Common use of Notice of Claims Clause in Contracts

Notice of Claims. At the time when any Indemnified Party learns of any potential Claim against the Indemnifying Party it will promptly give written notice (a “Claim Notice”) to the Indemnifying Party; provided that failure to do so shall not prevent recovery under this Option Agreement, except to the extent that the Indemnifying Party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such Claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by Law, such Indemnified Party shall deliver to the Indemnifying Party, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to claims asserted by third parties (“Third Party Claims”). Any Indemnified Party may at its option demand indemnity under this Article VII as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as such Indemnified Party shall in good faith determine that such claim is not frivolous and that such Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof.

Notice of Claims. At the time when Promptly after any Indemnified Party learns becomes aware of any potential facts giving rise to a Claim against the Indemnifying by it for indemnification pursuant to this Article, such Indemnified Party it will promptly give written notice shall provide Notice to Company (a “Claim Notice”) outlining such Claim and a copy of all papers served with respect thereto (if any). For purposes of this Section, receipt by an Indemnified Party of Notice of any Claim by or from any Person other than a Party to this Agreement which gives rise to a Claim on behalf of such Indemnified Party shall require prompt Notice from the Indemnifying PartyIndemnified Party to Company of the receipt of such Notice as provided in the first sentence of this Section 6.05; provided provided, however, that the failure of any Indemnified Party to do so give timely Notice shall not prevent recovery under this Option Agreement, affect its rights to indemnification hereunder except to the extent that the Indemnifying Party shall have been Company is materially prejudiced by such failurethereby. Each Claim Notice shall describe in reasonable detail set forth all information regarding the facts known Claim as the Indemnified Party shall then have and shall contain a statement to such the extent that the Indemnified Party giving rise the Notice is making a Claim pursuant to such Claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by Law, such Indemnified Party shall deliver to the Indemnifying Party, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to claims asserted by third parties (“Third Party Claims”). Any Indemnified Party may at its option a formal demand indemnity for indemnification under this Article VII as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as such Indemnified Party shall in good faith determine that such claim is not frivolous and that such Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereofVI.

Notice of Claims. At the time when any Indemnified Party learns of any potential Claim claim that is subject to indemnification pursuant to the terms of this Agreement (a “Claim”) against the Indemnifying Party it will promptly give written notice (a “Claim Notice”) to the Indemnifying Party; provided that failure to do so shall not prevent recovery under this Option Agreement, except to the extent that the Indemnifying Party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such Claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by Law, such Indemnified Party shall deliver to the Indemnifying Party, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to claims asserted by third parties (“Third Party Claims”). Any Indemnified Party may at its option demand indemnity under this Article VII V as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as such Indemnified Party shall in good faith determine that such claim is not frivolous and that such Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof.

Notice of Claims. At the time when any Indemnified Party learns of any potential Claim against the Indemnifying Party it will promptly give written notice (a “Claim Notice”) to the Indemnifying Party; provided that failure to do so shall not prevent recovery under this Option Agreement, except to the extent that the Indemnifying Party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such Claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by Law, such Indemnified Party shall deliver to the Indemnifying Party, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to claims asserted by third parties (“Third Party Claims”). Any Indemnified Party may at its option demand indemnity under this Article VII as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as such Indemnified Party shall in good faith determine that such claim is not frivolous and that such Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof.

Notice of Claims. At If any of the time when Persons to be indemnified under this Section 5.6 (the “Indemnified Party”) has determined that any matters (other than a Third Party Claim) has given or could give rise to a right of indemnification under this Agreement, the Indemnified Party shall so notify the Party from whom indemnification is sought (the “Indemnifying Party”) promptly, describing in reasonable detail, the basis for such claim. If any Indemnified Party learns receives written notice of the assertion of any potential Claim against Action (in equity or at law) instituted by a Third Party (a “Third Party Claim”) with respect to which the Indemnified Party intends to claim any Loss under this Section 5.6, the Indemnified Party shall promptly notify the Indemnifying Party it will promptly give written notice of such Action (a the “Third Party Claim Notice”), describing in reasonable detail, the basis for such claim. A failure by the Indemnified Party to give notice of any Action [***] 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. in a timely manner pursuant to this Section 5.6(c) shall not limit the obligation of the Indemnifying Party under this Section 5.6, except (i) to the Indemnifying Party; provided that failure to do so shall not prevent recovery under this Option Agreement, except to the extent that the such Indemnifying Party shall have been materially is actually prejudiced by such failure. Each Claim Notice shall describe thereby or (b) as provided in reasonable detail the facts known to such Indemnified Party giving rise to such Claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by Law, such Indemnified Party shall deliver to the Indemnifying Party, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to claims asserted by third parties (“Third Party Claims”). Any Indemnified Party may at its option demand indemnity under this Article VII as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as such Indemnified Party shall in good faith determine that such claim is not frivolous and that such Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereofSection 6.2.

