to which Parent a party may have liability under this Article IXSection 6, the Parent indemnitor 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 the Indemnified Party shall have the right to retain its own counsel, with fees and expenses paid by Parentindemnitor, if representation of the Company Indemnified Party by counsel retained by Parent the indemnitor would be inappropriate because of actual or potential differing interests between Parent indemnitor and the Company Indemnified Party. In connection with any action, suit or proceeding subject to this Article IXSection 6, Parent and each Company Indemnified Party the parties 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 An indemnitor shall not, without the prior written consent of the applicable Company Indemnified Parties, which consent shall not be unreasonably withheld or delayed, settle or compromise any claim or demand if such settlement or compromise does not include an irrevocable and unconditional release of such Company Indemnified Parties for any liability arising out of such claim or demand.

Notice of Claims. (a) If, at any time on or prior to the Claims Deadline, Company Indemnified Parties shall assert a claim for indemnification pursuant to Section 9.112.1, such Company Indemnified Parties shall submit to Parent a 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 amount or reasonable estimate thereof of the amount of any such Damages; and (ii) in reasonable detail, the facts alleged as the 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 number of additional shares of Common Stock to which the 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 Company Indemnified Parties reasonably believe may be incurred or are otherwise un-liquidated, the written claim of the applicable Company Indemnified Parties shall state the reasonable estimate of such Damages, in 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 Article IXSection 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 this Article IXthe Section 12 hereof, 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 Parties, which consent shall not be unreasonably withheld or delayed, settle or compromise any claim or demand if such settlement or compromise does not include an irrevocable and unconditional release of such Company Indemnified Parties for any liability arising out of such claim or demand.

Notice of Claims. (a) IfWithin seven days after [Director/Executive] receives notice of a Proceeding that will or might give rise to an Indemnified Loss, at [Director/Executive] shall notify the Company of the Proceeding. [Director’s/Executive’s] failure to so notify the Company, however, will not relieve the Company from any time on or prior liability to the Claims Deadline, Company Indemnified Parties shall assert a claim [Director/Executive] for indemnification pursuant to Section 9.1this Agreement or otherwise, such unless the failure materially prejudices the rights or obligations of the Company. Without limiting what might be materially prejudicial to the Company, the failure of [Director/Executive] to notify the Company of a lawsuit within seven days after the date when [Director/Executive] is served with a copy of the complaint, petition, or other pleading that asserts a claim that is or might give rise to an Indemnified Parties shall submit Loss will be presumed to Parent be materially prejudicial to the Company, unless it also was served with a written claim stating: (i) that copy of the same complaint, petition, or other pleading. The Company may participate at its own expense in the Proceeding, or, with the consent of [Director/Executive], it may elect within a reasonable time to assume the defense of the Proceeding at its sole cost. If the Company Indemnified Party assumes the defense of the Proceeding with [Director’s/Executive’s] consent, [Director/Executive] may employ separate legal counsel and participate in the defense of the Proceeding at his sole cost, and the Company will not have any obligation to pay or advance costs incurred or reasonably believes it may incur Damages and to be incurred by [Director’s/Executive’s] further participation in the amount or reasonable estimate thereof defense of the Proceeding. If the Company does not assume the defense of the Proceeding, [Director/Executive] must obtain the Company’s advance approval of the legal counsel to be engaged by [Director/Executive] to defend the Proceeding. The Company shall not unreasonably withhold its approval of any such Damages; and (ii) in reasonable detaillegal counsel selected by [Director/Executive]. [Director/Executive] shall not settle, the facts alleged as the basis for such claim and the section compromise, or sections of this Agreement alleged as the basis or bases for the claim. (b) In the event that any action, suit or proceeding is brought against any Company Indemnified Party admit civil liability with respect to which Parent may have liability under this Article IX, a Proceeding that constitutes or might give rise to an Indemnified Loss without the Parent shall have the right, at its cost and expense, to defend such action, suit or proceeding in the name and on behalf advance approval of the Company. The Company Indemnified Party; provided, however, that shall notify [Director/Executive] whether or not it will approve a Company Indemnified Party shall have proposed settlement within 20 days after the right to retain its own counsel, with fees and expenses paid by Parent, if representation date when [Director/Executive] gives it notice of the Company Indemnified Party proposed settlement that summarizes all the settlement terms and conditions. The Company’s failure to notify [Director/Executive] within the 20-day period as to whether it will approve the proposed settlement will constitute its approval of the proposed settlement. Except as provided in this paragraph, [Director/Executive] is not entitled to any indemnification for amounts paid or payable by counsel retained [Director/Executive] pursuant to a settlement that is made 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 this Article IX, 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, [Director/Executive] without the prior written consent of the applicable Company Indemnified Parties, which consent shall not be unreasonably withheld or delayed, settle or compromise any claim or demand if such settlement or compromise does not include an irrevocable and unconditional release of such Company Indemnified Parties for any liability arising out of such claim or demandCompany’s approval.

