Common use of Notice of Claims Clause in Contracts

Notice of Claims. If any of the 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 receives written notice of the assertion of any 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 of such Action (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 extent such Indemnifying Party is actually prejudiced thereby or (b) as provided in Section 6.2.

Notice of Claims. If 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 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 amount of indemnification under this AgreementLosses arising therefrom. Unless prohibited by Law, the such Indemnified Party shall so notify deliver to the Party from whom indemnification is sought (the “Indemnifying Party”, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) promptly, describing in reasonable detail, the basis for received by such claim. If any Indemnified Party receives written notice of the assertion of any Action relating to claims asserted by third parties (in equity or at law) instituted by a Third Party (a “Third Party ClaimClaims”) with respect to which the ). Any Indemnified Party intends to claim any Loss may at its option demand indemnity under this Section 5.6Article VII as soon as a Claim has been threatened by a third party, the regardless of whether an actual Loss has been suffered, so long as such Indemnified Party shall promptly notify the Indemnifying Party of in good faith determine that such Action (the “Third Party Claim Notice”), describing in reasonable detail, the basis for claim is not frivolous and that such claim. A failure by the Indemnified Party to give notice of any Action in may be liable for, or otherwise incur, 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 extent such Indemnifying Party is actually prejudiced thereby or (b) Loss as provided in Section 6.2a result thereof.

Notice of Claims. If any of If, at or following the 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 Effective Time, an Indemnitee shall receive notice 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 receives written notice otherwise learn of the assertion by a Person (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 (in equity or at law) instituted by a Third Party (collectively, a “Third Third-Party Claim”) with respect to which the Indemnified Party intends to claim such Indemnitee may seek indemnification hereunder or under any Loss under this Section 5.6Ancillary Agreement, the Indemnified Party such Indemnitee shall promptly notify the give such Indemnifying Party written notice thereof as soon as reasonably practicable (or sooner if the nature of the Third-Party Claim so requires) after becoming aware of such Action (Third-Party Claim. Any such notice shall describe the “Third Third-Party Claim Notice”), describing in reasonable detail, including the basis facts and circumstances giving rise to such claim for such claim. A failure indemnification, and include copies of all notices and documents (including court papers) received by the Indemnified Indemnitee relating to the Third-Party Claim. Notwithstanding the foregoing, the failure of an Indemnitee to give provide notice of any Action in a timely manner pursuant to accordance with this Section 5.6(c4.5(a) shall not limit the obligation of the relieve an Indemnifying Party of its indemnification obligations under this Section 5.6Agreement, except (i) to the extent such to which the Indemnifying Party is actually prejudiced thereby or (b) as provided by the Indemnitee’s failure to provide notice in accordance with this Section 6.24.5(a).

Notice of Claims. If any If, at or following the date of the 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 an Indemnitee receives written notice or otherwise learns of the assertion of any Action (in equity or at law) instituted commencement by a Third Party of any Proceeding against the Indemnitee with respect to which the Indemnitee believes that AbbVie (in the case of an Abbott Indemnitee) or Abbott (in the case of an AbbVie Indemnitee) is obligated to provide indemnification to such Indemnitee pursuant to this Agreement or any Ancillary Agreement (collectively, a “Third Party Claim”), such Indemnitee shall give such Indemnifying Party Notice thereof within ten (10) with respect days (or sooner if the nature of the Third Party Claim so requires) after becoming aware of such Third Party Claim. The Notice must describe the Third Party Claim in reasonable detail or, in the alternative, include copies of all notices and documents (including court papers) received by the Indemnitee relating to which the Indemnified Third Party intends Claim. Notwithstanding the foregoing, the failure of any Indemnitee to claim any Loss under give the Notice as provided in this Section 5.6, 4.05(a) shall not relieve the Indemnified Party shall promptly notify the related Indemnifying Party of such Action (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 its obligations under this Section 5.6Article IV, except (i) to the extent that such Indemnifying Party is actually prejudiced thereby or (b) as provided by such failure to give the Notice in accordance with this Section 6.24.05(a).

Notice of Claims. If any of the Persons Indemnified Party desires to be indemnified under this Section 5.6 (the “assert its right to indemnification from an Indemnitor required to indemnify such 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 give the Party from whom indemnification is sought (Indemnitor prompt Notice of the “Indemnifying Party”) promptlyClaim giving rise thereto, describing which shall describe the Claim in reasonable detaildetail and shall indicate the estimated amount, the basis for such claim. If any Indemnified Party receives written notice if practicable, of the assertion indemnifiable loss that has been or may be sustained by the Indemnified Party. Such Notice shall specify whether the Claim arises as a result of any Action (in equity or at law) instituted a Claim by a Third third party against the Indemnified Party (a “Third Party Claim”) with respect to which or whether the Indemnified Party intends to claim any Loss under this Section 5.6, the Indemnified Party shall promptly notify the Indemnifying Party of such Action Claim does not so arise (the a “Third Party Claim NoticeDirect Claim”). The failure to promptly give the Indemnitor Notice hereunder shall not relieve the Indemnitor of its obligations hereunder, describing in reasonable detail, except to the basis for such claim. A extent that the Indemnitor is actually and materially prejudiced by the failure by of the Indemnified Party to promptly 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 extent such Indemnifying Party is actually prejudiced thereby or (b) as provided in Section 6.2Notice.

Notice of Claims. If any of the Persons to be indemnified under this Section 5.6 Purchaser Indemnitee or Seller Indemnitee (the an “Indemnified Party”) believes that it has determined that suffered or incurred any matters (other than a Third Party Claim) has given or could give rise Losses for which it is entitled to a right of indemnification under this AgreementArticle 7, the such Indemnified Party shall so notify the Party from whom indemnification is sought being claimed (the “Indemnifying Party”) promptly, describing in with reasonable detail, the basis for such claimpromptness and reasonable particularity. If any Indemnified Party receives written notice of the assertion of any Action (in equity or at law) claim is instituted by or against a Third Party (a “Third Party Claim”) third party with respect to which the any Indemnified Party intends to claim any Loss indemnification under this Section 5.6Article 7, the such Indemnified Party shall promptly notify the Indemnifying Party of such Action (the “Third Party Claim Notice”), describing in reasonable detail, the basis for such claim. A failure The notice provided by the Indemnified Party to the Indemnifying Party shall describe the claim (the “Asserted Liability”) in reasonable detail and shall indicate the amount (or an estimate) of the Losses that have been or may be suffered by the Indemnified Party. The failure of an Indemnified Party to give any notice of any Action in a timely manner pursuant to required by this Section 5.6(c) 7.3 shall not limit affect any of the obligation Indemnified Party’s rights under this Article 7 or otherwise except and to the extent that such failure is materially prejudicial to the rights or obligations of the Indemnifying Party under this Section 5.6, except (i) to the extent such Indemnifying Party is actually prejudiced thereby or (b) as provided in Section 6.2Party.

Notice of Claims. If any of the Persons to be indemnified under this Section 5.6 Article VIII (the “Indemnified Party”) has determined that suffered or incurred any matters (other than a Third Party Claim) has given or could give rise to a right of indemnification under this AgreementLoss, the Indemnified Party shall so notify the Party from whom indemnification is sought (the “Indemnifying Party”) promptlypromptly in writing, describing in reasonable detailsuch Loss, the basis for amount or estimated amount thereof, if known or reasonably capable of estimation, and the method of computation of such claimLoss, 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 Indemnified Party receives written notice of the assertion of any Action claim, action, suit or proceeding (in equity or at law) is instituted by a Third Party (a “Third Party Claim”) third party with respect to which the Indemnified Party intends to claim any Loss under this Section 5.6Article VIII (a “Third-Party Claim”), the Indemnified Party shall promptly notify the Indemnifying Party of such Action (claim, action, suit or proceeding and offer to tender to the “Third Indemnifying Party Claim Notice”), describing in reasonable detail, the basis for defense of such claim, action, suit or proceeding. A failure by the Indemnified Party to give notice and to offer to tender the defense of any Action claim, action, suit or proceeding in a timely manner pursuant to this Section 5.6(c) 8.3 shall not limit the obligation of the Indemnifying Party under this Section 5.6Article VIII, except (i) to the extent such Indemnifying Party is actually prejudiced thereby or (b) as provided in Section 6.2thereby.