Notice of Claims. At the time when any (a) Any Indemnified Party learns shall, within the limitation period provided for in Section 7.1, give, in the case of indemnification sought by: (i) any potential Claim against the Indemnifying Party it will promptly give Seller Indemnified Party, to Buyer; or (ii) any Buyer Indemnified Party, to Seller, a written notice (a “Claim Notice”) that includes a general description of the facts giving rise to the Indemnifying Party; provided claim for indemnification hereunder that failure to do so shall not prevent recovery under this Option Agreement, except is the subject of the Claim Notice (if and to the extent that the Indemnifying Party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such Claimthen known), and the amount or a good faith estimate of the amount of Losses arising therefrom. Unless prohibited by Law, such Indemnified Party shall deliver claim and a reference to the provision of this Agreement upon which such claim is based along with disclosure of any policy of insurance which may afford coverage for all or part of such claim. A Claim Notice shall be given promptly following the claimant’s determination that facts or events give rise to a claim for indemnification hereunder; provided that the failure to give such written notice (i) shall not relieve any Indemnifying Party, promptly after such Indemnified Party’s receipt thereof, copies Party of all notices and documents (including court papers) received by such Indemnified Party relating to claims asserted by third parties (“Third Party Claims”). Any Indemnified Party may at its option demand indemnity obligations under this Article VII as soon as a Claim has VII, except to the extent it shall have been threatened actually and materially prejudiced by a third partysuch failure, regardless and (ii) shall not relieve any Indemnifying Party of whether an actual Loss has been suffered, so long as such any other obligation or liability it may have to any Indemnified Party shall in good faith determine that such claim is not frivolous and that such Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereofthan under this Article VII.

Notice of Claims. At the time when Promptly after any Indemnified Party learns becomes aware of any potential facts giving rise to a Claim against the Indemnifying by it for indemnification pursuant to this Article IV, such Indemnified Party it will promptly give written notice shall provide Notice to Carrier (a “Claim Notice”) outlining such Claim and a copy of all papers served with respect thereto (if any). For purposes of this Section, receipt by an Indemnified Party of Notice of any Claim by or from any Person other than a Party to this Agreement which gives rise to a Claim on behalf of such Indemnified Party shall require prompt Notice from the Indemnifying PartyIndemnified Party to Carrier of the receipt of such Notice as provided in the first sentence of this Section 4.04; provided provided, however, that the failure of any Indemnified Party to do so give timely Notice shall not prevent recovery under this Option Agreement, affect its rights to indemnification hereunder except to the extent that the Indemnifying Party shall have been Carrier is materially prejudiced by such failurethereby. Each Claim Notice shall describe in reasonable detail set forth all information regarding the facts known Claim as the Indemnified Party shall then have and shall contain a statement to such the extent that the Indemnified Party giving rise the Notice is making a Claim pursuant to such Claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by Law, such Indemnified Party shall deliver to the Indemnifying Party, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to claims asserted by third parties (“Third Party Claims”). Any Indemnified Party may at its option a formal demand indemnity for indemnification under this Article VII as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as such Indemnified Party shall in good faith determine that such claim is not frivolous and that such Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereofIV.

Notice of Claims. At the time when any Any Generico Indemnified Party learns of any potential Claim against or Alpha Indemnified Party seeking indemnification hereunder (the Indemnifying “Indemnified Party”) shall give promptly to the Person obligated to provide indemnification to such Indemnified Party it will promptly give written (the “Indemnitor”) a notice (a “Claim Notice”) to the Indemnifying Party; provided that failure to do so shall not prevent recovery under this Option Agreement, except to the extent that the Indemnifying Party shall have been materially prejudiced by such failure. Each Claim Notice shall describe describing in reasonable detail the facts known to such Indemnified Party giving rise to the claim for indemnification hereunder and shall include in such Claim, and Claim Notice (if then known) the amount or good faith estimate the method of computation of the amount of Losses arising therefrom. Unless prohibited by Lawsuch claim, such Indemnified Party shall deliver or a reasonable estimate thereof, and a reference to the Indemnifying Partyprovision of this Agreement or any other agreement, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to claims asserted by third parties (“Third Party Claims”). Any Indemnified Party may at its option demand indemnity under this Article VII as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as such Indemnified Party shall document or instrument executed hereunder or in good faith determine that connection herewith upon which such claim is based; provided, however, that a Claim Notice in respect of any pending or overtly threatened action at law or suit in equity by or against a third Person as to which indemnification will be sought shall be given promptly after the threat has been communicated or the action or suit is commenced; provided further that, in each case, the failure to give such notice shall not frivolous and that relieve the Indemnitor of its obligations hereunder except to the extent it shall have been prejudiced by such Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereoffailure.

Notice of Claims. At The Parties agree that in case any claim is made, or any suit or action is commenced which, if not corrected, may give rise to a right of indemnification for a Party hereunder ("Indemnified Party") from the time when any other Party ("Indemnifying Party"), the Indemnified Party learns of any potential Claim against will give notice to the Indemnifying Party it will as promptly give written as practicable after the receipt by the Indemnified Party of such notice (or knowledge of such claim, suit, or action. On a “Claim Notice”) best efforts basis, notice to the Indemnifying PartyParty shall be given no later than fifteen days after receipt by the Indemnified Party in the event a suit or action has commenced or thirty days under all other circumstances; provided provided, however, that the failure to do so give prompt notice shall not prevent recovery under this Option Agreement, relieve an Indemnifying Party of its obligation to indemnify except to the extent that the Indemnifying Party shall have been is materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such Claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by Law, such The Indemnified Party shall deliver make available to the Indemnifying PartyParty and its counsel and accountants at reasonable times and for reasonable periods, promptly after such Indemnified Party’s receipt thereofduring normal business hours, copies all books and records of all notices and documents (including court papers) received by such the Indemnified Party relating to claims asserted by third parties (“Third any such possible claim for indemnification, and each Party Claims”). Any Indemnified Party will render to the other such assistance as it may at its option demand indemnity under this Article VII as soon as reasonably require of the other in order to ensure prompt and adequate defense of any suit, claim or proceeding based upon a Claim has been threatened by statement of facts which may give rise to a third party, regardless right of whether an actual Loss has been suffered, so long as such Indemnified Party shall in good faith determine that such claim is not frivolous and that such Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereofindemnification hereunder.

