Common use of Notice of Claims Clause in Contracts

Notice of Claims. If either a Buyer Indemnified Party, on the one hand, or a 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 6, the Indemnified Party shall so notify the other party from whom indemnification is sought under this Article 6 (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 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 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 Indemnifying Party of such claim, action, suit or proceeding and tender to the 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 6.2 shall not limit the obligation of the Indemnifying Party under this Article 6, except to the extent such Indemnifying Party is actually prejudiced thereby.

Notice of Claims. If either If, at or following the Effective Time, an Indemnitee shall receive notice or otherwise learn of the assertion by a Buyer Indemnified PartyPerson (including any Governmental Authority) who is not a member of the Parent Group or the SpinCo Group of any claim or of the commencement by any such Person of any Action (collectively, on the one hand, or a Seller Indemnified Party, on the other hand (such Buyer Indemnified “Third-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 6, the Indemnified Party shall so notify the other party from whom indemnification is sought under this Article 6 (the “Indemnifying PartyClaim”) 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 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 or against Licensee or a Third Party with respect to which an Indemnified Party intends to claim Indemnitee may seek indemnification hereunder or under any Loss under this Article 6Ancillary Agreement, such Indemnified Indemnitee shall give such Indemnifying Party written notice thereof as soon as practicable, but in any event within fourteen (14) days (or sooner if the nature of the Third-Party Claim so requires) after becoming aware of such Third-Party Claim. Any such notice shall promptly notify describe the Third-Party Claim in reasonable detail, including the facts and circumstances giving rise to such claim for indemnification, and include copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim. Notwithstanding the foregoing, the failure of an Indemnitee to provide notice in accordance with this Section 4.5(a) shall not relieve an Indemnifying Party of such claim, action, suit or proceeding and tender to the 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 6.2 shall not limit the obligation of the Indemnifying Party its indemnification obligations under this Article 6Agreement, except to the extent such to which the Indemnifying Party is actually prejudiced therebyby the Indemnitee’s failure to provide notice in accordance with this Section 4.5(a). Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within ten (10) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim; provided, however, that the failure to forward such notices and documents shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party is actually prejudiced by the Indemnitee’s failure.

Notice of Claims. If either a Buyer Indemnified Party, on the one hand, or a 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 68, the Indemnified Party shall so notify the other party from whom indemnification is sought under this Article 6 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 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 or against Licensee or a Third Party with respect to which an Indemnified Party intends to claim any Loss under this Article 68, such Indemnified Party shall promptly notify the Indemnifying Party of such claim, action, suit or proceeding and tender to the 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 6.2 8.2 shall not limit the obligation of the Indemnifying Party under this Article 68, except to the extent such Indemnifying Party is actually prejudiced thereby.

Notice of Claims. If either a Buyer Indemnified Party, on In the one hand, or a 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 event any Losses for which indemnification may be sought under this Article 6, the Parent Indemnified Party shall so notify seek indemnification hereunder, Parent shall, within the other party from whom indemnification is sought under this Article 6 relevant limitation period provided for in Section 11.1, give to the Securityholders’ Representative a notice (the a “Indemnifying PartyClaim Notice”) promptly describing in writing describing reasonable detail the facts giving rise to such Lossclaim 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 estimated amount or estimated amount thereof, if known or reasonably capable of estimation, and the method of computation of the amount of such Lossclaim, all with reasonable particularity and containing a reference to the provisions relevant provision of this Agreement giving rise to such claim for indemnification; provided that a Claim Notice in respect of which such Loss shall have occurred. If any claim, action, suit or proceeding is asserted or instituted Action by or against Licensee or a Third Party with respect as to which an indemnification shall be sought shall be given promptly (and in any event within thirty (30) days) after the Parent Indemnified Party intends becomes aware of the material facts constituting the basis for such Action; and provided further, that failure by Parent to claim give any Loss under this Article 6, such notice shall not affect such Parent Indemnified Party shall promptly notify the Indemnifying Party of such claim, action, suit or proceeding and tender Party’s right to indemnification hereunder except to the Indemnifying Party extent the defense Securityholders’ Representative or the Securityholders have been materially prejudiced by such failure. For the avoidance of such claimdoubt, action, suit any notice to be given to (or proceeding. A failure by an delivered by) a Parent 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 6.2 shall not limit the obligation of the Indemnifying Party under this Article 6, except to the extent XI shall be given by (or delivered to) Parent on behalf and in lieu of such Indemnifying Party is actually prejudiced therebyParent Indemnified Party.

Notice of Claims. If either a Buyer Indemnified Party, on the one hand, or a 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 6, the Indemnified Party shall so notify the other party from whom indemnification is sought under this Article 6 (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 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 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 Indemnifying Party of such claim, action, suit or proceeding and tender to the 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 6.2 shall not limit the obligation of the Indemnifying Party under this Article 6, except to the extent such Indemnifying Party is actually prejudiced thereby.

Notice of Claims. If either a Buyer Indemnified Party, on any of the one hand, or a Seller Indemnified Party, on Persons to be indemnified under this Article VIII (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”), "INDEMNIFIED PARTY") has suffered or incurred any Losses for which indemnification may be sought under this Article 6Loss, the Indemnified Party shall so notify the other party from whom indemnification is sought under this Article 6 (the “Indemnifying Party”"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 reference to the provisions of this Agreement or any other agreement or instrument delivered pursuant hereto in respect of which such Loss shall have occurred. If any claim, action, action at Law or suit or proceeding in equity is asserted or instituted by or against Licensee or a Third Party third party with respect to which an the Indemnified Party intends to claim any Liability as a Loss under this Article 6VIII, such the Indemnified Party shall promptly notify the Indemnifying Party of such claim, action, action or suit or proceeding and tender to the Indemnifying Party the defense of such claim, action, suit action or proceedingsuit. A failure by an the Indemnified Party to give notice and to tender the defense of such claim, action, the action or suit or proceeding in a timely manner pursuant to this Section 6.2 8.3 shall not limit the obligation of the Indemnifying Party under this Article 6VIII, except (i) to the extent such Indemnifying Party is actually materially prejudiced thereby, (ii) to the extent expenses that are incurred during the period in which notice was not provided shall not be deemed a Loss and (iii) as provided by Section 8.5.

Notice of Claims. If either a Buyer Indemnified Party, on the one hand, or a 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 6‎Article 8, the Indemnified Party shall so notify the other party from whom indemnification is sought under this Article 6 ‎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 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 or against Licensee or a Third Party third party with respect to which an Indemnified Party intends to claim any Loss under this Article 6‎Article 8, such Indemnified Party shall promptly notify the Indemnifying Party of such claim, action, suit or proceeding and tender to the 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 6.2 ‎Section 8.2 shall not limit the obligation of the Indemnifying Party under this Article 6‎Article 8, except to the extent such Indemnifying Party is actually prejudiced thereby.

Notice of Claims. If either a Buyer In the event any Indemnified PartyPerson wishes to pursue its, on the one hand, his or a 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 her rights to as an “Indemnified Party”), has suffered or incurred any Losses for which indemnification may be sought under this Article 69, if the matter does not involve a Third Party Claim under Section 9.5 hereof, the Indemnified Party Person shall so notify the other party from whom indemnification is sought under this Article 6 (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 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 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 Indemnifying Party of such claim, action, suit or proceeding and tender give written notice thereof to the Indemnifying Party stating that an indemnification Claim or Claims pursuant to Section 9.2 or any other provision of this Agreement is being made, describing the defense basis for such Claim with reasonable specificity and specifying in reasonable detail the Losses in respect of such claim, action, suit or proceedingClaim (provided that the Indemnified Person shall not be bound by any estimate of Losses made in good faith and contained in such description). A failure by an Indemnified Party to give notice and to tender Within thirty (30) days from the defense receipt of such claimnotice, actionthe Indemnifying Party shall provide a written notice to such Indemnified Person indicating whether the Indemnifying Party objects to such Claim. If no such objection notice is received by such Indemnified Person within such thirty (30) day period, suit or proceeding in a timely manner the Indemnifying Party waives any objection to such Indemnified Person being indemnified for such Claim pursuant to this Section 6.2 shall not limit the obligation Agreement under this Article 9. If such notice of objection is provided within such period, the Indemnifying Party under this Article 6and the Indemnified Person or its, except his or her representative(s) shall then attempt in good faith for thirty (30) days to agree upon the extent rights of the respective parties with respect to each of such Claims. If no such resolution can be reached after good faith negotiation, such Indemnified Person or the Indemnifying Party is actually prejudiced therebymay institute proceedings in a court of competent jurisdiction (in accordance with Section 11.8) to resolve any such dispute, and each such Indemnified Person and the Indemnifying Party, subject to Section 6.13, shall seek to resolve such dispute in as expeditious a manner as practicable. In the case of any such proceeding, the Indemnified Person and the Indemnifying Party shall each be responsible for the payment of its own fees and expenses.

Notice of Claims. If either a Buyer Indemnified Party, on the one hand, or a 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 ARTICLE 6, the Indemnified Party shall so notify the other party from whom indemnification is sought under this Article ARTICLE 6 (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 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 or against Licensee or a Third Party with respect to which an Indemnified Party intends to claim any Loss under this Article ARTICLE 6, such Indemnified Party shall promptly notify the Indemnifying Party of such claim, action, suit or proceeding and tender to the 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 6.2 shall not limit the obligation of the Indemnifying Party under this Article ARTICLE 6, except to the extent such Indemnifying Party is actually prejudiced thereby.

Notice of Claims. If either 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 Buyer Indemnified Partyright of indemnification under this agreement, provided that a failure on the one hand, or a 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 6, the Indemnified Party shall so notify the other party from whom indemnification is sought under this Article 6 (the “Indemnifying Party”) promptly in writing describing such Loss, the amount or estimated amount thereof, if known or reasonably capable part 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 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 Indemnifying Party of such claim, action, suit or proceeding and tender to the Indemnifying Party the defense of such claim, action, suit or proceeding. A failure by an Indemnified Party to give notice and to tender notify the defense Company will not relieve the Company from any liability that the Company may have on account of such claim, action, suit this indemnity or proceeding in a timely manner pursuant to this Section 6.2 shall not limit the obligation of the Indemnifying Party under this Article 6otherwise, except to the extent that the Company shall have been materially prejudiced by such Indemnifying failure. If, 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 claim, then the 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 shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and 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 Company; provided that the Company shall not in any event be responsible hereunder for 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 make available to the Company all witnesses, pertinent records, materials and information in the Indemnified Parties possession or under the Indemnified Parties' control relating thereto as is actually prejudiced thereby.reasonably required by the Company

Notice of Claims. If either In the case of a Buyer claim for indemnification other than pursuant to Section 7.4 hereof, upon determination by a Purchaser Indemnified Party, on the one hand, Party or a Seller Indemnified Party, on as 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”)case may be, that it has suffered or incurred any Losses a claim for which indemnification may be sought under this Article 6indemnification, the Indemnified Party shall so notify deliver notice of such claim (each, an "Indemnification Notice") to the other party from whom Indemnifying Party, setting forth in reasonable detail the basis of such claim for indemnification is sought under this Article 6 Section 7.2 or Section 7.3 and the Indemnified Party's reasonable estimate of the dollar amount of such claim (the “"Estimated Indemnification Amount"). Upon the Indemnification Notice having been given to 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 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 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 Indemnifying Party shall have thirty (30) days in which to notify the Indemnified Party in writing (the "Dispute Notice") that the amount of the claim for indemnification is in dispute, setting forth in reasonable detail the basis of such claim, action, suit or proceeding and tender dispute. In the event that a Dispute Notice is not given to the Indemnified Party within the required thirty (30) day period the Indemnifying Party shall be obligated to pay to the Indemnified Party in the amount set forth in the Indemnification Notice within sixty (60) days after the date that the Indemnification Notice had been given to the Indemnifying Party Party. In the defense of such claim, action, suit or proceeding. A failure by event that a Dispute Notice is timely given to an Indemnified Party Party, the parties hereto shall have thirty (30) days to give notice and resolve any such dispute. In the event that such dispute is not resolved by such parties within such period, the parties shall have the right to tender the defense of such claim, action, suit or proceeding in a timely manner pursuant to this pursue all legal remedies available under Section 6.2 shall not limit the obligation of the Indemnifying Party under this Article 6, except to the extent such Indemnifying Party is actually prejudiced thereby8.5.

Notice of Claims. If either a Buyer Upon receipt by any party entitled to indemnification under Sections 9.1 or 9.2 above (an "Indemnified Party") of a complaint, on the one handclaim or other notice of any loss, claim, damage or liability giving rise to a 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 claim for which indemnification may be sought under this Article 6, the Indemnified Party shall so notify the other party from whom indemnification is sought under this Article 6 (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 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 or against Licensee or a Third Party with respect to which an Indemnified Party intends to claim any Loss under this Article 6IX, such Indemnified Party shall promptly notify the other party (either Company or Consultant) from whom indemnification is sought (the "Indemnifying Party"), but failure to provide such notice shall not relieve the Indemnifying Party from its duty to indemnify unless the Indemnifying Party is materially prejudiced by such failure and had no actual knowledge of such complaint, claim or other notice. The Indemnifying Party shall pay all amounts payable under the related provisions of this Article IX within ten (10) days after demand therefor and, if not timely paid, such amounts shall bear interest at the Default Rate from the date of determination to the date of payment. The Indemnifying Party, at its expense, shall contest, resist and defend any such claim, action, suit action or proceeding asserted or instituted against the Indemnified Party and tender to shall not be responsible for any duplicate attorneys' fees incurred by the Indemnified Party, or may compromise or otherwise dispose of the same with the Indemnified Party's prior written consent (which consent may not be unreasonably withheld or delayed). In the event that the Indemnified Party shall unreasonably withhold or delay its consent, the 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 6.2 shall not limit be liable for any incremental increase in costs or expenses resulting therefrom. This Article IX shall survive the obligation Termination of the Indemnifying Party under this Article 6, except to the extent such Indemnifying Party is actually prejudiced therebyAgreement.

Notice of Claims. If either a Buyer Indemnified Party, on any of the one hand, or a Seller Indemnified Party, on Persons to be indemnified under this Article VII (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 6Losses, the Indemnified Party shall so notify the other party from whom indemnification is sought under this Article 6 (the “Indemnifying Party”) promptly in writing describing the event giving rise to such LossLosses, the basis upon which indemnity is being sought, the amount or estimated amount thereofof the Losses, if known or reasonably capable of estimation, and the method of computation of such LossLosses, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such Loss Losses shall have occurred. If any claim, action, action at Law or suit or proceeding in equity is asserted or instituted by or against Licensee or a Third Party third party with respect to which an the Indemnified Party intends to claim any liability as a Loss under this Article 6VII, such the Indemnified Party shall promptly notify the Indemnifying Party of such claim, action, action or suit or proceeding and tender to the Indemnifying Party the defense of such claim, action, suit action or proceedingsuit. A failure by an the Indemnified Party to give notice and to tender the defense of such claim, action, the action or suit or proceeding in a timely manner pursuant to this Section 6.2 7.4 shall not limit the obligation of the Indemnifying Party under this Article 6VII, except (i) to the extent the rights of such Indemnifying Party is actually prejudiced thereby, (ii) to the extent expenses are incurred during the period in which notice was not provided, and (iii) as provided by Section 7.1. In the event that the Indemnified Party commences an Action in order to recover Losses hereunder, upon final determination of a court of competent jurisdiction with respect thereto, the non prevailing party in such Action shall reimburse the prevailing party’s reasonable costs and expenses (including reasonable attorney’s fees) incurred in connection with such Action.

Notice of Claims. If either a Buyer Indemnified Party, on the one hand, or a 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 Loss for which indemnification may be sought under this Article 6, the 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 timely notice of a Loss in a timely manner pursuant to this Section 6.2 shall not limit or otherwise affect the indemnification obligation of the Indemnifying Party under this Article 6, except to the extent such Indemnifying Party is actually prejudiced thereby. If any claim, action, suit or proceeding is asserted or instituted by or against the Licensee or a Third Party (a “Third Party Claim”) 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 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 and tender to the Indemnifying Party the defense of such claim, action, suit or proceeding. A failure by an Indemnified Party to give timely notice and to tender the defense of such claim, action, suit or proceeding a Third Party Claim in a timely manner pursuant to this Section 6.2 shall not limit or otherwise affect the indemnification obligation of the Indemnifying Party under this Article 6, except to the extent such Indemnifying Party is actually prejudiced thereby.

Notice of Claims. If either a Buyer Indemnified Party, on the one hand, or a 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 6ARTICLE 8, the Indemnified Party shall so notify the other party from whom indemnification is sought under this Article 6 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 reference to the provisions of this Agreement (or the Bill of Sale [***]) in respect of which such Loss shall have occurred. If any claim, action, suit or proceeding is asserted or instituted by or against Licensee or a Third Party with respect to which an Indemnified Party intends to claim any Loss under this Article 6Section 8.2, such Indemnified Party shall promptly notify the Indemnifying Party of such claim, action, suit or proceeding and tender to the 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 6.2 8.2 shall not limit the obligation of the Indemnifying Party under this Article 6ARTICLE 8, except to the extent such Indemnifying Party is actually prejudiced thereby.

Notice of Claims. (a) If either any claim is made by or against a Buyer Indemnified Partyparty which, on the one handif sustained, or would give rise to a 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 6, the Indemnified Party shall so notify liability of the other party from whom indemnification is sought under this Article 6 hereunder, that party (the “Claiming Party”) will promptly cause notice of the claim to be delivered to the other party (the “Indemnifying Party”) promptly in writing describing such Lossand will afford the Indemnifying Party and its counsel, at the Indemnifying Party’s sole expense, the amount opportunity to defend or estimated amount thereofsettle the claim (and, if known or reasonably capable with respect to claims made by third parties, the Claiming Party will have the right to participate at its sole expense). Any notice of estimationa claim will state, with reasonable specification, the alleged basis for the claim and the method amount 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 liability asserted or instituted by or against Licensee the other party by reason of the claim. If such notice is not given, it will not release the Indemnifying Party, in whole or a Third Party with respect to which an Indemnified Party intends to claim any Loss in part, from its obligations under this Article 6, such Indemnified Party shall promptly notify the Indemnifying Party of such claim, action, suit or proceeding and tender to the 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 6.2 shall not limit the obligation of the Indemnifying Party under this Article 6VIII, except to the extent that the Indemnifying Party’s ability to defend against such Indemnifying Party claim is actually prejudiced thereby. Alternatively, if notice is given and the Indemnifying Party fails to assume the defense of the claim within fifteen (15) business days thereof, the claim may be defended, compromised or settled by the Claiming Party without the consent of the Indemnifying Party and the Indemnifying Party will remain liable under this Article VIII. The Indemnifying Party may not consent to the entry of any judgment or enter into any compromise or settlement with respect to a third party claim without the prior written consent of the Indemnified Party unless such judgment, compromise or settlement (i) provides for the payment by the Indemnifying Party of money as sole relief for the claimant, and (ii) involves no finding or admission of any violation of law.

Notice of Claims. (a) If either a Buyer Indemnified Party, on any of the one hand, or a Seller Indemnified Party, on Persons to be indemnified under this ARTICLE IX (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 6Loss (other than one resulting from a Third Party Claim), the Indemnified Party shall so notify in writing the other party Party from whom indemnification is sought under this Article 6 (the “Indemnifying Party”) promptly in writing 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 particularity specificity 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 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 Indemnifying Party of such claim, action, suit or proceeding and tender to the 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 6.2 9.3(a) shall not limit the obligation of the Indemnifying Party under this Article 6, ARTICLE IX: (i) except to the extent such Indemnifying Party is actually prejudiced therebythereby and (ii) except to the 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 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 9.1(d) that the Indemnifying Party disputes its liability to the Indemnified Party under this ARTICLE IX, such claim specified by the Indemnified Party in such notice shall be conclusively determined to be a liability of the Indemnifying Party.

