Common use of Notice of Indemnity Claims Clause in Contracts

Notice of Indemnity Claims. If any Buyer Indemnified Party or Company Indemnified Party entitled to or seeking indemnification hereunder (an “Indemnified Party”) (i) determines that any event, occurrence, fact, condition or claim has given or could give rise to any Buyer Losses or Company Losses, as applicable, for which such Indemnified Party is or may be entitled to, or may seek, indemnification under this Agreement, (ii) otherwise identifies an event, occurrence, fact, condition or claim giving rise (or which may give rise) to a right of indemnification hereunder in favor of such Indemnified Party, or (iii) with respect to any Third Party Claim (as defined herein), becomes aware of the assertion of any claim or of the commencement of any Proceeding at law or in equity (any of the foregoing, an “Indemnity Claim”), such Indemnified Party shall promptly notify the party obligated to provide indemnification or from whom indemnification is being or will be sought (the “Indemnifying Party”) in writing of such Indemnity Claim (a “Claim Notice”) describing the facts giving rise to the claim for indemnification under this Agreement 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 other agreement, document or instrument executed hereunder or in connection with this Agreement upon which such claim is based; provided, however, that the failure of any Indemnified Party to give timely notice thereof shall not affect any of its rights to indemnification hereunder nor relieve the Indemnifying Party from any of its indemnification obligations hereunder, except to the extent the Indemnifying Party is materially prejudiced by such failure.

Notice of Indemnity Claims. If any Buyer Indemnified Party or Company Seller Indemnified Party entitled to or seeking indemnification hereunder (an “Indemnified Party”) (ia) determines that any event, occurrence, fact, condition or claim Claim has given or could give rise to any Buyer Losses or Company Losses, as applicable, for which such Indemnified Party is or may be entitled to, or may seek, indemnification under this Agreement, (iib) otherwise identifies an event, occurrence, fact, condition or claim Claim giving rise (or which may give rise) to a right of indemnification hereunder in favor of such Indemnified Party, or (iiic) with respect to any Third Party Claim (as defined herein)Claim, becomes aware of the assertion of any claim Claim or of the commencement of any Proceeding action, suit or proceeding at law or in equity (any of the foregoing, an “Indemnity Claim”), such Indemnified Party shall promptly notify the party obligated to provide indemnification or from whom indemnification is being or will be sought (the “Indemnifying Party”) in writing of such Indemnity Claim (a “Claim Notice”) describing in reasonable detail the facts giving rise to the claim for indemnification under this Agreement and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such claim claim, and a reference to the provision of this Agreement or any other agreement, document or instrument executed hereunder or in connection with this Agreement upon which such claim is based; provided, however, that the failure of any Indemnified Party to give timely notice thereof shall not affect any of its rights to indemnification hereunder nor relieve the Indemnifying Party from any of its indemnification obligations hereunder, except to the extent the Indemnifying Party is materially prejudiced by such failure. Any Claim Notice not relating to a Third Party Claim shall specify the nature of the Loss and the estimated amount thereof. After the giving of any Claim Notice pursuant to this Agreement, the amount of indemnification to which an Indemnified Party shall be entitled under this Article VI shall be determined: (a) by the written agreement between the Indemnified Party and the Indemnifying Party; (b) by a final judgment or decree of any court of competent jurisdiction; or (c) by any other means to which the Indemnified Party and the Indemnifying Party shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined.

Notice of Indemnity Claims. If any Buyer Indemnified Party Person or Company Seller Indemnified Party Person entitled to or seeking indemnification hereunder (an “"Indemnified Party”Person") (i) determines that any event, occurrence, fact, condition or claim has given or could give rise to any Buyer Losses or Company Losses, as applicable, Damages for which such Indemnified Party Person is or may be entitled to, or may seek, indemnification under this Agreement, (ii) otherwise identifies an event, occurrence, fact, condition or claim giving rise (or which may give rise) to a right of indemnification hereunder in favor of such Indemnified PartyPerson, or (iii) with respect to any Third Party Claim (as defined herein)Claim, becomes aware of the assertion of any claim or of the commencement of any Proceeding at law or in equity (any of the foregoingforegoing (i), (ii) or (iii), an “"Indemnity Claim”"), such Indemnified Party Person shall promptly notify (and, in the case of a Third Party Claim, shall notify within thirty (30) days following assertion of such Third Party Claim) the party obligated to provide indemnification or from whom indemnification is being or will be sought (the “"Indemnifying Party”Person") in writing of such Indemnity Claim (a “"Claim Notice”") describing in reasonable detail the facts giving rise to the claim for indemnification under this Agreement 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 provision(s) of this Agreement or any other agreement, document or instrument executed hereunder or in connection with this Ancillary Agreement upon which such claim Indemnity Claim is based; provided, however, that the failure of any Indemnified Party Person to give timely notice thereof shall not affect any of its rights to indemnification hereunder nor relieve the Indemnifying Party Person from any of its indemnification obligations hereunder, except to the extent the Indemnifying Party Person is materially prejudiced by such failure. Any Claim Notice, other than one relating to a Third Party Claim, shall specify the nature of the Damages and (if known or reasonably capable of being estimated) the estimated amount thereof.