Notice of Claims. At A Party entitled to indemnification hereunder (the time when any Indemnified “Claiming Party”) will give the Party learns obligated to provide such indemnification (the “Indemnifying Party”) prompt notice of any potential Claim against the Indemnifying claim, for which such Claiming Party it will promptly give written notice proposes to demand indemnification, (1) by a Person that is not a Party nor an Other Indemnified Person (such a claim being a “Third-Party Claim” and such notice of such Third-Party Claim being the “Initial Claim Notice”) or (2) that does not involve a Third-Party Claim, in each case specifying the amount and nature of such claim (to the extent known). Thereafter, the Claiming Party will give the Indemnifying Party; provided that , promptly after the Claiming Party’s (or any of its applicable Other Indemnified Person’s) receipt or delivery thereof, copies of all documents (including court papers) received or delivered by the Claiming Party (or any such Other Indemnified Person) relating to any such Third-Party Claim. The failure to do so shall promptly give such notice or to promptly give such copies will not prevent recovery under this Option Agreementrelieve the Indemnifying Party of any Liability hereunder, except if the Indemnifying Party was prejudiced thereby, but only to the extent that the Indemnifying Party shall have been materially demonstrates that it was prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such Claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by Law, such Indemnified Party shall deliver to the Indemnifying Party, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to claims asserted by third parties (“Third Party Claims”). Any Indemnified Party may at its option demand indemnity under this Article VII as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as such Indemnified Party shall in good faith determine that such claim is not frivolous and that such Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereofthereby.

Notice of Claims. At the time when any Any Indemnified Party learns that proposes to assert a right to be indemnified under this Section 10 shall notify Alexza or Holdings, as applicable (the “Indemnifying Party”), promptly after receipt of notice of commencement of any potential Claim action, suit or proceeding against such Indemnified Party (an “Indemnified Proceeding”) in respect of which a claim is to be made under this Section 10, or the incurrence or realization of any Loss in respect of which a claim is to be made under this Section 10, of the commencement of such Indemnified Proceeding or of such incurrence or realization, enclosing a copy of all relevant documents, including all papers served and claims made, but the omission to so notify the applicable Indemnifying Party promptly of any such Indemnified Proceeding or incurrence or realization shall not relieve (x) such Indemnifying Party from any liability that it will promptly give written notice (a “Claim Notice”) may have to such Indemnified Party under this Section 10 or otherwise, except, as to such Indemnifying Party’s liability under this Section 10, to the Indemnifying Party; provided that failure to do so shall not prevent recovery under this Option Agreementextent, except but only to the extent extent, that the such Indemnifying Party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known omission, or (y) any other indemnitor from liability that it may have to such any Indemnified Party giving rise to such Claim, and under the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by Law, such Indemnified Party shall deliver to the Indemnifying Party, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to claims asserted by third parties (“Third Party Claims”). Any Indemnified Party may at its option demand indemnity under this Article VII as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as such Indemnified Party shall in good faith determine that such claim is not frivolous and that such Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereofOperative Documents.

Notice of Claims. At A Party entitled to indemnification hereunder (the time when any Indemnified “Claiming Party”) will give the Party learns obligated to provide such indemnification (the “Indemnifying Party”) prompt notice of any potential Claim against the Indemnifying claim, for which such Claiming Party it will promptly give written notice proposes to demand indemnification, (i) by a Person that is not a Party nor an Other Indemnified Person (such a claim being a “Third Party Claim” and such notice of such Third Party Claim being the “Initial Claim Notice”) to or (ii) that does not involve a Third Party Claim, in each case specifying the Indemnifying Party; provided that failure to do so shall not prevent recovery under this Option Agreementamount and nature of, except and basis for, such claim (in each case, to the extent that known). Thereafter, the Indemnifying Claiming Party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such Claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by Law, such Indemnified Party shall deliver to will give the Indemnifying Party, promptly after such Indemnified the Claiming Party’s (or any of its applicable Other Indemnified Person’s) receipt or delivery thereof, copies of all notices and documents (including court papers) received or delivered by the Claiming Party (or any such Other Indemnified Party Person) relating to claims asserted by third parties (“any such Third Party Claims”)Claim. Any Indemnified The failure to promptly give such notice or to promptly give such copies will not relieve the Indemnifying Party may at its option demand indemnity under this Article VII as soon as a Claim has been threatened by a third partyof any Liability hereunder, regardless except if the Indemnifying Party was prejudiced thereby, but only to the extent of whether an actual Loss has been suffered, so long as such Indemnified Party shall in good faith determine that such claim is not frivolous and that such Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereofprejudice.