Notice of Claims. If any of the 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 an Indemnitee receives written notice of the assertion of any Action (in equity or at law) instituted commencement by a Third Party of any Proceeding against the Indemnitee with respect to which the Indemnitee believes that Baxalta (in the case of a Baxter Indemnitee) or Baxter (in the case of a Baxalta Indemnitee) is obligated to provide indemnification to such Indemnitee pursuant to this Agreement or any Ancillary Agreement (collectively, a “Third Party Claim”), such Indemnitee shall (if such notice is received following the date of this Agreement) with respect give such Indemnifying Party Notice thereof within ten (10) days (or sooner if the nature of the Third Party Claim so requires) after becoming aware of such Third Party Claim. The Notice must describe the Third Party Claim in reasonable detail or, in the alternative, include copies of all notices and documents (including court papers) received by the Indemnitee relating to which the Indemnified Third Party intends Claim. Notwithstanding the foregoing, the failure of any Indemnitee to claim any Loss under give the Notice as provided in this Section 5.6, 4.05(a) shall not relieve the Indemnified Party shall promptly notify the related Indemnifying Party of such Action (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 its obligations under this Section 5.6Article IV, except (i) to the extent that such Indemnifying Party is actually prejudiced thereby or (b) as provided by such failure to give the Notice in accordance with this Section 6.24.05(a).

Notice of Claims. If any of the Persons A Party entitled to be indemnified under this Section 5.6 indemnification hereunder (the “Indemnified Claiming Party”) has determined that any matters (other than a Third Party Claim) has given or could will give rise to a right of indemnification under this Agreement, the Indemnified Party shall so notify the Party from whom obligated to provide such indemnification is sought (the “Indemnifying Party”) promptlyprompt notice of any claim, describing for which such Claiming Party 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 reasonable detaileach case specifying the amount and nature of such claim (to the extent known). Thereafter, the basis for such claim. If Claiming Party will give the Indemnifying Party, promptly after the Claiming Party’s (or any of its applicable Other Indemnified Party receives written notice Person’s) receipt or delivery thereof, copies of all documents (including court papers) received or delivered by the assertion of any Action (in equity or at law) instituted by a Third Claiming Party (a “Third or any such Other Indemnified Person) relating to any such Third-Party Claim”) with respect . The failure to which the Indemnified Party intends promptly give such notice or to claim any Loss under this Section 5.6, the Indemnified Party shall promptly notify give such copies will not relieve the Indemnifying Party of such Action (the “Third Party Claim Notice”)any Liability hereunder, 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 except if the Indemnifying Party under this Section 5.6was prejudiced thereby, except (i) but only to the extent such that the Indemnifying Party is actually demonstrates that it was prejudiced thereby or (b) as provided in Section 6.2thereby.

Notice of Claims. If any of the Persons A Party entitled to be indemnified under this Section 5.6 indemnification hereunder (the “Indemnified Claiming Party”) has determined that any matters (other than a Third Party Claim) has given or could will give rise to a right of indemnification under this Agreement, the Indemnified Party shall so notify the Party from whom obligated to provide such indemnification is sought (the “Indemnifying Party”) promptly, describing in reasonable detail, the basis for such claim. If any Indemnified Party receives written prompt notice of the assertion of any Action claim, for which such Claiming Party proposes to demand indemnification, (in equity or at lawi) instituted by a Third 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”) with respect or (ii) that does not involve a Third Party Claim, in each case specifying the amount and nature of, and basis for, such claim (in each case, to which the Indemnified Party intends to claim any Loss under this Section 5.6extent known). Thereafter, the Claiming Party will give the Indemnifying Party, 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 shall (or any such Other Indemnified Person) relating to any such Third Party Claim. The failure to promptly notify give such notice or to promptly give such copies will not relieve the Indemnifying Party of such Action (the “Third Party Claim Notice”)any Liability hereunder, 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 except if the Indemnifying Party under this Section 5.6was prejudiced thereby, except (i) but only to the extent of such Indemnifying Party is actually prejudiced thereby or (b) as provided in Section 6.2prejudice.

Notice of Claims. If any If, at or following the date of the 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 an 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 receives written receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the SYNNEX Group or the Concentrix Group of any claim or of the commencement by any such Person of any Action (in equity or at law) instituted by a Third Party (collectively, a “Third Third-Party Claim”) with respect to which the an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party intends pursuant to claim Sections 4.2 or 4.3, or any Loss under other Section of this Section 5.6Agreement or any Ancillary Agreement, the such Indemnified Party shall promptly notify the give such Indemnifying Party written notice thereof as soon as practicable, but in any event within thirty (30) days of becoming aware of such Action (the “Third Third-Party Claim Notice”(or sooner if the nature of the Third-Party Claim so requires), describing in reasonable detail, the basis for . Any such claim. A failure notice shall include copies of all notices and documents (including court papers) received by the Indemnified Party relating to give the Third-Party Claim. Notwithstanding the foregoing, the failure of an Indemnified Party to provide notice of any Action in a timely manner pursuant to accordance with this Section 5.6(c4.5(a) shall not limit the obligation of the relieve an Indemnifying Party of its indemnification obligations under this Section 5.6Agreement, except (i) to the extent such to which the Indemnifying Party is actually prejudiced thereby or (b) as provided by the Indemnified Party’s failure to provide notice in accordance with this Section 6.24.5(a).

Notice of Claims. If any of the Persons Any Indemnified Party that proposes to assert a right to be indemnified under this Section 5.6 (the “Indemnified Party”) has determined that any matters (other than a Third Party Claim) has given 10 shall notify Alexza or could give rise to a right of indemnification under this AgreementHoldings, the Indemnified Party shall so notify the Party from whom indemnification is sought as applicable (the “Indemnifying Party”) promptly), describing in reasonable detailpromptly after receipt of notice of commencement of any action, the basis for suit or proceeding against such claim. If any Indemnified Party receives written notice of the assertion of any Action (in equity or at law) instituted by a Third Party (a an “Third Party ClaimIndemnified Proceeding”) with in respect of which a claim is to which the Indemnified Party intends to claim any Loss be made under this Section 5.610, 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 Party shall promptly 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 of such Action (the “Third Party Claim Notice”), describing in reasonable detail, the basis for such claim. A failure by the Indemnified Party to give notice promptly of any Action in a timely manner pursuant to this Section 5.6(c) such Indemnified Proceeding or incurrence or realization shall not limit the obligation of the relieve (x) such Indemnifying Party from any liability that it may have to such Indemnified Party under this Section 5.610 or otherwise, except (i) except, as to such Indemnifying Party’s liability under this Section 10, to the extent extent, but only to the extent, that such Indemnifying Party is actually shall have been prejudiced thereby by such omission, or (by) as provided in Section 6.2any other indemnitor from liability that it may have to any Indemnified Party under the Operative Documents.

Notice of Claims. If (a) any of the Persons to be indemnified under this Section 5.6 Purchaser Indemnitee or Seller Indemnitee (the an “Indemnified Party”) has determined that suffered or incurred or reasonably believes it will suffer or incur any matters (other than a Third Party Claim) has given or could give rise Damages for which it is entitled to a right of indemnification under this AgreementArticle VIII, (b) any Claim is instituted against a third party with respect to which any Indemnified Party intends to claim any Damages or (c) any Indemnified Party receives written notice of any Claim that has been brought or asserted by a third party against such Indemnified Party and that may be subject to indemnification hereunder (a “Third-Party Claim”), the Indemnified Party shall so notify the Party party or parties from whom indemnification is sought being claimed (the “Indemnifying Party”) promptly, describing with reasonable promptness and reasonable particularity in reasonable detail, the basis for such claim. If any Indemnified Party receives written notice light of the assertion of any 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 of such Action circumstances then existing (the “Third Party Claim NoticeNotice of Claim”), describing . The Notice of Claim delivered pursuant to this Section 8.4 shall describe the Damages and/or Claim (the “Asserted Liability”) in reasonable detaildetail and shall indicate the amount (estimated, if necessary, and to the basis for such claim. A failure extent feasible) of the Damages that have been or may be suffered by the Indemnified Party. The failure of an Indemnified Party to give any notice of any Action in a timely manner pursuant to required by this Section 5.6(c) 8.4 shall not limit affect any of such Party’s rights under this Article VIII or otherwise except and to the obligation extent that such failure is materially prejudicial to the rights or obligations of the Indemnifying Party under this Section 5.6, except (i) to the extent such Indemnifying Party is actually prejudiced thereby or (b) as provided in Section 6.2Party.