Notice of Claims. 4.1 THE CLIENT shall forthwith notify THE COMPANY should any claim be made or alleged against THE CLIENT or THE COMPANY that the Software or Documentation infringes copyright or other rights of the claimant. 4.2 THE COMPANY will indemnify and hold harmless THE CLIENT on an indemnity basis only against any damages (aincluding reasonable costs) If, that may be awarded or payable by THE CLIENT to any third party in respect of any claim or action that the use of the Software and/or Documentation infringes the Intellectual Property Rights of any third party (an "Intellectual Property Infringement") provided that THE CLIENT: 4.2.1 gives notice to THE COMPANY of any suspected Intellectual Property Infringement immediately upon becoming aware of the same; 4.2.2 gives THE COMPANY the sole conduct of the defence to any claim or action in respect of an Intellectual Property Infringement and does not at any time on admit liability or prior otherwise settle or compromise or attempt to settle or compromise the said claim or action except upon the express instructions of THE COMPANY; and 4.2.3 acts in accordance with the reasonable instructions of THE COMPANY and gives to THE COMPANY such assistance, as it shall reasonably require in respect of the conduct of the said defence including without prejudice to the Claims Deadline, Company Indemnified Parties shall assert a claim for indemnification pursuant to Section 9.1, such Company Indemnified Parties shall submit to Parent a written claim stating: (i) that a Company Indemnified Party incurred or reasonably believes it may incur Damages generality of the foregoing the filing of all pleadings and other court process and the amount or reasonable estimate thereof provision of any such Damages; and (ii) in reasonable detail, the facts alleged as the basis for such claim and the section or sections of this Agreement alleged as the basis or bases for the claimall relevant documents. (b) 4.3 THE COMPANY shall reimburse THE CLIENT its reasonable costs incurred in complying with clause 4.2. 4.4 THE COMPANY shall have no liability to THE CLIENT in respect of an Intellectual Property Infringement if the same results from any breach of THE CLIENT'S obligations under this Agreement. 4.5 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 Article IX, the Parent of an Intellectual Property Infringement THE COMPANY shall have the right, be entitled at its cost own expense and expenseoption either to: 4.5.1 procure the right for THE CLIENT to continue using the Software and/or Documentation; or 4.5.2 make such alterations, modifications, adjustments or substitutions to defend such action, suit the Software and/or Documentation so that it becomes non-infringing without incurring a material diminution in performance or proceeding in the name and on behalf functionality of the Company Indemnified Party; provided, however, that a Company Indemnified Party shall have the right Software. 4.6 If THE COMPANY in its reasonable opinion is not able to retain its own counsel, with fees and expenses paid by Parent, if representation exercise any of the Company Indemnified Party by counsel retained by Parent would be inappropriate because options set out in clause 4.5 within 3 months of actual or potential differing interests between Parent and the Company Indemnified Party. In connection with any actiondate it receives notification of the Intellectual Property Infringement, suit or proceeding subject to this Article IX, 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 notthen THE CLIENT may, without the prior written consent of the applicable Company Indemnified Partiesprejudice to any other rights or remedies it may have, which consent shall not be unreasonably withheld or delayed, settle or compromise any claim or demand if such settlement or compromise does not include an irrevocable and unconditional release of such Company Indemnified Parties for any liability arising out of such claim or demandentitled to terminate this Agreement by 10 days' notice in writing upon THE COMPANY.