Notice of Claims. At If any of the time when Persons to be indemnified under this Section 5.6 (the “Indemnified Party”) has determined that any matters (other than a Third Party Claim) has given or could give rise to a right of indemnification under this Agreement, the Indemnified Party shall so notify the Party from whom indemnification is sought (the “Indemnifying Party”) promptly, describing in reasonable detail, the basis for such claim. If any Indemnified Party learns receives written notice of the assertion of any potential Claim against Action (in equity or at law) instituted by a Third Party (a “Third Party Claim”) with respect to which the Indemnified Party intends to claim any Loss under this Section 5.6, the Indemnified Party shall promptly notify the Indemnifying Party it will promptly give written notice of such Action (a the “Third Party Claim Notice”), describing in reasonable detail, the basis for such claim. A failure by the Indemnified Party to give notice of any Action in a timely manner pursuant to this Section 5.6(c) shall not limit the obligation of the Indemnifying Party under this Section 5.6, except (i) to the Indemnifying Party; provided that failure to do so shall not prevent recovery under this Option Agreement, except to the extent that the such Indemnifying Party shall have been materially is actually prejudiced by such failure. Each Claim Notice shall describe thereby or (b) as provided in reasonable detail the facts known to such Indemnified Party giving rise to such Claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by Law, such Indemnified Party shall deliver to the Indemnifying Party, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to claims asserted by third parties (“Third Party Claims”). Any Indemnified Party may at its option demand indemnity under this Article VII as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as such Indemnified Party shall in good faith determine that such claim is not frivolous and that such Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereofSection 6.2.

Notice of Claims. At The parties agree that in case any claim is made, or any suit or action is commenced which, if not corrected, may give rise to a right of indemnification by a party hereunder ("Indemnified Party") from one of the time when any other parties ("Indemnifying Party"), the Indemnified Party learns will give notice to the Indemnifying party as promptly as practicable after receipt by the Indemnified party of any potential Claim against such notice or knowledge of such claim, suit, or action. On a best efforts basis, notice to the Indemnifying Party it will promptly give written notice (shall be given no later than fifteen days after receipt by the Indemnified Party in the event a “Claim Notice”) to suit or action has commenced or thirty days under all other circumstances; provided, however, that the Indemnifying Party; provided that failure to do so give prompt notice shall not prevent recovery under this Option Agreement, relieve an Indemnifying Party of its obligation to indemnify except to the extent that the Indemnifying Party shall have been is materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such Claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by Law, such The Indemnified Party shall deliver make available to the Indemnifying PartyParty and its counsel and accountants at reasonable times and for reasonable periods, promptly after such Indemnified Party’s receipt thereofduring normal business hours, copies all books and records of all notices and documents (including court papers) received by such the Indemnified Party relating to claims asserted by third parties (“Third Party Claims”)any such possible claim for indemnification, and each party will render to the other such assistance as it may reasonably require of the other in order to ensure prompt and adequate defense of any suit, claim or proceeding based upon a statement of facts which may give rise to a right of indemnification hereunder. Any Indemnified Party may at its option demand indemnity under this Article VII as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as such Indemnified Party shall in good faith determine that such claim is not frivolous and that such Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof.b.

Notice of Claims. At In the time when event that a Party (the “Indemnified Party”) shall become aware of any Loss in respect of which the other Party (the “Indemnifying Party”) agreed to indemnify the Indemnified Party learns of any potential Claim against pursuant to this Agreement (the Indemnifying “Indemnification Claim”), the Indemnified Party it will shall promptly give written notice (a “Claim Notice”) thereof to the Indemnifying Party; provided that failure to do . Such notice shall specify whether the Indemnification Claim arises as a result of a claim by a Person against the Indemnified Party (a “Third Party Claim”) or whether the Loss does not so arise (a “Direct Claim”) and shall not prevent recovery under this Option Agreement, except also specify with reasonable particularity (to the extent that the information is available), the factual basis for the Indemnification Claim and the amount of the Loss if known. If through the fault of the Indemnified Party the Indemnifying Party does not receive notice of any Indemnification Claim in time to contest effectively the determination of any liability susceptible of being contested, the Indemnifying Party shall have been materially prejudiced be entitled to set off against the amount claimed by such failure. Each Claim Notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such Claim, and the amount or good faith estimate of the amount of any Losses arising therefrom. Unless prohibited incurred by Law, such Indemnified Party shall deliver to the Indemnifying Party, promptly after such Party resulting from the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by failure to give such Indemnified Party relating to claims asserted by third parties (“Third Party Claims”). Any Indemnified Party may at its option demand indemnity under this Article VII as soon as notice on a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as such Indemnified Party shall in good faith determine that such claim is not frivolous and that such Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereoftimely basis.

Notice of Claims. At the time when any Any Indemnified Party learns that proposes to assert a right to be indemnified under this Article V shall notify Dynavax or Holdings, as applicable (the “Indemnifying Party”), promptly after receipt of notice of commencement of any potential Claim action, suit or proceeding against such Indemnified Party (an “Indemnified Proceeding”) in respect of which a claim is to be made under this Article V, or the incurrence or realization of any Loss in respect of which a claim is to be made under this Article V, of the commencement of such Indemnified Proceeding or of such incurrence or realization, enclosing a copy of all relevant documents, including all papers served and claims made, but the omission to so notify the applicable Indemnifying Party promptly of any such Indemnified Proceeding or incurrence or realization shall not relieve (x) such Indemnifying Party from any liability that it will promptly give written notice (a “Claim Notice”) may have to such Indemnified Party under this Article V or otherwise, except, as to such Indemnifying Party’s liability under this Article V, to the Indemnifying Party; provided that failure to do so shall not prevent recovery under this Option Agreementextent, except but only to the extent extent, that the such Indemnifying Party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known omission, or (y) any other indemnitor from liability that it may have to such any Indemnified Party giving rise to such Claim, and under the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by Law, such Indemnified Party shall deliver to the Indemnifying Party, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to claims asserted by third parties (“Third Party Claims”). Any Indemnified Party may at its option demand indemnity under this Article VII as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as such Indemnified Party shall in good faith determine that such claim is not frivolous and that such Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereofOperative Documents.