Notice of Indemnity Claims. If any Buyer Indemnified Party or Company Indemnified Party entitled (a) The following procedures shall be applicable with respect to or indemnification for third-party Claims. Promptly after receipt by the party seeking indemnification hereunder (an “Indemnified Party”hereinafter referred to as the "Indemnitee") (i) determines that any event, occurrence, fact, condition or claim has given or could give rise to any Buyer Losses or Company Losses, as applicable, for which such Indemnified Party is or may be entitled to, or may seek, indemnification under this Agreement, (ii) otherwise identifies an event, occurrence, fact, condition or claim giving rise (or which may give rise) to a right of indemnification hereunder in favor of such Indemnified Party, or (iii) with respect to any Third Party Claim (as defined herein), becomes aware of the assertion of any claim or notice of the commencement of any Proceeding at law (i) Tax audit or proceeding for the assessment of Tax by any Authority or any other proceeding likely to result in equity the imposition of a Tax liability or obligation or (ii) any action or the assertion of the foregoingany Claim, an “Indemnity Claim”liability or obligation by a third party (whether by legal process or otherwise), against which Claim, liability or obligation the other party to this Agreement (hereinafter the "Indemnitor") is, or may be, required under this Agreement to indemnify such Indemnified Party shall promptly Indemnitee, the Indemnitee shall, if a Claim thereon is to be, or may be, made against the Indemnitor, notify the party obligated to provide indemnification or from whom indemnification is being or will be sought (the “Indemnifying Party”) Indemnitor in writing of the commencement or assertion thereof and give the Indemnitor a copy of such Indemnity Claim, process and all legal pleadings. The Indemnitor shall have the right to (i) participate in the defense of such action with counsel of reputable standing and (ii) assume the defense of such action by agreeing to assume such defense within ten (10) business days of transmittal of the notice of the Claim by the Indemnitee, in writing unless such Claim (A) may result in criminal proceedings, injunctions or other equitable remedies in respect of the Indemnitee or its business; (B) may result in liabilities which, taken with other then existing Claims under this Article XI, would not be fully indemnified hereunder; (C) may have a “Material Adverse Effect on the business or financial condition of the Indemnitee after the Closing Date (including an effect on the Tax liabilities, earnings or ongoing business relationships of the Indemnitee); (D) is for an alleged amount of less than $25,000; or (E) upon petition by the Indemnitee, if an appropriate court rules that the Indemnitor failed or is failing to vigorously prosecute or defend such Claim, in which events the Indemnitee shall assume the defense. (b) The Indemnitor and the Indemnitee shall cooperate in the defense of any third party Claims. In the event that the Indemnitor assumes or participates in the defense of such third party Claim Notice”) describing as provided herein, the facts giving rise Indemnitee shall make available to the claim for indemnification Indemnitor all relevant records and take such other action and sign such documents as are reasonable necessary to defend such third party Claim in a timely manner. If the Indemnitee shall be required by judgment or a settlement agreement to pay any amount in respect of any obligation or liability against which the Indemnitor has agreed to indemnify the Indemnitee under this Agreement and Agreement, the Indemnitor shall include promptly reimburse the Indemnitee in such Claim Notice (if then known) the an amount or the method of computation of equal to the amount of such claim payment plus all expenses (including legal fees and a reference to the provision of this Agreement or any other agreement, document or instrument executed hereunder or expenses) incurred by such Indemnitee in connection with such obligation or liability subject to this Article XI. No Indemnitor, in the defense of any such Claim, shall, except with the consent of the Indemnitee, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnitee of a release from all liability with respect to such Claim. In the event that the Indemnitor does not accept the defense of any matter for which it is entitled to assume as provided above, the Indemnitee shall have the full right to defend such Claim. (c) Prior to paying or settling any Claim against which an Indemnitor is, or may be, obligated under this Agreement upon to indemnify an Indemnitee, the Indemnitee must first supply the Indemnitor with a copy of a final court judgment or decree holding the Indemnitee liable on such Claim or failing such judgment or decree, must first receive the written approval of the terms and conditions of such settlement from the Indemnitor, which such claim is basedshall not be unreasonably withheld; provided, provided however, that no written approval is required from the failure Indemnitor as to any third party Claim (i) that results solely in injunctions or other equitable remedies in respect of the Indemnitee or its business; (ii) that settles liabilities, or portions thereof, that are not subject to indemnification hereunder; or (iii) is for an amount of less than $25,000. (d) An Indemnitee shall have the right to employ its own counsel in any Indemnified Party to give timely notice thereof case and the fees and expenses of such counsel shall be at the expense of the Indemnitee unless (i) the employment of such counsel shall have been authorized in writing by the Indemnitor in connection with the defense of such Claim; (ii) the Indemnitor shall not affect have employed counsel in the defense of such Claim after ten days notice; or (iii) such Indemnitee shall have reasonably concluded that there may be defenses available to it which are contrary to, or inconsistent with, those available to the Indemnitor; in any of its rights to indemnification hereunder nor relieve the Indemnifying Party from any of its indemnification obligations hereunder, except to foregoing events such fees and expenses shall be borne by the extent the Indemnifying Party is materially prejudiced by such failureIndemnitor.