Notice of Claims. If any of the Persons to be indemnified under this Section 5.6 Article VIII (the “Indemnified Party”"INDEMNIFIED PARTY") has determined that suffered or incurred any matters (other than a Third Party Claim) has given or could give rise to a right of indemnification under this AgreementLoss, the Indemnified Party shall so notify the Party party from whom indemnification is sought (the “Indemnifying Party”"INDEMNIFYING PARTY") promptly, promptly in writing describing in reasonable detailsuch Loss, the basis for amount or estimated amount thereof, if known or reasonably capable of estimation, and the method of computation of such claimLoss, 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 Indemnified Party receives written notice of the assertion of any Action (action at Law or suit in equity or at law) is instituted by or against a Third Party (a “Third Party Claim”) third party with respect to which the Indemnified Party intends to claim any Liability as a Loss under this Section 5.6Article VIII, the Indemnified Party shall promptly notify the Indemnifying Party of such Action (action or suit and tender to the “Third Indemnifying Party Claim Notice”), describing in reasonable detail, the basis for defense of such claimaction or suit. A failure by the Indemnified Party to give notice and to tender the defense of any Action the action or suit in a timely manner pursuant to this Section 5.6(c) 8.3 shall not limit the obligation of the Indemnifying Party under this Section 5.6Article VIII, except (i) to the extent such Indemnifying Party is actually materially prejudiced thereby or thereby, (bii) 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 in by Section 6.28.5.

Notice of Claims. If any of either a Buyer Indemnified Party, on the Persons 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 be indemnified under this Section 5.6 (the “as an ”Indemnified Party”) ), has determined that suffered or incurred any matters (other than a Third Party Claim) has given or could give rise to a right of Losses for which indemnification may be sought under this AgreementArticle 8, the Indemnified Party shall so notify the Party other party from whom indemnification is sought under this Article 8 (the “Indemnifying Party”) promptly, promptly in writing describing in reasonable detailsuch Loss, the basis for amount or estimated amount thereof, if known or reasonably capable of estimation, and the method of computation of such claimLoss, 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 Indemnified Party receives written notice of the assertion of any Action (in equity claim, action, suit or at law) proceeding is asserted or instituted by a Third Party (a “Third Party Claim”) with respect to which the an Indemnified Party intends to claim any Loss under this Section 5.6Article 8, the such Indemnified Party shall promptly notify the Indemnifying Party of such Action (claim, action, suit or proceeding and tender to the “Third Indemnifying Party Claim Notice”), describing in reasonable detail, the basis for defense of such claim, action, suit or proceeding. A failure by the an Indemnified Party to give notice and to tender the defense of any Action such claim, action, suit or proceeding in a timely manner pursuant to this Section 5.6(c) 8.2 shall not limit the obligation of the Indemnifying Party under this Section 5.6Article 8, except (i) to the extent such Indemnifying Party is actually prejudiced thereby or (b) as provided in Section 6.2thereby.

Notice of Claims. If any If, at or after the date of the 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 an 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 receives written receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the Xxxxxxx Controls Group or the Adient Group of any claim or of the commencement by any such Person of any Action (in equity or at law) instituted by a Third Party (collectively, a “Third Third-Party Claim”) with respect to which the an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party intends pursuant to claim Section 4.2 or 4.3, or any Loss under other Section of this Section 5.6Agreement or any Ancillary Agreement, the such Indemnified Party shall promptly notify the give such Indemnifying Party written notice thereof as soon as practicable, but in any event within thirty (30) days after becoming aware of such Action (the “Third Third-Party Claim Notice”(or sooner if the nature of the Third-Party Claim so requires), describing . Any such notice shall describe the Third-Party Claim in reasonable detail, including, to the basis 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 such claim. A failure indemnification, and include copies of all notices and documents (including court papers) received by the Indemnified Party relating to give the Third-Party Claim. Notwithstanding the foregoing, the failure of an Indemnified Party to provide notice of any Action in a timely manner pursuant to accordance with this Section 5.6(c4.5(a) shall not limit the obligation of the relieve an Indemnifying Party of its indemnification obligations under this Section 5.6Agreement, except (i) to the extent such to which the Indemnifying Party is actually prejudiced thereby or (b) as provided by the Indemnified Party’s failure to provide notice in accordance with this Section 6.24.5(a).

Notice of Claims. If any of the Persons A Party entitled to be indemnified under this Section 5.6 indemnification hereunder (the “Indemnified Claiming Party”) has determined that any matters (other than a Third Party Claim) has given or could will give rise to a right of indemnification under this Agreement, the Indemnified Party shall so notify the Party from whom obligated to provide such indemnification is sought (the “Indemnifying Party”) promptly, describing in reasonable detail, the basis for such claim. If any Indemnified Party receives written prompt notice of the assertion of any Action claim, for which such Claiming Party proposes to demand indemnification, (in equity or at law1) instituted by a Third 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”) with respect or (2) that does not involve a Third Party Claim, in each case specifying the amount and nature of such claim (to which the Indemnified Party intends to claim any Loss under this Section 5.6extent known). Thereafter, the Claiming Party will give the Indemnifying Party, 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 shall (or any such Other Indemnified Person) relating to any such Third Party Claim. Subject to Section 7.4, the failure to promptly notify give such notice or to promptly give such copies will not relieve the Indemnifying Party of such Action (the “Third Party Claim Notice”)any Liability hereunder, 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 except if the Indemnifying Party under this Section 5.6was prejudiced thereby, except (i) but only to the extent such that the Indemnifying Party is actually demonstrates that it was prejudiced thereby or (b) as provided in Section 6.2thereby.

Notice of Claims. If any of Any Purchaser Indemnified Party or Seller Indemnified Party (hereinafter an "Indemnified Party") that suffers, respectively, a Purchaser Loss or a Seller Loss (hereinafter a "Loss") shall give the Persons applicable party obligated to be indemnified under this Section 5.6 provide indemnification hereunder (the “"Indemnifying Party") notice of any matter which the Indemnified Party”) 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 AgreementArticle VII (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 the Party from whom indemnification is sought (the “Indemnifying Party”) promptly, describing in reasonable detail, the basis for such claim. If any Indemnified Party receives written notice of the assertion of any 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 give the Indemnifying Party notice of such Action (the “Third Party Claim Notice”), describing in reasonable detail, within ten (10) days of the basis for such claim. A failure receipt by the Indemnified Party of such notice. The failure to give provide notice of any Action a Claim or a Third Party Claim as provided for in a timely manner pursuant to this Section 5.6(c) subsection shall not limit release the obligation applicable Indemnifying Party from any of its obligations under this Article VII unless such failure causes actual prejudice to the Indemnifying Party under this Section 5.6hereunder, except (i) in which case the Indemnifying Party shall be released only to the extent of such Indemnifying Party is actually prejudiced thereby or (b) as provided in Section 6.2prejudice.

Notice of Claims. If any of the Persons to be indemnified under this Section 5.6 Article 9 (the “Indemnified Party”) has determined that suffered or incurred any matters (other than a Third Party Claim) has given or could give rise to a right of indemnification under this AgreementLoss, the Indemnified Party shall so notify the Party from whom indemnification is sought (the “Indemnifying Party”) promptlypromptly in writing, describing in reasonable detailsuch Loss, the basis for amount or estimated amount thereof, if known or reasonably capable of estimation, and the method of computation of such claimLoss, all with reasonable particularity. If any Indemnified Party receives written notice of the assertion of any Action (in equity or at law) Legal Proceeding is instituted by a Third Party (a “Third Party Claim”) with respect to which the Indemnified Party intends to claim any Loss Losses under this Section 5.6Article 9, the Indemnified Party shall promptly notify the Indemnifying Party of such Action Legal Proceeding (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 such Third Party Claim Notice in a timely manner pursuant to this Section 5.6(c) 9.4 shall not limit the obligation of the Indemnifying Party under this Section 5.6Article 9, except (ia) to the extent such Indemnifying Party is actually prejudiced thereby thereby, or (b) as provided in Section 6.29.1.