Notice of Claims. If either Promptly after receipt by any Person entitled to indemnity under Section 6(a) or Section 6(b) (an “Indemnitee”) of notice of the commencement of any action or proceeding (an “Action”) involving a Buyer Indemnified Party, on the one hand, or a 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 claim referred to as an “Indemnified Party”)in either of such Sections, has suffered or incurred any Losses for which indemnification may be sought under this Article 6such Indemnitee shall, the Indemnified Party shall so notify the other party from whom if indemnification is sought under this Article 6 (against an indemnifying party, give written notice to such indemnifying party of 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 commencement of such LossAction; provided, all with reasonable particularity and containing a reference to however, that the provisions failure of this Agreement in respect of which such Loss shall have occurred. If any claim, action, suit or proceeding is asserted or instituted by 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 Indemnifying Party of such claim, action, suit or proceeding and tender to the Indemnifying Party the defense of such claim, action, suit or proceeding. A failure by an Indemnified Party Indemnitee to give said notice and to tender the defense of such claim, action, suit or proceeding in a timely manner pursuant to this Section 6.2 shall not limit relieve the obligation indemnifying party of the Indemnifying Party its obligations under this Article 6Section 6(a) or Section 6(b), except to the extent such Indemnifying Party that the indemnifying party is actually prejudiced therebyby such failure. In case an Action is brought against any Indemnitee, and such Indemnitee notifies the indemnifying party of the commencement thereof, each indemnifying party shall be entitled to participate therein and, to the extent it elects to do so by written notice delivered to the Indemnitee promptly after receiving the aforesaid notice, to assume the defense thereof with counsel reasonably satisfactory to such Indemnitee. Notwithstanding the foregoing, the Indemnitee shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Indemnitee unless (i) the employment of such counsel shall have been authorized in writing by the indemnifying party, (ii) the indemnifying party shall have failed to assume the defense of such Action or shall not have employed counsel reasonably satisfactory to the Indemnitee to take charge of the defense of such Action reasonably promptly after notice of the commencement thereof or (iii) such Indemnitee reasonably shall have concluded that there may be defenses available to it which are different from or additional to those available to the indemnifying party which, if the indemnifying party and the Indemnitee were to be represented by the same counsel, could result in a conflict of interest for such counsel or materially prejudice the prosecution of the defenses available to such Indemnitee. If any of the events specified in clauses (i), (ii) or (iii) of the immediately preceding sentence shall have occurred or otherwise shall be applicable, then the fees and expenses of counsel for the Indemnitee shall be borne by the indemnifying party; provided, however, that the indemnifying party shall not, in connection with any one such claim or proceeding, or separate but substantially similar or related claims or proceedings arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for all Indemnitees hereunder (unless in the reasonable judgment of any Indemnitee a conflict of interest may exist between such Indemnitee and any other of such Indemnitees with respect to such claim or proceeding), or for fees and expenses that are not reasonable. Anything in this Section 6(c) to the contrary notwithstanding, an indemnifying party shall not be liable for the settlement of any Action effected without its prior written consent (which consent shall not be unreasonably withheld or delayed), but if settled with the prior written consent of the indemnifying party, the indemnifying party agrees to indemnify the Indemnitee from and against any loss or liability by reason of such settlement. No indemnifying party shall, without the prior written consent of the Indemnitee (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement or compromise, with respect to any pending or threatened Action in respect of which the Indemnitee would be entitled to indemnification or contribution hereunder (whether or not the Indemnitee is an actual party to such Action), which (x) does not include as a term thereof the unconditional release of the Indemnitee from all liability in respect of such Action or (y) includes a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of the Indemnitee.

Notice of Claims. If either any Litigation (in equity or at law) is instituted by a Buyer Indemnified Party, on Third Party (a “Third-Party Claim”) with respect to which any of the one hand, or a Seller Indemnified Party, on Persons to be indemnified under this ARTICLE XI (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 6, the Indemnified Party shall so notify the other party from whom indemnification is sought under this Article 6 (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 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 or against Licensee or a Third Party with respect to which an Indemnified Party intends to claim any Loss under this Article 6ARTICLE XI, such or if an Indemnified Party otherwise desires to make a claim for indemnification under this ARTICLE XI, the Indemnified Party shall promptly notify provide written notice thereof (a “Claim Notice”) to the Party from whom indemnification is sought (the “Indemnifying Party”). In the event of a Third-Party of such claimClaim, action, suit or proceeding and tender the Indemnified Party shall deliver the Claims Notice to the Indemnifying Party as soon as reasonably practicable (and in any event within 30 days) after the defense Indemnified Party has actual knowledge of such claim, action, suit or proceedingthe Third-Party Claim. A failure by an the Indemnified Party to give notice and to tender the defense of such claim, action, suit any Third-Party Claim or proceeding other claim for indemnification in a timely manner pursuant to this Section 6.2 11.4 shall not limit the obligation of the Indemnifying Party under this Article 6ARTICLE XI, except to the extent such Indemnifying Party is actually prejudiced thereby. The Claim Notice shall describe the Third-Party Claim or other matter giving rise to a claim for indemnification hereunder in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party.

Notice of Claims. If either a Buyer Indemnified Party, on the one hand, or a Seller Indemnified Party, on the other hand (the Buyer on behalf of such Buyer Indemnified Party on the one hand and the Seller on behalf of 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 67, the Indemnified Party shall so notify the other party hereto from whom indemnification is sought under this Article 6 7 (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 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 or against Licensee or a Third Party third party with respect to which an Indemnified Party intends to claim any Loss under this Article 67, such Indemnified Party shall promptly notify the Indemnifying Party of such claim, action, suit or proceeding and tender to the 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 6.2 7.2 shall not limit the obligation of the Indemnifying Party under this Article 67, except to the extent such Indemnifying Party is actually prejudiced thereby.

Notice of Claims. If either Each Party against whom a Buyer Indemnified claim for indemnity pursuant to this Section 5.3(c) shall have been made (each, an “Indemnifying Party”) shall have the right to defend the Person seeking such indemnity (each, on the one hand, or a 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”)) with counsel of such Indemnifying Party’s choice in respect of any third party claim, has suffered so long as (i) such counsel is reasonably satisfactory to the Indemnified Party, (ii) the Indemnifying Party shall have provided written notice to the Indemnified Party, within thirty (30) days after receipt by the Indemnifying Party of the related Claims Notice, indicating that the Indemnifying Party will indemnify the Indemnified Party in accordance with the terms of this Section 5.3 and (iii) the Indemnifying Party conducts the defense of the third party claim or incurred matter actively and diligently. The Indemnified Party shall have the right to retain separate co-counsel and participate in the defense of any such claim or matter; provided that any related attorneys’ fees shall not be indemnifiable Losses unless the Indemnifying Party and the Indemnified Party are both defendants in the matter for which indemnification may be the indemnity is sought under this Article 6, and the Indemnified Party shall so notify have been advised by counsel representing the other party from whom indemnification is sought under this Article 6 (the “Indemnifying Party”) promptly Parties that an actual conflict of interest would arise in writing describing such Loss, the amount or estimated amount thereof, if known or reasonably capable counsel’s continued representation 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 occurredboth Parties. If any claim, action, suit or proceeding is asserted or instituted Knowledge by or against Licensee or a Third Party with respect to which an Indemnified Party intends to claim of any Loss breach or non-compliance hereunder shall not constitute a waiver of such Indemnified Party’s rights and remedies under this Article 6, Agreement unless such Indemnified Party shall promptly have failed to notify the applicable Indemnifying Party of such claim, action, suit breach or proceeding and tender to non-compliance in a timely manner in accordance with the Indemnifying Party the defense terms of such claim, action, suit this Article V. No express or proceeding. A failure implied waiver by an Indemnified Party of any default hereunder shall in any way be, or be construed to give notice and be, a waiver of any other default. The failure or delay of an Indemnified Party to tender the defense exercise any of such claim, action, suit or proceeding in a timely manner pursuant to this Section 6.2 its rights granted hereunder regarding any default shall not limit constitute a waiver of any such right as to any other default, and any single or partial exercise of any particular right granted to an Indemnified Party hereunder shall not exhaust the obligation same or constitute a waiver of the Indemnifying Party under this Article 6, except to the extent such Indemnifying Party is actually prejudiced therebyany other right provided herein.

Notice of Claims. If either a Buyer Indemnified Party, on the one hand, Any Purchaser Indemnitee or a 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”), Indemnitee claiming that it has suffered or incurred any Losses Loss for which indemnification it may be sought entitled to indemnification under Section 6.07(e), Section 6.13(e) or this Article 6, ARTICLE VIII (the “Indemnified Party”) shall give prompt written notice to the Party shall so notify the other party from whom indemnification is sought under this Article 6 (the “Indemnifying Party”) promptly in writing describing 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 Lossfacts and information as are then reasonably available to the Indemnified Party with respect to such Claim, including the amount or estimated amount thereof, of such Losses (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 occurredbasis for indemnification hereunder. If any Claim is based on any action, claim, action, suit or proceeding is asserted (in equity or at law) instituted by or against Licensee or a Third Party third party with respect to which an the Indemnified Party intends to claim any Loss under this Article 6ARTICLE VIII (a “Third Party Claim”), such the Indemnified Party shall promptly notify (the “Third Party Claim Notice”) the Indemnifying Party of such claim, action, suit or proceeding Third Party Claim and offer to tender to the Indemnifying Party the defense of such claim, action, suit or proceedingThird Party Claim. A failure by an the Indemnified Party to give written notice of (or the contents of such notice) and to offer to tender the defense of such claim, action, suit or proceeding any Third Party Claim in a timely manner pursuant to this Section 6.2 8.03 shall not limit the obligation of the Indemnifying Party under this Article 6ARTICLE VIII, except (a) to the extent such Indemnifying Party is actually prejudiced therebythereby or (b) as provided in Section 8.05.

Notice of Claims. If either a Buyer Indemnified Party, on the one hand, or a 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 6ARTICLE 7, the Indemnified Party shall so notify the other party from whom indemnification is sought under this Article 6 ARTICLE 7 (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 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 or against Licensee or a Third Party with respect to which an Indemnified Party intends to claim any Loss under this Article 6ARTICLE 7, such Indemnified Party shall promptly notify the Indemnifying Party of such claim, action, suit or proceeding and tender to the 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 6.2 7.2 shall not limit the obligation of the Indemnifying Party under this Article 6ARTICLE 7, except to the extent such Indemnifying Party is actually prejudiced thereby.

Notice of Claims. If either a Buyer Any Purchaser Indemnified Party or Seller Indemnified Party (hereinafter an "Indemnified Party") that suffers, on the one handrespectively, a Purchaser Loss or a Seller Indemnified Loss (hereinafter a "Loss") shall give the applicable party obligated to provide indemnification hereunder (the "Indemnifying Party, on ") notice of any matter which the other hand (such Buyer Indemnified Party on the one hand and such Seller Indemnified Party on the other hand being hereinafter referred has determined has given or could give rise to as an “Indemnified Party”), has suffered or incurred any Losses for which a right of indemnification may be sought under this Article 6VII (a "Claim"), within thirty (30) days of such determination, stating the amount of the Loss, if known, and method of computation thereof. If an Indemnified Party shall receive notice of any claims of any third party which are subject to the indemnification provided for in this Article VII ("Third Party Claims"), the Indemnified Party shall so notify give the other party from whom indemnification is sought under this Article 6 (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 Party notice of such Loss, all with reasonable particularity and containing Third Party Claim within ten (10) days of the receipt by the Indemnified Party of such notice. The failure to provide notice of 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 or against Licensee Claim or a Third Party with respect to which an Indemnified Claim as provided for in this subsection shall not release the applicable Indemnifying Party intends to claim from any Loss of its obligations under this Article 6, VII unless such Indemnified Party shall promptly notify the Indemnifying Party of such claim, action, suit or proceeding and tender failure causes actual prejudice to the Indemnifying Party the defense of such claimhereunder, 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 6.2 shall not limit the obligation of which case the Indemnifying Party under this Article 6, except shall be released only to the extent of such Indemnifying Party is actually prejudiced thereby.prejudice. (d)

Notice of Claims. If either Any party seeking indemnification of any Indemnifiable Loss or potential Indemnifiable Loss arising from an Indemnifiable Claim, whether asserted by a Buyer Indemnified Party, on the one hand, party or a Seller Indemnified Partythird party, on shall give written notice thereof to 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 6, the Indemnified Party shall so notify the other party from whom indemnification indemnifica- tion is sought under this Article 6 (setting forth in reasonable detail the “Indemnifying Party”) promptly in writing describing such Loss, the amount or nature and reasonably estimated amount thereof, if known or reasonably capable of estimationof, and the method of computation of basis for, such Loss, all with reasonable particularity and containing a reference claim to the provisions of this Agreement in respect of which such Loss shall have occurredextent then known. If any claim, action, suit or proceeding is asserted or instituted by or against Licensee or a Third Party with respect Written notice to which an Indemnified Party intends to claim any Loss under this Article 6, such Indemnified Party shall promptly notify the Indemnifying Party of the existence of a third party claim shall be given by the Indemnified Party promptly after its receipt of an assertion of liability from the third party, and in any event within twenty days of such claimassertion; provided, actionhowever, suit or proceeding and tender that failure to give such notice shall not relieve the Indemnifying Party of its obligations hereunder except to the defense extent it shall have been prejudiced by such failure. Within 20 days of such claim, action, suit or proceeding. A failure notice by an the Indemnified Party of any Indemnifiable Loss or potential Indemnifiable Loss arising from an Indemnifiable Claim, the Indemnifying Party shall notify the Indemnified Party whether or not it acknowledges its ob- ligation to give notice and indemnify the Indemnified Party for the Indemnifiable Loss or potential Indemni- fiable Loss with respect to tender the defense of such claim, action, suit or proceeding in a timely manner pursuant to this Section 6.2 shall not limit the obligation Indemnifiable Claim. The failure of the Indemnifying Party under this Article 6, except to respond in accordance with the extent such Indemnifying preceding sentence shall be deemed a refusal by the In- demnifying Party is actually prejudiced therebyto indemnify the Indemnified Party.

Notice of Claims. If either a Buyer an Investor Indemnified Party, on the one hand, or a Seller Company Indemnified Party, on the other hand (such Buyer Investor Indemnified Party on the one hand and such Seller Company 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 ARTICLE 6, the Indemnified Party shall so notify the other party from whom indemnification is sought under this Article ARTICLE 6 (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 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 or against Licensee or a Third Party with respect to which an Indemnified Party intends to claim any Loss under this Article ARTICLE 6, such Indemnified Party shall promptly notify the Indemnifying Party of such claim, action, suit or proceeding and tender to the 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 6.2 shall not limit the obligation of the Indemnifying Party under this Article ARTICLE 6, except to the extent such Indemnifying Party is actually prejudiced thereby.

Notice of Claims. If either a Buyer Indemnified Party, on the one hand, or a 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 67, the Indemnified Party shall so notify the other party from whom indemnification is sought under this Article 6 7 (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 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 or against Licensee or a Third Party third party with respect to which an Indemnified Party intends to claim any Loss under this Article 67, such Indemnified Party shall promptly notify the Indemnifying Party of such claim, action, suit or proceeding and tender to the 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 6.2 7.3 shall not limit the obligation of the Indemnifying Party under this Article 67, except to the extent such Indemnifying Party is actually prejudiced thereby. In the event of a claim by any Indemnified Party that does not involve a third party claim, if the Indemnifying Party disputes its liability with respect to such claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved in accordance with the dispute resolution provisions set forth in Section 9.8.

Notice of Claims. If either Promptly after receipt by a Buyer Raven Indemnified Party, on the one hand, Party or a Seller Indemnified Party, on the other hand (such Buyer Stockholder Indemnified Party on the one hand and such Seller Indemnified Party on the other hand being (hereinafter collectively referred to as an “"Indemnified Party”") of notice by a third party (including any Governmental Entity) of any complaint or the commencement of any audit, investigation, action or proceeding with respect to which such Indemnified Party may be entitled to receive payment from the other Party for any Raven Losses or any Stockholder Losses (as the case may be), has suffered such Raven Indemnified Party will notify the Stockholder Representative, or incurred any Losses such Stockholder Indemnified Party shall notify Raven (as the case may be) (such notified party being the "Indemnifying Party"), of receipt of such complaint or of notice of the commencement of such audit, investigation, action or proceeding. If such claim for which indemnification may be sought under this Article 6does not arise from a complaint, audit, investigation, action or proceeding, the Indemnified Party shall so notify the other party from whom indemnification is sought under this Article 6 (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 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 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 Indemnifying Party of the event or occurrence giving rise to the indemnification claims promptly following the Indemnified Party's discovery of such claimevent or occurrence. Notwithstanding the foregoing, actionthe failure to so notify the Indemnifying Party will relieve the Indemnifying Party from liability under this Escrow Agreement with respect to such claim only if, suit or proceeding and tender only to the extent that, such failure to notify the Indemnifying Party results in the forfeiture by the Indemnifying Party of rights and defenses otherwise available to the Indemnifying Party with respect to such claim. The Indemnifying Party will have the right, upon written notice delivered to the Indemnified Party within fifteen days after receipt of notification with respect to a claim, to assume the defense of the claim, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of the fees and disbursements of such counsel. In the event, however, that the Indemnifying Party declines or fails to assume the defense of the claim on the terms provided above within such fifteen day period, then such Indemnified Party may employ counsel to represent or defend it in any such claim and the Indemnifying Party will pay the reasonable fees and disbursements of such counsel as incurred. In any claim with respect to which indemnification is being sought hereunder, the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such claim, action, suit or proceeding. A failure by an Indemnified Party will have the right to give notice participate in such matter and to tender retain its own counsel at such Party's own expense. The Indemnifying Party or the Indemnified Party, as the case may be, will at all times use reasonable efforts to keep the Indemnifying Party or the Indemnified Party, as the case may be, reasonably apprised of the status of the defense of such claim, action, suit or proceeding any matter the defense of which they are maintaining and to cooperate in a timely manner pursuant to this Section 6.2 shall not limit the obligation of the Indemnifying Party under this Article 6, except good faith with each other with respect to the extent defense of any such Indemnifying Party is actually prejudiced therebymatter.

Notice of Claims. If either a Buyer Payer Indemnified Party, on the one hand, or a Seller Company Indemnified Party, on the other hand (such Buyer Payer Indemnified Party on the one hand and such Seller Company 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 6‎ARTICLE 7, the Indemnified Party shall so notify the other party from whom indemnification is sought under this Article 6 ‎ARTICLE 7 (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 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 or against Licensee or a Third Party with respect to which an Indemnified Party intends to claim any Loss under this Article 6‎ARTICLE 7, such Indemnified Party shall promptly notify the Indemnifying Party of such claim, action, suit or proceeding and tender to the 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 6.2 ‎Section 7.2 shall not limit the obligation of the Indemnifying Party under this Article 6‎ARTICLE 7, except to the extent such Indemnifying Party is actually prejudiced thereby.

Notice of Claims. If either a Buyer Indemnified Party, on the one hand, or a 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 6, the Indemnified Party shall so notify the other party from whom indemnification is sought under this Article 6 (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 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 or against Licensee or a Third Party 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 Indemnifying Party of such claim, action, suit or proceeding and tender to the 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 6.2 shall not limit the obligation of the Indemnifying Party under this Article 6, except to the extent such Indemnifying Party is actually prejudiced thereby.

Notice of Claims. If either a Buyer Indemnified Party, on the one hand, or a 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 68, the Indemnified Party shall so notify the other party from whom indemnification is sought under this Article 6 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 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 or against Licensee or a Third Party third party with respect to which an Indemnified Party intends to claim any Loss under this Article 6Section 8.2, such Indemnified Party shall promptly notify the Indemnifying Party of such claim, action, suit or proceeding and tender to the 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 6.2 8.2 shall not limit the obligation of the Indemnifying Party under this Article 68, except to the extent such Indemnifying Party is actually prejudiced thereby.

Notice of Claims. If either a Buyer Indemnified PartyIf, on at or following the one handdate of this Agreement, or a 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 6, the Indemnified Party shall so notify receive notice or otherwise learn of the other party from whom indemnification assertion by a Person (including any Governmental Authority) who is sought under this Article 6 not a member of the Xxxxxxx Group or the SpinCo Group of any claim or of the commencement by any such Person of any Action (the collectively, a “Indemnifying PartyThird Party Claim”) 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 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 or against Licensee or a Third Party with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party intends pursuant to claim Sections 4.02 or 4.03, or any Loss under other Section of this Article 6Agreement or any Ancillary Agreement, such Indemnified Party shall promptly notify the give such Indemnifying Party written notice within thirty (30) days of becoming aware of such claimThird Party Claim (or sooner if the nature of the Third Party Claim so requires). Any such notice shall (i) describe the Third Party Claim in reasonable detail, actionincluding, suit or proceeding and tender to the Indemnifying extent set forth in or readily apparent from the notices and documents received by the Indemnified Party, the facts and circumstances giving rise to such claim for indemnification, and (ii) include copies of all material notices and documents (including court papers) received by the Indemnified Party relating to the defense Third Party Claim. Notwithstanding the foregoing, the failure of such claim, action, suit or proceeding. A failure by an Indemnified Party to give provide notice and to tender the defense of such claim, action, suit or proceeding in a timely manner pursuant to accordance with this Section 6.2 4.06(a) shall not limit the obligation of the relieve an Indemnifying Party of its indemnification obligations under this Article 6Agreement, except to the extent such to which the Indemnifying Party is actually prejudiced therebyby the Indemnified Party’s failure to provide notice in accordance with this Section 4.06(a).

Notice of Claims. If either a Buyer Indemnified Party, on the one hand, or a 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 67, the Indemnified Party shall so notify the other party from whom indemnification is sought under this Article 6 7 (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 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 or against Licensee or a Third Party third party with respect to which an Indemnified Party intends to claim any Loss under this Article 6Section 7.2, such Indemnified Party shall promptly notify the Indemnifying Party of such claim, action, suit or proceeding and tender to the 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 6.2 7.2 shall not limit the obligation of the Indemnifying Party under this Article 67, except to the extent such Indemnifying Party is actually prejudiced thereby.