Notice of Indemnity Claims. If any Buyer Indemnified Party or Company Indemnified Party entitled a party intends to or seeking assert a claim for indemnification hereunder (an “"Indemnified Party”") (i) determines that any event, occurrence, fact, condition or claim has given or could give rise to any Buyer Losses or Company Losses, as applicable, for which such Indemnified Party is or may be entitled to, or may seek, indemnification under this Agreement, Article 11 (ii) otherwise identifies an event, occurrence, fact, condition or claim giving rise (or which may give rise) to a right of indemnification hereunder in favor of such Indemnified Party, or (iii) with respect to any Third Party Claim (as defined herein"Indemnity Claim"), becomes aware of the assertion of any claim or of the commencement of any Proceeding at law or in equity (any of the foregoing, an “Indemnity Claim”), such Indemnified Party shall promptly notify provide notice of such Indemnity Claim, to the party obligated to provide indemnification or from whom indemnification is being or will be sought (the “"Indemnifying Party”") as soon as reasonably practicable and in writing any event within 30 days after becoming aware of such Indemnity Claim (a “Claim Notice”) describing the facts giving rise Claim. The failure to the claim for indemnification under this Agreement and shall include in receive 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 other agreement, document or instrument executed hereunder or in connection with this Agreement upon which such claim is based; provided, however, that the failure of any Indemnified Party to give timely notice thereof shall not affect any of its rights to indemnification hereunder nor relieve the Indemnifying Party from any liability in respect of its indemnification obligations hereunder, except such claim unless and to the extent that the Indemnifying Party shall be prevented from curing such situation as a direct result of its failure to receive timely notice. At the time the Indemnity Claim is materially prejudiced made and thereafter, the Indemnified Party shall provide the Indemnifying Party with copies of any materials in its possession describing the facts or containing information providing the basis for the Indemnity Claim. If the Indemnity Claim involves a claim by a third party (a "Third Party Indemnity Claim"), the Indemnifying Party may assume and control at its expense the defense of the claim by the third party, provided that the Indemnifying Party agrees in writing with respect to such failureThird Party Indemnity Claim that it is obligated hereunder to indemnify and hold the Indemnified Party harmless in accordance with the terms of this Article 11; and provided, further, that the Indemnified Party shall be entitled to participate in the defense of such claim at its own expense. Notwithstanding the foregoing, in the event of a Third Party Indemnity Claim in which an Indemnifying Party and the Indemnified Party are named as co-defendants, the Indemnified Party shall have the right to retain separate counsel and to defend such action, at the expense of the Indemnifying Party, if the Indemnified Party reasonably determines on advice of counsel that (i) there exists a conflict of interest such that the Indemnifying Party and the Indemnified Party cannot be represented by the same counsel, or (ii) there are material defenses available to the Indemnified Party that are separate from those that can be asserted by the Indemnifying Party. The failure of the Indemnifying Party to assume the defense of any such claim shall not affect any indemnification obligation under this Agreement. Neither an Indemnified Party nor an Indemnifying Party shall settle a claim, suit, action or proceeding without the consent of the other party, which shall not unreasonably be withheld. A party shall not be liable under this Article 11 for any such settlement effected without its consent. In the event an Indemnified Party fails to consent to a settlement of a Third Party Claim recommended by the Indemnifying Party, then the amount of indemnification payable with respect to such Third Party Claim shall not exceed the amount of such settlement offer plus all Losses incurred with respect to such claim prior to the date the Indemnified Party rejected the settlement offer.

Notice of Indemnity Claims. If any Buyer Indemnified Party or Company Seller Indemnified Party entitled to or seeking indemnification hereunder (an “Indemnified Party”) (ia) determines that any event, occurrence, fact, condition or claim Claim has given or could give rise to any Buyer Losses or Company Losses, as applicable, for which such Indemnified Party is or may be entitled to, or may seek, indemnification under this Agreement, (iib) otherwise identifies an event, occurrence, fact, condition or claim Claim giving rise (or which may give rise) to a right of indemnification hereunder in favor of such Indemnified Party, or (iiic) with respect to any Third Party Claim (as defined herein)Claim, becomes aware of the assertion of any claim Claim or of the commencement of any Proceeding action, suit or proceeding at law or in equity (any of the foregoing, an “Indemnity Claim”), such Indemnified Party shall promptly notify the party or parties obligated to provide indemnification or from whom indemnification is being or will be sought (the “Indemnifying Party”) in writing of such Indemnity Claim (a “Claim Notice”) describing in reasonable detail the facts giving rise to the claim for indemnification under this Agreement hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such claim claim, and a reference to the provision of this Agreement or any other agreement, document or instrument executed hereunder or in connection with this Agreement herewith upon which such claim is based; provided, however, that the failure of any Indemnified Party to give timely notice thereof shall not affect any of its rights to indemnification hereunder nor relieve the Indemnifying Party from any of its indemnification obligations hereunder, except to the extent the Indemnifying Party is materially prejudiced by such failure. Any Claim Notice not relating to a Third Party Claim shall specify the nature of the Loss and the estimated amount thereof. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days following the delivery of the Claim Notice that the Indemnifying Party disputes the referenced Claim, the amount of such Claim shall be conclusively deemed a liability of the Indemnifying Party hereunder (a “Final Claim”).