Notice of Claims. (a) If, at any time on or prior Each of the Purchaser and the ---------------- Seller agrees to give prompt written notice to the Claims Deadline, Company Indemnified Parties shall assert other of any claim against the party giving notice which might give rise to a claim for by it against the other party hereto based upon the indemnification pursuant to Section 9.1provisions contained herein, such Company Indemnified Parties shall submit to Parent a written claim stating: (i) that a Company Indemnified Party incurred or reasonably believes it may incur Damages stating the nature and basis of the amount or reasonable estimate thereof of any such Damages; and (ii) in reasonable detail, the facts alleged as the basis for such claim and the section actual or sections estimated amount thereof; provided, however, that failure to give such notice will -------- ------- not affect the obligation of the indemnifying party to provide indemnification in accordance with the provisions of this Agreement alleged as Article 6 unless, and only to the basis or bases for the claim. (b) extent that, such indemnifying party is actually prejudiced thereby. In the event that any action, suit or proceeding is brought against the Seller or any Company member of the Indemnified Party Purchaser Group with respect to which Parent any party hereto may have liability under this Article IXthe indemnification provisions contained herein, the Parent indemnifying party shall have the right, at its sole cost and expense, to defend such action in the name or on behalf of the indemnified party and, in connection with any such action, suit or proceeding in proceeding, 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 this Article IX, Parent and each Company Indemnified Party parties hereto agree to render to each other such assistance as may reasonably be required in order to ensure the proper and adequate defense of any such action, suit or proceeding; provided, however, that an -------- ------- indemnified party shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate because of actual or potential differing interests between such indemnified party and any other party represented by such counsel. Parent Neither party hereto shall not, make any settlement of any claim which might give rise to liability of the other party under the indemnification provisions contained herein without the prior written consent of the applicable Company Indemnified Partiessuch other party, which consent such other party covenants shall not be unreasonably withheld or delayed, settle or compromise any claim or demand if such settlement or compromise does not include an irrevocable and unconditional release of such Company Indemnified Parties for any liability arising out of such claim or demandwithheld.

Notice of Claims. (a) If, at any time on or prior to the Claims Deadline, the Company Indemnified Parties shall assert a claim for indemnification pursuant to Section 9.1, such Company Indemnified Parties shall submit to Parent a Purchaser written claim stating: (i) that a Company Indemnified Party incurred or reasonably believes it may incur Damages and the amount or reasonable estimate thereof of any such Damages; and (ii) in reasonable detail, the facts alleged as the basis for such claim and the section or sections of this Agreement alleged as the basis or bases for the claim. (b) In the event that any action, suit or proceeding is brought against any Company Indemnified Party with respect to which Parent Purchaser may have liability under this Article IX, the Parent Purchaser 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 ParentPurchaser, if representation of the Company Indemnified Party by counsel retained by Parent Purchaser would be inappropriate because of actual or potential differing interests between Parent Purchaser and the Company Indemnified Party. In connection with any action, suit or proceeding subject to this Article IX, Parent Purchaser 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 Purchaser shall not, without the prior written consent of the applicable Company Indemnified Parties, which consent shall not be unreasonably withheld or delayed, settle or compromise any claim or demand if such settlement or compromise does not include an irrevocable and unconditional release of such Company Indemnified Parties for any liability arising out of such claim or demand.