Notice of Claims. If either a Buyer Indemnified Party, on the one hand, or a 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 6, the The Indemnified Party shall so notify the other party from whom Indemnifying Party in writing promptly after becoming aware of any Damages which an Indemnified Party shall have determined has given rise to a claim for indemnification is sought under this Article 6 ARTICLE IX. Such written notice (a "CLAIM NOTICE") shall include an estimate of the “Indemnifying Party”) promptly in writing describing such Loss, the amount or estimated amount thereofDamages, if known or reasonably capable of estimationknown, and the method of computation of such Loss, all with reasonable particularity thereof and containing a reference to the specific provisions of this Agreement in respect of which it seeks indemnification. As soon as practicable after the date of such Loss shall have occurred. If any claimClaim Notice, action, suit or proceeding is asserted or instituted by or against Licensee or a Third Party with respect to which an Indemnified Party intends to claim any Loss under this Article 6, such the Indemnified Party shall promptly notify provide the Indemnifying Party or his or her agents access to all books and records in the possession or control of such claim, action, suit or proceeding and tender to the Indemnified Party which the Indemnifying Party reasonably determines to be related to such claim. If the defense Indemnifying Party notifies the Indemnified Party that it does not dispute the claim or the estimated amount of Damages described in such Claim Notice, or fails to notify the Indemnified Party within thirty (30) days after delivery of such claimClaim Notice whether the Indemnifying Party disputes the claim or the estimated amount of Damages described in such Claim Notice, action, suit or proceeding. A failure by an the estimated Damages in the amount specified in the Indemnified Party to give notice and to tender the defense of such claim, action, suit or proceeding in Party's Claim Notice will be conclusively deemed a timely manner pursuant to this Section 6.2 shall not limit the obligation Liability of the Indemnifying Party under this Article 6and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party. If the Indemnifying Party has timely disputed its liability with respect to such claim or the estimated amount of Damages, the dispute shall be resolved, and the amount, if any, of Damages payable by the Indemnifying Party to the Indemnified Party shall be determined, in accordance with SECTION 11.11 below. It is agreed that no delay on the part of any Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from its obligations hereunder, except to the extent such said Indemnifying Party is actually prejudiced therebyby such failure to give notice. The provisions of this SECTION 9.3 do not apply to Third Party Actions.

Notice of Claims. (a) If either a Buyer Indemnified Party, on any of the one hand, or a Seller Indemnified Party, on Persons to be indemnified under this Article 10 (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 6Loss (other than one resulting from a Third Party Claim), the Indemnified Party shall so notify in writing the other party from whom indemnification is sought under this Article 6 (the “Indemnifying Party”) promptly in writing 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 particularity specificity and containing a reference to the provisions of this Agreement or any Implementing Agreement in respect of which such Loss shall have occurred. If any claim, action, suit or proceeding is asserted or instituted by 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 Indemnifying Party of such claim, action, suit or proceeding and tender to the 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 6.2 10.3(a) shall not limit the obligation of the Indemnifying Party under this Article 6, 10 except to the extent such Indemnifying Party is actually materially prejudiced thereby. 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 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 thirty (30) calendar days following its receipt of a notice delivered pursuant to this Section 10.3 that the Indemnifying Party disputes its liability to the Indemnified Party under this Article 10, such claim specified by the Indemnified Party in such notice shall be conclusively determined to be a liability of the Indemnifying Party.

Notice of Claims. If either a Buyer Any Person entitled to indemnification pursuant to this Article IX (the "Indemnified Party, on ") shall notify any other Person (or Persons) who is (are) obligated to provide indemnification hereunder (the one hand, or a Seller Indemnified "Indemnifying 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 ") promptly after becoming aware of any Losses for which indemnification may be sought under this Article 6, the Indemnified Party shall so notify have determined has given or could give rise to a claim for indemnification under Section 9.2 or Section 9.3. Such notice shall include an estimate of the other party from whom indemnification is sought under this Article 6 Losses that the Indemnified Party has determined may be incurred (the “Indemnifying "Claim Notice") and such Claim Notice shall specify in reasonable detail, to the extent reasonably practicable and to the extent within the Knowledge of the Indemnified Party”) promptly , each individual item of Loss included in writing describing such Lossthe amount so stated, the amount or estimated amount thereofdate such item was paid, if known or reasonably capable the basis for any anticipated liability and the nature of estimationthe misrepresentation, and the method breach of computation warranty, breach 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 covenant or proceeding is asserted or instituted by or against Licensee or a Third Party with respect claim to which an each such item is related. It is agreed that no delay on the part of the Indemnified Party intends to in notifying any Indemnifying Party of a claim (including any Loss under this Article 6, such Indemnified Party shall promptly notify third party claim) will relieve the Indemnifying Party of thereby unless (and then only to the extent) said Indemnifying Party is actually and materially prejudiced by such claim, action, suit or proceeding and tender failure to give notice. It is agreed that no Person shall be liable for any claim for indemnification pursuant to this Article IX unless the Claim Notice is delivered by the Indemnified Party to the Indemnifying Party prior to the defense expiration of the applicable survival period. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim or the estimated amount of Losses described in such notice, or fails to notify the Indemnified Party within thirty (30) days after delivery of such claim, action, suit or proceeding. A failure notice by an the Indemnified Party to give whether the Indemnifying Party disputes the claim or the estimated amount of Losses described in such notice, the estimated Losses in the amount specified in the Indemnified Party's notice and to tender the defense of such claim, action, suit or proceeding in will be conclusively deemed a timely manner pursuant to this Section 6.2 shall not limit the obligation liability of the Indemnifying Party under this Article 6, except and the Indemnifying Party shall pay the amount of such Losses to the extent Indemnified Party within ten (10) Business Days after the expiration of such thirty (30) day period. If the Indemnified Party has timely disputed its liability with respect to such claim or the estimated amount of Losses, and such dispute has not been resolved within sixty (60) days, then the Indemnifying Party is actually prejudiced therebyand the Indemnified Party may seek legal redress in accordance with Section 10.8.

Notice of Claims. If either Each Party against whom a Buyer Indemnified claim for indemnity pursuant to this Section 5.3(c) shall have been made (each, an “Indemnifying Party”) shall have the right to defend the Person seeking such indemnity (each, on the one hand, or a 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”)) with counsel of such Indemnifying Party’s choice in respect of any third party claim, has suffered or incurred any Losses for which indemnification may be sought under this Article 6so long as (i) such counsel is reasonably satisfactory to the Indemnified Party, (ii) the Indemnifying Party shall have provided written notice to the Indemnified Party, within thirty (30) days after receipt by the Indemnifying Party of the related Claims Notice, indicating that the Indemnifying Party will indemnify the Indemnified Party shall so notify in accordance with the other party from whom indemnification is sought under this Article 6 (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 reference to the provisions terms of this Agreement in respect Section 5.3 and (iii) the Indemnifying Party conducts the defense of which such Loss the third party claim or matter actively and diligently. The Indemnified Party shall have occurredthe right to retain separate co-counsel at its sole cost and expense and participate in the defense of any such claim or matter. If any claim, action, suit or proceeding is asserted or instituted Knowledge by or against Licensee or a Third Party with respect to which an Indemnified Party intends to claim of any Loss breach or non-compliance hereunder shall not constitute a waiver of such Indemnified Party’s rights and remedies under this Article 6Agreement, provided that such Indemnified Party shall promptly notify have notified the applicable Indemnifying Party of such claim, action, suit breach or proceeding and tender to the Indemnifying Party the defense of such claim, action, suit non-compliance in a timely manner. No express or proceeding. A failure implied waiver by an Indemnified Party of any default hereunder shall in any way be, or be construed to give notice and be, a waiver of any other default. The failure or delay of an Indemnified Party to tender the defense exercise any of such claim, action, suit or proceeding in a timely manner pursuant to this Section 6.2 its rights granted hereunder regarding any default shall not limit constitute a waiver of any such right as to any other default, and any single or partial exercise of any particular right granted to an Indemnified Party hereunder shall not exhaust the obligation same or constitute a waiver of the Indemnifying Party under this Article 6, except to the extent such Indemnifying Party is actually prejudiced therebyany other right provided herein.

Notice of Claims. If either Purchaser and Seller agree that in case any claim is made, or any suit, action or proceeding is commenced, which may give rise to a Buyer right of indemnification for such party hereunder (the "Indemnified Party, on ") from another party (the one hand, or a Seller Indemnified "Indemnifying 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 6, the Indemnified Party shall so notify the other party from whom indemnification is sought under this Article 6 (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 reference give notice 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 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 Indemnifying Party as promptly as practicable after the receipt by the Indemnified Party of such notice or knowledge of such claim, actionsuit, suit action or proceeding and tender proceeding. Notice to the Indemnifying Party under the defense preceding sentence shall be given no later than thirty (30) days after receipt by the Indemnified Party in the event a suit, action or proceeding has commenced or sixty (60) days after the Indemnified Party becomes aware of such claim, action, suit or proceedingevent under all other circumstances. A The failure by an Indemnified Party to give prompt notice and to tender the defense of such claim, action, suit or proceeding in a timely manner pursuant to this Section 6.2 shall not limit the obligation of the relieve an Indemnifying Party under this Article 6, of its obligation to indemnify except to the extent such the Indemnifying Party is actually prejudiced therebyby such failure. The Indemnified Party shall make available to the Indemnifying Party and its counsel and accountants at reasonable times and for reasonable periods, during normal business hours, all books and records of the Indemnified Party relating to any such possible claim for indemnification, and each party hereunder shall render to the other such assistance as it may reasonably be required by the other in order to insure prompt and adequate defense of any suit, action, claim or proceeding based upon a state of facts which may give rise to a right of indemnification hereunder.

Notice of Claims. If either a Buyer Indemnified Party, on the one hand, or Claim is asserted against a Seller Indemnified Party, on the other hand Person for which a Party may have Indemnity Obligations under this Agreement (such Buyer Indemnified Party on the one hand and such Seller Indemnified Party on the other hand being hereinafter referred to as an “Indemnified PartyIndemnity Claim”), has suffered or incurred any Losses for which indemnification may be sought under this Article 6, the Indemnified indemnified Person shall give the indemnifying Party shall so notify written notice of the other party from whom indemnification is sought under this Article 6 underlying Claim setting forth the particulars associated with the underlying Claim (including a copy of the “Indemnifying Party”) promptly in writing describing such Loss, the amount or estimated amount thereofwritten underlying Claim, if any) as then known or reasonably capable of estimationby the indemnified Person (“Indemnity Claim Notice”). For Indemnity Claims with respect to which the Individual Indemnity Threshold in Section 4.4 applies, and the method of computation of such Loss, all with reasonable particularity and containing a reference an Indemnity Claim shall be deemed to have been made (subject to the provisions of this Agreement 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 respect 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 which such Loss substantive rights or defenses; and (b) the foregoing shall have occurred. If any claimnot extend the time period set forth in Section 4.4(a) (if applicable to the Claim), action, suit or proceeding but if an Indemnity Claim Notice is asserted or instituted by or against Licensee or a Third given to an indemnifying Party within the applicable time period (if any) with respect to which an Indemnified Party intends to claim any Loss under this Article 6such Claim set 37 forth in Section 4.4(a), such Indemnified Party Indemnity Claim Notice shall promptly notify the Indemnifying Party of such claimbe effective, action, suit or proceeding and tender subject to the Indemnifying Party other limitations in Section 4.4 (if applicable), as to costs and expenses incurred or suffered after the defense expiration of any such claimtime period, 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 6.2 shall not limit the obligation of the Indemnifying Party under this Article 6, except with respect to the extent matter described in such Indemnifying Party is actually prejudiced therebyIndemnity Claim Notice.

Notice of Claims. If either a Buyer Any party seeking indemnification under this Article 10 (an “Indemnified Party”) shall, notify the party from whom indemnification is being sought (an “Indemnifying Party”) in writing within ten (10) days after the receipt of notice of the commencement of any Action against such Indemnified Party in respect of which indemnity may be sought from the Indemnifying Party under this Article 10. The omission of any Indemnified Party to so notify the Indemnifying Party of any such Action shall not relieve the Indemnifying Party from any liability which it may have to such Indemnified Party under this Article 10 or otherwise. In case any such Action shall be brought against any Indemnified Party, the Indemnifying Party shall be entitled to assume the defense thereof at its own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment; provided, however, that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any Action in which both the Indemnifying Party, on the one hand, or a Seller and an 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 hand, are, or are reasonably likely to as an “Indemnified Party”)become, has suffered or incurred any Losses for which indemnification may be sought under this Article 6, the Indemnified Party shall so notify the other party from whom indemnification is sought under this Article 6 (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 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 or against Licensee or a Third Party with respect to which an Indemnified Party intends to claim any Loss under this Article 6party, such Indemnified Party shall promptly notify 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 of such claim, action, suit or proceeding and tender to the 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 6.2 shall not limit be liable for the obligation fees and expenses of the Indemnifying Party under this Article 6, except more than one counsel to the extent such Indemnifying Party is actually prejudiced therebyall Indemnified Parties.

Notice of Claims. If either a Buyer (a) Any Acquisition Sub Indemnified Party or Shareholder Indemnified Party (the "Indemnified Party") seeking indemnification hereunder shall, on within the one handrelevant limitation period provided for in Section 9.1 above, or a Seller Indemnified Party, on give to the other hand party obligated to provide indemnification (the "Indemnitor") to such Buyer Indemnified Party on a notice (a "Claim Notice") describing in reasonable detail the one hand facts giving rise to any claims for indemnification hereunder and shall include in 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 6, the Indemnified Party shall so notify the other party from whom indemnification is sought under this Article 6 Claim Notice (the “Indemnifying Party”if then known) 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 the amount of such Lossclaim, all with reasonable particularity and containing a reference to the provisions 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 which such Loss shall have occurred. If any claim, action, action at law or suit or proceeding is asserted or instituted in equity by or against Licensee a third Person as to which indemnification will be sought shall be given promptly after the action or a Third suit is commenced; 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) Indemnitor shall have thirty 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 in immediately available funds or (ii) to provide such Indemnified Party with respect to which an Indemnified Party intends to claim any Loss under this Article 6notice that it disagrees with the amount or method of determination set forth in the Claim Notice (the "Dispute Notice"). Within fifteen days after the giving of the Dispute Notice, a representative of Indemnitor and such Indemnified Party shall promptly notify negotiate in a bona fide attempt to resolve the Indemnifying Party matter. In the event that the controversy is not resolved within thirty days of the giving of the Dispute Notice, the parties shall proceed to binding arbitration pursuant to the following procedures: (1) Any party may send another party written notice identifying the matter in dispute and invoking the procedures of this Section 9.3. Within 14 days, each party involved in the dispute shall meet at a mutually agreed location in Montreal, Quebec, 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. (2) If such parties fail to resolve the dispute by written agreement or agree on the arbitrator within said 14-day period, any such party may make written application to the American Arbitration Association ("AAA") for the appointment of a panel of three arbitrators (collectively, the "Arbitrator") to resolve the dispute by arbitration. At the request of AAA the parties involved in the dispute shall meet with AAA at its offices within ten calendar days of such claimrequest to discuss the dispute and the qualifications and experience which each party respectively believes the Arbitrator should have; provided, actionhowever, suit or that the selection of the Arbitrator shall be the exclusive decision of AAA and shall be made within 30 days of the written application to AAA. (3) Within 120 days of the selection of the Arbitrator, the parties involved in the dispute shall meet in Montreal, Quebec with such Arbitrator at a place and time designated by such Arbitrator after consultation with such parties and present their respective positions on the dispute. The arbitration proceeding and tender shall be held in accordance with the rules for commercial arbitration of the AAA in effect on the date of the initial request for appointment of the Arbitrator, that gave rise to the Indemnifying Party dispute to be arbitrated (as such rules are modified by the defense terms of such claimthis Agreement or may be further modified by mutual agreement of the parties). Each party shall have no longer than five days to present its position, actionthe entire proceedings before the Arbitrator shall be no more than ten consecutive days, suit or and the decision of the Arbitrator shall be made in writing no more than 30 days following the end of the proceeding. A failure by Such an Indemnified Party to give notice award shall be a final and to tender the defense of such claim, action, suit or proceeding in a timely manner pursuant to this Section 6.2 shall not limit the obligation binding determination of the Indemnifying Party under this Article 6, except to dispute and shall be fully enforceable as an arbitration decision in any court having jurisdiction and venue over such parties. The prevailing party (as determined by the extent Arbitrator) shall in addition be awarded by the Arbitrator such Indemnifying Party is actually prejudiced therebyparty's own attorneys' fees and expenses in connection with such proceeding. The non-prevailing party (as determined by the Arbitrator) shall pay the Arbitrator's fees and expenses.

Notice of Claims. If either a Buyer Indemnified Party, on the one handCypress Indemnitee or a SunPower Indemnitee (as applicable) shall receive notice, or otherwise become aware, of any claim or of the commencement by any such Person of any Action (each such case, a Seller Indemnified Party, on the other hand (such Buyer Indemnified “Third 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 6, the Indemnified Party shall so notify the other party from whom indemnification is sought under this Article 6 (the “Indemnifying PartyClaim”) 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 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 or against Licensee or a Third Party with respect to which an Indemnified Indemnifying Party intends may be obligated to provide indemnification to an Indemnitee pursuant to this Agreement or any other Ancillary Agreement, Cypress and SunPower (as applicable) shall ensure that such Indemnitee shall give such Indemnifying Party written notice thereof as soon as practicable and, in any event, within fifteen (15) days after becoming aware of such Third Party Claim. Any such notice shall (i) describe the Third Party Claim in reasonable detail and, if known, the estimated damages resulting from such Third Party Claim incurred or reasonably expected to be incurred by the Indemnitee and (ii) explain in reasonable detail the basis for the claim by Indemnitee for indemnification to the extent of facts then known by the Indemnitee. In addition, such written notice shall be accompanied by copies of correspondence with third parties or other documentation necessary to understand the claim for indemnification to the extent applicable and then in the possession of the Indemnitee. Notwithstanding the foregoing, the delay or failure of any Loss Indemnitee or other Person to give notice as provided in this Section 1.5(a) shall not relieve the relevant Indemnifying Party of its obligations under this Article 6, such Indemnified Party shall promptly notify the Indemnifying Party of such claim, action, suit or proceeding and tender to the 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 6.2 shall not limit the obligation of the Indemnifying Party under this Article 6I, except to the extent that such Indemnifying Party is actually prejudiced therebyby such delay or failure to give notice.

Notice of Claims. If either a Buyer Indemnified Party, on the one hand, Any Purchaser Indemnitee or a 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”), Indemnitee claiming that it has suffered or incurred any Losses Loss for which indemnification it may be sought entitled to indemnification under Section 6.05(f) or this Article 6, ARTICLE VII (the “Indemnified Party”) shall give prompt written notice to the Party shall so notify the other party from whom indemnification is sought under this Article 6 (the “Indemnifying Party”) promptly 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 writing describing such Lossreasonable detail of the Losses suffered or incurred by the Indemnified Party, the amount or estimated amount thereof, of such Losses (if known or reasonably capable of estimation, ) and the method of computation of such LossLosses, all with reasonable particularity and containing 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 any Claim is based on any action, claim, action, suit or proceeding is asserted (in equity or at law) instituted by or against Licensee or a Third Party an unaffiliated third party with respect to which an the Indemnified Party intends to claim any Loss under this Article 6ARTICLE VII (a “Third Party Claim”), such the Indemnified Party shall promptly [***] notify (the “Third Party Claim Notice”) the Indemnifying Party of such claim, action, suit or proceeding Third Party Claim and offer to tender to the Indemnifying Party the defense of such claim, action, suit or proceedingThird Party Claim. A failure by an the Indemnified Party to give written notice and of any Claim or to offer to tender the defense of such claim, action, suit or proceeding any Third Party Claim in a timely manner pursuant to this Section 6.2 7.03 shall not limit the obligation of the Indemnifying Party under this Article 6ARTICLE VII, except (a) to the extent such Indemnifying Party is actually prejudiced therebythereby (in which case the Indemnifying Party shall not be liable for such increase) or (b) as provided in Section 7.05.

Notice of Claims. If either a Buyer Indemnified Party, on the one hand, or a Seller Company Indemnified Party, on the other hand (such Buyer Indemnified Party on the one hand and such Seller Company 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 6ARTICLE 7, the Indemnified Party shall so notify the other party from whom indemnification is sought under this Article 6 ARTICLE 7 (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 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 or against Licensee or a Third Party with respect to which an Indemnified Party intends to claim any Loss under this Article 6Section 7.2, such Indemnified Party shall promptly notify the Indemnifying Party of such claim, action, suit or proceeding and tender to the 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 6.2 7.2 shall not limit the obligation of the Indemnifying Party under this Article 6ARTICLE 7, except to the extent such Indemnifying Party is actually prejudiced thereby.

Notice of Claims. (a) If either a Buyer any of the Persons to be indemnified ---------------- under this Article VIII (the "Indemnified Party, on the one hand, or a 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 6----------------- Loss, the Indemnified Party shall so notify the other party from whom indemnification is sought under this Article 6 (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 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 claim, action, action at Law or suit or proceeding in equity is asserted or instituted by or against Licensee or a Third Party third party with respect to which an the Indemnified Party intends to claim any Liability as a Loss under this Article 6VIII, such the Indemnified Party shall promptly notify the Indemnifying Party of such claim, action, action or suit or proceeding and tender to the Indemnifying Party the defense of such claim, action, suit action or proceedingsuit. A failure by an the Indemnified Party to give notice and to tender the defense of such claim, action, the action or suit or proceeding in a timely manner pursuant to this Section 6.2 8.3 shall not limit the obligation of the Indemnifying Party under this Article 6VIII, except (i) to the extent such Indemnifying Party is actually 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 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. 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. Section 8.4

Notice of Claims. If either a Buyer Indemnified Party, on the one hand, or a Seller Indemnified Party, on the other hand A Person entitled to indemnification under this Article X (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 ) shall notify the Persons obligated to provide such indemnification may be sought under this Article 6, the Indemnified Party shall so notify the other party from whom indemnification is sought under this Article 6 X (the “Indemnifying Party”) promptly in writing describing such Loss, promptly after becoming aware following the amount or estimated amount thereofClosing of any Damages which an Indemnified Party shall have determined has given rise to a claim for indemnification under Article X. Such written notice (a “Claim Notice”) shall include an estimate of the Damages, if known or reasonably capable of estimationknown, and the method of computation of such Loss, all with reasonable particularity thereof and containing a reference to the specific provisions of this Agreement in respect of which such Loss shall have occurredit seeks indemnification. If It is agreed that no delay on the part of any claim, action, suit or proceeding is asserted or instituted by 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 in notifying the Indemnifying Party of such claim, action, suit or proceeding and tender to shall relieve the 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 6.2 shall not limit the obligation of the Indemnifying Party under this Article 6from its obligations hereunder, except to the extent such said Indemnifying Party is actually prejudiced therebyby such failure to give notice. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim or the estimated amount of Damages described in such Claim Notice, or fails to notify the Indemnified Party within thirty (30) days after delivery of such Claim Notice whether the Indemnifying Party disputes the claim or the estimated amount of Damages described in such Claim Notice, the estimated Damages in the amount specified in the Indemnified Party’s Claim Notice (an “Undisputed Indemnity Amount”) will be conclusively deemed a Liability of the Indemnifying Party and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party. If the Indemnifying Party has timely disputed its liability with respect to such claim or the estimated amount of Damages, the dispute shall be resolved, and the amount, if any, of Damages payable by the Indemnifying Party to the Indemnified Party (a “Resolved Indemnity Amount”) shall be determined, in accordance with Section 11.6. The provisions of this Section 10.3 do not apply to Third Party Actions.