Notice of Claims. If any of the Persons to be indemnified under this Section 5.6 Article 8 (the “Indemnified Party”) has determined that suffered or incurred any matters (other than a Third Party Claim) has given or could give rise to a right of indemnification under this AgreementLoss, the Indemnified Party shall so notify the Party party from whom indemnification is sought (the “Indemnifying Party”) promptlypromptly in writing, describing in reasonable detailsuch Loss, the basis for amount or estimated amount thereof, if known or reasonably capable of estimation, and the method of computation of such claimLoss, 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 Indemnified Party receives written notice of the assertion of any Action (action at Law or suit in equity or at law) is instituted by a Third Party (a “Third Party Claim”) third party with respect to which the Indemnified Party intends to claim any Liability as a Loss under this Section 5.6Article 8, the Indemnified Party shall promptly notify the Indemnifying Party of such Action (the “Third Party Claim Notice”), describing in reasonable detail, ) the basis for Indemnifying Party of such claimaction or suit and offer to tender to the Indemnifying Party the defense of such action or suit. A failure by the Indemnified Party to give notice and to offer to tender the defense of any Action the action or suit in a timely manner pursuant to this Section 5.6(c) 8.3 shall not limit the obligation of the Indemnifying Party under this Section 5.6Article 8, except (i) to the extent such Indemnifying Party is actually prejudiced thereby or (b) as provided in Section 6.2thereby.

Notice of Claims. If any of the Persons to be indemnified under this Section 5.6 ARTICLE VI (the “Indemnified Party”) has determined that suffered or incurred any matters (other than a Third Party Claim) has given or could give rise to a right of indemnification under this AgreementLoss, the Indemnified Party shall so notify the Party party from whom indemnification is sought (the “Indemnifying Party”) promptly, promptly in writing describing in reasonable detailsuch Loss, the basis for amount or estimated amount thereof, if known or reasonably capable of estimation, and the method of computation of such claimLoss, 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 Indemnified Party receives written notice of the assertion of any Action (action at Law or suit in equity or at law) is instituted by or against a Third Party (a “Third Party Claim”) with respect to which the Indemnified Party intends to claim any Liability as a Loss under this Section 5.6ARTICLE VI, the Indemnified Party shall promptly notify the Indemnifying Party of such Action (action or suit and tender to the “Third Indemnifying Party Claim Notice”), describing in reasonable detail, the basis for defense of such claimaction or suit. A failure by the Indemnified Party to give notice and to tender the defense of any Action the action or suit in a timely manner pursuant to this Section 5.6(c) 6.3 shall not limit the obligation of the Indemnifying Party under this Section 5.6ARTICLE VI, except (i) to the extent such Indemnifying Party is actually prejudiced thereby or thereby, (bii) expenses that are incurred during the period in which notice was not provided shall not be deemed a Loss and (iii) as provided in by Section 6.26.5.

Notice of Claims. If any of the Persons A Party entitled to be indemnified under this Section 5.6 indemnification hereunder (the “Indemnified Claiming Party”) has determined that any matters (other than a Third Party Claim) has given or could will give rise to a right of indemnification under this Agreement, the Indemnified Party shall so notify the Party from whom obligated to provide such indemnification is sought (the “Indemnifying Party”) promptly, describing in reasonable detail, the basis for such claim. If any Indemnified Party receives written prompt notice of the assertion of any Action claim, for which such Claiming Party proposes to demand indemnification, (in equity or at law1) instituted by a Third 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”) with respect or (2) that does not involve a Third Party Claim, in each case specifying the amount and nature of such claim (to which the Indemnified Party intends to claim any Loss under this Section 5.6extent known). Thereafter, the Claiming Party will give the Indemnifying Party, promptly after the Claming 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 shall (or any such Other Indemnified Person) relating to any such Third Party Claim. The failure to promptly notify give such notice or to promptly give such copies will not relieve the Indemnifying Party of such Action (the “Third Party Claim Notice”)any Liability or other obligation hereunder, 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 except if the Indemnifying Party under this Section 5.6was prejudiced thereby, except (i) but only to the extent of such Indemnifying Party is actually prejudiced thereby or (b) as provided in Section 6.2prejudice.

Notice of Claims. If any of the Persons A Party entitled to be indemnified under this Section 5.6 indemnification hereunder (the “Indemnified Claiming Party”) has determined that any matters (other than a Third Party Claim) has given or could will give rise to a right of indemnification under this Agreement, the Indemnified Party shall so notify the Party from whom obligated to provide such indemnification is sought (the “Indemnifying Party”) promptly, describing in reasonable detail, the basis for such claim. If any Indemnified Party receives written prompt notice of the assertion of any Action claim, for which such Claiming Party proposes to demand indemnification, (in equity or at law1) instituted by a Third 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”) with respect or (2) that does not involve a Third Party Claim, in each case specifying the amount and nature of such claim (to which the Indemnified Party intends to claim any Loss under this Section 5.6extent known). Thereafter, the Claiming Party will give the Indemnifying Party, 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 shall (or any such Other Indemnified Person) relating to any such Third Party Claim. The failure to promptly notify give such notice or to promptly give such copies will not relieve the Indemnifying Party of such Action (the “Third Party Claim Notice”)any Liability hereunder, 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 except if the Indemnifying Party under this Section 5.6was prejudiced thereby, except (i) but only to the extent such that the Indemnifying Party is actually demonstrates that it was prejudiced thereby or (b) as provided in Section 6.2thereby.

Notice of Claims. If any of the Persons Each Person entitled to be indemnified indemnification under this Section 5.6 Sections 8(b) or 8(c) (the “Indemnified Party”) has determined that any matters (other than a Third Party Claim) has given or could will 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 receives prompt written notice to the parties (except, in the case of notice to the assertion Target Partners, then to the Target Partner Representative) of any Action (in equity or at law) instituted claim by a Third Party third party or by any governmental body, or any legal, administrative or arbitration proceeding (a “Third Party Claim”) with respect which such Indemnified Party discovers or of which it receives notice after the Closing and which may give rise to which a claim against any party or parties (“Indemnifying Party”) under Sections 8(b) or 8(c), as the case may be. All notices shall state in reasonable detail the nature, basis and amount (to the extent reasonably ascertainable) of such Third Party Claim. No delay on the part of the Indemnified Party intends to claim any Loss under this Section 5.6, the Indemnified Party shall promptly notify in notifying the Indemnifying Party of such Action shall relieve the Indemnifying Party from any obligation hereunder unless (the “Third Party Claim Notice”)and then, 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 subject to this Section 5.6(c10, solely to the extent) shall not limit the obligation of the Indemnifying Party under this Section 5.6, except (i) to the extent such Indemnifying Party thereby is actually prejudiced thereby or (b) as provided in Section 6.2prejudiced.

Notice of Claims. If there occurs an event which any of the Persons to be indemnified under this Article IX asserts is indemnifiable pursuant to Section 5.6 9.1 or 9.2 (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"INDEMNIFIED PARTY"), the Indemnified Party or Parties seeking indemnification shall so notify the Party from whom indemnification is sought (the “Indemnifying Party”"INDEMNIFYING PARTY") promptly, promptly in writing describing in reasonable detailsuch Loss, the basis for amount or estimated amount thereof, if known or reasonably capable of estimation, and the method of computation of such claimLoss, 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 Indemnified Party receives written notice of the assertion of any Action (in equity or at law) is instituted by or against a Third Party (a “Third Party Claim”) with respect to which the Indemnified Party intends to claim any liability as a Loss under this Section 5.6Article IX, the Indemnified Party shall promptly notify the Indemnifying Party of such Action (and tender to the “Third Indemnifying Party Claim Notice”), describing in reasonable detail, the basis for defense of such claimAction. A failure by the Indemnified Party to give notice and to tender the defense of any the Action in a timely manner pursuant to this Section 5.6(c) 9.3 shall not limit the obligation of the Indemnifying Party under this Section 5.6Article IX, except (i) to the extent such Indemnifying Party is actually materially prejudiced thereby or (b) as provided in Section 6.2thereby.

Notice of Claims. If In the event that (A) any of the Persons to be indemnified under this Section 5.6 (the “Indemnified Party”) has determined that claim, demand or action is asserted or instituted by any matters (Person other than a Third Party Claim) has given the parties to this Agreement or which could give rise to a right of indemnification Damages for which an Indemnifying Party could be liable to an Indemnified Party under this AgreementAgreement (such claim, demand or Proceeding, a "Third Party Claim") or (B) any Indemnified Party under this Agreement shall have a claim to be indemnified 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 so notify with reasonable promptness send to the Indemnifying Party from whom indemnification is sought (the “Indemnifying Party”) promptly, describing in reasonable detail, the basis for such claim. If any Indemnified Party receives a written notice specifying the nature of the assertion of any Action (in equity or at law) instituted by a Third Party such Claim (a “Third Party Claim”) with respect to which "Claim Notice"), provided that a delay in notifying the Indemnified Party intends to claim any Loss under this Section 5.6, the Indemnified Indemnifying Party shall promptly notify not relieve the Indemnifying Party of its obligations under this Agreement except to the extent that (and only to the extent that) the Indemnifying Party demonstrates such Action (failure shall have caused the “Third Damages for which the Indemnifying Party Claim Notice”), describing in reasonable detail, the basis for is obligated to be greater than such claim. A failure by Damages would have been had 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 given the Indemnifying Party under this Section 5.6, except (i) to the extent such Indemnifying Party is actually prejudiced thereby or (b) as provided in Section 6.2timely notice.