Notice of Claims. (a) If, at any time on or prior to the Claims Deadline, any of the Company Indemnified Parties shall assert a claim for indemnification pursuant to Section 9.18.01, such Company Indemnified Parties Party shall submit to Parent a written claim stating: in good faith signed by an authorized officer of the Company or other Company Indemnified Party, as applicable, stating (i) that a Company Indemnified Party incurred or reasonably believes it may incur Damages and the amount or reasonable estimate thereof of the amount of any such Damages; and (ii) in reasonable detail, the facts alleged as the 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 number of additional shares of Parent Common Stock to which the Stockholders are entitled to with respect to such Damages, which shall be determined as provided in Section 8.06 below. If the claim is for Damages which the Company Indemnified Parties reasonably believe may be incurred or are otherwise un-liquidated, the written claim of the applicable Indemnified Party shall state the reasonable estimate of such Damages, in which event a claim shall be deemed to have been asserted under this Article VIII in the amount of such estimated Damages, but no distribution of additional shares of Parent Common Stock to the Company Indemnified Parties pursuant to Section 8.06 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 Article IXVIII, 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 this Article IXVIII, 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 PartiesParty, which consent shall not be unreasonably withheld or delayed, settle or compromise any claim or demand if such settlement or compromise does not include an irrevocable and unconditional release of such Company Indemnified Parties Party for any liability arising out of such claim or demand.

Notice of Claims. (a) If, at any time on or prior to the Claims Deadline, Company Indemnified Parties shall To assert a claim Claim for indemnification pursuant to Section 9.18.1, an Indemnified Party shall notify the Parent Major Stockholders of such Company Indemnified Parties shall submit to Parent a written claim stating: Claim, stating in such notice (i) that a Company an Indemnified Party incurred or reasonably believes it may incur Damages and the amount or reasonable estimate thereof of the amount of any such Damages; and (ii) in reasonable detail, the facts alleged as the basis for such claim and the section or sections of this Agreement or other Transaction Document alleged as the basis or bases for the claim; and (iii) if the Damages have actually been incurred, amount of such Damages. If the Claim is for Damages which the Indemnified Parties reasonably believe may be incurred or are otherwise un-liquidated, the written Claim of the applicable Indemnified Party shall state the reasonable estimate of such Damages, in which event a Claim shall be deemed to have been asserted under this Article 8 in the amount of such estimated Damages. (b) In the event that any action, suit or proceeding is brought against any Company Indemnified Party with respect to which the Parent Major Stockholders may have liability under this Article IX8, the Parent Companies shall have control the right, at its cost and expense, to defend defense of 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 Partyproceeding. In connection with any action, suit or proceeding subject to this Article IX8, the Parent Major Stockholders 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. Neither of the Parent shall notMajor Stockholders shall, without the prior written consent of the applicable Company Indemnified PartiesParty, which consent shall not be unreasonably withheld or delayedwithheld, settle or compromise any claim Claim or demand if such settlement or compromise does not include an irrevocable and unconditional release of such Company Indemnified Parties Party for any liability arising out of such claim Claim or demand.

Notice of Claims. (a) If, at any time on or prior to the Claims Deadline, any of the Company Indemnified Parties shall assert a claim for indemnification pursuant to Section 9.18.01, such Company Indemnified Parties Party shall submit to Parent Holdings a written claim stating: in good faith signed by an authorized officer of the Company or other Company Indemnified Party, as applicable, stating (i) that a Company Indemnified Party incurred or reasonably believes it may incur Damages and the amount or reasonable estimate thereof of the amount of any such Damages; and (ii) in reasonable detail, the facts alleged as the 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 number of additional shares of Holdings Common Stock to which the Stockholders are entitled to with respect to such Damages, which shall be determined as provided in Section 8.06 below. If the claim is for Damages which the Company Indemnified Parties reasonably believe may be incurred or are otherwise un-liquidated, the written claim of the applicable Company Indemnified Party shall state the reasonable estimate of such Damages, in which event a claim shall be deemed to have been asserted under this Article VIII in the amount of such estimated Damages, but no distribution of additional shares of Holdings Common Stock to the Stockholders pursuant to Section 8.06 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 Holdings may have liability under this Article IXVIII, the Parent Holdings 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 ParentHoldings, if representation of the Company Indemnified Party by counsel retained by Parent Holdings would be inappropriate because of actual or potential differing interests between Parent Holdings and the Company Indemnified Party. In connection with any action, suit or proceeding subject to this Article IXVIII, Parent Holdings 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 Holdings shall not, without the prior written consent of the applicable Company Indemnified PartiesParty, which consent shall not be unreasonably withheld or delayed, settle or compromise any claim or demand if such settlement or compromise does not include an irrevocable and unconditional release of such Company Indemnified Parties Party for any liability arising out of such claim or demand.