Notice of Indemnity Claims. If any Buyer Indemnified Party or Company Indemnified Party entitled to or seeking indemnification hereunder (an “Indemnified Party”) (i) determines that any event, occurrence, fact, condition or claim has given or could give rise to any Buyer Losses or Company Losses, as applicable, for which such Indemnified Party is or may be entitled to, or may seek, indemnification under this Agreement, (ii) otherwise identifies an event, occurrence, fact, condition or claim giving rise (or which may give rise) to a right of indemnification hereunder in favor of such Indemnified Party, or (iii) with respect to any Third Party Claim (as defined herein)Claim, becomes aware of the assertion of any claim or of the commencement of any Proceeding at law or in equity (any of the foregoing, an “Indemnity Claim”), such Indemnified Party shall promptly notify the party obligated to provide indemnification or from whom indemnification is being or will be sought (the “Indemnifying Party”) in writing of such Indemnity Claim (a “Claim Notice”) describing the facts giving rise to the claim for indemnification under this Agreement 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 other agreement, document or instrument executed hereunder or in connection with this Agreement upon which such claim is based; provided, however, . The Indemnified Party will provide the Indemnifying Party such information with respect to any Indemnity Claim that the Indemnifying party may reasonably request. The failure of any Indemnified Party to give timely notice thereof shall not affect any of its rights to indemnification hereunder nor relieve the Indemnifying Party from any of its indemnification obligations hereunder, except to the extent the Indemnifying Party is materially adversely prejudiced by such failure.

Notice of Indemnity Claims. If any Buyer Indemnified Party either Empire or Company Indemnified Party entitled to or Regis, as a party seeking indemnification hereunder (an “Indemnified Party”) (ia) determines that any event, occurrence, fact, condition or claim has given Claim gives rise, or could reasonably be expected to give rise to any Buyer to, Losses or Company Losses, as applicable, for which such Indemnified Party indemnification is or may be entitled to, or may seek, indemnification available under this Agreement, (iib) otherwise identifies an event, occurrence, fact, condition or claim Claim giving rise (rise, or which may that could reasonably be expected to give rise) , to a right of indemnification hereunder in favor of such Indemnified Party, Party or (iiic) with respect to any Third Party Claim (as defined herein)Claim, becomes aware of the assertion of any claim Claim or of the commencement of any Proceeding at law or in equity (any of the foregoing, an “Indemnity Claim”), such Indemnified Party shall promptly notify the party obligated to provide indemnification or from whom indemnification is being or will be sought (the “Indemnifying Party”) in writing of such Indemnity Claim (a “Claim Notice”) ), describing in reasonable detail the facts giving rise to the claim for indemnification under this Agreement Indemnity Claim and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such claim Indemnity Claim (if then known) and a reference to the provision of this Agreement or any other agreement, document or instrument executed hereunder or in connection with this Agreement upon which such claim is based; provided, however, that the failure of any Indemnified Party to give timely notice thereof shall not affect any of its such Indemnified Party’s rights to indemnification hereunder nor relieve the Indemnifying Party from any of its such indemnification obligations hereunder, except to the extent the Indemnifying Party is materially actually prejudiced by such failurefailure in defense of the Indemnity Claim. In addition, to the extent that any Claim Notice does not relate to a Third Party Claim, such Claim Notice shall specify the nature of the Losses and the estimated amount thereof. A copy of each Claim Notice shall be sent to Newco at the same time and in the same manner as the Claim Notice is sent to the Indemnifying Party.

Notice of Indemnity Claims. If any Buyer Indemnified Party Parties or Company Seller Indemnified Party Parties entitled to or seeking indemnification hereunder (an “Indemnified Party”) (ia) determines that any event, occurrence, fact, condition or claim has given or could give rise to any Buyer Losses or Company Losses, as applicable, for which such Indemnified Party is or may be entitled to, or may seek, indemnification under this Agreement, (iib) otherwise identifies an event, occurrence, fact, condition or claim giving rise (or which may give rise) to a right of indemnification hereunder in favor of such Indemnified Party, or (iiic) with respect to any Third Party Claim (as defined herein)third party claim, becomes aware of the assertion of any claim or of the commencement of any Proceeding action, suit or proceeding at law or in equity (any of the foregoing, an “Indemnity Claim”), such Indemnified Party shall promptly notify the party or parties obligated to provide indemnification or from whom indemnification is being or will be sought (the “Indemnifying Party”) in writing of such Indemnity Claim (a “Claim Notice”) describing in reasonable detail the facts giving rise to the claim for indemnification under this Agreement hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such claim claim, and a reference to the provision of this Agreement or any other agreement, document or instrument executed hereunder or in connection with this Agreement herewith upon which such claim is based; provided, however, that the failure of any Indemnified Party to give timely notice thereof shall not affect any of its rights to indemnification hereunder nor relieve the Indemnifying Party from any of its indemnification obligations hereunder, except to the extent the Indemnifying Party is materially prejudiced by such failure. Any Claim Notice not relating to a Third Party Claim shall specify the nature of the Loss and the estimated amount thereof. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days following the delivery of the Claim Notice that the Indemnifying Party disputes the referenced Claim, the amount of such Claim shall be conclusively deemed a liability of the Indemnifying Party hereunder (a “Final Claim”).

