Common use of Notice of Direct Claims Clause in Contracts

Notice of Direct Claims. Any claim for indemnification or contribution under this Agreement or any Ancillary Agreement that does not result from a Third-Party Claim shall be asserted by written notice given by the Indemnitee to the applicable Indemnifying Party; provided that the failure by an Indemnitee to so assert any such claim shall not prejudice the ability of the Indemnitee to do so at a later time except to the extent (if any) that the Indemnifying Party is prejudiced thereby. Such Indemnifying Party shall have a period of thirty (30) days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within the thirty (30)-day period, the Indemnitee shall send a second notice to the Indemnifying Party, marked at the top in bold lettering with the following language: “A RESPONSE IS REQUIRED WITHIN 10 BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF THE SEPARATION DISTRIBUTION, AND TRANSITION SERVICES AGREEMENT WITH THE UNDERSIGNED AND FAILURE TO RESPOND SHALL RESULT IN YOUR RIGHT TO OBJECT BEING WAIVED” and the envelope containing the notice must be marked “PRIORITY”. If the Indemnifying Party does not respond within such ten (10)-day period, such specified claim shall be conclusively deemed a Liability of the Indemnifying Party under this Section 4.6(b) or, in the case of any written notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of the claim (or such portion thereof) becomes finally determined. If such Indemnifying Party does not respond within such later ten (10)-day period or rejects such claim in whole or in part, such Indemnitee shall, subject to the provisions of Article VII, be free to pursue such remedies as may be available to such party as contemplated by this Agreement and the Ancillary Agreements, as applicable, without prejudice to its continuing rights to pursue indemnification or contribution hereunder.

Notice of Direct Claims. Any claim for indemnification or contribution under this Agreement or any Ancillary Agreement that does not result from a Third-Party Claim shall be asserted by written notice given by the Indemnitee to the applicable Indemnifying Party; provided that Party promptly following the failure by an Indemnitee to so assert any becoming aware of such claim shall not prejudice the ability of the Indemnitee to do so at a later time except to the extent (if any) which notice clearly states that the Indemnifying Party is prejudiced thereby. Such Indemnifying Party shall have a period of must respond to the notice within thirty (30) days after (the receipt “Indemnification Response Period”)) (provided that the failure of such an Indemnitee to provide prompt notice within in accordance with this Section 4.6(b) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party is actually prejudiced by the Indemnitee’s failure to respond theretoprovide prompt notice in accordance with this Section 4.6(b)). If the Indemnitee provides a second written notice at least two (2) Business Days prior to the end of the Indemnification Response Period and such Indemnifying Party does not respond within the thirty (30)-day period, the Indemnitee shall send a second notice to the Indemnifying Party, marked at the top in bold lettering with the following language: “A RESPONSE IS REQUIRED WITHIN 10 BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF THE SEPARATION DISTRIBUTION, AND TRANSITION SERVICES AGREEMENT WITH THE UNDERSIGNED AND FAILURE TO RESPOND SHALL RESULT IN YOUR RIGHT TO OBJECT BEING WAIVED” and the envelope containing the notice must be marked “PRIORITY”. If the Indemnifying Party does not respond within such ten (10)-day periodIndemnification Response Period, such specified claim shall be conclusively deemed a Liability of the Indemnifying Party under this Section 4.6(b) or, in the case of any written notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of the claim (or such portion thereof) becomes finally determined. If such Indemnifying Party does not respond within such later ten (10)-day period the Indemnification Response Period or rejects such claim in whole or in part, such Indemnitee shall, subject to the provisions of Article VII, be free to pursue such remedies as may be available to such party as contemplated by this Agreement and the Ancillary Agreements, as applicable, without prejudice to its continuing rights to pursue indemnification or contribution hereunder.

Notice of Direct Claims. Any claim for indemnification or contribution under this Agreement or any Ancillary Agreement that does not result from a Third-Party Claim shall be asserted by written notice given by the Indemnitee to the applicable Indemnifying Party; provided that the failure by an Indemnitee to so assert any such claim shall not prejudice the ability of the Indemnitee to do so at a later time except to the extent (if any) that the Indemnifying Party is prejudiced thereby. Such Indemnifying Party shall have a period of thirty (30) days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within the thirty (30)-day period, the Indemnitee shall send a second notice to the Indemnifying Party, marked at the top in bold lettering with the following language: “A RESPONSE IS REQUIRED WITHIN 10 BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF THE SEPARATION DISTRIBUTION, AND TRANSITION SERVICES AGREEMENT WITH THE UNDERSIGNED AND FAILURE TO RESPOND SHALL RESULT IN YOUR RIGHT TO OBJECT BEING WAIVED” and the envelope containing the notice must be marked “PRIORITY”. .” If the Indemnifying Party does not respond within such ten (10)-day period, such specified claim shall be conclusively deemed a Liability of the Indemnifying Party under this Section 4.6(b) or, in the case of any written notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of the claim (or such portion thereof) becomes finally determined. If such Indemnifying Party does not respond within such later ten (10)-day period or rejects such claim in whole or in part, such Indemnitee shall, subject to the provisions of Article VII, shall be free to pursue such remedies as may be available to such party as contemplated by this Agreement and the Ancillary Agreements, as applicable, without prejudice to its continuing rights to pursue indemnification or contribution hereunder.