Notice of Claims. (a) If, at any time on or prior to the applicable Claims Deadline, any of Company Indemnified Parties or Parent Indemnified Parties shall assert a claim for indemnification pursuant to Section 9.1, such Company Indemnified Parties party shall submit to Parent or Company, as applicable, a written claim stating: (i) that a Company Indemnified Party such party incurred or reasonably believes it may incur Damages and the amount or reasonable estimate thereof of any such Damages; and (ii) in reasonable detail, the facts alleged as the basis for such claim and the section or sections of this Agreement alleged as the basis or bases for the claim. (b) In the event that any action, suit or proceeding is brought against any Company Indemnified Party or Parent Indemnified Party with respect to which Parent or Company, as applicable, may have liability under this Article IX, the Parent indemnifying party 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 Partyindemnified party; provided, however, that a Company Indemnified Party an indemnified party shall have the right to retain its own counsel, with fees and expenses paid by Parentthe indemnifying party, if representation of the Company Indemnified Party by counsel retained by Parent indemnified party would be inappropriate because of actual or potential differing interests between Parent indemnified and the Company Indemnified Partyindemnifying parties. In connection with any action, suit or proceeding subject to this Article IX, Parent and each Company Indemnified Party agree party agrees 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 A party shall not, without the prior written consent of the applicable Company Indemnified Partiesindemnified party, which consent shall not be unreasonably withheld or delayed, settle or compromise any claim or demand if such settlement or compromise does not include an irrevocable and unconditional release of such Company Indemnified Parties indemnified party for any liability arising out of such claim or demand.

Notice of Claims. (a) If, at any time on or prior to the Claims Deadline, any of the Company Indemnified Parties shall assert a claim for indemnification pursuant to Section 9.18.01, such Company Indemnified Parties Party shall submit to Parent a written claim stating: in good faith signed by an authorized officer of the Company or other Company Indemnified Party, as applicable, stating (i) that a Company Indemnified Party incurred or reasonably believes it may incur Damages and the amount or reasonable estimate thereof of the amount of any such Damages; and (ii) in reasonable detail, the facts alleged as the 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 number of additional shares of Parent Common Stock to which the Stockholders are entitled to with respect to such Damages, which shall be determined as provided in Section 8.07 below. If the claim is for Damages which the Company Indemnified Parties reasonably believe may be incurred or are otherwise un-liquidated, the written claim of the applicable Company Indemnified Party shall state the reasonable estimate of such Damages, in which event a claim shall be deemed to have been asserted under this Article VIII in the amount of such estimated Damages, but no distribution of additional shares of Parent Common Stock to the Stockholders pursuant to Section 8.07 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 Article IXVIII, 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 this Article IXVIII, 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 PartiesParty, which consent shall not be unreasonably withheld or delayed, settle or compromise any claim or demand if such settlement or compromise does not include an irrevocable and unconditional release of such Company Indemnified Parties Party for any liability arising out of such claim or demand.