Notice of Indemnity Claims. If any Buyer a Purchaser’s Indemnified Party Person or Company a Vendor Indemnified Party entitled to or seeking indemnification hereunder Person (an “Indemnified Party”) (i) determines that any event, occurrence, fact, condition or claim has given or could give rise to any Buyer Losses or Company Losses, as applicable, for which such Indemnified Party is or may be entitled to, or may seek, indemnification under this Agreement, (ii) otherwise identifies an event, occurrence, fact, condition or claim giving rise (or which may give rise) to a right of indemnification hereunder in favor of such Indemnified Party, or (iii) with respect to any Third Party Claim (as defined herein), becomes aware of Damages or potential Damages in respect of which a Party (an “Indemnifying Party”) has agreed to indemnify it under this Article 9, the assertion Indemnified Party will promptly give written notice (an “Indemnity Notice”) of any its claim or of the commencement of any Proceeding at law or in equity potential claim for indemnification (any of the foregoing, an “Indemnity Claim”), such Indemnified Party shall promptly notify ) to the party obligated to provide indemnification or from whom indemnification is being or will be sought (the “Indemnifying Party”) in writing of such . An Indemnity Notice must specify whether the Indemnity Claim arises as the result of a Third Party Claim or whether the Indemnity Claim is a Direct Claim, and must also specify with reasonable particularity (a “Claim Notice”) describing the facts giving rise to the claim extent that the information is available): (a) the factual basis for indemnification under this Agreement and shall include in such Claim Notice the Indemnity Claim; and (if then knownb) the amount or of the method Indemnity Claim, if known. If, through the fault of computation the Indemnified Party, the Indemnifying Party does not receive an Indemnity Notice of an Indemnity Claim in time to effectively contest the determination of any liability capable of being contested, the Indemnifying Party will be entitled to set-off against the amount claimed by the Indemnified Party the amount of such claim and a reference to the provision of this Agreement or any other agreement, document or instrument executed hereunder or in connection with this Agreement upon which such claim is based; provided, however, that the failure of any Indemnified Party to give timely notice thereof shall not affect any of its rights to indemnification hereunder nor relieve Damages incurred by the Indemnifying Party resulting from any of its indemnification obligations hereunder, except the Indemnified Party’s failure to the extent the Indemnifying Party is materially prejudiced by such failuregive an Indemnity Notice on a timely basis.

Notice of Indemnity Claims. If any Buyer Indemnified Party Purchaser Indemnitee or Company Indemnified Party Indemnitee entitled to or seeking indemnification hereunder (an “Indemnified Party”) (i) determines that any event, occurrence, fact, condition or claim has given Claim gives rise, or could reasonably be expected to give rise to any Buyer to, Losses or Company Losses, as applicable, for which such Indemnified Party is or may be entitled to, or may seek, indemnification under this Agreement, ; (ii) otherwise identifies an event, occurrence, fact, condition or claim Claim giving rise (rise, or which may that could reasonably be expected to give rise) , to a right of indemnification hereunder in favor of such Indemnified Party, Party or (iii) with respect to any Third Party Claim (as defined herein)Claim, becomes aware of the assertion of any claim Claim or of the commencement of any Proceeding at law or in equity (any of the foregoing, an “Indemnity Claim”), such Indemnified Party shall promptly notify the party obligated to provide indemnification or from whom indemnification is being or will be sought (the “Indemnifying Party”) in writing of such Indemnity Claim (a “Claim Notice”) ), describing in reasonable detail the facts giving rise to the claim for indemnification under this Agreement and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such claim Indemnity Claim (if then known) and a reference to the provision of this Agreement or any other agreement, document or instrument executed hereunder or in connection with this Agreement upon which such claim Indemnity Claim is based; provided, however, that the failure of any Indemnified Party to give timely notice thereof shall not affect any of its the Indemnified Party’s rights to indemnification hereunder nor relieve the Indemnifying Party from any of its the Indemnified Party’s indemnification obligations hereunder, except to the extent the Indemnifying Party is materially actually prejudiced by such failurefailure in the Indemnified Party’s defense of the Indemnity Claim. Any Claim Notice not relating to a Third Party Claim shall specify the nature of the Losses and the estimated amount thereof.