Notice of Claims. If any of the Persons to be indemnified Any Party seeking indemnification under this Section 5.6 Article 7 (the “Indemnified Party”) has determined that any matters shall, (other than and with respect to claims of indemnification pursuant to Sections 7.2(a)(i) and 7.2(b)(i), within the relevant Survival Period, promptly provide written notice (a Third “Claim Notice”) to the Party Claimobligated to indemnify such Indemnified Party (such notified Party, the “Responsible Party”) has given or could give describing in reasonable detail the facts giving rise to any claims for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such claim, and a right reference to the provision of this Agreement upon which such claim is based; provided that a Claim Notice in respect of any action at law or suit in equity by or against a third Person as to which indemnification under this Agreementwill be sought shall be given promptly after the action or suit is commenced; provided, further, that failure to give such written notice shall not relieve the Responsible Party of its obligations hereunder, except to the extent that the Responsible Party shall have been prejudiced by such failure. The Indemnified Party shall give the Responsible Party reasonable access to the books, records and assets of the Indemnified Party shall so notify relating to such claim or the Party from whom indemnification is sought (act, omission or occurrence giving rise to such claim and the “Indemnifying Party”) promptlyright, describing in upon reasonable detailprior notice during normal business hours, the basis for such claim. If to interview any Indemnified Party receives written notice appropriate personnel of the assertion of any 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 of such Action (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 extent such Indemnifying Party is actually prejudiced thereby or (b) as provided in Section 6.2related thereto.

Notice of Claims. If there occurs an event which any of the Persons to be indemnified under this Article IX asserts is indemnifiable pursuant to Section 5.6 9.1 or 9.2 (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"INDEMNIFIED PARTY"), the Indemnified Party or Parties seeking indemnification shall so notify the Party from whom indemnification is sought (the “Indemnifying Party”"INDEMNIFYING PARTY") promptly, promptly in writing describing in reasonable detailsuch Loss, the basis for amount or estimated amount thereof, if known or reasonably capable of estimation, and the method of computation of such claimLoss, 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 Indemnified Party receives written notice of the assertion of any Action (at law or in equity or at law) is instituted by or against a Third Party (a “Third Party Claim”) with respect to which the Indemnified Party intends to claim any liability as a Loss under this Section 5.69.3, the Indemnified Party shall promptly notify the Indemnifying Party of such Action (and tender to the “Third Indemnifying Party Claim Notice”), describing in reasonable detail, the basis for defense of such claimAction. A failure by the Indemnified Party to give notice and to tender the defense of any the Action in a timely manner pursuant to this Section 5.6(c) 9.3 shall not limit the obligation of the Indemnifying Party under this Section 5.6Article IX, except (i) to the extent such Indemnifying Party is actually materially prejudiced thereby or (b) as provided in Section 6.2thereby.

Notice of Claims. If any of the Persons Party to be indemnified under this Section 5.6 9 (the “Indemnified Party”) has determined that suffered or incurred any matters (other than a Third Party Claim) has given or could give rise to a right of indemnification under this AgreementLoss, the Indemnified Party shall so notify the Party party from whom indemnification is sought (the “Indemnifying Party”) promptly, promptly in writing describing in reasonable detailsuch Loss, the basis for amount or estimated amount thereof, if known or reasonably capable of estimation, and the method of computation of such claimLoss, 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 Indemnified Party receives written notice of the assertion of any Action (action at law or suit in equity or at law) is instituted by a Third Party (a “Third Party Claim”) with respect to which the Indemnified Party intends to claim any Loss under this Section 5.6liability as a Loss, the Indemnified Party shall promptly notify the Indemnifying Party of such Action give written notification (the “Third Party Claim Notice”), describing in reasonable detail, ) to the basis for Indemnifying Party of such claimThird 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 and to offer to tender the defense of any Action the Third Party Claim in a timely manner pursuant to this Section 5.6(c) 9.4 shall not limit the obligation of the Indemnifying Party under this Section 5.69, except (i) to the extent such Indemnifying Party is actually prejudiced thereby or (b) as provided in Section 6.2thereby.

Notice of Claims. If any of the Persons A Party entitled to be indemnified under this Section 5.6 indemnification hereunder (the “Indemnified Claiming Party”) has determined that any matters (other than a Third Party Claim) has given or could will give rise to a right of indemnification under this Agreement, the Indemnified Party shall so notify the Party from whom obligated to provide such indemnification is sought (the “Indemnifying Party”) promptly, describing in reasonable detail, the basis for such claim. If any Indemnified Party receives written prompt notice of the assertion of any Action claim, for which such Claiming Party proposes to demand indemnification, (in equity or at law1) instituted by a Third 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”) with respect or (2) that does not involve a Third Party Claim, in each case specifying the amount and nature of such claim (to which the Indemnified Party intends to claim any Loss under this Section 5.6extent known). Thereafter, the Claiming Party will give the Indemnifying Party, 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 shall (or any such Other Indemnified Person) relating to any such Third Party Claim. The failure to promptly notify give such notice or to promptly give such copies will not relieve the Indemnifying Party of such Action (the “Third Party Claim Notice”)any Liability hereunder, 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 except if the Indemnifying Party under this Section 5.6was prejudiced thereby, except (i) but only to the extent of such Indemnifying Party is actually prejudiced thereby or (b) as provided in Section 6.2prejudice.

Notice of Claims. If any If, at or following the date of the 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 an 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 receives written receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is 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 (in equity or at law) instituted by a Third Party (collectively, a “Third Party Claim”) with respect to which the 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 Section 5.6Agreement or any Ancillary Agreement, the such Indemnified Party shall promptly notify the give such Indemnifying Party written notice within thirty (30) days of becoming aware of such Action (the “Third Party Claim Notice”(or sooner if the nature of the Third Party Claim so requires), describing . Any such notice shall (i) describe the Third Party Claim in reasonable detail, including, to the basis 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 such claim. A failure indemnification, and (ii) include copies of all material notices and documents (including court papers) received by the Indemnified Party relating to give the Third Party Claim. Notwithstanding the foregoing, the failure of an Indemnified Party to provide notice of any Action in a timely manner pursuant to accordance with this Section 5.6(c4.06(a) shall not limit the obligation of the relieve an Indemnifying Party of its indemnification obligations under this Section 5.6Agreement, except (i) to the extent such to which the Indemnifying Party is actually prejudiced thereby or (b) as provided by the Indemnified Party’s failure to provide notice in accordance with this Section 6.24.06(a).

Notice of Claims. (A) If any Indemnified Party receives notice of the Persons assertion or commencement of any action made or brought by any Person who is not a party to be indemnified under this Section 5.6 Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (the “Indemnified Party”) has determined that any matters (other than a Third "Third-Party Claim") has given or could give rise against such Indemnified Party with respect to a right of which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall so notify give the Indemnifying Party from whom prompt written notice thereof, which in any event shall be no later than three (3) Business Days after receipt of such notice of such Third-Party Claim. (B) The failure to give such prompt written notice (other than a failure to give notice prior to the expiration of the survival period for such Third-Party Claim as provided in Section 10.1) shall not, however, relieve the Indemnifying Party of its indemnification obligations, except to the extent (i) that the Indemnifying Party forfeits rights or defenses or is sought prejudiced by reason of such failure and (ii) of any damage or liability caused by or arising out of such delay. (C) Such notice by the “Indemnifying Party”) promptly, describing Indemnified Party shall describe the Third-Party Claim in reasonable detail, shall include copies of all communications related to such Third-Party Claim, all material written evidence thereof and shall indicate the basis for such claim. If any Indemnified Party receives written notice estimated amount, if reasonably practicable, of the assertion of any Action (in equity Loss that has been 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 of such Action (the “Third Party Claim Notice”), describing in reasonable detail, the basis for such claim. A failure may be sustained 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 extent such Indemnifying Party is actually prejudiced thereby or (b) as provided in Section 6.2Party.