Notice of Claims. If any of the Persons to be indemnified under this Article VIII (aeach, an “Indemnified Party”) Ifhas suffered or incurred any Loss, at any time on or prior to the Claims Deadline, Company Indemnified Parties shall assert a claim for indemnification pursuant to Section 9.1, such Company Indemnified Parties shall submit to Parent a written claim stating: (i) that a Company Indemnified Party incurred or reasonably believes it may incur Damages and shall so notify the party from whom indemnification is sought {the “Indemnifying Party”) promptly in writing describing such Loss, the amount or reasonable estimate thereof estimated amount thereof, if known or reasonably capable of any such Damages; and (ii) in reasonable detailestimation, the facts alleged as the basis for such claim and the section or sections method of computation of such Loss, all with reasonable particularity and containing a reference to the provisions of this Agreement alleged as the basis or bases for the claim. (b) In the event that any actionother 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 instituted by or proceeding is brought against any Company Indemnified Party a third party with respect to which Parent may have liability the Indemnified Party intends to seek indemnification under this Article IX, VIII 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 promptly notify the right Indemnifying Party of such action or suit and permit the Indemnifying Party to retain its own counsel, with fees participate in and expenses paid by Parent, if representation of control 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 this Article IX, 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 action or proceedingsuit. Parent A failure to give such notice in a timely manner pursuant to this Section 8.3 shall not, without not limit the prior written consent obligation of the applicable Company Indemnified PartiesIndemnifying 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 consent notice was not provided or (iii) as provided by Section 8.5 below. Notice shall not be unreasonably withheld or delayeddeemed to have been provided by Purchaser to Pfizer pursuant to this Section 8.3 with regard to the matters referenced in the definition of Scheduled Environmental Commitments, settle or compromise and Pfizer shall be deemed to have notified Purchaser that it will conduct and control the defense and management of any claim or demand if such settlement or compromise does not include an irrevocable and unconditional release required Remedial Action with regard to the matters referenced in the definition of such Company Indemnified Parties for any liability arising out of such claim or demandScheduled Environmental Commitments.

Notice of Claims. (a) If, at any time on or prior to the Claims Deadline, any of the Company Indemnified Parties shall assert a claim for indemnification pursuant to Section 9.17.1, such Company Indemnified Parties Party shall submit to Parent a written claim stating: in good faith signed by an authorized officer of the Company or other Company Indemnified Party, as applicable, stating (i) that a Company Indemnified Party incurred or reasonably believes it may incur Damages and the amount or reasonable estimate thereof of the amount of any such Damages; and (ii) in reasonable detail, the facts alleged as the 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 number of additional shares of Parent Common Stock to which the Company Stockholders and Investors are entitled to with respect to such Damages, which shall be determined as provided in Section 7.5 below. If the claim is for Damages which the Company Indemnified Parties reasonably believe may be incurred or are otherwise un-liquidated, the written claim of the applicable Company Indemnified Party shall state the reasonable estimate of such Damages, in which event a claim shall be deemed to have been asserted under this Article VII in the amount of such estimated Damages, but no distribution of additional shares of Parent Common Stock to the Stockholders and Investors pursuant to Section 7.5 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 Article IXVII, 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 this Article IXVII, 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 PartiesParty, which consent shall not be unreasonably withheld or delayed, settle or compromise any claim or demand if such settlement or compromise does not include an irrevocable and unconditional release of such Company Indemnified Parties Party for any liability arising out of such claim or demand.

Notice of Claims. (a) If, at any time on or prior to the Claims Deadline, Company Indemnified Parties shall assert a claim for indemnification pursuant to Section 9.1, such Company Indemnified Parties shall submit to Parent a written claim stating: (i) that a Company Indemnified Party incurred or reasonably believes it may incur Damages and the amount or reasonable estimate thereof of any such Damages; and (ii) in reasonable detail, the facts alleged as the basis for such claim and the section or sections of this Agreement alleged as the basis or bases for the claim. (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 Article IX, 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 this Article IX, 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 Parties, which consent shall not be unreasonably withheld or delayed, settle or compromise any claim or demand if such settlement or compromise does not include an irrevocable and unconditional release of such Company Indemnified Parties for any liability arising out of such claim or demand.