Notice of Indemnity Claims. If any Buyer Indemnified Party Person or Company Seller Indemnified Party Person entitled to or seeking indemnification hereunder (an “Indemnified PartyPerson”) (i) determines that any event, occurrence, fact, condition or claim has given or could give rise to any Buyer Losses or Company Losses, as applicable, Damages for which such Indemnified Party Person is or may be entitled to, or may seek, indemnification under this Agreement, (ii) otherwise identifies an event, occurrence, fact, condition or claim giving rise (or which may give rise) to a right of indemnification hereunder in favor of such Indemnified PartyPerson, or (iii) with respect to any Third Party Claim (as defined herein)Claim, becomes aware of the assertion of any claim or of the commencement of any Proceeding at law or in equity (any of the foregoingforegoing (i), (ii) or (iii), an “Indemnity Claim”), such Indemnified Party Person shall promptly notify (and, in the case of a Third Party Claim, shall notify within thirty (30) days following assertion of such Third Party Claim) the party obligated to provide indemnification or from whom indemnification is being or will be sought (the “Indemnifying PartyPerson”) in writing of such Indemnity Claim (a “Claim Notice”) describing in reasonable detail the facts giving rise to the claim for indemnification under this Agreement 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 provision(s) of this Agreement or any other agreement, document or instrument executed hereunder or in connection with this Ancillary Agreement upon which such claim Indemnity Claim is based; provided, however, that the failure of any Indemnified Party Person to give timely notice thereof shall not affect any of its rights to indemnification hereunder nor relieve the Indemnifying Party Person from any of its indemnification obligations hereunder, except to the extent the Indemnifying Party Person is materially prejudiced by such failure. Any Claim Notice, other than one relating to a Third Party Claim, shall specify the nature of the Damages and (if known or reasonably capable of being estimated) the estimated amount thereof.

Notice of Indemnity Claims. If any Buyer Indemnified Party Purchaser Indemnitee or Company Indemnified Party Indemnitee entitled to or seeking indemnification hereunder (an “Indemnified Party”) (i) determines that any event, occurrence, fact, condition or claim has given Claim gives rise, or could reasonably be expected to give rise to any Buyer to, Losses or Company Losses, as applicable, for which such Indemnified Party is or may be entitled to, or may seek, indemnification under this Agreement, ; (ii) otherwise identifies an event, occurrence, fact, condition or claim Claim giving rise (rise, or which may that could reasonably be expected to give rise) , to a right of indemnification hereunder in favor of such Indemnified Party, Party or (iii) with respect to any Third Party Claim (as defined herein)Claim, becomes aware of the assertion of any claim Claim or of the commencement of any Proceeding at law or in equity (any of the foregoing, an “Indemnity Claim”), such Indemnified Party shall promptly notify the party obligated to provide indemnification or from whom indemnification is being or will be sought (the “Indemnifying Party”) in writing of such Indemnity Claim (a “Claim Notice”) ), describing in reasonable detail the facts giving rise to the claim for indemnification under this Agreement and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such claim Indemnity Claim (if then Known) and a reference to the provision of this Agreement or any other agreement, document or instrument executed hereunder or in connection with this Agreement upon which such claim Indemnity Claim is based; provided, however, that the failure of any Indemnified Party to give timely notice thereof shall not affect any of its the Indemnified Party’s rights to indemnification hereunder nor relieve the Indemnifying Party from any of its the Indemnified Party’s indemnification obligations hereunder, except to the extent the Indemnifying Party is materially actually prejudiced by such failurefailure in the Indemnified Party’s defense of the Indemnity Claim. Any Claim Notice not relating to a Third Party Claim shall specify the nature of the Losses and the estimated amount thereof.

Notice of Indemnity Claims. If any Buyer Indemnified Party Purchaser Indemnitee or Company Indemnified Party Indemnitee entitled to or seeking indemnification hereunder (an “Indemnified Party”) (i) determines that any event, occurrence, fact, condition or claim has given Claim gives rise, or could reasonably be expected to give rise to any Buyer to, Losses or Company Losses, as applicable, for which such Indemnified Party is or may be entitled to, or may seek, indemnification under this Agreement, ; (ii) otherwise identifies an event, occurrence, fact, condition or claim Claim giving rise (rise, or which may that could reasonably be expected to give rise) , to a right of indemnification hereunder in favor of such Indemnified Party, Party or (iii) with iii)with respect to any Third Party Claim (as defined herein)Claim, becomes aware of the assertion of any claim Claim or of the commencement of any Proceeding at law or in equity (any of the foregoing, an “Indemnity Claim”), such Indemnified Party shall promptly notify the party obligated to provide indemnification or from whom indemnification is being or will be sought (the “Indemnifying Party”) in writing of such Indemnity Claim (a “Claim Notice”) ), describing in reasonable detail the facts giving rise to the claim for indemnification under this Agreement and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such claim Indemnity Claim (if then known) and a reference to the provision of this Agreement or any other agreement, document or instrument executed hereunder or in connection with this Agreement upon which such claim Indemnity Claim is based; provided, however, that the failure of any Indemnified Party to give timely notice thereof shall not affect any of its the Indemnified Party’s rights to indemnification hereunder nor relieve the Indemnifying Party from any of its the Indemnified Party’s indemnification obligations hereunder, except to the extent the Indemnifying Party is materially actually prejudiced by such failurefailure in the Indemnified Party’s defense of the Indemnity Claim. Any Claim Notice not relating to a Third Party Claim shall specify the nature of the Losses and the estimated amount thereof.