Notice of Claims. At The Parties agree that in case any claim is made, or any suit or action is filed or served (whichever is the time when any earlier) which, if not corrected, may give rise to a right of indemnification for a Party hereunder ("Indemnified Party") from the other Party ("Indemnifying Party"), the Indemnified Party learns of any potential Claim against will give notice to the Indemnifying Party it will as promptly give written as practicable after the receipt by the Indemnified Party of such notice (or knowledge of such claim, suit, or action. On a “Claim Notice”) best efforts basis, notice to the Indemnifying PartyParty shall be given no later than fifteen days after receipt by the Indemnified Party in the event a suit or action has commenced or thirty days under all other circumstances; provided provided, however, that the failure to do so give prompt notice shall not prevent recovery under this Option Agreement, relieve an Indemnifying Party of its obligation to indemnify except to the extent that the Indemnifying Party shall have been is materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such Claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by Law, such The Indemnified Party shall deliver make available to the Indemnifying PartyParty and its counsel and accountants at reasonable times and for reasonable periods, promptly after such Indemnified Party’s receipt thereofduring normal business hours, copies all books and records of all notices and documents (including court papers) received by such the Indemnified Party relating to claims asserted by third parties (“Third any such possible claim for indemnification, and each Party Claims”). Any Indemnified Party will render to the other such assistance as it may at its option demand indemnity under this Article VII as soon as reasonably require of the other in order to ensure prompt and adequate defense of any suit, claim or proceeding based upon a Claim has been threatened by statement of facts which may give rise to a third party, regardless right of whether an actual Loss has been suffered, so long as such Indemnified Party shall in good faith determine that such claim is not frivolous and that such Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereofindemnification hereunder.

Notice of Claims. At the time when any Any Indemnified Party learns that proposes to assert a right to be indemnified under this Section 10 shall notify the Company or Holdings, as applicable (the “Indemnifying Party”), promptly after receipt of notice of commencement of any potential Claim action, suit or proceeding against such Indemnified Party (an “Indemnified Proceeding”) in respect of which a claim is to be made under this Section 10, or the incurrence or realization of any Loss in respect of which a claim is to be made under this Section 10, of the commencement of such Indemnified Proceeding or of such incurrence or realization, enclosing a copy of all relevant documents, including all papers served and claims made, but the omission to so notify the applicable Indemnifying Party promptly of any such Indemnified Proceeding or incurrence or realization shall not relieve (x) such Indemnifying Party from any liability that it will promptly give written notice (a “Claim Notice”) may have to such Indemnified Party under this Section 10 or otherwise, except, as to such Indemnifying Party’s liability under this Section 10, to the Indemnifying Party; provided that failure to do so shall not prevent recovery under this Option Agreementextent, except but only to the extent extent, that the such Indemnifying Party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known omission, or (y) any other indemnitor from liability that it may have to such any Indemnified Party giving rise to such Claim, and under the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by Law, such Indemnified Party shall deliver to the Indemnifying Party, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to claims asserted by third parties (“Third Party Claims”). Any Indemnified Party may at its option demand indemnity under this Article VII as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as such Indemnified Party shall in good faith determine that such claim is not frivolous and that such Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereofOperative Documents.

Notice of Claims. At The parties agree that in case any claim is made, or any suit or action is commenced which, if not corrected, may give rise to a right of indemnification by a party hereunder ("Indemnified Party") from one of the time when any other parties ("Indemnifying Party"), the Indemnified Party learns will give notice to the Indemnifying party as promptly as practicable after the receipt by the Indemnified party of any potential Claim against such notice or knowledge of such claim, suit, or action. On a best efforts basis, notice to the Indemnifying Party it will promptly give written notice (shall be given no later than fifteen days after receipt by the Indemnified Party in the event a “Claim Notice”) to suit or action has commenced or thirty days under all other circumstances; provided, however, that the Indemnifying Party; provided that failure to do so give prompt notice shall not prevent recovery under this Option Agreement, relieve an Indemnifying Party of its obligation to indemnify except to the extent that the Indemnifying Party shall have been is materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such Claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by Law, such The Indemnified Party shall deliver make available to the Indemnifying PartyParty and its counsel and accountants at reasonable times and for reasonable periods, promptly after such Indemnified Party’s receipt thereofduring normal business hours, copies all books and records of all notices and documents (including court papers) received by such the Indemnified Party relating to claims asserted by third parties (“Third Party Claims”). Any Indemnified Party any such possible claim for indemnification, and each party will render to the other such assistance as it may at its option demand indemnity under this Article VII as soon as reasonably require of the other in order to ensure prompt and adequate defense of any suit, claim or proceeding based upon a Claim has been threatened by statement of facts which may give rise to a third party, regardless right of whether an actual Loss has been suffered, so long as such Indemnified Party shall in good faith determine that such claim is not frivolous and that such Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereofindemnification hereunder.