Notice of Claims. If either a Buyer Indemnified Party, on the one hand, or a Seller Indemnified Party, on the other hand (such Buyer a) Any Parent Indemnified Party on the one hand and such Seller or Stockholder Indemnified Party on (the other hand being hereinafter referred "INDEMNIFIED PARTY") seeking indemnification hereunder shall, within the relevant limitation period provided for in SECTION 9.1 above, give to as an “Indemnified Party”), has suffered or incurred any Losses for which the party obligated to provide indemnification may be sought under this Article 6, the to such Indemnified Party shall so notify the other party from whom indemnification is sought under this Article 6 (the “Indemnifying Party”"INDEMNITOR") promptly a notice (a "CLAIM NOTICE") describing in writing describing reasonable detail the facts giving rise to any claims for indemnification hereunder and shall include in such Loss, Claim Notice (if then known) the amount or estimated amount thereof, if known or reasonably capable of estimation, and the method of computation of the amount of such Lossclaim, all with reasonable particularity and containing a reference to the provisions 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 which such Loss shall have occurred. If any claim, action, action at law or suit or proceeding is asserted or instituted in equity by or against Licensee or a Third Party with respect third Person as to which an Indemnified Party intends to claim any Loss under this Article 6indemnification will be sought shall be given promptly after the action or suit is commenced; and PROVIDED FURTHER, such Indemnified Party shall promptly notify the Indemnifying Party of such claim, action, suit or proceeding and tender to the Indemnifying Party the defense of such claim, action, suit or proceeding. A that failure by an Indemnified Party to give such notice and to tender the defense of such claim, action, suit or proceeding in a timely manner pursuant to this Section 6.2 shall not limit relieve the obligation Indemnitor of the Indemnifying Party under this Article 6, its obligations hereunder except to the extent it shall have been prejudiced by such Indemnifying Party is actually prejudiced therebyfailure. All notices to be given by the Parent Indemnified Parties to the Stockholders under this ARTICLE IX shall be deemed properly given if delivered to the Stockholders' Representative and the Escrow Agent in accordance with the provisions of the Escrow Agreement and all notices to be given by the Stockholder Indemnified Parties to Parent under this ARTICLE IX shall be deemed properly given if delivered to Parent in accordance with the provisions of SECTION 10.2 of this Agreement.

Notice of Claims. If either a Buyer an Assignee Indemnified Party, on the one hand, or a Seller an Assignor Indemnified Party, on the other hand (such Buyer Assignee Indemnified Party on the one hand and such Seller Assignor 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 6‎‎‎‎Article 5, the Indemnified Party shall so notify the other party from whom indemnification is sought under this Article 6 ‎‎‎‎Article 5 (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 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 or against Licensee or a Third Party with respect to which an Indemnified Party intends to claim any Loss under this Article 6‎‎‎‎Article 5, such Indemnified Party shall promptly notify the Indemnifying Party of such claim, action, suit or proceeding and tender to the 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 6.2 ‎‎‎Section 5.2 shall not limit the obligation of the Indemnifying Party under this Article 6‎‎‎‎Article 5, except to the extent such Indemnifying Party is actually prejudiced thereby.

Notice of Claims. If either In the case of a Buyer claim for indemnification other than pursuant to Section 7.4 hereof, upon determination by a Purchaser Indemnified Party, on the one hand, Party or a Seller Indemnified Party, on as 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”)case may be, that it has suffered or incurred any Losses a claim for which indemnification may be sought under this Article 6indemnification, the Indemnified Party shall so notify deliver notice of such claim (each, an "INDEMNIFICATION NOTICE") to the other party from whom Indemnifying Party, setting forth in reasonable detail the basis of such claim for indemnification is sought under this Article 6 Section 7.2 or Section 7.3 and the Indemnified Party's reasonable estimate of the dollar amount of such claim (the “"ESTIMATED INDEMNIFICATION AMOUNT"). Upon the Indemnification Notice having been given to 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 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 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 Indemnifying Party shall have thirty (30) days in which to notify the Indemnified Party in writing (the "DISPUTE NOTICE") that the amount of the claim for indemnification is in dispute, setting forth in reasonable detail the basis of such claim, action, suit or proceeding and tender dispute. In the event that a Dispute Notice is not given to the Indemnified Party within the required thirty (30) day period the Indemnifying Party shall be obligated to pay to the Indemnified Party in the amount set forth in the Indemnification Notice within sixty (60) days after the date that the Indemnification Notice had been given to the Indemnifying Party Party. In the defense of such claim, action, suit or proceeding. A failure by event that a Dispute Notice is timely given to an Indemnified Party Party, the parties hereto shall have thirty (30) days to give notice and resolve any such dispute. In the event that such dispute is not resolved by such parties within such period, the parties shall have the right to tender the defense of such claim, action, suit or proceeding in a timely manner pursuant to this pursue all legal remedies available under Section 6.2 shall not limit the obligation of the Indemnifying Party under this Article 6, except to the extent such Indemnifying Party is actually prejudiced thereby8.5.

Notice of Claims. If either a Buyer Indemnified Party, on the one hand, or a 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 6ARTICLE 8, the Indemnified Party shall so notify the other party from whom indemnification is sought under this Article 6 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 reference to the provisions of this Agreement or the other Transaction Document (or the Bill of Sale) in respect of which such Loss shall have occurred. If any claim, action, suit or proceeding is asserted or instituted by or against Licensee or a Third Party with respect to which an Indemnified Party intends to claim any Loss under this Article 6Section 8.2, such Indemnified Party shall promptly notify the Indemnifying Party of such claim, action, suit or proceeding and tender to the 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 6.2 8.2 shall not limit the obligation of the Indemnifying Party under this Article 6ARTICLE 8, except to the extent such Indemnifying Party is actually prejudiced thereby.

Notice of Claims. If either a Buyer Indemnified Party, on the one hand, Any Purchaser Indemnitee or a 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”), Indemnitee claiming that it has suffered or incurred any Losses Loss for which indemnification it may be sought entitled to indemnification under this Article 6, ARTICLE VIII (the “Indemnified Party”) shall give prompt written notice to the Party shall so notify the other party from whom indemnification is sought under this Article 6 (the “Indemnifying Party”) promptly in writing describing 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 Lossnotice 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 thereof, of such Losses (if known or reasonably capable of estimation, ) and the method of computation of such LossLosses, all with reasonable particularity and containing 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 any claim, action, suit Claim is based on any Action (in equity or proceeding is asserted or at law) instituted by or against Licensee or a Third Party with respect to which an the Indemnified Party intends to claim any Loss under this Article 6ARTICLE VIII (a “Third Party Claim”), such the Indemnified Party shall promptly notify (the “Third Party Claim Notice”) the Indemnifying Party of such claim, action, suit or proceeding Third Party Claim and offer to tender to the Indemnifying Party the defense of such claim, action, suit or proceedingThird Party Claim. A failure by an the Indemnified Party to give written notice and of any Claim or to offer to tender the defense of such claim, action, suit or proceeding any Third Party Claim in a timely manner pursuant to this Section 6.2 8.03 shall not limit the obligation of the Indemnifying Party under this Article 6ARTICLE VIII, except (a) to the extent such Indemnifying Party is actually prejudiced therebythereby or (b) as provided in Section 8.05.

Notice of Claims. If either a Any Buyer Group Member or Seller Group Member ---------------- (the "Indemnified Party, on the one hand") seeking indemnification hereunder with respect to a ----------------- Claim, or with respect to a Seller Indemnified PartyLoss or Expense, on shall give to the other hand (party obligated to provide indemnification to 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 6, the Indemnified Party shall so notify the other party from whom indemnification is sought under this Article 6 (the “Indemnifying Party”"Indemnitor") promptly a notice ---------- (a "Claim Notice") describing in writing describing reasonable detail the Claim or the facts giving ------------ rise to the Loss or Expense or other entitlement for indemnification hereunder and shall include in such Loss, Claim Notice (if then known) the amount or estimated amount thereof, if known or reasonably capable of estimation, and the method of computation of the amount of such LossLoss or Expense, all with reasonable particularity and containing a reference to the provisions provision of this Agreement or any other agreement, document or instrument executed hereunder or in connection herewith upon which such right to indemnification is based; provided, however, that a Claim Notice in respect of -------- ------- any Claim as to which indemnification will be sought shall be given promptly after any action or suit is commenced; provided further that failure to give -------- ------- such Loss notice shall not relieve the Indemnitor of its obligations hereunder except to the extent it shall have occurredbeen prejudiced by such failure. If After the giving of any claimClaim Notice pursuant hereto, action, suit or proceeding is asserted or instituted by or against Licensee or a Third Party with respect the amount of indemnification to which an Indemnified Party intends to claim any Loss shall be entitled under this Article 68 shall be determined: (i) by the written agreement between the --------- Indemnified Party and the Indemnitor; (ii) by a final, such binding and non- appealable order of a court of competent jurisdiction; or (iii) by any other means to which the Indemnified Party and the Indemnitor shall agree. The Indemnified Party shall promptly notify have the Indemnifying Party burden of such claim, action, suit or proceeding proof in establishing the amount of Loss and tender to the Indemnifying Party the defense of such claim, action, suit or proceeding. A failure Expense suffered 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 6.2 shall not limit the obligation of the Indemnifying Party under this Article 6, except to the extent such Indemnifying Party is actually prejudiced therebyit.

Notice of Claims. If either a Buyer Indemnified Party, on the one hand, or a 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 Loss for which indemnification may be sought under this Article 6, the 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 party has knowledge that 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. If any claim, action, suit or proceeding is asserted or instituted by or against Licensee or a Third Party (a “Third Party Claim”) 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 Indemnifying Party of such claim, action, suit or proceeding and tender to the Indemnifying Party the defense of such claim, action, suit or proceeding. A failure by an Indemnified Party to give timely notice and to tender the defense of such claim, action, suit or proceeding in a timely manner pursuant to this Section 6.2 shall not limit the obligation of the Indemnifying Party under this Article 6, except to the extent such Indemnifying Party is actually prejudiced thereby.

Notice of Claims. If either a Buyer Indemnified Party, on The parties shall reasonably cooperate with each other to divide any Actions that arise after the one hand, or a Seller Indemnified Party, on Effective Time to ensure that Save-A-Lot is responsible for handling the Save-A-Lot Specified Actions and any matters that primarily relate to the Save-A-Lot Business and Supervalu is responsible for handling any 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 6, the Indemnified Party shall so notify the other party from whom indemnification is sought under this Article 6 (the “Indemnifying Party”) promptly in writing describing such Loss, the amount or estimated amount thereof, if known or reasonably capable of estimationActions, and the method of computation of Party responsible for such Loss, all with Action shall use commercially reasonable particularity and containing a reference efforts to have the other Party removed from such Action to the provisions extent such other Party should not have been named to such Action. In furtherance and not in limitation of the foregoing, if, at or following the date of this Agreement in respect Agreement, an Indemnitee shall receive notice or otherwise learn of which the assertion by a Person (including any Governmental Authority) who is not a member of the Supervalu Group or the Save-A-Lot Group of any claim or of the commencement by any such Loss shall have occurred. If Person of any claimAction (collectively, action, suit or proceeding is asserted or instituted by or against Licensee or a Third “Third-Party Claim”) with respect to which an Indemnified Indemnifying Party intends may be obligated to claim provide indemnification to such Indemnitee pursuant to Section 4.2 or Section 4.3, or any Loss under other Section of this Article 6Agreement or any Ancillary Agreement (other than the Services Agreement), such Indemnified Indemnitee shall give such Indemnifying Party written notice thereof as soon as practicable, but in any event within twenty (20) days (or sooner if the nature of the Third-Party Claim so requires) after becoming aware of such Third-Party Claim. If, at or following the date of this Agreement, either Party shall promptly notify receive notice or otherwise learn of the assertion of a Third Party Claim that involves or would reasonably be expected to involve both a material Save-A-Lot Liability and a material Supervalu Liability (a “Shared Third-Party Claim”), then such Party shall give the other Party written notice thereof as soon as practicable, but in any event within twenty (20) days (or sooner if the nature of the Shared Third-Party Claim so requires) after becoming aware of such Shared Third-Party Claim. Any such notice shall describe the Third-Party Claim in reasonable detail, including the facts and circumstances giving rise to such claim for indemnification, and include copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim. Notwithstanding the foregoing, the failure of an Indemnitee to provide notice in accordance with this Section 4.5(a) shall not relieve an Indemnifying Party of such claim, action, suit or proceeding and tender to the 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 6.2 shall not limit the obligation of the Indemnifying Party its indemnification obligations under this Article 6Agreement, except to the extent such to which the Indemnifying Party is actually prejudiced therebyby the Indemnitee’s failure to provide notice in accordance with this Section 4.5(a).

Notice of Claims. If either a Buyer Indemnified Party, on the one hand, or a 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 DEFENSE OF THIRD PARTY. A party claiming indemnification may be sought under this Article 6XII (the "ASSERTING PARTY") must notify (in writing, in reasonable detail and within a reasonable period of time after the Indemnified Asserting Party shall so notify becomes aware of such claim) the other party from whom which indemnification is sought under this Article 6 (the “Indemnifying Party”"DEFENDING PARTY") promptly in writing describing of the nature and basis of such Lossclaim for indemnification. If such claim relates to a THIRD PARTY CLAIM, the amount or estimated amount thereof, if known or reasonably capable of estimation, Defending Party 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 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 Asserting Party shall promptly notify the Indemnifying Party of such claim, action, suit or proceeding decide which party will assume and tender to the Indemnifying Party control the defense of the Third Party Claim at its own expense with counsel selected by the Defending Party from and after such claim, action, suit time as the Defending Party unconditionally agrees in writing that the Defending Party shall be obligated under the terms of its indemnity hereunder in connection with such Third Party Claim Such agreement shall not be deemed an admission of liability as against any such third party. If the Defending Party does agree in writing or proceeding. A failure by an Indemnified Party to give notice and to tender assume the defense of such claimas set forth above, action, suit or proceeding in a timely manner the Third Party Claim pursuant to this Section 6.2 12.03, the Asserting Party shall not limit have the obligation right (i) to control the defense thereof and (ii), if the Asserting Party shall have notified the Defending Party of the Indemnifying Asserting Party's intention to negotiate a settlement of the Third Party under this Article 6, except Claim (at the Defending Party's expense to the extent the matter is determined to be subject to this indemnification), which notice shall include the material terms of any proposed settlement in reasonable detail, to settle the Third Party Claim (at the Defending Party's expense to the extent the matter is determined to be subject to indemnification hereunder) on terms not materially inconsistent with those set forth in such Indemnifying notice, unless the Defending Party is actually prejudiced therebyshall have notified the Asserting Party in writing of the Defending Party's election to assume liability for and the defense of the Third Party Claim pursuant to this Section 12.03 within ten days after receipt of such notice, and the Defending Party promptly thereafter shall have taken appropriate action to implement such defense. The Asserting Party shall not be entitled to settle any such Third Party Claim pursuant to the preceding sentence unless such settlement includes an unconditional release of the Defending Party by the Third party claimant on account thereof, PROVIDED that such requirement shall be deemed waived to the extent that the Defending Party does not undertake to provide and promptly execute and, concurrently with delivery of any such release, deliver a corresponding release of the third party claimant with respect to such Third Party Claim. The Asserting Party and the Defending Party shall use all reasonable efforts to cooperate fully with respect to the defense and settlement of any Third Party Claim covered by this Article XII.

Notice of Claims. If either a Buyer Indemnified Party, on the one hand, or a 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 Loss for which indemnification may be sought under this Article 6, the Indemnified Party shall so notify the other party from whom indemnification is sought under this Article 6 (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 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 or against Licensee or a Third Party (a “Third Party Claim”) with respect to which an Indemnified Party intends to claim any Loss under this Article 6, such Indemnified Party shall promptly notify the Indemnifying Party of such claim, action, suit or proceeding and tender to the Indemnifying Party the defense of such claim, action, suit or proceeding. A failure by an Indemnified Party to give timely notice and to tender the defense of such claim, action, suit or proceeding in a timely manner pursuant to this Section 6.2 shall not limit the obligation of the Indemnifying Party under this Article 6, except to the extent such Indemnifying Party is actually prejudiced thereby.

Notice of Claims. If 8.5.1 If, at any time on or prior to the Claims Deadline, either the Company Indemnified Parties or the Parent Indemnified Parties, as the case may be (each, an "Indemnitee"), shall assert a Buyer Indemnified Party, on the one hand, or a Seller Indemnified Party, on claim against the other hand (the "Indemnifying Party") for indemnification pursuant to Section 8, such Buyer Indemnified Indemnitee shall submit to the Indemnifying Party on a written claim in good faith signed by an authorized officer of Parent or the one hand Company or the requisite number of Shareholders under Section 8.7, as applicable, stating: (i) that an Indemnitee incurred or reasonably believes it may incur Damages and the reasonable estimate of the amount of any 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 6Damages; (ii) in reasonable detail, the Indemnified Party shall so notify facts alleged as the other party from whom indemnification is sought under this Article 6 (the “Indemnifying Party”) promptly in writing describing basis for such Loss, the amount or estimated amount thereof, if known or reasonably capable of estimation, claim and the method of computation of such Loss, all with reasonable particularity and containing a reference to the provisions 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 Shareholders or Parent Shareholders (as defined in Section 8.6.2), as applicable, are entitled with respect of to such Damages, which such Loss shall have occurredbe determined as provided in Section 8.6below. If the claim is for Damages which the Indemnitee reasonably believes may be incurred or are otherwise unliquidated, the written claim of the applicable Indemnitee shall state the reasonable estimate of such Damages, in which event a claim shall be deemed to have been asserted under this Section 8in the amount of such estimated Damages, but no distribution of additional shares of Parent Common Stock pursuant to Section 8.6 below shall be made until such Damages have actually been incurred. 8.5.2 In the event that any claim, action, suit or proceeding is asserted or instituted by or brought against Licensee or a Third Party any Indemnitee with respect to which an Indemnified Indemnifying Party intends to claim any Loss may have liability under this Article 6Section 8, such Indemnified Party shall promptly notify the Indemnifying Party of shall have the right, at its cost and expense, to defend such claim, action, suit or proceeding in the name and tender on behalf of the Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel, with fees and expenses paid by the Indemnifying Party, if representation of the Indemnitee by counsel retained by Indemnifying Party would be inappropriate because of actual or potential differing interests between Indemnitee and the Indemnifying Party. In connection with any action, suit or proceeding subject to Section 8, 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 claim, action, suit or proceeding. A failure by No Indemnifying Party shall, without the prior written consent of the applicable Indemnitee, 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 Indemnified Party to give notice irrevocable and to tender the defense unconditional release of such claim, action, suit Indemnitee for any liability arising out of such claim or proceeding in a timely manner pursuant to this Section 6.2 shall not limit the obligation of the Indemnifying Party under this Article 6, except to the extent such Indemnifying Party is actually prejudiced thereby.demand. 8.6

Notice of Claims. If either a Buyer Indemnified Party, on the one hand, or a Seller Indemnified Party, on the other hand (such Buyer a) Any Search Indemnified Party on seeking indemnification hereunder shall give to the one hand Indemnifying Party a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to any Claim and shall include in 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 6, the Indemnified Party shall so notify the other party from whom indemnification is sought under this Article 6 Claim Notice (the “Indemnifying Party”if then known) 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 the amount of such LossClaim; provided, all with reasonable particularity and containing that a reference to the provisions of this Agreement Claim Notice in respect of which such Loss shall have occurred. If any claim, action, action at law or suit or proceeding is asserted or instituted in equity by or against Licensee or a Third Party with respect third person as to which an Indemnified Party intends further, that failure to claim any Loss under this Article 6, give such Indemnified Party notice shall promptly notify not relieve the Indemnifying Party of such claim, action, suit or proceeding and tender to the 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 6.2 shall not limit the obligation of the Indemnifying Party under this Article 6, its obligations hereunder except to the extent it shall have been materially prejudiced by such failure. (b) After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which a Search Indemnified Party shall be entitled under this Section 10 shall be determined, to the extent feasible: (i) by the written agreement between the Search Indemnified Party and the Indemnifying Party; (ii) by a binding nonappealable award in an arbitration proceeding; (iii) by a final judgment or decree of any court of competent jurisdiction; or (iv) by any other means to which the Search Indemnified Party and the Indemnifying Party is actually prejudiced thereby.shall agree. The judgment or decree of a court 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. Notwithstanding the foregoing, unless the Indemnifying Parties dispute the coverage of the Claim by this Section 10, the Search Indemnified Party shall be entitled to receive from the Escrow Fund its costs and expenses incurred regarding investigating and defending any such Claim regardless of whether the parties have agreed to the exact amount of indemnification coverage as set forth above in this Section 10.2(b). 10.3

Notice of Claims. If either any claim is made by or against a Buyer Indemnified Partyparty which, on the one handif sustained, or would give rise to a 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 6, the Indemnified Party shall so notify liability of the other party from whom indemnification is sought under this Article 6 Section 8, that party (the “Claiming Party”) will promptly cause a written notice of the claim to be delivered to the other party (the “Indemnifying Party”) promptly in writing describing such Lossand will afford the Indemnifying Party and its counsel who is reasonably determined to be qualified and approved by the Claiming Party, at the Indemnifying Party’s sole expense, the amount opportunity to defend or estimated amount thereofsettle the claim (and, if known with respect to claims made by third parties, the Claiming Party will have the right to participate in the defense or reasonably capable settlement of estimationsuch claim at its sole expense). Any notice of a claim will state, with reasonable specification, the alleged basis for the claim and the method amount 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 liability asserted or instituted by or against Licensee the other party by reason of the claim. If such notice is not given, it will not release the Indemnifying Party, in whole or a Third Party with respect to which an Indemnified Party intends to claim any Loss in part, from its obligations under this Article 6, such Indemnified Party shall promptly notify the Indemnifying Party of such claim, action, suit or proceeding and tender to the 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 6.2 shall not limit the obligation of the Indemnifying Party under this Article 68, except to the extent that the 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 Claiming Party without the Indemnifying Party’s prior written consent; provided however, if notice is actually prejudiced therebygiven and the Indemnifying Party fails to assume the defense of the claim within fifteen (15) days thereof, the claim may be defended, compromised or settled by the Claiming Party without the consent of the Indemnifying Party and the 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 Aggregate Net Loss by reducing the amounts due under the Cash Holdback Portion under Section 1.2(c). Such reduction shall be deemed to be the payment of such payments. The Sellers agree and acknowledge that they shall not be entitled to be indemnified by, or receive contribution from, the Company with respect to any indemnification claims made against them hereunder.