Notice of Direct Claims. Any claim (a) If any of the Persons to be indemnified under this Article IX (the “Indemnified Party”) has suffered or incurred any Loss subject to indemnification under this Article IX that does not involve a Third Party Claim, the Indemnified Party shall so notify the Party responsible for providing indemnification or contribution therefor under this Agreement (the “Indemnifying Party”) promptly in a writing describing such Loss, the basis for indemnification hereunder, the amount or any Ancillary estimated amount of such Loss, if known or reasonably capable of estimation, and the method of computation of such Loss, all with reasonable particularity and containing a reference to the provisions of this Agreement that does not result from a Third-Party Claim in respect of which such Loss shall be asserted by written notice given have occurred (an “Indemnity Notice”). A failure by the Indemnitee Indemnified Party to the applicable Indemnifying Party; provided that the failure by an Indemnitee give notice in a timely manner pursuant to so assert any such claim this Section 9.3 shall not prejudice limit the ability of the Indemnitee to do so at a later time except to the extent (if any) that the Indemnifying Party is prejudiced thereby. Such Indemnifying Party shall have a period of thirty (30) days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within the thirty (30)-day period, the Indemnitee shall send a second notice to the Indemnifying Party, marked at the top in bold lettering with the following language: “A RESPONSE IS REQUIRED WITHIN 10 BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF THE SEPARATION DISTRIBUTION, AND TRANSITION SERVICES AGREEMENT WITH THE UNDERSIGNED AND FAILURE TO RESPOND SHALL RESULT IN YOUR RIGHT TO OBJECT BEING WAIVED” and the envelope containing the notice must be marked “PRIORITY”. If the Indemnifying Party does not respond within such ten (10)-day period, such specified claim shall be conclusively deemed a Liability obligation of the Indemnifying Party under this Section 4.6(bArticle IX, except (i) or, in to the case of any written notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of the claim (or such portion thereof) becomes finally determined. If extent such Indemnifying Party does not respond within such later ten is materially prejudiced thereby or (10)-day period ii) as provided by Section 9.5. In the event that the Indemnifying Party agrees to or rejects such claim is determined to have an obligation to reimburse the Indemnified Party for Losses as provided in whole or in partthis Article IX, such Indemnitee the Indemnifying Party shall, subject to the provisions of Article VIISection 9.6, promptly (but, in any event, within 30 calendar days) pay such amount to the Indemnified Party by wire transfer of immediately available funds to the account specified in writing by the Indemnified Party; provided, that the Indemnifying Party may defer making such payment if it objects in a written statement to the claim made in an Indemnity Notice and delivers such statement to the Indemnifying Party prior to the expiration of such 30- calendar day period; provided, further that an Indemnifying Party’s failure to object within such 30- calendar day period to any claim set forth in an Indemnity Notice shall be free deemed to pursue be the Indemnifying Party’s acceptance of, and waiver of any objections to, such remedies as may be available claim. If an Indemnifying Party shall so object in writing to such party as contemplated by this Agreement any claim or claims made in any Indemnity Notice, the Indemnifying Party and the Ancillary AgreementsIndemnified Party shall attempt in good faith for a period of 20 calendar days following the Indemnified Party’s receipt of such objection notice to agree upon the respective rights of the parties with respect to each of such claims. If no such agreement can be reached after such 20- calendar day period of good faith negotiation, as applicableeither the Indemnifying Party or the Indemnified Party may initiate a Proceeding for purposes of having the matter settled in accordance with the terms of this Agreement. (b) Except when a notice, without prejudice report or other filing must be filed immediately pursuant to its continuing rights applicable Law, Purchaser shall provide notice and an opportunity to pursue comment to Seller before Purchaser files any report, notification or filing with any Governmental Authority or third party in connection with an event that would be reasonably likely to result in a Loss subject to the indemnification provisions of Section 9.1. In the event Purchaser is required to file a report, notification or contribution hereunderfiling immediately, Purchaser shall, to the extent permitted by Law provide simultaneous notice to Seller when it submits such report, notification or filing to the applicable Governmental Authority.