Notice of Claims. At the time when any Any Indemnified Party learns that proposes to assert a right to be indemnified under this Section 10 shall notify Dynavax or Holdings, as applicable (the “Indemnifying Party”), promptly after receipt of notice of commencement of any potential Claim action, suit or proceeding against such Indemnified Party (an “Indemnified Proceeding”) in respect of which a claim is to be made under this Section 10, or the incurrence or realization of any Loss in respect of which a claim is to be made under this Section 10, of the commencement of such Indemnified Proceeding or of such incurrence or realization, enclosing a copy of all relevant documents, including all papers served and claims made, but the omission to so notify the applicable Indemnifying Party promptly of any such Indemnified Proceeding or incurrence or realization shall not relieve (x) such Indemnifying Party from any liability that it will promptly give written notice (a “Claim Notice”) may have to such Indemnified Party under this Section 10 or otherwise, except, as to such Indemnifying Party’s liability under this Section 10, to the Indemnifying Party; provided that failure to do so shall not prevent recovery under this Option Agreementextent, except but only to the extent extent, that the such Indemnifying Party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known omission, or (y) any other indemnitor from liability that it may have to such any Indemnified Party giving rise to such Claim, and under the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by Law, such Indemnified Party shall deliver to the Indemnifying Party, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to claims asserted by third parties (“Third Party Claims”). Any Indemnified Party may at its option demand indemnity under this Article VII as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as such Indemnified Party shall in good faith determine that such claim is not frivolous and that such Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereofOperative Documents.

Notice of Claims. At the time when any Indemnified Party learns of any potential Claim claim that is subject to indemnification pursuant to the terms of this Agreement (a “Claim”) against the Indemnifying Party it will promptly give written notice (a “Claim Notice”) to the Indemnifying Party; provided that failure to do so shall not prevent recovery under this Option Agreement, except to the extent that the Indemnifying Party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such Claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by Law, such Indemnified Party shall deliver to the Indemnifying Party, promptly after such Indemnified Party’s 's receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to claims asserted by third parties (“Third Party Claims”). Any Indemnified Party may at its option demand indemnity under this Article VII V as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as such Indemnified Party shall in good faith determine that such claim is not frivolous and that such Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof.

Notice of Claims. At Each party entitled to indemnification under this Section 6 (the time when any "Indemnified Party") shall give notice to the party that allegedly is obligated hereunder to indemnify the Indemnified Party learns (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any potential Claim against claims as to which indemnity may be sought, and shall permit the Indemnifying Party it will promptly give written notice (a “Claim Notice”) to assume the defense of any such claim or any litigation resulting therefrom; provided, however, that counsel for the Indemnifying Party; provided that failure to do so , who shall conduct the defense of such claim or any litigation resulting therefore, shall be approved by the Indemnified Party (whose approval shall not prevent recovery under this Option Agreementunreasonably be withheld), except to and the extent that Indemnified Party may participate in such defense at such party's expense (unless the Indemnifying Indemnified Party shall have been materially prejudiced advised by counsel that actual or potential differing interests or defenses exist or may exist between the Indemnifying Party and the Indemnified Party, in which case such failureexpense shall by paid by the Indemnifying Party); and provided further that the failure of any Indemnified Party to give notice as provided in this Agreement shall not relieve the Indemnifying Party of its obligations under this Section 6. Each Claim Notice shall describe No Indemnifying Party, in reasonable detail the facts known defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party giving rise of a release from all liability in respect to such Claim, and the amount claim or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by Law, such Indemnified Party shall deliver to the Indemnifying Party, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to claims asserted by third parties (“Third Party Claims”). Any Indemnified Party may at its option demand indemnity under this Article VII as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as such Indemnified Party shall in good faith determine that such claim is not frivolous and that such Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereoflitigation.

Notice of Claims. At In the time when event that a Party (the "Indemnified Party") shall become aware of any Loss in respect of which the other Party (the "Indemnifying Party") agreed to indemnify the Indemnified Party learns of any potential Claim against pursuant to this Agreement (the Indemnifying "Indemnification Claim"), the Indemnified Party it will shall promptly give written notice (a “Claim Notice”) thereof to the Indemnifying Party; provided that failure to do . Such notice shall specify whether the Indemnification Claim arises as a result of a claim by a Person against the Indemnified Party (a "Third Party Claim") or whether the Loss does not so arise (a "Direct Claim") and shall not prevent recovery under this Option Agreement, except also specify with reasonable particularity (to the extent that the information is available) the factual basis for the Indemnification Claim and the amount of the Loss if known. If through the fault of the Indemnified Party the Indemnifying Party does not receive notice of any Indemnification Claim in time to contest effectively the determination of any liability susceptible of being contested, the Indemnifying Party shall have been materially prejudiced be entitled to set off against the amount claimed by such failure. Each Claim Notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such Claim, and the amount or good faith estimate of the amount of any Losses arising therefrom. Unless prohibited incurred by Law, such Indemnified Party shall deliver to the Indemnifying Party, promptly after such Party resulting from the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by 's failure to give such Indemnified Party relating to claims asserted by third parties (“Third Party Claims”). Any Indemnified Party may at its option demand indemnity under this Article VII as soon as notice on a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as such Indemnified Party shall in good faith determine that such claim is not frivolous and that such Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereoftimely basis.