Notice of Claims. If either a Buyer Indemnified Party, on claim (a “Claim”) is proposed to be made by a party entitled to indemnification hereunder (the one hand, or a 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”) against the party from which indemnification is claimed (the “Indemnifying Party”), has suffered the Indemnified Party shall give written notice (a “Claim Notice”) to the Indemnifying Party as soon as practicable after the Indemnified Party becomes aware of any fact, condition or incurred any Losses event which may give rise to a Loss for which indemnification may be sought under this Article 6, the Indemnified Party shall so notify the other party from whom indemnification is sought under this Article 6 (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 reference to the provisions of this Agreement in respect of which such Loss shall have occurredXIII. If any claim, action, suit or legal proceeding is asserted or instituted by or commenced against Licensee or a Third Party with respect any party entitled to which an Indemnified Party intends to claim any Loss under this Article 6the benefit of indemnity hereunder, such Indemnified Party written notice thereof shall promptly notify the Indemnifying Party of such claim, action, suit or proceeding and tender be given to the Indemnifying Party as promptly as practicable (and in any event within ten (10) Business Days after the defense service of such claim, action, suit the citation or proceedingsummons). A The failure by an of any Indemnified Party to give timely notice and to tender the defense of such claim, action, suit or proceeding in a timely manner pursuant to this Section 6.2 hereunder shall not limit the obligation of the Indemnifying Party under this Article 6affect rights to indemnification hereunder, except to the extent that the Indemnifying Party demonstrates actual prejudice caused by such failure. Notwithstanding the foregoing, a Claim Notice that relates to a representation or warranty that is subject to the survival period set forth in Section 13.1 must be made within such survival period, whether or not the Indemnifying Party is actually prejudiced therebyby any failure to give a Claim Notice relating thereto. A Claim Notice shall describe in reasonable detail the nature of the Claim, including an estimate of the amount of Losses that have been or may be suffered or incurred by the Indemnified Party attributable to such Claim, the basis of the Indemnified Party’s request for indemnification under this Agreement and all information in the Indemnified Party’s possession relating to such Claim.

Notice of Claims. If either a Buyer Indemnified Party, on the one hand, Any Collegium Indemnitee or a 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”), Depomed Indemnitee claiming that it has suffered or incurred any Losses Loss for which indemnification it may be sought entitled to indemnification under this Article 6, 12 (the “Indemnified Party Party”) shall so notify give prompt written notice to the other party from whom indemnification is sought under this Article 6 (the “Indemnifying Party”) promptly in writing describing of the matter, action, cause of action, claim, demand, fact or other circumstances upon which a claim for indemnification under this Article 12 (each, a “Claim”) may be based. Such notice shall contain, with respect to each Claim, such Lossfacts 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 thereof, of such Losses (if known or reasonably capable of estimation, ) and the method of computation of such LossLosses, 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 is based on any action, claim, action, suit or proceeding is asserted (in equity or at law) instituted by or against Licensee or a Third Party with respect to which an the Indemnified Party intends to claim Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions marked [***]. any Loss under this Article 612 (a “Third Party Claim”), such the Indemnified Party shall promptly notify (the “Third Party Claim Notice”), in writing, the Indemnifying Party of such claim, action, suit or proceeding Third Party Claim and offer to tender to the Indemnifying Party the defense of such claim, action, suit or proceedingThird Party Claim. A failure by an the Indemnified Party to give written notice of and to offer to tender the defense of such claim, action, suit or proceeding any Third Party Claim in a timely manner pursuant to this Section 6.2 12.3 shall not limit the obligation of the Indemnifying Party under this Article 612, except (a) to the extent such Indemnifying Party is actually prejudiced therebythereby or (b) as provided in Section 12.5.

Notice of Claims. If either Promptly after receipt by an PTC Indemnitee of notice of any complaint by a Buyer Indemnified Party, on third party or the one hand, or a 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 commencement of any Losses for which indemnification may be sought under this Article 6, the Indemnified Party shall so notify the other party from whom indemnification is sought under this Article 6 (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 reference to the provisions of this Agreement in respect of which such Loss shall have occurred. If any claim, action, suit action or proceeding is asserted or instituted by or against Licensee or a Third third party (each, a "Third-Party Claim") that may result in a Loss with respect to which an Indemnified Party intends to such PTC Indemnitee may claim any Loss indemnification under this Article 6Section 8, such Indemnified the PTC Indemnitee shall give written notice (a "Third-Party shall promptly notify the Indemnifying Party of such claim, action, suit or proceeding and tender Demand") to the Stockholder Representative on behalf of the Securityholders obligated to provide indemnification under this Section 8 (each, an "Indemnifying Party the defense of such claim, action, suit or proceeding. A failure by an Indemnified Party to give notice Party") and to tender the defense of such claim, action, suit or proceeding in a timely manner Escrow Agent. In the event any PTC Indemnitee seeks indemnification pursuant to this Section 6.2 8 other than in connection with a Third-Party Claim, such PTC Indemnitee shall not limit send a written notice of the obligation respective Loss, or of any circumstance that with the lapse of time and/or the occurrence of any other event or circumstance, may give rise to a Loss (together with any Third-Party Demand, a "Demand") to the Stockholder Representative on behalf of the Indemnifying Parties and to the Escrow Agent. Any Demand delivered pursuant to this Section 8.3(a) shall (i) describe the basis for such Demand in reasonable detail and (ii) indicate the amount (reasonably estimated, if appropriate) of the Loss that has been or may be suffered by the PTC Indemnitee. No delay or failure to give any such notice by any PTC Indemnitee shall relieve any Indemnifying Party under this Article 6from any obligation hereunder or otherwise prejudice any claim capable of being made against the Escrow Funds (provided that such Demand is made before the Claims Termination Date), except to the extent such that the Indemnifying Party is actually materially prejudiced thereby.

Notice of Claims. If either an Indemnitee receives notice or otherwise learns of the assertion by a Buyer Indemnified PartyPerson (including any Governmental Entity) that is not a Parent or any of their respective Affiliates of any claim or of the commencement by any such Person of any Proceeding with respect to which an Indemnifying Party may be obligated to provide indemnification (collectively, on the one hand, or a Seller Indemnified Party, on the other hand (such Buyer Indemnified “Third-Party on the one hand and such Seller Indemnified Party on the other hand being hereinafter referred to as an “Indemnified PartyClaim”), such Indemnitee will give such Indemnifying Party prompt written notice (a “Claims Notice”) thereof but in any event within 30 calendar days after becoming aware of such Third-Party Claim. Any such notice will describe the Third-Party Claim in reasonable detail, stating the nature, basis for indemnification and the amount thereof, to the extent known, along with copies of any relevant documents evidencing such Third-Party Claim. Notwithstanding the foregoing, the delay or failure of any Indemnitee or other Person to give notice as provided in this Section 7.04(b)(i) will not relieve the related Indemnifying Party of its obligations under this Article VII, except to the extent that such Indemnifying Party is actually prejudiced by such delay or failure to give notice. (xxvi) Opportunity to Defend. The Indemnifying Party has suffered or incurred the right, exercisable by written notice to the Indemnitee within 90 days after receipt of a Claims Notice from the Indemnitee of the commencement of any Losses for Third-Party Claim in respect of which indemnification indemnity may be sought under this Article 6VII, the Indemnified Party shall so notify the other party from whom indemnification is sought under this Article 6 (the “Indemnifying Party”) promptly in writing describing such Loss, the amount or estimated amount thereof, if known or reasonably capable of estimation, to assume 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 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 Indemnifying Party of such claim, action, suit or proceeding and tender to the Indemnifying Party conduct the defense of such claimThird-Party Claim in accordance with the limits set forth in this Agreement with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnitee; provided, however, that (A) the Third-Party Claim does not relate to or arise in connection with any criminal proceeding, action, suit indictment, allegation or proceeding. A failure by an Indemnified investigation, (B) the Third-Party Claim solely seeks (and continues to give notice seek) monetary damages and/or equitable relief (with or without monetary damages) which equitable relief would not reasonably be expected to affect in any material and adverse respect the operations of the Indemnitee, and (C) the Indemnifying Party expressly agrees with the Indemnitee in writing to tender be responsible for all of the Losses (which may be subject, however, to the limitations set forth in this Article VII, including the limitations set forth in Section 7.06(c)) that arise from the Third-Party Claim within 180 days of assuming the defense of such claimThird-Party Claim (the conditions set forth in clauses (A) through (C), actioncollectively, suit the “Litigation Conditions”). For purposes of clause (C) of the preceding sentence, if a Third-Party Claim consists of multiple claims by a plaintiff or proceeding group of plaintiffs, and it is reasonably practicable for an Indemnifying Party to control the defense of a subset of such claims, the Indemnifying Party may elect to agree to be responsible for only all of the Losses that arise from such subset of claims, and may elect to control the defense of only such subset of claims, provided that the other Litigation Conditions set forth in clauses (A) and (B) of the preceding sentence are satisfied. If the Indemnifying Party does not assume the defense of a timely manner pursuant to Third-Party Claim in accordance with this Section 6.2 shall 7.04(b), the Indemnitee may continue to defend the Third-Party Claim. If the Indemnifying Party has assumed the defense of a Third-Party Claim as provided in this Section 7.04(b), the - 56 - Indemnifying Party will not limit be liable for any legal expenses subsequently incurred by the obligation Indemnitee in connection with the defense of the Third-Party Claim; provided, however, that if (x) any of the Litigation Conditions ceases to be met or (y) the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Third-Party Claim, the Indemnitee may assume its own defense, and the Indemnifying Party will be liable for all reasonable costs or expenses thereafter incurred in connection with such defense. The Indemnifying Party or the Indemnitee, as the case may be, has the right to participate in (but, subject to the prior sentence, not control), at its own expense, the defense of any Third-Party Claim that the other is defending as provided in this Agreement. The Indemnifying Party, if it has assumed the defense of any Third-Party Claim as provided in this Agreement, may not, without the prior written consent of the Indemnitee (which consent will not be unreasonably withheld, conditioned or delayed), consent to a settlement of, or the entry of any judgment arising from, any such Third-Party Claim that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a complete release from all liability in respect of such Third-Party Claim. The Indemnitee has the right to settle any Third-Party Claim, the defense of which has not been assumed by the Indemnifying Party, with the prior written consent of the Indemnifying Party under this Article 6Party, except not to the extent such Indemnifying Party is actually prejudiced thereby.be unreasonably withheld, conditioned or delayed. (e)

Notice of Claims. If either Promptly after receipt by a Buyer Serologicals Indemnified Party, on the one hand, Party or a Seller Indemnified Party, on the other hand (such Buyer Shareholder Indemnified Party on the one hand and such Seller Indemnified Party on the other hand being (hereinafter collectively referred to as an “"Indemnified Party”") of notice by a third party (including any Governmental Entity) of any complaint or the commencement of any audit, investigation, action or proceeding with respect to which such Indemnified Party may be entitled to receive payment from the other Party for any Serologicals Losses or any Shareholder Losses (as the case may be), has suffered such Indemnified Party will notify Serologicals or incurred the Shareholder Representative, as the case may be (the "Indemnifying Party"), promptly following the Indemnified Party's receipt of such complaint or of notice of the commencement of such audit, investigation, action or proceeding or if such claim for indemnification does not arise from a complaint, audit, investigation, action or proceeding, promptly following the Indemnified Party's discovery of such event or occurrence giving rise to the indemnification claim; provided, however, that the failure to so notify the Indemnifying Party will relieve the Indemnifying Party from liability under this Agreement with respect to such claim only if, and only to the extent that, such failure to notify the Indemnifying Party results in the forfeiture by the Indemnifying Party of rights and defenses otherwise available to the Indemnifying Party with respect to such claim. The Indemnifying Party will have the right, upon written notice delivered to the Indemnified Party within fifteen days thereafter, to assume the defense of such audit, investigation, action or proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of the fees and disbursements of such counsel. In the event, however, that the Indemnifying Party declines or fails to assume the defense of the audit, investigation, action or proceeding on the terms provided above within such fifteen day period, then such Indemnified Party may employ counsel to represent or defend it in any Losses such audit, investigation, action or proceeding and the Indemnifying Party will pay the reasonable fees and disbursements of such counsel as incurred; provided, however, that the Indemnifying Party will not be required to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any jurisdiction in any single audit, investigation, action or proceeding. In any audit, investigation, action or proceeding with respect to which indemnification may be is being sought under this Article 6hereunder, the Indemnified Party shall so notify or the other party from whom indemnification is sought under this Article 6 (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 reference to the provisions of this Agreement in respect of which such Loss shall have occurred. If any claim, action, suit or proceeding whichever is asserted or instituted by 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 Indemnifying Party of such claim, action, suit or proceeding and tender to the Indemnifying Party not assuming the defense of such claim, action, suit or proceeding. A failure by an Indemnified Party will have the right to give notice participate in such matter and to tender retain its own counsel at such Party's own expense. The Indemnifying Party or the Indemnified Party, as the case may be, will at all times use reasonable efforts to keep the Indemnifying Party or the Indemnified Party, as the case may be, reasonably apprised of the status of the defense of such claim, action, suit or proceeding any matter the defense of which they are maintaining and to cooperate in a timely manner pursuant to this Section 6.2 shall not limit the obligation of the Indemnifying Party under this Article 6, except good faith with each other with respect to the extent defense of any such Indemnifying Party is actually prejudiced therebymatter.

Notice of Claims. If either a Buyer Indemnified Party, on the one hand, or a Seller Indemnified Party, on the other hand (such a) Any Buyer Indemnified Party on the one hand and such or Seller Indemnified Party on (the other hand being hereinafter referred to as an “"Indemnified Party”)") seeking indemnification hereunder shall, has suffered or incurred any Losses within the relevant limitation period provided for which in Section 7.1 above, give to the party obligated to provide indemnification may be sought under this Article 6, the to such Indemnified Party shall so notify the other party from whom indemnification is sought under this Article 6 (the “Indemnifying Party”"Indemnitor") promptly a notice (a "Claim Notice") describing in writing describing reasonable detail the facts giving rise to any claims for indemnification hereunder and shall include in such Loss, Claim Notice (if then known) the amount or estimated amount thereof, if known or reasonably capable of estimation, and the method of computation of the amount of such Lossclaim, all with reasonable particularity and containing a reference to the provisions provision of this Agreement or any agreement, document or instrument executed pursuant hereto or in connection herewith upon which such claim is based; provided, that a Claim Notice in respect of which such Loss shall have occurred. If any claim, action, action at law or suit or proceeding is asserted or instituted in equity by or against Licensee a third Person as to which indemnification will be sought shall be given promptly after the action or a Third suit is commenced; and provided further, that failure to give such notice shall not relieve the Indemnitor of its obligations hereunder except to the extent that Indemnitor shall have been prejudiced by such failure. (b) The Indemnitor shall have thirty (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 in immediately available funds or (ii) to provide such Indemnified Party with respect to which an Indemnified Party intends to claim any Loss under this Article 6notice that it disagrees with the amount or method of determination set forth in the Claim Notice (the "Dispute Notice"). Within thirty (30) days after the giving of the Dispute Notice, a representative of Indemnitor and such Indemnified Party shall promptly notify the Indemnifying Party of such claim, action, suit or proceeding and tender to the 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 negotiate in a timely manner pursuant bona fide attempt to this Section 6.2 shall resolve the matter. In the event that the controversy is not limit the obligation resolved within sixty (60) days of the Indemnifying Party under this Article 6giving of the Dispute Notice, except the parties shall proceed to binding arbitration administered by the extent American Arbitration Association in accordance with such Indemnifying Party is actually prejudiced thereby.association's rules and procedures. 7.2.4

Notice of Claims. If either an indemnified Party has a Buyer Indemnified PartyClaim for indemnity, on the one handincluding in connection with a Claim asserted against an indemnified Person for which a Party may have an obligation of indemnity and defense under Section 3.2, Section 5.1, Section 6.3, this Article VIII, Article XII, Article XIV or a Seller Indemnified Partyany other provision of this Agreement (each, 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 PartyIndemnity Claim”), has suffered or incurred any Losses for which indemnification may be sought under this Article 6, the Indemnified indemnified Person shall give the indemnifying Party shall so notify prompt written notice of the other party from whom indemnification is sought under this Article 6 Claim setting forth the particulars associated with the Claim (including a copy of the “Indemnifying Party”) promptly in writing describing such Loss, the amount or estimated amount thereofunderlying Third Party Claim, if any) as then known or reasonably capable of estimation, and by 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 occurredindemnified Person (“Indemnity Claim Notice”). If any claim, action, suit or proceeding is asserted or instituted by or against Licensee or a Third Party For Indemnity Claims with respect to which the threshold limitations in Section 8.7 apply, an Indemnified Party intends Indemnity Claim shall be deemed to claim any Loss under this Article 6, such Indemnified Party shall promptly notify the Indemnifying Party of such claim, action, suit or proceeding and tender have been made (subject to the Indemnifying other provisions of Section 8.7) upon the indemnified Person’s providing an initial Indemnity Claim Notice to the indemnifying Party stating that the defense of such claimClaim underlying the Indemnity Claim could reasonably be expected in good faith to exceed the applicable threshold amount. The indemnified Person shall, 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 6.2 shall not limit the obligation of the Indemnifying Party under this Article 6, except to the extent practicable, give an Indemnity Claim Notice within such Indemnifying time as shall allow the indemnifying Party a reasonable period in which to evaluate and timely respond to 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 of, any incremental costs incurred by the indemnified Person with respect to the Indemnity Claim resulting from the failure to give notice; (b) the foregoing shall not extend the time periods set forth in Section 8.7 (if applicable to the Claim), but if an Indemnity Claim Notice is actually prejudiced therebygiven to an indemnifying Party within the applicable time period (if any) with respect to such Claim set forth in Section 8.7, such Indemnity Claim Notice shall be effective, subject to the other 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 either a Buyer Indemnified PartyThe Party seeking indemnification (individually, on the one hand, or a 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 6, the Indemnified Party shall so promptly notify the other party from whom indemnification is sought under this Article 6 Party (the “Indemnifying Party”) promptly in writing describing such Lossof the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made for which the Indemnified Party seeks indemnity, the amount Indemnified Party shall permit the Indemnifying Party, at its option and expense, to assume the complete defense of such Claim, provided that (i) the Indemnified Party will have the right to participate in the defense of any such Claim at its own cost and expense, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or estimated amount involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, as an unconditional term thereof, if known the giving by the claimant or reasonably capable plaintiff to the Indemnified Party of estimation, and a release from all liability in respect thereof. After notice to the method Indemnified Party of computation the Indemnifying Party’s election to assume the defense of such LossClaim, all with reasonable particularity and containing a reference the Indemnifying Party shall be liable to the provisions Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of this Agreement in respect of which such Loss shall have occurredthe Indemnifying Party. If any claim, action, suit or proceeding is asserted or instituted by or against Licensee or a Third Party As to those Claims with respect to which an Indemnified Party intends to claim any Loss under this Article 6, such Indemnified Party shall promptly notify the Indemnifying Party does not elect to assume control of such claimthe defense, action, suit or proceeding and tender to the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the defense Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of such claim, action, suit or proceeding. A failure by an Indemnified Party to give notice and to tender any of the defense of such claim, action, suit or proceeding in a timely manner pursuant to this Section 6.2 shall not limit same without the obligation consent of the Indemnifying Party under this Article 6, except to the extent such Indemnifying Party is actually prejudiced therebyParty.