Notice of Claims. If any of the Persons to be indemnified under this Section 5.6 an MHG LLC Indemnitee or a Morgans Group LLC Indemnitee, as applicable (the an “Indemnified PartyIndemnitee”) has determined that any matters (other than a Third Party Claim) has given ), receives notice 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 receives written notice otherwise learns of the assertion by a person (including any 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 (in equity or at law) instituted by a Third Party (collectively, a “Third Party Claim”) with respect to which a party (an “Indemnifying Party”) may be obligated to provide indemnification to such Indemnitee pursuant to Section 2.2, 2.3 or 2.4, 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 Indemnified Third Party intends Claim in reasonable detail. Notwithstanding the foregoing, the delay or failure of any Indemnitee or other person to claim any Loss under give notice as provided in this Section 5.6, 2.5(a) shall not relieve the Indemnified Party shall promptly notify the related Indemnifying Party of such Action (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 its obligations under this Section 5.6Article II, except (i) to the extent that such Indemnifying Party is actually and substantially prejudiced thereby by such delay or (b) as failure to give notice; provided in Section 6.2that 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 any of the Persons to be indemnified under this Section 5.6 Purchaser or the Company (the each, an “Indemnified Party”) believes that it has determined that suffered or incurred any matters (other than a Third Party Claim) has given or could give rise Losses for which it is entitled to a right of indemnification under this AgreementSection 9, the such Indemnified Party shall so notify the Party from whom indemnification is sought may be claimed (the “Indemnifying Party”) promptlyas promptly as practicable, describing but in reasonable detail, any event within 30 calendar days of the basis for such claimdate the Indemnified Party obtained actual knowledge of any Losses. If any Indemnified Party receives written notice of the assertion of any Action (in equity or at law) claim is instituted by or against a Third Party (a “Third Party Claim”) third party with respect to which the any Indemnified Party intends to claim any Loss indemnification under this Section 5.69, such Indemnified Party shall as promptly as practicable, but in any event within 30 calendar days of the date the Indemnified Party shall promptly obtained actual knowledge, notify the Indemnifying Party of such Action (the “Third Party Claim Notice”), describing in reasonable detail, the basis for such claim. A failure All notices provided hereunder by the Indemnified Party to the Indemnifying Party shall describe the claim (the “Asserted Liability”) in reasonable detail and shall indicate the amount (or an estimate) of the Losses that have been or may be suffered by the Indemnified Party. The failure of an Indemnified Party to give any notice of any Action in a timely manner pursuant to required by this Section 5.6(c) 9.3 shall not limit affect any of the obligation Indemnified Party’s rights under this Section 9 or otherwise except and to the extent that such failure is prejudicial to the rights or obligations of the Indemnifying Party under this Section 5.6, except (i) to the extent such Indemnifying Party is actually prejudiced thereby or (b) as provided in Section 6.2Party.

Notice of Claims. If any third party (i.e., any Person who is not a party to this Agreement or an Affiliate thereof) provides notice to an Indemnified Person of the Persons any action, suit, proceedings, claim or demand (a Third-Party Claim) with respect to be any matter for which such Indemnified Person is indemnified under this Section 5.6 (the “Indemnified Party”) Article 9 that has determined that any matters (other than a Third Party Claim) has given or could may give rise to a right claim for indemnification hereunder against an Indemnifying Party, then such Indemnified Person will promptly (and, in any event, within twenty (20) days of indemnification under this Agreementreceipt of such Third-Party Claim) give written notice thereof (a Claim Notice) to the Indemnifying Party, which Claim Notice shall describe all material facts and circumstances then known to such Indemnified Person giving rise to such Third-Party Claim and the claimed items and amounts of Losses with respect thereto, to the extent then known by the Indemnified Party shall so notify Person, as well as the Party from whom provisions of this Agreement that are the bases for the indemnification is sought (the “Indemnifying Party”) promptly, describing in reasonable detail, the basis for such claim. If any Indemnified Party receives written notice of the assertion of any Action (in equity or at law) instituted by a Third Party (a “Third Party Claim”) claim with respect to which such Third-Party Claim; provided, that, subject to Section 9.1, no delay on the part of the Indemnified Party intends to claim any Loss under this Section 5.6, the Indemnified Party shall promptly notify Person in notifying the Indemnifying Party of such Action (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 will relieve the Indemnifying Party from any obligation under this Section 5.6Article 9, except (i) to the extent such delay actually and materially prejudices the Indemnifying Party is actually prejudiced thereby or (b) as provided in Section 6.2Party.

Notice of Claims. If any of the Persons A Party entitled to be indemnified under this Section 5.6 indemnification hereunder (the “Indemnified Claiming Party”) has determined that any matters (other than a Third Party Claim) has given or could will give rise to a right of indemnification under this Agreement, the Indemnified Party shall so notify the Party from whom obligated to provide such indemnification is sought (the “Indemnifying Party”) promptly, describing in reasonable detail, the basis for such claim. If any Indemnified Party receives written prompt notice of the assertion of any Action claim, for which such Claiming Party proposes to demand indemnification, (in equity or at law1) instituted by a Third Person that is not a Party nor an Other Indemnified Person (such a claim, including any Tax Claim, being a “Third Party Claim” and such notice of such Third Party Claim being the “Initial Claim Notice”) with respect or (2) that does not involve a Third Party Claim, in each case specifying the amount and nature of such claim (to which the Indemnified Party intends to claim any Loss under this Section 5.6extent known). Thereafter, the Claiming Party will give the Indemnifying Party, 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 shall (or any such Other Indemnified Person) relating to any such Third Party Claim. The failure to promptly notify give such notice or to promptly give such copies will not relieve the Indemnifying Party of such Action (the “Third Party Claim Notice”)any liability hereunder, 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 except if the Indemnifying Party under this Section 5.6was prejudiced thereby, except (i) but only to the extent of such Indemnifying Party is actually prejudiced thereby or (b) as provided in Section 6.2prejudice.

Notice of Claims. If any If, at or following the date of the 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 an Indemnitee receives written notice or otherwise learns of the assertion of any Action (in equity or at law) instituted commencement by a Third Party of any Proceeding against the Indemnitee with respect to which the Indemnitee believes that AbbVie (in the case of an Abbott Indemnitee) or Abbott (in the case of an AbbVie Indemnitee) is obligated to provide indemnification to such Indemnitee pursuant to this Agreement or any Special Products Ancillary Agreement (collectively, a “Third Party Claim”), such Indemnitee shall give such Indemnifying Party Notice thereof within ten (10) with respect days (or sooner if the nature of the Third Party Claim so requires) after becoming aware of such Third Party Claim. The Notice must describe the Third Party Claim in reasonable detail or, in the alternative, include copies of all notices and documents (including court papers) received by the Indemnitee relating to which the Indemnified Third Party intends Claim. Notwithstanding the foregoing, the failure of any Indemnitee to claim any Loss under give the Notice as provided in this Section 5.6, 10.04(a) shall not relieve the Indemnified Party shall promptly notify the related Indemnifying Party of such Action (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 its obligations under this Section 5.6Article X, except (i) to the extent that such Indemnifying Party is actually prejudiced thereby or (b) as provided by such failure to give the Notice in accordance with this Section 6.210.04(a).

Notice of Claims. If any of the Persons to be indemnified under this Section 5.6 (a) Any party (the “"Indemnified Party”") has determined that any matters (other than a Third Party Claim) has given or could give rise to a right of seeking indemnification under this AgreementArticle X shall give to the party obligated to provide indemnification to such Indemnified Party (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement or any agreement, document or instrument executed pursuant hereto or in connection herewith upon which such claim is based; provided, that a Claim Notice shall be given promptly after the Indemnified Party knows or reasonably should have known of the circumstances giving rise to the claim; provided further that failure to give such notice shall so notify not relieve the Party from whom indemnification is sought Indemnitor of its obligations hereunder except to the extent it shall have been prejudiced by such failure. (b) Subject to Section 10.5, after the “Indemnifying Party”) promptly, describing in reasonable detailgiving of any Claim Notice pursuant hereto, the basis for such claim. If any amount of indemnification to which an Indemnified Party receives shall be entitled under this Article X shall be determined: (i) by the written notice of the assertion of any Action (in equity or at law) instituted by a Third Party (a “Third Party Claim”) with respect to which agreement between the Indemnified Party intends to claim any Loss under this Section 5.6, and the Indemnified Party shall promptly notify the Indemnifying Party of such Action Indemnitor; or (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 ii) an award from an arbitrator 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 extent such Indemnifying Party is actually prejudiced thereby 12.11 hereof or (b) as provided in Section 6.2.by a final