Notice of Direct Claims. Any claim (a) If any of the Persons to be indemnified under this Article IX (the “Indemnified Party”) has suffered or incurred any Loss subject to indemnification under this Article IX that does not involve a Third Party Claim, the Indemnified Party shall so notify the Party responsible for providing indemnification or contribution therefor under this Agreement (the “Indemnifying Party”) promptly in a writing describing such Loss, the basis for indemnification hereunder, the amount or any Ancillary estimated amount of such Loss, if known or reasonably capable of estimation, and the method of computation of such Loss, all with reasonable particularity and containing a reference to the provisions of this Agreement that does not result from a Third-Party Claim in respect of which such Loss shall be asserted by written notice given have occurred (an “Indemnity Notice”). A failure by the Indemnitee Indemnified Party to the applicable Indemnifying Party; provided that the failure by an Indemnitee give notice in a timely manner pursuant to so assert any such claim this Section 9.3 shall not prejudice limit the ability of the Indemnitee to do so at a later time except to the extent (if any) that the Indemnifying Party is prejudiced thereby. Such Indemnifying Party shall have a period of thirty (30) days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within the thirty (30)-day period, the Indemnitee shall send a second notice to the Indemnifying Party, marked at the top in bold lettering with the following language: “A RESPONSE IS REQUIRED WITHIN 10 BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF THE SEPARATION DISTRIBUTION, AND TRANSITION SERVICES AGREEMENT WITH THE UNDERSIGNED AND FAILURE TO RESPOND SHALL RESULT IN YOUR RIGHT TO OBJECT BEING WAIVED” and the envelope containing the notice must be marked “PRIORITY”. If the Indemnifying Party does not respond within such ten (10)-day period, such specified claim shall be conclusively deemed a Liability obligation of the Indemnifying Party under this Section 4.6(bArticle IX, except (i) or, in to the case of any written notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of the claim (or such portion thereof) becomes finally determined. If extent such Indemnifying Party does not respond within such later ten is materially prejudiced thereby or (10)-day period ii) as provided by Section 9.5. In the event that the Indemnifying Party agrees to or rejects such claim is determined to have an obligation to reimburse the Indemnified Party for Losses as provided in whole or in partthis Article IX, such Indemnitee the Indemnifying Party shall, subject to the provisions of Article VIISection 9.6, promptly (but, in any event, within 30 calendar days) pay such amount to the Indemnified Party by wire transfer of immediately available funds to the account specified in writing by the Indemnified Party; provided, that the Indemnifying Party may defer making such payment if it objects in a written statement to the claim made in an Indemnity Notice and delivers such statement to the Indemnifying Party prior to the expiration of such 30- calendar day period; provided, further that an Indemnifying Party’s failure to object within such 30- calendar day period to any claim set forth in an Indemnity Notice shall be free deemed to pursue be the Indemnifying Party’s acceptance of, and waiver of any objections to, such remedies as may be available claim. If an Indemnifying Party shall so object in writing to such party as contemplated by this Agreement any claim or claims made in any Indemnity Notice, the Indemnifying Party and the Ancillary AgreementsIndemnified Party shall attempt in good faith for a period of 20 calendar days following the Indemnified Party’s receipt of such objection notice to agree upon the respective rights of the parties with respect to each of such claims. If no such agreement can be reached after such 20- calendar day period of good faith negotiation, as applicableeither the Indemnifying Party or the Indemnified Party may initiate a Proceeding for purposes of having the matter settled in accordance with the terms of this Agreement. (b) Except when a notice, without prejudice report or other filing must be filed immediately pursuant to its continuing rights applicable Law, Purchaser shall provide notice and an opportunity to pursue comment to Seller before Purchaser files any report, notification or filing with any Governmental Authority or third party in connection with an event that would be reasonably likely to result in a Loss subject to the indemnification provisions of Section 9.1. In the event Purchaser is required to file a report, notification or contribution hereunder.filing immediately, Purchaser shall, to the extent permitted by Law provide simultaneous notice to Seller when it submits such report, notification or filing to the applicable Governmental Authority. ​

Notice of Direct Claims. Any claim for indemnification or contribution under this Agreement or any Special Products Ancillary Agreement that which does not result from a Third-Third Party Claim shall (a “Direct Claim”) must be asserted by written notice a Notice given by the Indemnitee to the applicable Indemnifying Party; provided provided, that the failure by an Indemnitee to so assert any such claim Direct Claim shall not prejudice the ability of the Indemnitee to do so at a later time except to the extent (if any) that the Indemnifying Party is prejudiced thereby. Such Indemnifying Party shall have a period of thirty (30) days after the receipt of such notice Notice within which to respond thereto. If such Indemnifying Party does not respond within the such thirty (30)-day period, the Indemnitee shall send a second notice to the Indemnifying Party, marked at the top such Direct Claim specified in bold lettering with the following language: “A RESPONSE IS REQUIRED WITHIN 10 BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF THE SEPARATION DISTRIBUTION, AND TRANSITION SERVICES AGREEMENT WITH THE UNDERSIGNED AND FAILURE TO RESPOND SHALL RESULT IN YOUR RIGHT TO OBJECT BEING WAIVED” and the envelope containing the notice must be marked “PRIORITY”. If the Indemnifying Party does not respond within such ten (10)-day period, such specified claim Notice shall be conclusively deemed a Liability of the Indemnifying Party under this Section 4.6(b10.05(b) or, in the case of any written notice Notice in which the amount of the claim Direct Claim (or any portion thereof) is estimated, on such later date date, when the amount of the claim such Direct Claim (or such portion thereof) becomes finally determined. If such Indemnifying Party does not respond within such later ten thirty (10)-day 30)-day period or rejects such claim Direct Claim in whole or in part, such Indemnitee shall, subject to the provisions of Article VII, shall be free to pursue such remedies as may be available to such party Indemnitee as contemplated by this Agreement and or the Special Products Ancillary Agreements, as applicable, without prejudice to its continuing rights to pursue indemnification or contribution hereunder.