Notice of Claims. If either The parties agree that in case any claim is made, any suit or action is commenced, or any knowledge is received of a Buyer state of facts which, if not corrected, may give rise to a right of indemnification for such party hereunder ("Indemnified Party, on the one hand, or a Seller Indemnified Party, on ") from the other hand party (such Buyer Indemnified Party on the one hand and such Seller Indemnified Party on the other hand being hereinafter referred to as an “Indemnified "Indemnifying Party”"), has suffered or incurred any Losses for which indemnification may be sought under this Article 6, the Indemnified Party shall so notify the other party from whom indemnification is sought under this Article 6 (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 reference will give written notice 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 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 Indemnifying Party as promptly as practicable after the receipt by the Indemnified Party of notice or knowledge of such claim, actionsuit, action or state of facts. Except as provided in Section 7.05(d), notice to the Indemnifying Party under the preceding sentence shall be given no later than 15 days after receipt by the Indemnified Party of service of process in the event a suit or action has commenced or 30 days under all other circumstances. The failure to give prompt notice shall not relieve an Indemnifying Party of its obligation to indemnify except to the extent the Indemnifying Party is prejudiced by such failure. The Indemnified Party shall make available to the Indemnifying Party and its counsel and accountants at reasonable times and for reasonable periods, during normal business hours, all books and records of the Indemnified Party relating to any such possible claim for indemnification, and each party hereunder will render to the other such assistance, at the expense of the Indemnifying Party, as it may reasonably require of the other in order to insure prompt and adequate defense of any suit, claim or proceeding based upon a state of facts which may give rise to a right of indemnification hereunder. The Indemnifying Party shall have the obligation to defend, and may, subject to Section 7.05(b), compromise and settle any third-party suit, claim or proceeding in the name of the Indemnified Party to the extent that the Indemnifying Party may be liable to the Indemnified Party in connection therewith. The Indemnifying Party shall notify the Indemnified Party within 15 days of having been notified pursuant to this Section 7.05(a) of its assumption of the defense of any such claim, suit or proceeding and tender counsel employed. The Indemnified Party shall have the right to employ its own counsel but the Indemnifying Party the defense fees and expenses of such claim, action, suit or proceeding. A failure by an counsel shall be at the 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 6.2 shall not limit the obligation of the Indemnifying Party under this Article 6, except to the extent such Indemnifying Party is actually prejudiced therebyParty's expense.

Notice of Claims. (a) If either a Buyer Bank One, FDC or an Affiliate of either party (each an "Indemnified PartyParty")shall seek indemnification hereunder, on the one hand, or a 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 6, the Indemnified Party shall so notify give promptly to the other party from whom obligated to provide indemnification is sought under this Article 6 to such Indemnified Party (the “Indemnifying Party”"Indemnitor") promptly a notice (a "Claim Notice") describing in writing describing reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Loss, Claim Notice (if then known) the amount or estimated amount thereof, if known or reasonably capable of estimation, and the method of computation of the amount of such Lossclaim, all with reasonable particularity and containing a reference to the provisions 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 Notice in respect of which such Loss shall have occurred. If any claim, action, action at law or suit or proceeding is asserted or instituted in equity by or against Licensee a third Person as to which indemnification will be sought shall be given promptly after the action or a Third suit is commenced. (b) In calculating any Loss or Expense there shall be deducted (i) any insurance recovery in respect thereof (and no right of subrogation shall accrue hereunder to any insurer) and (ii) the amount of any tax benefit to the Indemnified Party (or any of its Affiliates) with respect to such Loss or Expense (after giving effect to the tax effect of receipt of the indemnification payments). (c) After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which an Indemnified Party intends to claim any Loss shall be entitled under this Article 6X 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, such 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 promptly notify have the Indemnifying Party burden of such claim, action, suit or proceeding proof in establishing the amount of Loss and tender to the Indemnifying Party the defense of such claim, action, suit or proceedingExpense suffered by it. 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 6.2 shall not limit the obligation of the Indemnifying Party under this Article 6, except to the extent such Indemnifying Party is actually prejudiced thereby10.4.

Notice of Claims. If either Upon obtaining actual knowledge of any Claim ---------------- or Damage which has given rise to, or could reasonably give rise to, a Buyer claim for indemnification hereunder, the party seeking indemnification (the "Indemnified Party") shall, on as promptly as reasonably practicable (but in no event later than 30 days) following the one hand, or a Seller Indemnified Party, on date the other hand (such Buyer Indemnified Party on has obtained such knowledge, give written notice (a "Notice of Claim") of such claim to the one hand and such Seller Indemnified Party on the other hand being hereinafter referred to as an “Indemnified Party”), has suffered party or incurred any Losses for parties from which indemnification may is or will be sought under this Article 6, 9 (the "Indemnifying Party"). The Indemnified Party shall so notify the other party from whom indemnification is sought under this Article 6 (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 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 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 Indemnifying Party of such claim, action, suit or proceeding and tender furnish to the Indemnifying Party in good faith and in reasonable detail such information as the defense Indemnified Party may have with respect to such indemnification claim (including copies of such any summons, complaint or other pleading which may have been served on it and any written claim, actiondemand, suit invoice, billing or proceedingother document evidencing or asserting the same). A No failure or delay by an the Indemnified Party to give notice and to tender in the defense performance of such claim, action, suit the foregoing shall reduce or proceeding in a timely manner pursuant to this Section 6.2 shall not limit otherwise affect the obligation of the Indemnifying Party under this Article 6to indemnify and hold the Indemnified Party harmless, except to the extent that such failure or delay shall have materially adversely affected the Indemnifying Party's ability to defend against, settle or satisfy any liability, damage, loss, claim or demand for which such Indemnified Party is actually prejudiced therebyentitled to indemnification hereunder. For purposes of this Section 9.5, (i) a Notice of Claim given in good faith must include to the extent then practicable a good faith estimate of the amount of the claim and (ii) a Notice of Claim shall be deemed to have been given as of the date the Probable Liabilities List is agreed upon or otherwise determined with respect to Liability Claims. Notwithstanding anything to the contrary in this Agreement, no identification of any party as an "Indemnifying Party" for purposes of any of the provisions of this Agreement shall constitute any acknowledgment by such party that it is liable to any Person under this Article 9.

Notice of Claims. If either a Buyer Indemnified Party, on the one hand, or a Seller Indemnified Party, on the other hand A Person entitled to indemnification under this Article 10 (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 ) shall notify the Persons obligated to provide such indemnification may be sought under this Article 6, the Indemnified Party shall so notify the other party from whom indemnification is sought under this Article 6 10 (the “Indemnifying Party”) promptly in writing describing such Loss, promptly after becoming aware of any Damages which an Indemnified Party shall have determined has given rise to a claim for indemnification under this Article 10. Such written notice (a “Claim Notice”) shall include an estimate of the amount or estimated amount thereofDamages, if known or reasonably capable of estimationknown, and the method of computation of such Loss, all with reasonable particularity thereof and containing a reference to the specific provisions of this Agreement in respect of which such Loss shall have occurredit seeks indemnification. If any claim, action, suit or proceeding is asserted or instituted by 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 Indemnifying Party notifies the Indemnified Party that it does not dispute the claim or the estimated amount of Damages described in such Claim Notice, or fails to notify the Indemnified Party within thirty (30) days after receipt of such claim, action, suit or proceeding and tender to Claim Notice whether the Indemnifying Party disputes the defense claim or the estimated amount of Damages described in such claimClaim Notice, action, suit or proceeding. A failure by an the estimated Damages in the amount specified in the Indemnified Party to give notice and to tender the defense of such claim, action, suit or proceeding in Party’s Claim Notice will be conclusively deemed a timely manner pursuant to this Section 6.2 shall not limit the obligation Liability of the Indemnifying Party under this Article 6, except and the Indemnifying Party shall pay the amount of such Damages to the extent such Indemnified Party. If the Indemnifying Party is actually prejudiced therebyhas timely disputed its liability with respect to such claim or the estimated amount of Damages, the dispute shall be resolved, and the amount, if any, of Damages payable by the Indemnifying Party to the Indemnified Party shall be determined, in accordance with Section 12.6. The provisions of this Section 10.3 do not apply to Third Party Actions.

Notice of Claims. If either a (a) Any Buyer Indemnified Party, on Group Member or Seller Group Member (the one hand, or a 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 ) seeking indemnification may be sought under this Article 6, hereunder shall give to the party obligated to provide indemnification to such Indemnified Party shall so notify the other party from whom indemnification is sought under this Article 6 (the “Indemnifying PartyIndemnitor”) promptly a notice (a “Claim Notice”) describing in writing describing reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Loss, Claim Notice the amount or estimated amount thereof, if known or reasonably capable of estimation, and the method of computation of the amount of such Lossclaim, all with reasonable particularity and containing a reference to the provisions 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 which such Loss shall have occurred. If any claim, action, suit or proceeding is asserted or instituted by or against Licensee or a Third Party with respect to which an Indemnified Party intends to claim any Loss under this Article 6, Claim shall be given promptly after such Indemnified Party shall promptly notify the Indemnifying Party has become aware of such claimThird Party Claim; provided, actionfurther, suit or proceeding and tender to the Indemnifying Party the defense of such claim, action, suit or proceeding. A that failure by an Indemnified Party to give such notice and to tender the defense of such claim, action, suit or proceeding in a timely manner pursuant to this Section 6.2 shall not limit relieve the obligation Indemnitor of the Indemnifying Party under this Article 6, its obligations hereunder except to the extent the Indemnitor shall have been prejudiced by such Indemnifying failure (including prejudice to Indemnitor’s right to participate in the defense or resolution of the matter giving rise to the 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 make available any such records, materials or information (i) that is actually prejudiced therebysubject 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 provision thereof to the Indemnitor would violate Requirements of Law) and furnishing employees to assist in the investigation, defense and resolution of such matters.

Notice of Claims. If either (i) a Buyer Indemnified Partyclaim is made or brought by a third party against any Indemnitee (as defined in Section 11.3, on the one hand11.4 or 11.5 hereof) and if such Indemnitee reasonably believes that such claim, if successful, would give rise to a right of set-off or a 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 6XI against an Indemnifying Party, the Indemnified Party shall so notify the other party from whom or (ii) an Indemnitee becomes aware of facts or circumstances establishing that an Indemnitee has experienced or incurred Damages or may experience or incur Damages which will give rise to a right of set-off or indemnification is sought under this Article 6 (the “Indemnifying Party”) promptly in writing describing XI, then 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 Indemnitee shall give written notice 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 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 Indemnifying Party of such claim, action, suit claim for indemnification ("Indemnification Notice") as soon as reasonably practicable but in no event more than thirty (30) days after the Indemnitee has received written notice or proceeding and tender to the Indemnifying Party the defense actual knowledge of such claim, action, suit claim or proceeding. A such facts or circumstances (provided that 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 6.2 an Indemnification Notice shall not limit the Indemnifying Party's indemnification obligation of the Indemnifying Party under this Article 6, hereunder except to the extent such that the delay in giving, or failure to give, the Indemnification Notice adversely affects the Indemnifying Party's ability to defend against a claim described in clause (i) above). To the extent reasonably practicable, the Indemnification Notice will describe the nature, basis and amount of the indemnification claim and include any relevant supporting documentation. If the Indemnifying Party does not object within thirty (30) days after receipt of the Indemnification Notice to the propriety of (i) the indemnification claim described on the Indemnification Notice as being subject to set-off or indemnification pursuant to Section 11.3, 11.4 and (or) 11.5 and (ii) the amount of Damages specified in the Indemnification Notice, the indemnification claim described in the Indemnification Notice shall be deemed to be final and binding upon the Indemnifying Party(ies) (hereinafter, "Permitted Indemnification Claim"). Any undisputed set-off or indemnification claim described in the Indemnification Notice shall be deemed to be final and binding upon the Indemnifying Party(ies) and shall constitute a Permitted Indemnification Claim. If the Indemnifying Party contests the propriety of a set-off or indemnification claim described in the Indemnification Notice and/or the amount of Damages alleged to be associated with such claim, then the Indemnifying Party shall deliver to the Indemnitee an Indemnification Objection Notice detailing all specific objections the Indemnitee has with respect to the indemnification claim described in the Indemnification Notice. If the Indemnifying Party and the Indemnitee are unable to resolve the disputed issues concerning the set-off or indemnification claim within fifteen (15) business days after the date the Indemnifying Party received the Indemnification Objection Notice, the disputed issues will be resolved pursuant to the dispute resolution procedures set forth in Article XII hereof. If any disputed issues ultimately are resolved by an arbitrator pursuant to Section 12.3, and if the arbitrator's determination of the disputed issues results in all or any portion of the indemnification claim properly being subject to set-off or indemnification pursuant to Section 11.3, 11.4 and (or) 11.5, (i) such claim or portion thereof shall be final and binding upon the Indemnifying Party(ies) and shall constitute a Permitted Indemnification Claim, and (ii) the Indemnifying Party(ies) shall pay to the Indemnitee all Damages associated with any Permitted Indemnification Claim within ten (10) days after such claim is actually prejudiced therebydetermined to be a Permitted Indemnification Claim pursuant thereto. If, however, the disputed issues ultimately are resolved by the arbitrator and (x) the arbitrator determines that the claim is not properly subject to set-off or indemnification and (y) Parent or Surviving Corporation has withheld payment of any amount, then Parent or Surviving Corporation immediately shall pay to the Stockholders such amount improperly withheld. The Stockholders acknowledge and agree that the right to receive the payments improperly withheld as described herein shall be their exclusive remedy with respect thereto.

Notice of Claims. If either a Buyer The party seeking indemnification (the "Indemnified Party, on ") agrees to give the one hand, or a 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 6, the Indemnified Party shall so notify the other party from whom indemnification is sought (the "Indemnifying Party") timely notice of any claim with respect to which the Indemnifying Party has agreed to indemnify the Indemnified Party under this Article 6 (Section 10. Upon request, the “Indemnified Party shall give the Indemnifying Party”) promptly Party access to such information possessed by the Indemnified Party as the Indemnifying Party reasonably requests relating to such claim. The Indemnified Party may initially undertake the defense of any third party claim until the Indemnifying Party has acknowledged in writing describing such Loss, that the amount or estimated amount thereof, if known or reasonably capable of estimation, and Indemnifying Party is indemnifying 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 or against Licensee or a Third Indemnified Party with respect to any third party claim, whether or not involving litigation, at which an Indemnified Party intends to claim any Loss under this Article 6, such Indemnified Party shall promptly notify point the Indemnifying Party will be entitled to assume the defense of any such claim; provided that the Indemnified Party may, actionat its election, suit or proceeding and tender to participate (at its own expense) in such defense. At the Indemnifying Party's reasonable request, the Indemnified Party will cooperate with the Indemnifying Party in the preparation of any such 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 6.2 shall not limit the obligation of if the Indemnifying Party under this Article 6, except to reimburses the extent Indemnified Party for any expenses incurred in connection with such request. The Indemnifying Party is actually prejudiced therebywill not settle any such claim for consideration other than money without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld.

Notice of Claims. If either a Buyer Indemnified Party, on the one hand, or a Seller Indemnified Party, on the other hand (such Buyer An Indemnified Party on shall give prompt written notice to the one hand and such Seller Indemnified Indemnifying Party on the other hand being hereinafter referred of any claim which might give rise to as an “Indemnified Party”), has suffered or incurred any Losses for which indemnification may be sought under this Article 6, a claim by the Indemnified Party against the Indemnifying Party under Article 11. Such notice shall so notify contain the other party from whom indemnification is sought under this Article 6 (nature and basis of the “Indemnifying Party”) promptly in writing describing such Loss, claim and the amount actual or estimated amount thereof; provided, if known or reasonably capable of estimationhowever, 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 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 Indemnifying Party of such claim, action, suit or proceeding and tender to the Indemnifying Party the defense of such claim, action, suit or proceeding. A that failure by an Indemnified Party to give such notice and to tender the defense of such claim, action, suit or proceeding in a timely manner pursuant to this Section 6.2 shall will not limit affect the obligation of the Indemnifying Party under this Article 611 unless, except and only to the extent such that, the Indemnifying Party is actually prejudiced thereby. In the event that any action, suit or proceeding is brought against any Indemnified Party with respect to which the Indemnifying Party may have Liability under Article 11, the Indemnifying Party shall have the right, at the cost and expense of the Indemnifying Party, to defend such action, suit or proceeding in the name and on behalf of the Indemnified Party (using counsel satisfactory to the Indemnified Party); provided, however, that an Indemnified Party shall have the right to 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 Indemnified Party and the Indemnifying Party. In connection with any action, suit or proceeding subject to Article 11, Seller and each Member, on the one hand, and Buyer and Parent, on the other hand, agree to render to the other such assistance as may reasonably be required in order to ensure proper and adequate defense of such action, suit or proceeding (including, without limitation, reasonable access to their respective employees (if required) and relevant books and records). Neither Seller or any Member, on the one hand, nor Buyer or Parent, on the other hand, shall, without the prior written consent of the other, 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 the other for any Liability arising out of such claim or demand.

Notice of Claims. If either (i) a Buyer Indemnified Party, on the one handclaim is made or an Action is brought by a third party against any party that is entitled to indemnification hereunder, or a Seller Indemnified Party(ii) any party hereto incurs Damages, on then such party (hereinafter, an “Indemnitee” or “Indemnitees”) shall give to 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 party or incurred any Losses for which indemnification parties who may be sought obligated to provide indemnification under this Article 6VIII (hereinafter, the Indemnified Party shall so notify the other party from whom indemnification is sought under this Article 6 (the “Indemnifying Party” or “Indemnifying Parties”) promptly written notice of such claim or Action (“Indemnification Notice”) as soon as reasonably practicable, which Indemnification Notice shall (i) state that the Indemnitee has paid or properly accrued Damages for which such Indemnitee is entitled to indemnification pursuant to this Agreement; and (ii) describe the Damages included in writing describing such Lossthe amount so stated, the amount date such item was paid or estimated amount thereof, if known or reasonably capable of estimationproperly accrued, and the method nature of the claim to which each such item is related and the computation of such Loss, all with reasonable particularity and containing a reference the amount to the provisions of this Agreement in respect of which such Loss shall have occurredIndemnitee claims to be entitled hereunder. If any claim, action, suit a claim or proceeding is asserted or instituted Action relates to an Action filed by or against Licensee or a Third Party with respect to which an Indemnified Party intends to claim any Loss under this Article 6third party, such Indemnified Party shall promptly notify notice will be given by the Indemnifying Party of such claim, action, suit or proceeding and tender Indemnitee to the Indemnifying Party promptly but in no event more than 30 days after the defense Indemnitee has received written notice of such claimAction; provided, action, suit or proceeding. A that failure by an Indemnified Party to give such notice and to tender the defense of such claim, action, suit or proceeding in a timely manner pursuant to this Section 6.2 shall not limit the Indemnifying Party’s indemnification obligation of the Indemnifying Party under this Article 6, hereunder except to the extent such that the delay in giving, or failure to give, the notice adversely affects the Indemnifying Party is actually prejudiced therebyParty’s ability to defend against the claim.

Notice of Claims. If an event or omission (including, without limitation, any claim asserted or action or proceeding commenced by a third party) occurs which either a Buyer an Investor Indemnified Party, on the one hand, or a Seller Company Indemnified Party, on the other hand (such Buyer Investor Indemnified Party on the one hand and such Seller Company Indemnified Party on the other hand being hereinafter referred to as an “Indemnified Party”), has suffered or incurred any Losses Loss for which indemnification may be sought under asserted pursuant to this Article 6Section 7, the Indemnified Party shall so notify the other party from whom indemnification is sought under this Article 6 Section 7 (the “Indemnifying Party”) promptly in writing describing such writing, setting forth the 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. If any claim, action, suit or proceeding is asserted or instituted by or against Licensee or a Third Party third party with respect to which an Indemnified Party intends to claim any Loss Losses under this Article 6Section 7, such Indemnified Party shall promptly notify the Indemnifying Party of such claim, action, suit or proceeding and tender to the Indemnifying Party the defense in writing of such claim, action, suit or proceeding. A failure by an Indemnified Party Such notice will be a condition precedent to give notice and to tender the defense of such claim, action, suit or proceeding in a timely manner pursuant to this Section 6.2 shall not limit the any obligation of the Indemnifying Party to act under this Article 6, Agreement but will not relieve it of its obligations under the indemnity except to the extent such that the failure to provide prompt written notice as provided in this Agreement actually prejudices the Indemnifying Party is actually prejudiced therebywith respect to the transactions contemplated by this Agreement and to the defense of the liability.

Notice of Claims. If either a Any Buyer Group Member or Seller ---------------- Group Member seeking indemnification hereunder (the "Indemnified Party, on the one hand, or a Seller Indemnified Party, on the other hand (") shall ----------------- give promptly after discovery by such Buyer Indemnified Party on of any event or circumstance giving rise to a claim for indemnification hereunder) to the one hand and party obligated to provide indemnification to such Seller Indemnified Party on (the other hand being hereinafter referred "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the ---------- ------------ materials facts then known to as an “Indemnified Party”), has suffered or incurred any Losses for which indemnification may be sought under this Article 6, the such Indemnified Party that gave rise to the claim for indemnification and shall so notify the other party from whom indemnification is sought under this Article 6 include in such Claim Notice (the “Indemnifying Party”if then known) 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 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 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 Indemnifying Party amount of such claim; provided, action-------- however, suit that the Sellers are deemed to have been provided notice of an ------- indemnification claim by the Buyer in connection with the FTC Investigation, [the Xxxxxx earn-out] and the pending or proceeding threatened lawsuits, proceedings or investigations identified on Schedule 5.13. Notwithstanding the foregoing, it --------------- is understood and tender to the Indemnifying Party the defense of such claim, action, suit or proceeding. A agreed that (a) any failure by an the Indemnified Party to give provide any notice and to tender the defense of such claim, action, suit or proceeding in a timely manner pursuant to this Section 6.2 any Indemnitor shall not limit the obligation of the Indemnifying Party under this Article 6affect such Indemnified Party's right to indemnification hereunder, except to the extent such Indemnifying failure materially impairs the ability of the Indemnitor to defend the claim made by such Indemnified Party is actually prejudiced thereby.and (b) subject to the time limitations set forth in Section ------- 11.1(b) and 11.2(b), no Indemnified Party shall be required to give notice to ------- ------- the Indemnitor of (i) 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 clause (vi) of Section 11.1(a), until such time as such Indemnified Party elects to assert a --------------- claim against the Sellers in respect of such Violation of Law or pursuant to clause (vi) of Section 11.1(a). ---------------

Notice of Claims. If either The party claiming to be indemnified (hereinafter in this Section 12.3 called the "INDEMNITEE") shall deliver a Buyer Indemnified Party, on detailed notice (the one hand, or a 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 "INDEMNIFICATION NOTICE") to as an “Indemnified Party”), has suffered or incurred any Losses for which indemnification may be sought under this Article 6, the Indemnified Party shall so notify the other party from whom (hereinafter in this Section 12.3 called the "INDEMNITOR") of the assertion of any claim or the commencement of any suit, action or proceeding against the Indemnitee for which Indemnitee is entitled to be indemnified hereunder as soon as reasonably possible after the Indemnitee receives notice thereof, but in no event later than (A) with respect to indemnification is sought under this Article 6 (the “Indemnifying Party”) promptly in writing describing such Lossbased upon a suit, action or proceeding, the amount or estimated amount thereof, if known or reasonably capable first to occur of estimation, and the method of computation (i) thirty (30) days after Indemnitee is first served with notice of such Losssuit, action or proceeding and (ii) the three hundred ninety fifth (395th) day following the Closing Date and (B) with respect to all other matters, the first to occur of (i) sixty (60) days after the date Indemnitee first becomes aware thereof and (ii) the four hundred twenty fifth (425th) day following the Closing Date. In the Indemnification Notice, the Indemnitee shall (1) specify with reasonable particularity the basis for seeking indemnification and containing a reference to (2) provide the provisions of this Agreement in respect of which Indemnitor with such Loss shall have occurred. If any claim, action, suit or proceeding is asserted or instituted by or against Licensee or a Third Party information with respect to which an Indemnified Party intends to claim any Loss under this Article 6, such Indemnified Party shall promptly notify the Indemnifying Party of such claim, actionsuit, suit action or proceeding and tender as may be known to the Indemnifying Party Indemnitee at the defense of such claim, action, suit or proceedingtime (and shall continue to provide the Indemnitor with any additional information as and when the same becomes known to the Indemnitee). A The Indemnitee's failure by an Indemnified Party to give notice and to tender deliver timely the defense of such claim, action, suit or proceeding in a timely manner Indemnification Notice pursuant to this Section 6.2 12.3 shall not limit relieve the Indemnitor of its indemnification obligation of the Indemnifying Party under this Article 6with respect to such claim, except to the extent such Indemnifying Party is actually prejudiced therebysuit, action or proceeding.

Notice of Claims. If either a Buyer Indemnified Party, on the one hand, or a 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 6‎ARTICLE 7, the Indemnified Party shall so notify the other party from whom indemnification is sought under this Article 6 ‎ARTICLE 7 (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 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 or against Licensee or a Third Party with respect to which an Indemnified Party intends to claim any Loss under this Article 6‎ARTICLE 7, such Indemnified Party shall promptly notify the Indemnifying Party of such claim, action, suit or proceeding and tender to the 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 6.2 ‎Section 7.2 shall not limit the obligation of the Indemnifying Party under this Article 6‎ARTICLE 7, except to the extent such Indemnifying Party is actually prejudiced thereby.

Notice of Claims. If either a Buyer Indemnified Party, on the one hand, or a 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 6‎ARTICLE 7, the Indemnified Party shall so notify the other party from whom indemnification is sought under this Article 6 ‎ARTICLE 7 (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 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 or against Licensee or a Third Party with respect to which an Indemnified Party intends to claim any Loss under this Article 6‎ARTICLE 7, such Indemnified Party shall promptly notify the Indemnifying Party of such claim, action, suit or proceeding and tender to the 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 6.2 ‎Section 7.2 shall not limit the obligation of the Indemnifying Party under this Article 6‎ARTICLE 7, except to the extent such Indemnifying Party is actually prejudiced thereby. Certain information indicated with [***] in this document has been omitted from this exhibit because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.

Notice of Claims. If either any claim is made by or against a Buyer Indemnified Partyparty which, on the one handif sustained, or would give rise to a 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 6, the Indemnified Party shall so notify liability of the other party from whom indemnification is sought under this Article 6 Section 8, that party (the “Claiming Party”) will promptly cause a written notice of the claim to be delivered to the other party (the “Indemnifying Party”) promptly in writing describing such Lossand will afford the Indemnifying Party and its counsel who is reasonably determined to be qualified and approved by the Claiming Party, at the Indemnifying Party’s sole expense, the amount opportunity to defend or estimated amount thereofsettle the claim (and, if known with respect to claims made by third parties, the Claiming Party will have the right to participate in the defense or reasonably capable settlement of estimationsuch claim at its sole expense). Any notice of a claim will state, with reasonable specification, the alleged basis for the claim and the method amount 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 liability asserted or instituted by or against Licensee the other party by reason of the claim. If such notice is not given, it will not release the Indemnifying Party, in whole or a Third Party with respect to which an Indemnified Party intends to claim any Loss in part, from its obligations under this Article 6, such Indemnified Party shall promptly notify the Indemnifying Party of such claim, action, suit or proceeding and tender to the 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 6.2 shall not limit the obligation of the Indemnifying Party under this Article 68, except to the extent that the 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 Claiming Party without the Indemnifying Party’s prior written consent; provided however, if notice is actually prejudiced therebygiven and the Indemnifying Party fails to assume the defense of the claim within fifteen (15) days thereof, the claim may be defended, compromised or settled by the Claiming Party without the consent of the Indemnifying Party and the 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 be entitled to be indemnified by, or receive contribution from, the Company with respect to any indemnification claims made against them hereunder.

Notice of Claims. (a) If either a Buyer Indemnified Party, on any of the one hand, or a Seller Indemnified Party, on Persons to be indemnified under this Article IX (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 6Loss, the Indemnified Party shall so notify the other party from whom indemnification is sought under this Article 6 (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 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 claim, action, action at Law or suit or proceeding in equity is asserted or instituted by or against Licensee or a Third Party third party with respect to which an the Indemnified Party intends to claim any Liability as a Loss under this Article 6IX, such the Indemnified Party shall promptly notify the Indemnifying Party of such claim, action, action or suit or proceeding and tender to the Indemnifying Party the defense of such claim, action, suit action or proceedingsuit. A failure by an the Indemnified Party to give notice and to tender the defense of such claim, action, the action or suit or proceeding in a timely manner pursuant to this Section 6.2 9.3 shall not limit the obligation of the Indemnifying Party under this Article 6IX, except (i) to the extent such Indemnifying Party is actually 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.

Notice of Claims. If either a Buyer Indemnified PartyExcept in connection with third person claims, on which are covered by Section 7.5, claims related to Taxes, which are covered by Article V, and claims related to the one handXxxxx Litigation, or a Seller Indemnified Partywhich are covered by the Joint Defense Agreement, on the other hand (such Buyer any Acquisition Indemnified Party on the one hand and such or Seller Indemnified Party on (the other hand being hereinafter referred to as an “"Indemnified Party”)") seeking indemnification hereunder shall, has suffered or incurred any Losses within the relevant limitation period provided for which in Section 7.6 below, give to the party obligated to provide indemnification may be sought under this Article 6, the to such Indemnified Party shall so notify the other party from whom indemnification is sought under this Article 6 (the “Indemnifying Party”"Indemnitor") promptly in writing describing such 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 estimated amount thereof, if known or reasonably capable of estimation, and the method of computation of the amount of such Lossclaim, all with reasonable particularity and containing a reference to the provisions provision of this Agreement in respect of upon which such Loss shall have occurred. If any claimclaim is based; provided, action, suit or proceeding is asserted or instituted by 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 Indemnifying Party of such claim, action, suit or proceeding and tender to the Indemnifying Party the defense of such claim, action, suit or proceeding. A that failure by an Indemnified Party to give such notice and to tender the defense of within such claim, action, suit or proceeding in a timely manner pursuant to this Section 6.2 30-day period shall not limit the obligation relieve any Indemnitor of the Indemnifying Party under this Article 6, its obligations hereunder except to the extent it shall have been prejudiced by such Indemnifying failure. The Indemnitors shall have a period of 30 days after receipt by the Indemnitors of such notice and such evidence to either (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 Indemnitors shall be deemed not to have 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 actually prejudiced therebypayable pursuant to, and subject to the limitations set forth in, this Article 7.

Notice of Claims. If either a Buyer Indemnified Party, on the one hand, or a Seller Guarantor Indemnified Party, on the other hand (such Buyer Indemnified Party on the one hand and such Seller Guarantor 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 6Section 9, the Indemnified Party shall so notify the other party from whom indemnification is sought under this Article 6 Section 9 (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 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 or against Licensee or a Third Party (as defined in the RPA) with respect to which an Indemnified Party intends to claim any Loss under this Article 6Section 9.2, such Indemnified Party shall promptly notify the Indemnifying Party of such claim, action, suit or proceeding and tender to the 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 6.2 9.2 shall not limit the obligation of the 11 Indemnifying Party under this Article 6Section 9, except to the extent such Indemnifying Party is actually prejudiced thereby.

Notice of Claims. If either a Buyer Indemnified Party, on Any Party (the one hand, or a 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 ) seeking indemnification may be sought under this Article 6, Section 13 shall give to the Party obligated to provide indemnification to such Indemnified Party shall so notify the other party from whom indemnification is sought under this Article 6 (the “Indemnifying PartyIndemnitor”) promptly a notice (a “Claim Notice”) describing in writing describing reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Loss, Claim Notice (if then known) the amount or estimated amount thereof, if known or reasonably capable of estimation, and the method of computation of the amount of such Lossclaim, all with reasonable particularity and containing a reference to the provisions provision of this Lease Agreement or any agreement, document or instrument executed pursuant hereto or in connection herewith upon which such claim is based; provided, that a Claim Notice in respect of which such Loss shall have occurred. If any claim, action, action at law or suit or proceeding is asserted or instituted in equity by or against Licensee a third person as to which indemnification will be sought shall be given promptly after the action or a Third Party with respect suit is commenced; and provided, further, that failure to give such timely notice shall not relieve the Indemnitor of its obligations hereunder except to the extent it shall have been prejudiced by such failure. After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which an Indemnified Party intends to claim any Loss shall be entitled under this Article 6Section 13 shall be determined: (i) by the written agreement between the Indemnified Party and the Indemnitor; or (ii) by a final judgment or decree of any court of competent jurisdiction. The judgment or decree of a court shall be deemed final when the time for appeal, such if any, shall have expired and no appeal shall have been taken or when all appeals taken have been finally determined. The Parties shall proceed in the manner and subject to the limitations in this Section 13 with respect to all matters covered by Sections 13(a) and 13(b). The Indemnified Party shall promptly notify have the Indemnifying Party burden of such claim, action, suit or proceeding proof in establishing the amount of Losses and tender to the Indemnifying Party the defense of such claim, action, suit or proceeding. A failure Expenses suffered 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 6.2 shall not limit the obligation of the Indemnifying Party under this Article 6, except to the extent such Indemnifying Party is actually prejudiced therebyit.

Notice of Claims. If either a Buyer Purchaser Indemnified Party, on the one hand, or a Seller Indemnified Party, on the other hand (such Buyer Purchaser 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 6Section 8, the Indemnified Party shall so notify the other party from whom indemnification is sought under this Article 6 Section 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 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 or against Licensee or a Third Party third party with respect to which an Indemnified Party intends to claim any Loss under this Article 6Section 8.2, such Indemnified Party shall promptly notify the Indemnifying Party of such claim, action, suit or proceeding and tender to the 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 6.2 8.2 shall not limit the obligation of the Indemnifying Party under this Article 6Section 8, except to the extent such Indemnifying Party is actually prejudiced thereby.

Notice of Claims. If either a Buyer Indemnified Party, on the one hand, or a Seller Indemnified Party, on the other hand (such Buyer The Indemnified Party on shall notify the one hand and such Seller Indemnified Indemnifying Party on the other hand being hereinafter referred to as an “Indemnified Party”), has suffered or incurred in writing promptly after becoming aware of any Losses for Damages which indemnification may be sought under this Article 6, the Indemnified Party shall so notify have determined has given rise to a claim for indemnification under Article IX (provided that no delay on the other party from whom indemnification is sought under this Article 6 (the “Indemnifying Party”) promptly in writing describing such Loss, the amount or estimated amount thereof, if known or reasonably capable part 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 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 in notifying the Indemnifying Party of such claim, action, suit or proceeding and tender to shall relieve the 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 6.2 shall not limit the obligation of the Indemnifying Party under this Article 6from its obligations hereunder, except to the extent such said Indemnifying Party is actually materially prejudiced therebyby such delay). Such written notice (a “Claim Notice”) shall include an estimate of the Damages, if known, the method of computation thereof and a reference to the specific provisions hereof in respect of which indemnification is sought. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim or the estimated amount of Damages described in such Claim Notice, or fails to notify the Indemnified Party within thirty (30) days after delivery of such Claim Notice whether the Indemnifying Party disputes the claim or the estimated amount of Damages described in such Claim Notice, the estimated Damages in the amount specified in the Claim Notice will be conclusively deemed a Liability of the Indemnifying Party and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party. If the Indemnifying Party has timely disputed its liability with respect to such claim or the estimated amount of Damages, the dispute shall be resolved, and the amount, if any, of Damages payable by the Indemnifying Party to the Indemnified Party shall be determined, in accordance with Article IX and Section 10.5. This Section 9.3 does not apply to Third Party Actions.

Notice of Claims. If either a Buyer or Seller, as the case may be, (an "Indemnified Party, on the one hand, or a 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”), ") believes that it has suffered or incurred any Losses Adverse Consequences for which it is entitled to indemnification may be sought under this Article 6VII, the such Indemnified Party shall so promptly notify the other party or parties from whom indemnification is sought under this Article 6 being claimed (the “"Indemnifying Party”Parties") promptly in writing describing such Loss, identifying with particularity the amount or estimated amount thereof, if known or reasonably capable of estimation, and the method of computation basis 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 occurredclaim. If any claim, action, action at law or suit or proceeding in equity is asserted or instituted by or against Licensee or a Third Party third party with respect to which an any Indemnified Party intends to claim any Loss under this Article 6Adverse Consequences, such Indemnified Party shall promptly notify the Indemnifying Party Parties of such claimaction or suit, actionprovided, suit or proceeding and tender to however, that no undue delay on the part of the Indemnified party in notifying the Indemnifying party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the defense of such claim, action, suit or proceedingextent) the Indemnifying Party is prejudiced thereby. A failure by If an Indemnified Party to give notice and to tender makes a claim for indemnification within the defense of such claimapplicable survival period as set forth in Section 6.5, action, suit or proceeding in a timely manner pursuant to this Section 6.2 shall not limit then the obligation obligations of the Indemnifying Party with respect to Adverse Consequences under this Article 6, except to Sections 6.1 or 6.2 shall continue through and after the extent such Indemnifying Party is actually prejudiced therebydate of the claim for indemnification (including any Adverse Consequences suffered after the end of the applicable survival period.)

Notice of Claims. If either a Buyer Indemnified Party, on any of the one hand, or a Seller Indemnified Party, on the other hand Persons entitled to be indemnified under this Article VIII (such Buyer Indemnified Party on the one hand and such Seller Indemnified Party on the other hand being hereinafter referred to as each an “Indemnified Party”), has suffered or incurred any Losses for which indemnification may be sought under this Article 6) wishes to seek indemnification, the Indemnified Party shall promptly so notify the other party parties from whom indemnification is sought under this Article 6 (the “Indemnifying PartyParties”) promptly in writing writing, describing such Loss, the amount or estimated amount thereof, if known or reasonably capable of estimation, and the method of computation of such LossLoss if known, all with reasonable particularity specificity and containing a reference to the provisions of this Agreement Agreement, in respect of which such Loss shall have occurredclaim is made. If any claim, Indemnified Party receives written notice of the commencement or the assertion of any claim or the commencement of any action, suit or proceeding is asserted (in equity or instituted at law) by or against Licensee or a Third Party with respect to which an the Indemnified Party intends to claim any Loss under this Article 6, such VIII (a “Third Party Claim”) the Indemnified Party shall promptly notify provide written notice (the “Third Party Claim Notice”) to the Indemnifying Party Parties of such claim, action, suit or proceeding proceeding, describing the nature, the basis, the amount or estimated amount thereof, if known or reasonably capable of estimation of any other remedy sought thereunder, any relevant time constraints relating thereto, and, to the extent practicable, any other material details pertaining thereto, along with copies of the relevant documents evidencing such Third Party Claim and the basis for indemnification sought. The Third Party Claim Notice must also offer to tender to the Indemnifying Party Parties the defense of such claim, action, suit or proceeding, subject to satisfaction of the requirements of Section 8.05. A failure by an any Indemnified Party to give any notice and to tender the defense of such claim, action, suit or proceeding in a timely manner as required pursuant to this Section 6.2 8.04 shall not limit the obligation of the Indemnifying Party Parties under this Article 6VIII, except to the extent such Indemnifying Party is Parties are actually and materially prejudiced thereby. Notwithstanding the foregoing, in no event may the Indemnifying Parties assume, maintain control of, or participate in, the defense of any Third Party Claim (a) involving any criminal proceeding, (b) in which any relief other than monetary damages is sought against any Purchaser Indemnified Parties, (c) if Alpine has been advised by counsel that a reasonable likelihood exists of a conflict of interest between one or more Purchaser Indemnified Parties and the Stockholder or any of its Affiliates with respect to the applicable Third Party Claim, or (d) if Alpine reasonably believes that (x) an adverse determination with respect to the applicable Third Party Claim would be detrimental to or injure the Purchaser Indemnified Parties’ reputation or future business prospects, or (y) that the outcome of any Governmental Order or settlement in the matter would adversely affect the Purchaser Indemnified Parties’ Tax Liability or the ability of the Purchaser Indemnified Parties to conduct their business (claims described in clauses (a) through (d) are “Special Claims”).

Notice of Claims. If either a Buyer Indemnified Party, on the one hand, or a Seller Indemnified Party, on the other hand A Person entitled to indemnification under this Article IX X (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 ) shall notify the Persons obligated to provide such indemnification may be sought under this Article 6, the Indemnified Party shall so notify the other party from whom indemnification is sought under this Article 6 IXX (the “Indemnifying Party”) promptly in writing describing such Loss, promptly after becoming aware of any Damages which an Indemnified Party shall have determined has given rise to a claim for indemnification under Article IXX. Such written notice (a “Claim Notice”) shall include an estimate of the amount or estimated amount thereofDamages, if known or reasonably capable of estimationknown, and the method of computation of such Loss, all with reasonable particularity thereof and containing a reference to the specific provisions of this Agreement in respect of which such Loss shall have occurredit seeks indemnification. If any claim, action, suit or proceeding is asserted or instituted by 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 Indemnifying Party notifies the Indemnified Party that it does not dispute the claim or the estimated amount of Damages described in such Claim Notice, or fails to notify the Indemnified Party within thirty (30) days after delivery of such claim, action, suit or proceeding and tender to Claim Notice whether the Indemnifying Party disputes the defense claim or the estimated amount of Damages described in such claimClaim Notice, action, suit or proceeding. A failure by the estimated Damages in the amount specified in the Indemnified Party’s Claim Notice (an Indemnified Party to give notice and to tender the defense of such claim, action, suit or proceeding in “Undisputed Indemnity Amount”) will be conclusively deemed a timely manner pursuant to this Section 6.2 shall not limit the obligation Liability of the Indemnifying Party under this Article 6, except and the Indemnifying Party shall pay the amount of such Damages to the extent such Indemnified Party. If the Indemnifying Party is actually prejudiced therebyhas timely disputed its liability with respect to such claim or the estimated amount of Damages, the dispute shall be resolved, and the amount, if any, of Damages payable by the Indemnifying Party to the Indemnified Party (a “Resolved Indemnity Amount”) shall be determined, in accordance with Section 11.6. The provisions of this Section 10.3 do not apply to Third Party Actions.

Notice of Claims. If either a Buyer Indemnified Party, on the one hand, an MHG LLC Indemnitee or a Seller Indemnified PartyMorgans Group LLC Indemnitee, on the other hand as applicable (such Buyer Indemnified Party on the one hand and such Seller Indemnified Party on the other hand being hereinafter referred to as an “Indemnified PartyIndemnitee”), has suffered receives notice or incurred otherwise learns of the assertion by a person (including any Losses for regulatory authority) who is not a member of the MHG LLC Group or the Morgans Group LLC Group of any claim or of the commencement by any such person of any Action (collectively, a “Third Party Claim”) with respect to which indemnification may be sought under this Article 6, the Indemnified Party shall so notify the other a party from whom indemnification is sought under this Article 6 (the an “Indemnifying Party”) promptly may be obligated to provide indemnification to such Indemnitee pursuant to Section 2.2 or 2.3, MHG LLC and Morgans Group LLC, as applicable, will ensure that such Indemnitee shall give such Indemnifying Party written notice thereof within thirty (30) days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in writing describing such Lossreasonable detail. Notwithstanding the foregoing, the amount delay or estimated amount thereof, if known failure of any Indemnitee or reasonably capable other person to give notice as provided in this Section 2.4(a) shall not relieve the related Indemnifying Party 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 or against Licensee or a Third Party with respect to which an Indemnified Party intends to claim any Loss its obligations under this Article 6, such Indemnified Party shall promptly notify the Indemnifying Party of such claim, action, suit or proceeding and tender to the 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 6.2 shall not limit the obligation of the Indemnifying Party under this Article 6II, except to the extent that such Indemnifying Party is actually and substantially prejudiced therebyby such delay or failure to give notice; provided that the failure to notify the Indemnifying Party shall not relieve it from any liability that it may have to an Indemnitee otherwise than under this Article II.

Notice of Claims. If either a Buyer Indemnified Party, on Any Party (the one hand, or a 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 ) seeking indemnification may be sought under this Article 6, 11 shall give to the Party obligated to provide indemnification to such Indemnified Party shall so notify the other party from whom indemnification is sought under this Article 6 (the “Indemnifying PartyIndemnitor”) promptly a notice (a “Claim Notice”) describing in writing describing reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Loss, Claim Notice (if then known) the amount or estimated amount thereof, if known or reasonably capable of estimation, and the method of computation of the amount of such Lossclaim, all with reasonable particularity and containing a reference to the provisions provision of this Lease Agreement or any agreement, document or instrument executed pursuant hereto or in connection herewith upon which such claim is based; provided, that a Claim Notice in respect of which such Loss shall have occurred. If any claim, action, action at law or suit or proceeding is asserted or instituted in equity by or against Licensee a third person as to which indemnification will be sought shall be given promptly after the action or a Third Party with respect suit is commenced; and provided, further, that failure to give such timely notice shall not relieve the Indemnitor of its obligations hereunder except to the extent it shall have been prejudiced by such failure. After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which an Indemnified Party intends to claim any Loss shall be entitled under this Article 611 shall be determined: (i) by the written agreement between the Indemnified Party and the Indemnitor; or (ii) by a final judgment or decree of any court of competent jurisdiction. The judgment or decree of a court shall be deemed final when the time for appeal, such if any, shall have expired and no appeal shall have been taken or when all appeals taken have been finally determined. The Parties shall proceed in the manner and subject to the limitations in this Article 11 with respect to all matters covered by Sections 11(a) and 11(b). The Indemnified Party shall promptly notify have the Indemnifying Party burden of such claim, action, suit or proceeding proof in establishing the amount of Losses and tender to the Indemnifying Party the defense of such claim, action, suit or proceeding. A failure Expenses suffered 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 6.2 shall not limit the obligation of the Indemnifying Party under this Article 6, except to the extent such Indemnifying Party is actually prejudiced therebyit.

Notice of Claims. If either a Buyer Assumption of Defense. The party to be indemnified ("the Indemnified Party, on the one hand, or a Seller Indemnified Party, on ") shall give prompt notice to the other hand party (such Buyer Indemnified Party on "the one hand and such Seller Indemnified Party on Indemnifying Party") of the other hand being hereinafter referred to as an “Indemnified Party”), has suffered or incurred assertion of any Losses for Claim in respect of which indemnification indemnity may be sought under this Article 6hereunder (and in any event within fifteen (15) calendar days after the service of the citation or summons). It is understood, however, that the Indemnified Party shall be authorized and expected to take any such prompt action as may be reasonably necessary in the circumstances of any proceedings seeking an injunction or similar equitable relief against it. The Indemnifying Party may, at its own expense (i) participate in the defense of any Claim for which it is obligated to indemnify the Indemnified Party hereunder and (ii) upon notice to the Indemnified Party at any time during the course of any such Claim, assume the defense thereof; provided, however, that (i) the Indemnifying Party's counsel is reasonably satisfactory to the Indemnified Party and (ii) the Indemnifying Party shall, upon reasonable request, thereafter consult with the Indemnified Party from time to time with respect to such Claim. If the Indemnifying Party assumes such defense, the Indemnified Party shall so notify have the other party right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from whom indemnification is sought under this Article 6 (the “counsel employed by the Indemnifying Party”. Whether or not the Indemnifying Party chooses to defend or prosecute any such Claim, both parties hereto shall cooperate in the defense or prosecution thereof. Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Party or the Indemnifying Party (as the case may be) promptly of any Claim shall be binding upon the Indemnifying Party or the Indemnified Party (as the case may be) in writing describing such Loss, the same manner as if a final judgment or decree has been entered by a court of competent jurisdiction in the amount or estimated amount thereof, if known or reasonably capable of estimation, and the method of computation of such Losssettlement or compromise; provided however, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such Loss that no obligation, restriction or loss shall have occurred. If any claim, action, suit or proceeding is asserted or instituted by or against Licensee or a Third Party with respect to which be imposed on an Indemnified Party intends to claim any Loss under this Article 6as a result of such settlement without its prior written consent which consent shall not be unreasonably be withheld, and such settlement shall include an unconditional release of the Indemnified Party; and provided further, that the Indemnified Party shall promptly notify not make or cause to be made any such settlement or compromise without the prior written consent of the Indemnifying Party, which consent shall not unreasonably be withheld. The Indemnified Party will give the Indemnifying Party at least thirty (30) days' prior written notice of such claimany proposed settlement or compromise of any Claim it itself is defending, action, suit or proceeding and tender to during which time the Indemnifying Party may assume the defense of of, and responsibility for, such claimClaim and, actionif it does so, suit the proposed settlement 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 6.2 shall compromise may not limit the obligation of the Indemnifying Party under this Article 6, except to the extent such Indemnifying Party is actually prejudiced therebybe made.

Notice of Claims. If either a Buyer Indemnified Party, on The Indemnitee shall notify the one hand, or a 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 Indemnitor in writing promptly after becoming aware of any Losses which an Indemnitee shall have determined has given rise to a claim for which indemnification may be sought under this Article 6, the Indemnified Party shall so notify the other party from whom indemnification is sought under this Article 6 V. Such written notice (the a “Indemnifying PartyClaim Notice”) promptly in writing describing such Loss, shall include an estimate of the amount or estimated amount thereofLosses, if known or reasonably capable of estimationknown, and the method of computation of such Loss, all with reasonable particularity thereof and containing a reference to the specific provisions of this Agreement in respect of which it seeks indemnification. As soon as practicable after the date of such Loss Claim Notice, the Indemnitee shall have occurredprovide the Indemnitor or his or her agents access to all books and records in the possession and control of the Indemnitee which the Indemnitor reasonably determines to be related to such claim. If any claimthe Indemnitor notifies the Indemnitee that it does not dispute the claim or the estimated amount of Losses described in such Claim Notice, actionor fails to notify the Indemnitee within thirty (30) days after delivery of such Claim Notice whether the Indemnitor disputes the claim or the estimated amount of Losses described in such Claim Notice, suit or proceeding is asserted or instituted the Losses specified in the Indemnitee’s Claim Notice will be conclusively deemed a Loss owed by or against Licensee or a Third Party the Indemnitor to the Indemnitee and the Indemnitor shall pay the amount of such Losses to the Indemnitee (to the extent available). If the Indemnitor has timely disputed its liability with respect to which an Indemnified Party intends to such claim any Loss under this Article 6or the estimated amount of Losses, such Indemnified Party the dispute shall promptly notify be resolved, and the Indemnifying Party amount, if any, of such claim, action, suit or proceeding and tender Losses payable by the Indemnitor to the Indemnifying Party Indemnitee shall be determined, in accordance with Section 7.10 below. It is agreed that no delay on the defense part of such claim, action, suit or proceeding. A failure by an Indemnified Party to give notice and to tender any Indemnitee in notifying the defense of such claim, action, suit or proceeding in a timely manner pursuant to this Section 6.2 Indemnitor shall not limit relieve the obligation of the Indemnifying Party under this Article 6Indemnitor from its obligations hereunder, except to the extent said Indemnitor is prejudiced by such Indemnifying Party is actually prejudiced therebyfailure to give notice. The provisions of this Section 5.06 do not apply to third party claims referred to below in Section 5.07.

Notice of Claims. If either a Buyer Indemnified Party, on the one hand, or a Seller Indemnified Party, on the other hand any person entitled to indemnification pursuant to this Article V (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 a claim for Losses resulting from the assertion of liability by a third party, has suffered or incurred such Indemnified Party will, within thirty (30) days after receiving notice thereof, give the other party (the “Indemnitor”) notice of any Losses for which indemnification may be sought under this Article 6, such third-party claim (provided that the Indemnified Party shall so notify not be subject to any liability or loss for a delay in the other party from whom indemnification is sought under this Article 6 (delivery of such notice if such delay does not compromise or prejudice any right of the “Indemnifying Party”) promptly in writing describing such Loss, the amount or estimated amount thereof, if known or reasonably capable of estimationIndemnitor), and the method of computation Indemnitor may undertake the defense thereof if (i) the Indemnitor provides written notice to such Indemnified Party that the Indemnitor intends to undertake such defense and will indemnify the Indemnified Parties against all Losses resulting from or relating to such third-party claim pursuant to this Article V, (ii) the Indemnitor provides such Indemnified Party with evidence acceptable to such Indemnified Party that the Indemnitor will have the financial resources to defend against the third-party claim and fulfill its indemnification obligations hereunder, (iii) the third-party claim involves only money damages and does not seek an injunction or other equitable relief, (iv) settlement of, or an adverse judgment with respect to, the third-party claim is not, in the good PAGE \* MERGEFORMAT 15 faith judgment of such LossIndemnified Party, all with reasonable particularity and containing likely to establish a reference precedent adverse to the provisions continuing business interests of this Agreement in respect such Indemnified Party and (v) the defense of which the third-party claim is conducted actively and diligently by legal counsel reasonably acceptable to such Loss shall have occurredIndemnified Party. If any claimthe Indemnitor does undertake the defense of such claim in accordance herewith, actionthe Indemnified Parties may, suit by counsel of their choice, participate in such proceedings, negotiations or proceeding is asserted or instituted by or against Licensee or a Third Party defense at their own expense. The Indemnified Parties shall furnish to the Indemnitor in reasonable detail such information as the Indemnified Parties may have with respect to which an such claim, including all records and similar materials that are reasonably required in the defense of such third- party claim. In the event that within ten (10) days after notice of any such third-party claim, the conditions set forth in clauses (i) through (v) above are not satisfied, or if such conditions later become unsatisfied, each Indemnified Party intends will (upon further notice to claim any Loss under this Article 6the Indemnitor) have the right to undertake the defense, such Indemnified Party shall promptly notify the Indemnifying Party compromise or settlement of such claim, actionand shall continue to have all rights to indemnification hereunder. In that case, suit the Indemnitor may elect to participate in such proceedings, negotiations or proceeding defense at any time at its own expense, subject to any claims the Indemnified Parties may thereafter have under this Article V. No Indemnitor and tender to the Indemnifying Party the defense of such claim, action, suit or proceeding. A failure by an no Indemnified Party to give notice may settle any claim for which indemnification is sought hereunder without the prior written consent of the other. All fees and to tender the defense of such claim, action, suit or proceeding in a timely manner expenses payable by Indemnitor pursuant to this Section 6.2 Article V shall not limit be paid from time to time as incurred, both in advance of and after the obligation final disposition of the Indemnifying Party under this Article 6, except to the extent such Indemnifying Party is actually prejudiced therebyaction or claim.

Notice of Claims. If either a Buyer Indemnified Party, on Any party seeking indemnification under this Article VIII (the one hand, or a 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”)) shall, has suffered or incurred any Losses within the relevant limitation period provided for which indemnification may be sought under this Article 6in 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 Indemnified Party shall so notify the other party from whom indemnification is sought under this Article 6 (the “Indemnifying Responsible Party”) promptly in writing (a “Claim Notice”) describing in reasonable detail the facts giving rise to any claims for indemnification hereunder and shall include in such Loss, Claim Notice (if then known) the amount or estimated amount thereof, if known or reasonably capable of estimation, and the method of computation of the amount of such Loss, all with reasonable particularity claim and containing a reference to the provisions provision of this Agreement upon which such claim is based; provided that a Claim Notice in respect of which such Loss shall have occurred. If any claim, action, action at law or suit or proceeding is asserted or instituted in equity by or against Licensee or a Third Party with respect third Person as to which an Indemnified Party intends indemnification will be sought shall be given promptly after the action or suit is commenced; provided, further, that failure to claim any Loss under this Article 6, give such Indemnified Party written notice shall promptly notify not relieve the Indemnifying Responsible Party of such claim, action, suit or proceeding and tender to the 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 6.2 shall not limit the obligation of the Indemnifying Party under this Article 6its obligations hereunder, except to the extent that the Responsible Party shall have been materially prejudiced by such Indemnifying failure. The Indemnified Party shall give the Responsible Party reasonable access to the books, records and assets of the Indemnified Party (and, in the case the Indemnified Party is actually prejudiced therebya Parent Indemnitee, of the Company and its Subsidiaries) which evidence or support such claim or the act, omission or occurrence giving rise to such claim and the right, upon reasonable prior notice during normal business hours, to interview any appropriate personnel of the Indemnified Party (or the Company or its Subsidiaries, as applicable) related thereto.

Notice of Claims. If either a Buyer Indemnified Party, on the one hand, Any Purchaser Indemnitee or a 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”), Indemnitee claiming that it has suffered or incurred any Losses Loss for which indemnification it may be sought entitled to indemnification under this Article 6, VIII (the “Indemnified Party”) shall give prompt written notice to the Party shall so notify the other party from whom indemnification is sought under this Article 6 (the “Indemnifying Party”) promptly in writing describing of the matter, action, cause of action, claim, demand, fact or other circumstances upon which a claim for indemnification under this Article VIII (each, an “Indemnity Claim”) may be based. Such written notice shall contain, with respect to each Indemnity Claim, such Lossfacts and information as are then reasonably available with respect to such Indemnity Claim, including a description of the Losses suffered or incurred by the Indemnified Party, the amount or estimated amount thereof, of such Losses (if known or reasonably capable of estimation, ) and the method of computation of such LossLosses, all with reasonable particularity and containing 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 any claim, action, suit or proceeding is asserted or instituted by 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 Indemnifying Party of such claim, action, suit or proceeding and tender to the Indemnifying Party the defense of such claim, action, suit or proceeding. A failure by an the Indemnified Party to give notice and to tender the defense of such claim, action, suit or proceeding an Indemnity Claim in a timely manner pursuant to this Section 6.2 8.03 shall not limit the obligation of the Indemnifying Party under this Article 6VIII, except (a) to the extent such Indemnifying Party is actually prejudiced therebythereby or (b) as provided in Section 8.05. In the event that the Indemnifying Party agrees to or is determined (by final arbitral award) to have an obligation to reimburse the Indemnified Party for Losses as provided in this Article VIII, the Indemnifying Party shall, subject to the provisions of Section 8.06, promptly (but, in any event, within 30 days following such agreement or determination) pay such amount to the Indemnified Party by wire transfer of immediately available funds to the account specified in writing by the Indemnified Party. If an Indemnifying Party objects in writing to any Indemnity Claim made in such Indemnity Claim notice, then the Indemnifying Party and the Indemnified Party shall attempt in good faith for a period of 20 days following the Indemnified Party’s receipt of such objection notice to agree upon the respective rights of the parties with respect to each of such Indemnity Claims. If no such agreement is reached after such 20-day period of good faith negotiation, or if the Indemnifying Party does not object in writing to such Indemnity Claim notice, then either the Indemnifying Party or the Indemnified Party may initiate arbitration for purposes of having the matter settled in accordance with Section 10.11. If any Indemnity Claim is based on any action, claim, suit or proceeding (in equity or at law) instituted by a third party with respect to which the Indemnified Party intends to claim any Loss under this Article VIII (a “Third Party Claim”), then the Indemnified Party shall promptly notify (the “Third Party Claim Notice”) in writing 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 notice of and to offer to tender the defense of any Third Party Claim in a timely manner pursuant to this Section 8.03 shall not limit the obligation of the Indemnifying Party under this Article VIII, except (a) to the extent such Indemnifying Party is actually prejudiced thereby or (b) as provided in Section 8.05.

Notice of Claims. If either Each Party against whom a Buyer Indemnified claim for indemnity pursuant to this Section 5.3(c) shall have been made (each, an “Indemnifying Party”) shall have the right to defend the Person seeking such indemnity (each, on the one hand, or a 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”)) with counsel of such Indemnifying Party’s choice in respect of any third party claim, has suffered or incurred any Losses for which indemnification may be sought under this Article 6so long as (i) such counsel is reasonably satisfactory to the Indemnified Party, (ii) the Indemnifying Party shall have provided written notice to the Indemnified Party, within thirty (30) days after receipt by the Indemnifying Party of the related Claims Notice, indicating that the Indemnifying Party will indemnify the Indemnified Party shall so notify in accordance with the other party from whom indemnification is sought under this Article 6 (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 reference to the provisions terms of this Agreement in respect Section 5.3 and (iii) the Indemnifying Party conducts the defense of which such Loss the third party claim or matter actively and diligently. The Indemnified Party shall have occurredthe right to retain separate co-counsel at its sole cost and expense and participate in the defense of any such claim or matter. If any claim, action, suit or proceeding is asserted or instituted Knowledge by or against Licensee or a Third Party with respect to which an Indemnified Party intends to claim of any Loss breach or non-compliance hereunder shall not constitute a waiver of such Indemnified Party’s rights and remedies under this Article 6Agreement, provided that such Indemnified Party shall promptly notify have notified the applicable Indemnifying Party of such claim, action, suit breach or proceeding and tender to the Indemnifying Party the defense of such claim, action, suit non-compliance in a timely manner. No express or proceeding. A failure implied waiver by an Indemnified Party of any default hereunder shall in any way be, or be construed to give notice and be, a waiver of any other default. The failure or delay of an Indemnified Party to tender the defense exercise any of such claim, action, suit or proceeding in a timely manner pursuant to this Section 6.2 its rights granted hereunder regarding any default shall not limit constitute a waiver of any such right as to any other default, and any single or partial exercise of any particular right granted to an Indemnified Party hereunder shall not exhaust the obligation same or constitute a waiver of the Indemnifying Party under this Article 6, except to the extent such Indemnifying Party is actually prejudiced thereby.any other right provided herein. MASTER LOAN SERVICING AGREEMENT – Page 22 ARTICLE VI

Notice of Claims. If either a Buyer Indemnified Party, on the one hand, or a 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 6, the The Indemnified Party shall so notify the other party from whom Indemnifying Party in writing promptly after becoming aware of any Damages which an Indemnified Party shall have determined has given rise to a claim for indemnification is sought under this Article 6 VIII. Such written notice (the a “Indemnifying PartyClaim Notice”) promptly in writing describing such Loss, shall include an estimate of the amount or estimated amount thereofDamages, if known or reasonably capable of estimationknown, and the method of computation of such Loss, all with reasonable particularity thereof and containing a reference to the specific provisions of this Agreement in respect of which it seeks indemnification. As soon as practicable after the date of such Loss shall have occurred. If any claimClaim Notice, action, suit or proceeding is asserted or instituted by or against Licensee or a Third Party with respect to which an Indemnified Party intends to claim any Loss under this Article 6, such the Indemnified Party shall promptly notify provide the Indemnifying Party or his or her agents access to all books and records in the possession or control of such claim, action, suit or proceeding and tender to the Indemnified Party which the Indemnifying Party reasonably determines to be related to such claim. If the defense Indemnifying Party notifies the Indemnified Party that it does not dispute the claim or the estimated amount of Damages described in such Claim Notice, or fails to notify the Indemnified Party within thirty (30) days after delivery of such claimClaim Notice whether the Indemnifying Party disputes the claim or the estimated amount of Damages described in such Claim Notice, action, suit or proceeding. A failure by an the estimated Damages in the amount specified in the Indemnified Party to give notice and to tender the defense of such claim, action, suit or proceeding in Party’s Claim Notice will be conclusively deemed a timely manner pursuant to this Section 6.2 shall not limit the obligation Liability of the Indemnifying Party under this Article 6, except and the Indemnifying Party shall pay the amount of such Damages to the extent such Indemnified Party. If the Indemnifying Party is actually prejudiced therebyhas timely disputed its liability with respect to such claim or the estimated amount of Damages, the dispute shall be resolved, and the amount, if any, of Damages payable by the Indemnifying Party to the Indemnified Party shall be determined, in accordance with Section 9.5 below. The provisions of this Section 8.3 do not apply to Third Party Actions.