Notice of Claims. At the time when any As soon as reasonably practicable after receipt by an Indemnified Party learns of notice of any potential Claim liability or claim incurred by or asserted against the Indemnifying Indemnified Party it will promptly that is subject to indemnification under this Article, the Indemnified Party shall give written notice (a “Claim Notice”) thereof to the Indemnifying Partyindemnifying party; provided that failure to do so shall give notice to the indemnifying party will not prevent recovery under this Option Agreementrelieve the indemnifying party from any liability which it may have to any Indemnified Party, except unless, and only to the extent that the Indemnifying Party that, such failure (a) shall have been caused prejudice to the defense of such claim or (b) shall have materially prejudiced increased the costs or potential liability of the indemnifying party by reason of the inability or failure of the indemnifying party (due to such failurelack of prompt notice) to be involved in any investigations or negotiations regarding any such claim. Each Claim Notice Such notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such Claimclaim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by Lawlaw, such Indemnified Party shall deliver to the Indemnifying Partyindemnifying party, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to claims asserted by third parties (“Third Party Claims”). Any Indemnified Party may at its option demand indemnity under this Article VII as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as such Indemnified Party shall in good faith determine that such claim is not frivolous and that such Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereofclaim.

Notice of Claims. At The parties agree that in case any claim is made, or any suit or action is commenced which, if not corrected, may give rise to a right of indemnification by a party hereunder ("Indemnified Party") from one of the time when any other parties ("Indemnifying Party"), the Indemnified Party learns will give notice to the Indemnifying party as promptly as practicable after the receipt by the Indemnified party of any potential Claim against such notice or knowledge of such claim, suit, or action. On a best efforts basis, notice to the Indemnifying Party it will promptly give written notice (shall be given no later than fifteen days after receipt by the Indemnified Party in the event a “Claim Notice”) to suit or action has commenced or thirty days under all other circumstances; provided, however, that the Indemnifying Party; provided that failure to do so give prompt notice shall not prevent recovery under this Option Agreement, relieve an Indemnifying Party of its obligation to indemnify except to the extent that the Indemnifying Party shall have been is materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such Claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by Law, such The Indemnified Party shall deliver make available to the Indemnifying PartyParty and its counsel and accountants at reasonable times and for reasonable periods, promptly after such Indemnified Party’s receipt thereofduring normal business hours, copies all books and records of all notices and documents (including court papers) received by such the Indemnified Party relating to claims asserted by third parties (“Third Party Claims”)any such possible claim for indemnification, and each party will render to the other such assistance as it may reasonably require of the other in order to ensure prompt and adequate defense of any suit, claim or proceeding based upon a statement of facts which may give rise to a right of indemnification hereunder. Any Indemnified Party may at its option demand indemnity under this Article VII as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as such Indemnified Party shall in good faith determine that such claim is not frivolous and that such Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof.9

Notice of Claims. At In the time when event that (i) any claim, demand or Proceeding is asserted or instituted by any Person other than the parties to this Agreement or their Affiliates which could give rise to Losses for which an Indemnifying Party could be liable to an Indemnified Party under this Agreement (such claim, demand or Proceeding, a "THIRD PARTY CLAIM") or (ii) any Indemnified Party learns of under this Agreement shall have a claim to be indemnified by any potential Indemnifying Party under this Agreement which does not involve a Third Party Claim against (such claim, a "DIRECT CLAIM" and, together with Third Party Claims, "CLAIMS"), the Indemnified Party shall with reasonable promptness send to the Indemnifying Party it will promptly give a written notice specifying the nature of such claim, demand or Proceeding and the amount or estimated amount thereof (which amount or estimated amount shall not be conclusive of the final amount, if any, of such claim, demand or Proceeding) (a “Claim Notice”) to "CLAIM NOTICE"), PROVIDED that a delay in notifying the Indemnifying Party; provided that failure to do so Party shall not prevent recovery relieve the Indemnifying Party of its obligations under this Option Agreement, Agreement except to the extent that (and only to the extent that) such failure shall have caused the Losses for which the Indemnifying Party shall is obligated to be greater than such Losses would have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail had the facts known to such Indemnified Party giving rise to such Claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by Law, such Indemnified Party shall deliver to given the Indemnifying Party, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to claims asserted by third parties (“Third Party Claims”). Any Indemnified Party may at its option demand indemnity under this Article VII as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as such Indemnified Party shall in good faith determine that such claim is not frivolous and that such Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereofproper notice.

Notice of Claims. At In the time when event that (i) any claim, action, suit, arbitration, hearing or proceeding is asserted or instituted against any Indemnified Party learns by any Person other than the parties to this Agreement or their Affiliates which could give rise to Damages for which an Indemnifying Party could be liable to an Indemnified Party for Damages under this Agreement (such claim, demand or Proceeding, a "Third Party Claim") or (ii) any Indemnified Party under this Agreement shall have a claim to be indemnified for Damages by any Indemnifying Party under this Agreement which does not involve a Third Party Claim (such claim, a "Direct Claim" and, together with Third Party Claims, "Claims"), the Indemnified Party shall with reasonable promptness and in any event within 10 business days of any potential becoming aware of such Claim against send to the Indemnifying Party it will promptly give a written notice specifying in reasonably detail the nature of such Claim, the amount of Damages sought in such Claim, if known, and the provisions of this Agreement in respect of which such right of indemnification is claimed or arises (a “"Claim Notice”) to "), provided that a delay or defect in notifying the Indemnifying Party; provided that failure to do so Party shall not prevent recovery relieve the Indemnifying Party of its obligations under this Option Agreement, Agreement except to the extent that (and only to the extent that) the Indemnifying Party shall have been is materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such Claim, and the amount delay or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by Law, such Indemnified Party shall deliver to the Indemnifying Party, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to claims asserted by third parties (“Third Party Claims”). Any Indemnified Party may at its option demand indemnity under this Article VII as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as such Indemnified Party shall in good faith determine that such claim is not frivolous and that such Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereofdefect.