Notice of Direct Claims. Any claim for indemnification or contribution under this Agreement or any Special Products Ancillary Agreement that which does not result from a Third-Third Party Claim shall (a “Direct Claim”) must be asserted by written notice a Notice given by the Indemnitee to the applicable Indemnifying Party; provided provided, that the failure by an Indemnitee to so assert any such claim Direct Claim shall not prejudice the ability of the Indemnitee to do so at a later time except to the extent (if any) that the Indemnifying Party is prejudiced thereby. Such Indemnifying Party shall have a period of thirty (30) days after the receipt of such notice Notice within which to respond thereto. If such Indemnifying Party does not respond within the such thirty (30)-day period, the Indemnitee shall send a second notice to the Indemnifying Party, marked at the top such Direct Claim specified in bold lettering with the following language: “A RESPONSE IS REQUIRED WITHIN 10 BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF THE SEPARATION DISTRIBUTION, AND TRANSITION SERVICES AGREEMENT WITH THE UNDERSIGNED AND FAILURE TO RESPOND SHALL RESULT IN YOUR RIGHT TO OBJECT BEING WAIVED” and the envelope containing the notice must be marked “PRIORITY”. If the Indemnifying Party does not respond within such ten (10)-day period, such specified claim Notice shall be conclusively deemed a Liability of the Indemnifying Party under this Section 4.6(b9.05(b) or, in the case of any written notice Notice in which the amount of the claim Direct Claim (or any portion thereof) is estimated, on such later date date, when the amount of the claim such Direct Claim (or such portion thereof) becomes finally determined. If such Indemnifying Party does not respond within such later ten thirty (10)-day 30)-day period or rejects such claim Direct Claim in whole or in part, such Indemnitee shall, subject to the provisions of Article VII, shall be free to pursue such remedies as may be available to such party Indemnitee as contemplated by this Agreement and or the Special Products Ancillary Agreements, as applicable, without prejudice to its continuing rights to pursue indemnification or contribution hereunder.

Notice of Direct Claims. Any claim for indemnification If the Purchasers or contribution the Sellers become aware of facts or circumstances establishing that they have experienced or incurred any damages or losses under this Agreement or may experience or incur such damages or losses which will give rise to any Ancillary Agreement that does not result from claim for Purchasers’ Losses or Sellers’ Losses and a Third-Party Claim shall be asserted by resulting right of indemnification under this Agreement, then the Purchasers or the Sellers, as the case may be, must give written notice given by the Indemnitee (an “Indemnification Notice”) to the applicable Indemnifying Party; provided that the failure by an Indemnitee to so assert any other of them of such claim shall not prejudice the ability of the Indemnitee to do so at (a later time except to the extent (if any“Claim”) that the Indemnifying Party is prejudiced thereby. Such Indemnifying Party shall have a period of as soon as reasonably practicable but in no event more than thirty (30) days after the receipt Purchasers or the Sellers, as the case may be, have received written notice of such Claims (provided, that failure to give such notice within which shall not limit the Sellers’ or the Purchasers’ indemnification obligation hereunder except to respond thereto. If such Indemnifying Party does not respond within the thirty (30)-day periodextent that the delay in giving, or failure to give, the Indemnitee shall send a second notice adversely affects the Sellers’ or the Purchasers’ ability to defend against the Indemnifying PartyClaim). To the extent reasonably practicable, marked at the top in bold lettering with Indemnification Notice will describe the following language: “A RESPONSE IS REQUIRED WITHIN 10 BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF THE SEPARATION DISTRIBUTIONnature, AND TRANSITION SERVICES AGREEMENT WITH THE UNDERSIGNED AND FAILURE TO RESPOND SHALL RESULT IN YOUR RIGHT TO OBJECT BEING WAIVED” basis and amount of the envelope containing the notice must be marked “PRIORITY”Claim and include any relevant supporting documentation. If the Indemnifying Party does not respond within such ten (10)-day period, such specified claim shall be conclusively deemed Sellers or the Purchasers contest the propriety of a Liability of the Indemnifying Party under this Section 4.6(b) or, in the case of any written notice in which Claim described on an Indemnification Notice and/or the amount of damages alleged to be associated with such Claim, then the claim Sellers will deliver to the Purchasers, or the Purchasers will deliver to the Sellers, within thirty (30) calendar days after receipt of an Indemnification Notice, a written objection stating the objections that the Sellers or the Purchasers have with respect to the Claim (a “Disputed Claim”) contained in the Indemnification Notice. If the Sellers or the Purchasers, as the case may be, do not contest the Claim within such thirty (30) day period, then the Sellers or the Purchasers will be deemed to have waived their right to contest any dispute with regard to the Claim. Any undisputed Claims contained in the Indemnification Notice shall be deemed to be final and binding upon the Sellers or the Purchasers, as the case may be, and shall