Notice of Claims. If any of the Persons to be indemnified under this Section 5.6 Article VIII (the “Indemnified Party”) has determined that suffered or incurred any matters (other than a Third Party Claim) has given or could give rise to a right of indemnification under this AgreementLoss, the Indemnified Party shall so notify the Party from whom indemnification is sought (the “Indemnifying Party”) promptlypromptly in writing describing such Loss with reasonable specificity (including, describing in reasonable detailto the extent then known or estimable, the basis for anticipated amount of such claimLoss and the method of calculation). If any Indemnified Party receives written notice of the assertion of any Action claim, action, suit or proceeding (in equity or at law) is instituted by a Third Party (a “Third Party Claim”) third party with respect to which the Indemnified Party intends to claim any Loss under this Section 5.6Article VIII, the Indemnified Party shall promptly notify the Indemnifying Party of such Action (the “Third Party Claim Notice”), describing in reasonable detail, ) the basis for Indemnifying Party of such claim, action, suit or proceeding. A failure by the Indemnified Party to give notice of any Action claim, action, suit or proceeding in a timely manner pursuant to this Section 5.6(c) 8.3 or with the specificity set forth in this Section 8.3 shall not limit the obligation of the Indemnifying Party under this Section 5.6Article VIII, except (i) to the extent such Indemnifying Party is actually and materially prejudiced thereby or (bii) as provided in Section 6.28.5.

Notice of Claims. If any If, at or following the date of the 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 an Indemnitee receives written notice or otherwise learns of the assertion of any Action (in equity or at law) instituted commencement by a Third Party of any Proceeding against the Indemnitee with respect to which the Indemnitee believes that AbbVie (in the case of an Abbott Indemnitee) or Abbott (in the case of an AbbVie Indemnitee) is obligated to provide indemnification to such Indemnitee pursuant to this Agreement or any Special Products Ancillary Agreement (collectively, a “Third Party Claim”), such Indemnitee shall give such Indemnifying Party Notice thereof within ten (10) with respect days (or sooner if the nature of the Third Party Claim so requires) after becoming aware of such Third Party Claim. The Notice must describe the Third Party Claim in reasonable detail or, in the alternative, include copies of all notices and documents (including court papers) received by the Indemnitee relating to which the Indemnified Third Party intends Claim. Notwithstanding the foregoing, the failure of any Indemnitee to claim any Loss under give the Notice as provided in this Section 5.6, 9.04(a) shall not relieve the Indemnified Party shall promptly notify the related Indemnifying Party of such Action (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 its obligations under this Section 5.6Article IX, except (i) to the extent that such Indemnifying Party is actually prejudiced thereby or (b) as provided by such failure to give the Notice in accordance with this Section 6.29.04(a).

Notice of Claims. If In the event that (i) any of the Persons to be indemnified under this Section 5.6 (the “claim or Action is asserted or instituted against any Indemnified Party”) has determined that Party by any matters (Person other than a Third Party Claim) has given the Parties to this Agreement or their Affiliates which could give rise to a right of indemnification Damages for which an Indemnifying Party could be liable to an Indemnified Party for Damages under this AgreementAgreement (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 so notify with reasonable promptness send to the Indemnifying Party from whom 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 sought (the “Indemnifying Party”) promptly, describing in reasonable detail, the basis for such claim. If any Indemnified Party receives written notice of the assertion of any Action (in equity claimed or at law) instituted by a Third Party arises (a “Third Party Claim”) with respect to which "Claim Notice"), provided that a delay or defect in notifying the Indemnified Party intends to claim any Loss under this Section 5.6, the Indemnified Indemnifying Party shall promptly notify not relieve the Indemnifying Party of its obligations under this Agreement except to the extent that (and only to the extent that) the Indemnifying Party demonstrates such Action (failure shall have caused the “Third Damages for which the Indemnifying Party Claim Notice”), describing in reasonable detail, the basis for is obligated to be greater than such claim. A failure by Damages would have been had 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 given the Indemnifying Party under this Section 5.6, except (i) to the extent such Indemnifying Party is actually prejudiced thereby or (b) as provided in Section 6.2timely notice.

Notice of Claims. If any of the Persons to be indemnified under this Section 5.6 Acquisition Indemnitee or Duquesne ---------------- Indemnitee (the “an "Indemnified Party”") believes that it has determined that suffered or incurred or will suffer or incur any matters Acquisition Damages or Duquesne Damages (other than a Third Party Claim"Damages") has given or could give rise for which it is entitled to a right of indemnification under this AgreementArticle VIII, the or if any legal, governmental or administrative proceeding which may result in such damages is threatened or asserted (including any written notice from any taxing authority), such Indemnified Party shall so notify the Party party or parties from whom indemnification is sought being claimed (the “"Indemnifying Party”") promptly, describing with reasonable promptness and reasonable particularity in reasonable detail, light of the basis for such claimcircumstances then existing. If any Indemnified Party receives written notice of the assertion of any Action (action at law or suit in equity or at law) is instituted by or against a Third Party (a “Third Party Claim”) third party with respect to which the any Indemnified Party intends to claim any Loss under this Section 5.6Damages, the such Indemnified Party shall promptly notify the Indemnifying Party of such Action (action or suit. Except as provided in the “Third Party Claim Notice”), describing in reasonable detailpenultimate sentence of Section ------- 8.02, the basis for such claim. A failure by the of an Indemnified Party to give any notice of any Action in a timely manner pursuant to required by this ---- Section 5.6(c) 8.04 shall not limit the obligation affect any of the Indemnifying Party such party's rights under this Section 5.6, Article VIII ------------ except (i) to the extent such Indemnifying Party failure is actually prejudiced thereby prejudicial to the rights or (b) as provided in Section 6.2obligations of the Indemnifying Party.

Notice of Claims. If there occurs an event which any of the Persons to be indemnified under this Article IX asserts is indemnifiable pursuant to Section 5.6 9.1 or 9.2 (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"INDEMNIFIED PARTY"), the Indemnified Party or Parties seeking indemnification shall so notify the Party from whom indemnification is sought (the “Indemnifying Party”"INDEMNIFYING PARTY") promptly, promptly in writing describing in reasonable detailsuch Loss, the basis for amount or estimated amount thereof, if known or reasonably capable of estimation, and the method of computation of such claimLoss, 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 Indemnified Party receives written notice of the assertion of any Action (at law or in equity or at law) is instituted by or against a Third Party (a “Third Party Claim”) with respect to which the Indemnified Party intends to claim any liability as a Loss under this Section 5.6Article IX, the Indemnified Party shall promptly notify the Indemnifying Party of such Action (and tender to the “Third Indemnifying Party Claim Notice”), describing in reasonable detail, the basis for defense of such claimAction. A failure by the Indemnified Party to give notice and to tender the defense of any the Action in a timely manner pursuant to this Section 5.6(c) 9.3 shall not limit the obligation of the Indemnifying Party under this Section 5.6Article IX, except (i) to the extent such Indemnifying Party is actually materially prejudiced thereby or (b) as provided in Section 6.2thereby.

Notice of Claims. If any of the Persons Party to be indemnified under this Section 5.6 Article 13 (the “Indemnified Party”) has determined that suffered or incurred any matters (other than a Third Party Claim) has given or could give rise to a right of indemnification under this AgreementLoss, the Indemnified Party shall so notify the Party party from whom indemnification is sought (the “Indemnifying Party”) promptly, promptly in writing describing in reasonable detailsuch Loss, the basis for amount or estimated amount thereof, if known or reasonably capable of estimation, and the method of computation of such claimLoss, 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 Indemnified Party receives written notice of the assertion of any Action (action at law or suit in equity or at law) is instituted by a Third Party (a “Third Party Claim”) with respect to which the Indemnified Party intends to claim any Loss under this Section 5.6liability as a Loss, the Indemnified Party shall promptly notify the Indemnifying Party of such Action give written notification (the “Third Party Claim Notice”), describing in reasonable detail, ) to the basis for Indemnifying Party of such claimThird 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 and to offer to tender the defense of any Action the Third Party Claim in a timely manner pursuant to this Section 5.6(c) 13.4 shall not limit the obligation of the Indemnifying Party under this Section 5.6Article 13, except (i) to the extent such Indemnifying Party is actually prejudiced thereby or (b) as provided in Section 6.2thereby.