Notice of Claims. At In the time when event that (1) any claim or Action is asserted or instituted against any Indemnified Party learns of by any potential Person other than the Parties to this Agreement or their Affiliates which could give rise to Damages for which an Indemnifying Party could be liable to an Indemnified Party for Damages under this Agreement (such claim, demand or Proceeding, a "Third Party Claim") or (2) any Indemnified Party under this Agreement shall have a claim to be indemnified for Damages by any Indemnifying Party under this Agreement which does not involve a Third Party Claim against (such claim, a "Direct Claim" and, together with Third Party Claims, "Claims"), the Indemnified Party shall with reasonable promptness send to the Indemnifying Party it will promptly give a written notice specifying the nature of such Claim, the amount of Damages sought in such Claim, if known, and the provisions of this Agreement in respect of which such right of indemnification is claimed or arises (a “"Claim Notice”) to "), provided that a delay or defect in notifying the Indemnifying Party; provided that failure to do so Party shall not prevent recovery relieve the Indemnifying Party of its obligations under this Option Agreement, Agreement except to the extent that (and only to the extent that) the Indemnifying Party demonstrates such failure shall have caused the Damages for which the Indemnifying Party is obligated to be greater than such Damages would have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail had the facts known to such Indemnified Party giving rise to such Claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by Law, such Indemnified Party shall deliver to given the Indemnifying Party, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to claims asserted by third parties (“Third Party Claims”). Any Indemnified Party may at its option demand indemnity under this Article VII as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as such Indemnified Party shall in good faith determine that such claim is not frivolous and that such Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereoftimely notice.

Notice of Claims. At In the time when event that any Claim for which a Party (the "Indemnitor") would be liable to an Indemnified Sonic Party or an Indemnified Axeda Party (without distinction, an "Indemnified Party") hereunder is asserted against or sought to be collected from an Indemnified Party learns by a third party, the Indemnified Party shall promptly notify the Indemnitor of such Claim, specifying the nature of such Claim and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such Claim) (the "Claim Notice"). The failure of the Indemnified Party to notify the Indemnitor of such claim shall not relieve the Indemnitor of any potential Claim against the Indemnifying Party liability that it will promptly give written notice (a “Claim Notice”) may have with respect to the Indemnifying Party; provided that failure to do so shall not prevent recovery under this Option Agreement, such claim except to the extent the Indemnitor demonstrates that the Indemnifying Party shall have been materially defense of such claim is prejudiced by such failure. Each The Indemnitor shall have 30 days following the giving of the Claim Notice shall describe in reasonable detail (the facts known "Notice Period") to notify the Indemnified Party (A) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such Claim and (B) notwithstanding any such dispute, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party giving rise to against such Claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by Law, such Indemnified Party shall deliver to the Indemnifying Party, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to claims asserted by third parties (“Third Party Claims”). Any Indemnified Party may at its option demand indemnity under this Article VII as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as such Indemnified Party shall in good faith determine that such claim is not frivolous and that such Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof.

Notice of Claims. At The parties agree that in case any claim is made, or any suit or action is commenced which, if not corrected, may give rise to a right of indemnification by a party hereunder ("Indemnified Party") from one of the time when any other parties ("Indemnifying Party"), the Indemnified Party learns will give notice to the Indemnifying party as promptly as practicable after receipt by the Indemnified party of any potential Claim against such notice or knowledge of such claim, suit, or action. On a best efforts basis, notice to the Indemnifying Party it will promptly give written notice (shall be given no later than fifteen days after receipt by the Indemnified Party in the event a “Claim Notice”) to suit or action has commenced or thirty days under all other circumstances; provided, however, that the Indemnifying Party; provided that failure to do so give prompt notice shall not prevent recovery under this Option Agreement, relieve an Indemnifying Party of its obligation to indemnify except to the extent that the Indemnifying Party shall have been is materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such Claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by Law, such The Indemnified Party shall deliver make available to the Indemnifying PartyParty and its counsel and accountants at reasonable times and for reasonable periods, promptly after such Indemnified Party’s receipt thereofduring normal business hours, copies all books and records of all notices and documents (including court papers) received by such the Indemnified Party relating to claims asserted by third parties (“Third Party Claims”). Any Indemnified Party any such possible claim for indemnification, and each party will render to the other such assistance as it may at its option demand indemnity under this Article VII as soon as reasonably require of the other in order to ensure prompt and adequate defense of any suit, claim or proceeding based upon a Claim has been threatened by statement of facts which may give rise to a third party, regardless right of whether an actual Loss has been suffered, so long as such Indemnified Party shall in good faith determine that such claim is not frivolous and that such Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereofindemnification hereunder.