Notice of Claims. (a) If, at any time on or prior to the Claims Deadline, Company Indemnified Parties shall assert a claim for indemnification pursuant to Section 9.1, such Company Indemnified Parties shall submit to Parent a written claim stating: (i) that a Company Indemnified Party incurred or reasonably believes it may incur Damages and the amount or reasonable estimate thereof of any such Damages; and (ii) in reasonable detail, the facts alleged as the basis for such claim and the section or sections of this Agreement alleged as the basis or bases for the claim. If the claim is for Damages which the Indemnified Parties reasonably believe may be incurred or are otherwise unliquidated, the written claim shall be deemed to have been asserted under this Article IX in the amount of such estimated Damages, but no payment for indemnification 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 Article IX, 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 this Article IX, 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 Parties, which consent shall not be unreasonably withheld or delayed, settle or compromise any claim or demand if such settlement or compromise does not include an irrevocable and unconditional release of such Company Indemnified Parties for any liability arising out of such claim or demand.

Notice of Claims. (a) If, at any time on or prior to the Claims Deadline, a Company Indemnified Parties Party shall assert a claim for indemnification pursuant to Section 9.1, such Company Indemnified Parties Party shall submit to Parent a written claim stating: (i) that a Company Indemnified Party incurred or reasonably believes it may incur Damages and the amount or reasonable estimate thereof of any such Damagesthe Damages it reasonably believes it may incur; and (ii) in reasonable detail, the facts alleged as the basis for such claim and the section or sections of this Agreement alleged as the basis or bases for the claim. (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 Article IX, 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 this Article IX, 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 Parties, which consent shall not be unreasonably withheld or delayed, settle or compromise any claim or demand if such settlement or compromise does not include an irrevocable and unconditional release of such Company Indemnified Parties for any liability arising out of such claim or demand.

Notice of Claims. (a) If, at any time on or prior An Indemnified Party shall give prompt written notice to the Claims Deadline, Company Indemnified Parties shall assert Indemnifying Party of any claim which might give rise to a claim for indemnification pursuant to Section 9.1, such Company Indemnified Parties shall submit to Parent a written claim stating: (i) that a Company by the Indemnified Party incurred or reasonably believes it may incur Damages against the Indemnifying Party under Article 11. Such notice shall contain the nature and basis of the amount or reasonable estimate thereof of any such Damages; and (ii) in reasonable detail, the facts alleged as the basis for such claim and the section actual or sections estimated amount thereof; provided, however, that failure to give such notice will not affect the obligation of this Agreement alleged as the basis or bases for Indemnifying Party under Article 11 unless, and only to the claim. (b) extent that, the Indemnifying Party is actually prejudiced thereby. In the event that any action, suit or proceeding is brought against any Company Indemnified Party with respect to which Parent the Indemnifying Party may have liability Liability under this Article IX11, the Parent Indemnifying Party shall have the right, at its the cost and expenseexpense of the Indemnifying Party, to defend such action, suit or proceeding in the name and on behalf of the Company Indemnified Party (using counsel satisfactory to the Indemnified Party); provided, however, that a Company an Indemnified Party shall have the right to retain its own counsel, with fees and expenses paid by Parentthe Indemnifying Party, if representation of the Company Indemnified Party by counsel retained by Parent the Indemnifying Party would be inappropriate because of actual or potential differing interests between Parent the Indemnified Party and the Company Indemnified Indemnifying Party. In connection with any action, suit or proceeding subject to this Article IX11, Parent Seller and each Company Indemnified Party Member, on the one hand, and Buyer and Parent, on the other hand, agree to render to each the other such assistance as may reasonably be required in order to ensure proper and adequate defense of such action, suit or proceedingproceeding (including, without limitation, reasonable access to their respective employees (if required) and relevant books and records). Parent shall notNeither Seller or any Member, on the one hand, nor Buyer or Parent, on the other hand, shall, without the prior written consent of the applicable Company Indemnified Partiesother, which consent shall not be unreasonably withheld or delayed, settle or compromise any claim or demand (x) on a basis which would result in the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of the other or any Affiliate thereof or (y) if such settlement or compromise does not include an irrevocable and unconditional release of such Company Indemnified Parties the other for any liability Liability arising out of such claim or demand.