constitute a permitted Claim. If any Disputed Claims ultimately are resolved and it is determined that all or any portion thereof) of a Disputed Claim is estimatedin fact subject to indemnification pursuant to this Agreement, on such later date when the amount Disputed Claim or portion thereof shall be final and binding upon Sellers or Purchasers and shall constitute a permitted Claim. With respect to payment of the claim (or such portion thereof) becomes finally determined. If such Indemnifying Party does not respond within such later ten (10)-day period or rejects such claim in whole or in partSellers’ Losses, such Indemnitee shall, subject the Purchasers shall pay to the provisions Sellers the Sellers’ Losses within sixty (60) days after any Claim or Disputed Claim is determined to be a permitted Claim. With respect to payment of Article VIIthe Purchasers’ Losses in connection with any Indemnification Notice received by the Sellers during a period of one hundred eighty (180) days after the Closing Date, be free to pursue such remedies the Purchasers shall receive payment from Holdback Funds as may be available to such party as contemplated by this Agreement set forth in Section 6.4 below and the Ancillary AgreementsEscrow Agreement, as applicableand to the extent that the Purchasers’ Losses exceed the Holdback Funds, without prejudice the Sellers will make the Purchasers whole for the balance within thirty (30) days of Purchasers’ demand for payment. With respect to its continuing rights payment of the Purchasers’ Losses in connection with any Indemnification Notice received by the Sellers after the end of one hundred eighty (180) days after the Closing Date, the Sellers shall pay to pursue indemnification the Purchasers the Purchasers’ Losses within sixty (60) days after any Claim or contribution hereunderDisputed Claim is determined to be a permitted Claim.

Notice of Direct Claims. Any In any case in which an Indemnitee seeks indemnification hereunder which is not subject to Section 7.6 hereof because no third-party action is involved, the Buyer shall deliver to the Sellers Representatives a written notice specifying in reasonable detail the basis for its claim for indemnification or contribution under this Agreement or any Ancillary Agreement that does not result from and the amount for which the Buyer believes it is entitled to be indemnified (a Third-Party "Claim Notice"). (a) After the Sellers Representatives shall be asserted by have been notified of the amount for which the Buyer seeks indemnification, if the Sellers Representatives dispute the amount of the Claim, they shall deliver to the Buyer a written notice given by of dispute (the Indemnitee to the applicable Indemnifying Party; provided that the failure by an Indemnitee to so assert any such claim shall not prejudice the ability "Dispute Notice") within sixty (60) days of Buyer's delivery of the Indemnitee Claim Notice. If the Sellers Representatives do not deliver a Dispute Notice within such sixty (60) day period, Buyer shall refrain from issuing Holdback Shares or refrain from making the Initial Earnout Payment (or some combination thereof) to do so at satisfy the Claim. If Buyer receives a later time except Dispute Notice within the requisite sixty (60) day period, the Sellers Representatives and the Chief Executive Officer of Buyer will meet and attempt in good faith to the extent (if any) that the Indemnifying Party is prejudiced thereby. Such Indemnifying Party shall have a period of resolve such dispute within thirty (30) days days. If such dispute is not so resolved within such thirty (30) day period, either the Sellers Representatives or the Buyer may initiate mandatory arbitration pursuant to Section 9.14, provided however that no such mandatory arbitration may be brought more than six months after the receipt by the Sellers Representatives of the applicable Claim Notice. If all or any part of such notice within which timely disputed Claim is determined in any settlement to respond thereto. If such Indemnifying Party does not respond within the thirty (30)-day period, the Indemnitee shall send a second notice be owing to the Indemnifying PartySellers, marked at Buyer will promptly, upon such settlement or resolution, issue such Holdback Shares or make such Earnout Payment to such accounts of the top in bold lettering with the following language: “A RESPONSE IS REQUIRED WITHIN 10 BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF THE SEPARATION DISTRIBUTION, AND TRANSITION SERVICES AGREEMENT WITH THE UNDERSIGNED AND FAILURE TO RESPOND SHALL RESULT IN YOUR RIGHT TO OBJECT BEING WAIVED” and the envelope containing the notice must be marked “PRIORITY”. If the Indemnifying Party does not respond within such ten (10)-day period, such specified claim Sellers as shall be conclusively deemed a Liability of instructed by the Indemnifying Party under this Section 4.6(b) or, in the case of any written notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of the claim (or such portion thereof) becomes finally determined. If such Indemnifying Party does not respond within such later ten (10)-day period or rejects such claim in whole or in part, such Indemnitee shall, subject to the provisions of Article VII, be free to pursue such remedies as may be available to such party as contemplated by this Agreement and the Ancillary Agreements, as applicable, without prejudice to its continuing rights to pursue indemnification or contribution hereunderSellers Representatives.

Notice of Direct Claims. Any claim for indemnification or contribution of Losses under this Agreement or any Ancillary Agreement ‎ARTICLE VII that does is not result from a Third-Third Party Claim (a “Direct Claim”) by an Indemnified Party shall be asserted by giving written notice given by the Indemnitee thereof to the NWMI Sellers’ Representative or Valley Seller, as applicable Indemnifying (in the case of indemnification sought by a Holdco Indemnified Party), or Holdco (in the case of indemnification sought by a Seller Indemnified Party) promptly upon becoming aware of the facts or circumstances giving rise to such Direct Claim; provided provided, however, that any delay in providing, or the failure by an Indemnitee to so assert any provide such claim notification, shall not prejudice affect the ability right of the Indemnitee Indemnified Party to do so at a later time indemnification hereunder except in the event that such delay or failure extends past the applicable survival expiration date set forth in ‎Section 7.1 or to the extent (if any) that the Indemnifying Party is prejudiced therebyby the delay or failure. Such notice shall describe the Direct Claim in reasonable detail, including (to the extent practicable) copies of any written evidence thereof and shall indicate the estimated amount of Losses, if reasonably determinable, that has been sustained by the Indemnified Party. The Indemnifying Party shall (acting through the NWMI Sellers’ Representative, Valley Seller or Holdco, as applicable) will have a period of thirty (30) until 5:00 p.m. New York time on the date that is 30 days after the receipt of such notice within which Direct Claim is asserted to respond theretoin writing to such Direct Claim. If such response by the Indemnifying Party does (acting through the NWMI Sellers’ Representative, Valley Seller or Holdco, as applicable) is not respond received within the thirty (30)-day such 30-day period, the Indemnitee shall send a second notice Indemnifying Party will be deemed to the Indemnifying Party, marked at the top in bold lettering with the following language: “A RESPONSE IS REQUIRED WITHIN 10 BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF THE SEPARATION DISTRIBUTION, AND TRANSITION SERVICES AGREEMENT WITH THE UNDERSIGNED AND FAILURE TO RESPOND SHALL RESULT IN YOUR RIGHT TO OBJECT BEING WAIVED” and the envelope containing the notice must be marked “PRIORITY”have accepted such claim. If the Indemnifying Party does not respond within such ten (10)-day period, such specified claim shall be conclusively deemed a Liability response of the Indemnifying Party under this Section 4.6(b(acting through the NWMI Sellers’ Representative, Valley Seller or Holdco, as applicable) or, in rejecting the case of any written notice in which Direct Claim is received by the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of the claim (or such portion thereof) becomes finally determined. If such Indemnifying Indemnified Party does not respond within such later ten 30-day period, the Indemnified Party (10)-day period acting through the NWMI Sellers’ Representative, Valley Seller or rejects such claim in whole or in partHoldco, such Indemnitee shall, subject to the provisions of Article VII, as applicable) will be free to pursue such remedies as may be available to such party as contemplated by the Indemnified Party on the terms and subject to the provisions of this Agreement and the Ancillary Agreements, as applicable, without prejudice to its continuing rights to pursue indemnification or contribution hereunder‎ARTICLE VII.

Notice of Direct Claims. Any claim If any of the Persons to be indemnified under this Article VIII (the “Indemnified Party”) has suffered or incurred any Loss subject to indemnification under this Article VIII that does not involve a Third Party Claim, the Indemnified Party shall so notify the Party responsible for providing indemnification or contribution therefor under this Agreement (the “Indemnifying Party”) promptly in a writing describing such Loss, the basis for indemnification hereunder, the amount or any Ancillary estimated amount of such Loss, if known or reasonably capable of estimation, and the method of computation of such Loss, all with reasonable particularity and containing a reference to the provisions of this Agreement that does not result from a Third-Party Claim in respect of which such Loss shall be asserted by written notice given have occurred (an “Indemnity Notice”). A failure by the Indemnitee Indemnified Party to the applicable Indemnifying Party; provided that the failure by an Indemnitee give notice in a timely manner pursuant to so assert any such claim this Section 8.3 shall not prejudice limit the ability of the Indemnitee to do so at a later time except to the extent (if any) that the Indemnifying Party is prejudiced thereby. Such Indemnifying Party shall have a period of thirty (30) days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within the thirty (30)-day period, the Indemnitee shall send a second notice to the Indemnifying Party, marked at the top in bold lettering with the following language: “A RESPONSE IS REQUIRED WITHIN 10 BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF THE SEPARATION DISTRIBUTION, AND TRANSITION SERVICES AGREEMENT WITH THE UNDERSIGNED AND FAILURE TO RESPOND SHALL RESULT IN YOUR RIGHT TO OBJECT BEING WAIVED” and the envelope containing the notice must be marked “PRIORITY”. If the Indemnifying Party does not respond within such ten (10)-day period, such specified claim shall be conclusively deemed a Liability obligation of the Indemnifying Party under this Section 4.6(bArticle VIII, except (i) or, in to the case of any written notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of the claim (or such portion thereof) becomes finally determined. If extent such Indemnifying Party does not respond within such later ten is materially prejudiced thereby or (10)-day period ii) as provided by Section 8.5. In the event that the Indemnifying Party agrees to or rejects such claim is determined to have an obligation to reimburse the Indemnified Party for Losses as provided in whole or in partthis Article VIII, such Indemnitee the Indemnifying Party shall, subject to the provisions of Article VIISection 8.6, promptly (but, in any event, within 30 calendar days) pay such amount to the Indemnified Party by wire transfer of immediately available funds to the account specified in writing by the Indemnified Party. The Indemnifying Party may defer making such payment if it objects in a written statement to the claim made in an Indemnity Notice and delivers such statement to the Indemnifying Party prior to the expiration of such 30- calendar day period, provided that an Indemnifying Party’s failure to object within such 30- calendar day period to any claim set forth in an Indemnity Notice shall not be free deemed to pursue be the Indemnifying Party’s acceptance of, or waiver of any objections to, such remedies as may be available claim. If an Indemnifying Party shall so object in writing to such party as contemplated by this Agreement any claim or claims made in any Indemnity Notice, the Indemnifying Party and the Ancillary AgreementsIndemnified Party shall attempt in good faith for a period of 20 calendar days following the Indemnified Party’s receipt of such objection notice to agree upon the respective rights of the parties with respect to each of such claims. If no such agreement can be reached after such 20- calendar day period of good faith negotiation, as applicable, without prejudice to its continuing rights to pursue indemnification either the Indemnifying Party or contribution hereunderthe Indemnified Party may initiate a Proceeding for purposes of having the matter settled in accordance with the terms of this Agreement.

Notice of Direct Claims. Any claim for indemnification or contribution of Losses under this Agreement or any Ancillary Agreement Article IX that does is not result from a Third-Third Party Claim shall (a “Direct Claim”) by an Indemnified Party will be asserted by giving prompt written notice given thereof to Seller (in the case of indemnification sought by a Buyer Indemnified Party) or Buyer (in the Indemnitee case of indemnification sought by a Seller Indemnified Party); provided, however, that any delay in providing, or the failure to provide such notification, will not affect the right of the Indemnified Party to indemnification hereunder except in the event that such delay or failure extends past the applicable Indemnifying Party; provided that the failure by an Indemnitee to so assert any such claim shall not prejudice the ability of the Indemnitee to do so at a later time except survival expiration date set forth in Section 9.1 or to the extent (if any) that the Indemnifying Party is actually prejudiced therebyby the delay or failure. Such notice will describe the Direct Claim in reasonable detail, including (to the extent practicable) copies of any written evidence thereof and will indicate the estimated amount of Losses, if reasonably determinable, that has been sustained by the Indemnified Party. The Indemnifying Party shall will have a period of thirty (30) days 20 Business Days after the receipt of such notice within which Direct Claim is asserted to respond theretoin writing to such Direct Claim. If such response by the Indemnifying Party does is not respond received within the thirty (30)-day such 20 Business Day period, the Indemnitee shall send a second notice Indemnifying Party will be deemed to have accepted such claim, in which event the Direct Claim will be deemed due and payable to the Indemnifying Indemnified Party, marked at the top in bold lettering with the following language: “A RESPONSE IS REQUIRED WITHIN 10 BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF THE SEPARATION DISTRIBUTION, AND TRANSITION SERVICES AGREEMENT WITH THE UNDERSIGNED AND FAILURE TO RESPOND SHALL RESULT IN YOUR RIGHT TO OBJECT BEING WAIVED” and the envelope containing the notice must be marked “PRIORITY”. If the Indemnifying Party does not respond within such ten (10)-day period, such specified claim shall be conclusively deemed a Liability response of the Indemnifying Party under this Section 4.6(b) or, in disputing the case of any written notice in which Direct Claim is received by the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of the claim (or such portion thereof) becomes finally determined. If such Indemnifying Indemnified Party does not respond within such later ten (10)-day 20 Business Day period or rejects such claim in whole or in part, such Indemnitee shall, subject to the provisions of Article VII, Indemnified Party will be free to pursue such remedies as may be available to such party as contemplated by the Indemnified Party on the terms and subject to the provisions of this Agreement and the Ancillary Agreements, as applicable, without prejudice to its continuing rights to pursue indemnification or contribution hereunderArticle IX.

Notice of Direct Claims. Any claim (a) If any of the Persons to be indemnified under this Article VIII (the “Indemnified Party”) has suffered or incurred any Loss subject to indemnification under this Article VIII that does not involve a Third Party Claim, the Indemnified Party shall so notify the Party responsible for providing indemnification or contribution therefor under this Agreement (the “Indemnifying Party”) promptly in a writing describing such Loss, the basis for indemnification hereunder, the amount or any Ancillary estimated amount of such Loss, if known or reasonably capable of estimation, and the method of computation of such Loss, all with reasonable particularity and containing a reference to the provisions of this Agreement that does not result from a Third-Party Claim in respect of which such Loss shall be asserted by written notice given have occurred (an “Indemnity Notice”). A failure by the Indemnitee Indemnified Party to the applicable Indemnifying Party; provided that the failure by an Indemnitee give notice in a timely manner pursuant to so assert any such claim this Section 8.3 shall not prejudice limit the ability of the Indemnitee to do so at a later time except to the extent (if any) that the Indemnifying Party is prejudiced thereby. Such Indemnifying Party shall have a period of thirty (30) days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within the thirty (30)-day period, the Indemnitee shall send a second notice to the Indemnifying Party, marked at the top in bold lettering with the following language: “A RESPONSE IS REQUIRED WITHIN 10 BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF THE SEPARATION DISTRIBUTION, AND TRANSITION SERVICES AGREEMENT WITH THE UNDERSIGNED AND FAILURE TO RESPOND SHALL RESULT IN YOUR RIGHT TO OBJECT BEING WAIVED” and the envelope containing the notice must be marked “PRIORITY”. If the Indemnifying Party does not respond within such ten (10)-day period, such specified claim shall be conclusively deemed a Liability obligation of the Indemnifying Party under this Section 4.6(bArticle VIII, except (i) or, in to the case of any written notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of the claim (or such portion thereof) becomes finally determined. If extent such Indemnifying Party does not respond within such later ten is materially prejudiced thereby or (10)-day period ii) as provided by Section 8.5. In the event that the Indemnifying Party agrees to or rejects such claim is determined to have an obligation to reimburse the Indemnified Party for Losses as provided in whole or in partthis Article VIII, such Indemnitee the Indemnifying Party shall, subject to the provisions of Article VIISection 8.6, promptly (but, in any event, within 30 calendar days) pay such amount to the Indemnified Party by wire transfer of immediately available funds to the account specified in writing by the Indemnified Party; provided, that the Indemnifying Party may defer making such payment if it objects in a written statement to the claim made in an Indemnity Notice and delivers such statement to the Indemnifying Party prior to the expiration of such 30- calendar day period; provided, further that an Indemnifying Party’s failure to object within such 30-calendar day period to any claim set forth in an Indemnity Notice shall be free deemed to pursue be the Indemnifying Party’s acceptance of, and waiver of any objections to, such remedies as may be available claim. If an Indemnifying Party shall so object in writing to such party as contemplated by this Agreement any claim or claims made in any Indemnity Notice, the Indemnifying Party and the Ancillary AgreementsIndemnified Party shall attempt in good faith for a period of 20 calendar days following the Indemnified Party’s receipt of such objection notice to agree upon the respective rights of the parties with respect to each of such claims. If no such agreement can be reached after such 20-calendar day period of good faith negotiation, as applicableeither the Indemnifying Party or the Indemnified Party may initiate a Proceeding for purposes of having the matter settled in accordance with the terms of this Agreement. (b) Except when a notice, without prejudice report or other filing must be filed immediately pursuant to its continuing rights applicable Law, the Purchaser shall provide notice and an opportunity to pursue comment to the Seller before the Purchaser files any report, notification or filing with any Governmental Authority or third party in connection with an event that would be reasonably likely to result in a Loss subject to the indemnification provisions of Section 8.1. In the event the Purchaser is required to file a report, notification or contribution hereunderfiling immediately, the Purchaser shall, to the extent permitted by Law provide simultaneous notice to the Seller when it submits such report, notification or filing to the applicable Governmental Authority.