Notice of Indemnity Claims. If any Buyer Indemnified Party or Company the Seller Indemnified Party entitled to or seeking indemnification hereunder (an “Indemnified Party”) (i) determines that any event, occurrence, fact, condition or claim has given or could give rise to any Buyer Losses or Company the Seller Losses, as applicable, for which such Indemnified Party is or may be entitled to, or may seek, indemnification under this Agreement, (ii) otherwise identifies an event, occurrence, fact, condition or claim giving rise (or which may give rise) to a right of indemnification hereunder in favor of such Indemnified Party, or (iii) with respect to any Third Party Claim (as defined herein)Claim, becomes aware of the assertion of any claim or of the commencement of any Action or Proceeding at law or in equity (any of the foregoing, an “Indemnity Claim”), such Indemnified Party shall promptly notify the party obligated to provide indemnification or from whom indemnification is being or will be sought (the “Indemnifying Party”) in writing of such Indemnity Claim (a “Claim Notice”) describing the facts giving rise to the claim for indemnification under this Agreement 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 other agreement, document or instrument executed hereunder or in connection with this Agreement upon which such claim is based; provided, however, that the failure of any Indemnified Party to give timely or complete notice thereof shall not affect any of its rights to indemnification hereunder nor relieve the Indemnifying Party from any of its indemnification obligations hereunder, except to the extent the Indemnifying Party is materially prejudiced by such failure.

Notice of Indemnity Claims. If any Buyer Indemnified Party a party intends to assert a CEPCB Claim or Company Indemnified Party entitled to or seeking indemnification hereunder (an “Indemnified Party”) (i) determines that any event, occurrence, fact, condition or claim has given or could give rise to any Buyer Losses or Company Losses, as applicable, for which such Indemnified Party is or may be entitled to, or may seek, indemnification under this Agreement, (ii) otherwise identifies an event, occurrence, fact, condition or claim giving rise (or which may give rise) to a right of indemnification hereunder in favor of such Indemnified Party, or (iii) with respect to any Third Party Seller Claim (a CEPCB Claim or a Seller Claim being hereafter referred to as defined herein), becomes aware of the assertion of any claim or of the commencement of any Proceeding at law or in equity (any of the foregoing, an “Indemnity Claim”” in this Section 10.5), such Indemnified Party shall promptly notify the party obligated intending to assert an Indemnity Claim shall provide indemnification or the party from whom indemnification is being or will be sought (the “Indemnifying Party”) in writing with notice of such Indemnity Claim (a “Claim Notice”) describing the facts giving rise to the claim for indemnification under this Agreement and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount within 30 days after receiving notice of such claim and a reference to the provision of this Agreement or any other agreement, document or instrument executed hereunder or in connection with this Agreement upon which such claim is basedIndemnity Claim; provided, however, that the failure of any Indemnified Party to give timely provide such notice thereof shall not affect any of its rights to release the party from whom indemnification hereunder nor relieve the Indemnifying Party is sought from any of its indemnification obligations hereunderunder this Article X, except to the extent the Indemnifying Party that such party is materially prejudiced harmed by such failurefailure (and then only to the extent of such harm) or under any other provision of this Agreement. At the time the Indemnity Claim is made and thereafter, any party asserting the Indemnity Claim shall provide the party against which the Indemnity Claim is asserted with copies of any materials in its possession describing the facts or containing information providing the basis for the Indemnity Claim. In the event any Person receives a notice of claim for indemnity pursuant to this Article X that does not involve a claim by a third party, the party against which the Indemnity Claim is asserted hereunder shall notify the party asserting the Indemnity Claim, within 30 days following such party’s receipt of such notice, if the party against which the Indemnity Claim is asserted disputes its liability hereunder with respect to such Indemnity Claim. If the party against which the Indemnity Claim is asserted fails to so notify the party asserting such Indemnity Claim, such Indemnity Claim shall be conclusively deemed to be a liability of the party against which such Indemnity Claim is asserted hereunder, and such party shall pay the amount of such liability to the party asserting such Indemnity Claim on demand or, in the case of any Indemnity Claim for which all or any portion of the amount thereof is estimated, on such later date when such estimated portion of the Indemnity Claim becomes finally determined. If the Indemnity Claim involves a claim by a third party (a “Third Party Indemnity Claim”), the party against which the Third Party Indemnity Claim is asserted may assume at its expense the defense of the claim by the third party, provided that such party against which the Third Party Indemnity Claim is asserted agrees in writing with respect to such Third Party Indemnity Claim that it is obligated hereunder to indemnify and hold any party asserting the Third Party Indemnity Claim harmless in accordance with the terms of this Article X; and provided, further, that the party asserting the Third Party Indemnity Claim shall be entitled to participate in the defense of such claim at its own expense. The failure of any party against which the Third Party Indemnity Claim is asserted to assume the defense of any such claim shall not affect any indemnification obligation under this Agreement. Notwithstanding the foregoing, (a) the party against which the Indemnity Claim is asserted hereunder shall not be entitled to assume the defense or control of a Third Party Indemnity Claim and shall pay the fees and expenses of counsel retained by the party asserting the Indemnity Claim hereunder if (i) such Third Party Indemnity Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (ii) a primary objective of such Third Party Indemnity Claim is to seek injunctive or other equitable relief against the party asserting the Indemnity Claim hereunder, provided that, in any such case, the party against which the Indemnity Claim is asserted hereunder shall have the right to retain its own counsel (but the fees and expenses of such counsel shall be at the expense of such party) and participate in the defense of such Third Party Indemnity Claim, and the party against which the Indemnity Claim is asserted hereunder shall not be liable for any settlement of such Third Party Indemnity Claim without its written consent (which consent shall not be unreasonably withheld), and (b) in the event any Third Party Indemnity Claim is brought or asserted which, if adversely determined, would not entitle the party asserting the Indemnity Claim hereunder to full indemnity pursuant to this Article X by reason of any of the limitations set forth in this Article X, the party asserting such Indemnified Claim hereunder may elect to participate in a joint defense of such Third Party Indemnity Claim for which the expenses of such joint defense will be shared equally by such parties and the retention of counsel shall be reasonably satisfactory to both parties.