Notice of Claims. If any of In the Persons to be indemnified under this Section 5.6 event that a Party (the “"Indemnified Party”") has determined that shall become aware of any matters Loss in respect of which the other Party (other than a Third Party Claimthe "Indemnifying Party") has given or could give rise agreed to a right of indemnification under this Agreement, indemnify the Indemnified Party shall so notify the Party from whom indemnification is sought pursuant to this Agreement (the “Indemnifying Party”) promptly, describing in reasonable detail, the basis for such claim. If any Indemnified Party receives written notice of the assertion of any Action (in equity or at law) instituted by a Third Party (a “Third Party "Indemnification Claim”) with respect to which the Indemnified Party intends to claim any Loss under this Section 5.6"), the Indemnified Party shall promptly notify give written notice thereof to the Indemnifying Party. 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 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 such Action (any Indemnification Claim in time to contest effectively the “Third Party Claim Notice”), describing in reasonable detaildetermination of any liability susceptible of being contested, the basis for such claim. A failure Indemnifying Party shall be entitled to set off against the amount claimed by the Indemnified Party to give notice the amount of any Action in a timely manner pursuant to this Section 5.6(c) shall not limit the obligation of Losses incurred by the Indemnifying Party under this Section 5.6, except (i) resulting from the Indemnified Party's failure to the extent give such Indemnifying Party is actually prejudiced thereby or (b) as provided in Section 6.2notice on a timely basis.

Notice of Claims. If In the event that (i) any of the Persons to be indemnified under this Section 5.6 (the “claim or Action is asserted or instituted against any Indemnified Party”) has determined that Party by any matters (Person other than a Third Party Claim) has given the parties to this Agreement or their Affiliates which could give rise to a right of indemnification Damages for which an Indemnifying Party could be liable to an Indemnified Party for Damages under this AgreementAgreement (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 so notify with reasonable promptness send to the Indemnifying Party from whom 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 sought (the “Indemnifying Party”) promptly, describing in reasonable detail, the basis for such claim. If any Indemnified Party receives written notice of the assertion of any Action (in equity claimed or at law) instituted by a Third Party arises (a “Third Party Claim”) with respect to which "CLAIM NOTICE"), PROVIDED that a delay or defect in notifying the Indemnified Party intends to claim any Loss under this Section 5.6, the Indemnified Indemnifying Party shall promptly notify not relieve the Indemnifying Party of its obligations under this Agreement except to the extent that (and only to the extent that) the Indemnifying Party demonstrates such Action (failure shall have caused the “Third Damages for which the Indemnifying Party Claim Notice”), describing in reasonable detail, the basis for is obligated to be greater than such claim. A failure by Damages would have been had 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 given the Indemnifying Party under this Section 5.6, except (i) to the extent such Indemnifying Party is actually prejudiced thereby or (b) as provided in Section 6.2timely notice.

Notice of Claims. If any of the Persons A Party entitled to be indemnified under this Section 5.6 indemnification hereunder (the “Indemnified Claiming Party”) has determined that any matters (other than a Third Party Claim) has given or could will give rise to a right of indemnification under this Agreement, the Indemnified Party shall so notify the Party from whom obligated to provide such indemnification is sought (the “Indemnifying Party”) promptly, describing in reasonable detail, the basis for such claim. If any Indemnified Party receives written prompt notice of the assertion of any Action claim, for which such Claiming Party proposes to demand indemnification, (in equity or at law1) instituted by a Third 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”) with respect or (2) that does not involve a Third Party Claim, in each case specifying the amount and nature of such claim (to which the Indemnified Party intends to claim any Loss under this Section 5.6extent known). Thereafter, the Claiming Party will give the Indemnifying Party, 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 shall (or any such Other Indemnified Person) relating to any such Third Party Claim. The failure to promptly notify give such notice or to promptly give such copies will not relieve the Indemnifying Party of such Action (the “Third Party Claim Notice”)any Liability hereunder, 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 except if the Indemnifying Party under this Section 5.6was materially prejudiced thereby, except (i) but only to the extent such that the Indemnifying Party is actually demonstrates that it was materially prejudiced thereby or (b) as provided in Section 6.2thereby.

Notice of Claims. If any of the Persons A Party entitled to be indemnified under this Section 5.6 indemnification hereunder (the “Indemnified Claiming Party”) has determined that any matters (other than a Third Party Claim) has given or could will give rise to a right of indemnification under this Agreement, the Indemnified Party shall so notify the Party from whom obligated to provide such indemnification is sought (the “Indemnifying Party”) promptly, describing in reasonable detail, the basis for such claim. If any Indemnified Party receives written prompt notice of the assertion of any Action claim, for which such Claiming Party proposes to demand indemnification, (in equity or at law1) instituted by a Third Person that is not a Party nor an Other Indemnified Person (such a claim, including any Tax Claim, being a “Third Party Claim” and such notice of such Third Party Claim being the “Initial Claim Notice”) with respect or (2) that does not involve a Third Party Claim, in each case specifying the amount and nature of such claim (to which the Indemnified Party intends to claim any Loss under this Section 5.6extent known). Thereafter, the Claiming Party will give the Indemnifying Party, promptly after the Claiming Party’s (or any of its applicable Other Indemnified Person’s) receipt thereof, copies of all documents (including court papers) received by the Claiming Party shall (or any such Other Indemnified Person) relating to any such Third Party Claim. The failure to promptly notify give such notice or to promptly give such copies will not relieve the Indemnifying Party of such Action (the “Third Party Claim Notice”)any Liability hereunder, 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 except if the Indemnifying Party under this Section 5.6was prejudiced thereby, except (i) but only to the extent of such Indemnifying Party is actually prejudiced thereby or (b) as provided in Section 6.2prejudice.

Notice of Claims. If In the event that (1) any of the Persons to be indemnified under this Section 5.6 (the “claim or Action is asserted or instituted against any Indemnified Party”) has determined that Party by any matters (Person other than a Third Party Claim) has given the Parties to this Agreement or their Affiliates which could give rise to a right of indemnification Damages for which an Indemnifying Party could be liable to an Indemnified Party for Damages under this AgreementAgreement (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 (such claim, a "Direct Claim" and, together with Third Party Claims, "Claims"), the Indemnified Party shall so notify with reasonable promptness send to the Indemnifying Party from whom 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 sought (the “Indemnifying Party”) promptly, describing in reasonable detail, the basis for such claim. If any Indemnified Party receives written notice of the assertion of any Action (in equity claimed or at law) instituted by a Third Party arises (a “Third Party Claim”) with respect to which "Claim Notice"), provided that a delay or defect in notifying the Indemnified Party intends to claim any Loss under this Section 5.6, the Indemnified Indemnifying Party shall promptly notify not relieve the Indemnifying Party of its obligations under this Agreement except to the extent that (and only to the extent that) the Indemnifying Party demonstrates such Action (failure shall have caused the “Third Damages for which the Indemnifying Party Claim Notice”), describing in reasonable detail, the basis for is obligated to be greater than such claim. A failure by Damages would have been had 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 given the Indemnifying Party under this Section 5.6, except (i) to the extent such Indemnifying Party is actually prejudiced thereby or (b) as provided in Section 6.2timely notice.

Notice of Claims. If any of the Persons to be indemnified under this Section 5.6 Article 9 (the “Indemnified Party”"INDEMNIFIED PARTY") has determined that suffered or incurred any matters (other than a Third Party Claim) has given or could give rise to a right of indemnification under this AgreementLoss, the Indemnified Party shall so notify the Party party from whom indemnification is sought (the “Indemnifying Party”"INDEMNIFYING PARTY") promptly, promptly in writing describing in reasonable detailsuch Loss, the basis for amount or estimated amount thereof, if known or reasonably capable of estimation, and the method of computation of such claimLoss, 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 Indemnified Party receives written notice of the assertion of any Action (action at law or suit in equity or at law) is instituted by or against a Third Party (a “Third Party Claim”) with respect to which the Indemnified Party intends to claim any liability as a Loss under this Section 5.6Article 9, the Indemnified Party shall promptly notify the Indemnifying Party of such Action (action or suit and tender to the “Third Indemnifying Party Claim Notice”), describing in reasonable detail, the basis for defense of such claimaction or suit. A failure by the Indemnified Party to give notice and to tender the defense of any Action the action or suit in a timely manner pursuant to this Section 5.6(c) 9.3 shall not limit the obligation of the Indemnifying Party under this Section 5.6Article 9, except (i) to the extent such Indemnifying Party is actually materially prejudiced thereby or and (bii) as to the extent expenses that are incurred during the period in which notice was not provided in Section 6.2shall not be deemed a Loss.