Notice of Indemnity Claims. If any Buyer Indemnified Party or Company Indemnified Party entitled to or seeking indemnification hereunder (an “Indemnified Party”) (i) determines that any event, occurrence, fact, or condition or claim has given or could give rise to any Buyer Losses or Company Losses, as applicable, a Claim for which such Indemnified Party is or may be entitled to, or may seek, indemnification under this Agreement, (ii) otherwise identifies an event, occurrence, fact, or condition or claim giving rise (or which may give rise) to a right of indemnification hereunder in favor of such Indemnified Party, or (iii) with respect to any Third Party Claim (as defined herein), becomes aware of the assertion of any claim Claim or of the commencement of any Proceeding at law or in equity legal proceeding (any of the foregoingforegoing (i), (ii) or (iii), an “Indemnity Claim”), such Indemnified Party shall promptly notify the party Party obligated to provide indemnification or from whom indemnification is being or will be sought (the “Indemnifying Party”) in writing of such Indemnity Claim (a “Claim Notice”) describing in reasonable detail the facts giving rise to the claim for indemnification under this Agreement 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 other agreement, document or instrument executed hereunder or in connection with this Agreement upon which such claim is basedhereunder; provided, however, that the failure of any Indemnified Party to give timely notice thereof shall not affect any of its rights to indemnification hereunder nor relieve the Indemnifying Party from any of its indemnification obligations hereunder, except to the extent the Indemnifying Party is materially prejudiced by such failure.

Notice of Indemnity Claims. If any Buyer Indemnified Party or Company Seller Indemnified Party entitled to or seeking indemnification hereunder (an “"Indemnified Party”) ") (i) determines that any event, occurrence, fact, condition or claim Claim has given or could give rise to any Buyer Losses or Company Losses, as applicable, for which such Indemnified Party is or may be entitled to, or may seek, indemnification under this Agreement, (ii) otherwise identifies an event, occurrence, fact, condition or claim Claim giving rise (or which may give rise) to a right of indemnification hereunder in favor of such Indemnified Party, or (iii) with respect to any Third Party Claim (as defined herein)Claim, becomes aware of the assertion of any claim Claim or of the commencement of any Proceeding action, suit or proceeding at law or in equity (any of the foregoing, an “"Indemnity Claim”"), such Indemnified Party shall promptly notify the party obligated to provide indemnification or from whom indemnification is being or will be sought (the “"Indemnifying Party”") in writing of such Indemnity Claim (a “"Claim Notice”") describing in reasonable detail the facts giving rise to the claim for indemnification under this Agreement 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 other agreement, document or instrument executed hereunder or in connection with this Agreement upon which such claim is based; provided, however, that the failure of any Indemnified Party to give timely notice thereof shall not affect any of its rights to indemnification hereunder nor relieve the Indemnifying Party from any of its indemnification obligations hereunder, except to the extent the Indemnifying Party is materially prejudiced by such failure. Any Claim Notice not relating to a Third Party Claim shall specify the nature of the Loss and the estimated amount thereof. After the giving of any Claim Notice pursuant to this Agreement, the amount of indemnification to which an Indemnified Party shall be entitled under this Article IX shall be determined: (i) by the written agreement between the Indemnified Party and the Indemnifying Party; (ii) by a final judgment or decree of any Governmental Authority of competent jurisdiction, or (iii) by any other means to which the Indemnified Party and the Indemnifying Party shall agree. The judgment or decree of a Governmental Authority shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined.