Common use of Notice of Loss Clause in Contracts

Notice of Loss. Except to the extent set forth in the next sentence, a party to the Agreement will not have any liability under the indemnity provisions of this Agreement with respect to a particular matter unless a notice setting forth in reasonable detail the breach or other matter which is asserted has been given to the Indemnifying Party (as defined below) and, in addition, if such matter arises out of a suit, action, investigation, proceeding or claim, such notice is given promptly, but in any event within thirty (30) days after the Indemnified Party (as defined below) is given notice of the claim or the commencement of the suit, action, investigation or proceeding. Notwithstanding the preceding sentence, failure of the Indemnified Party to give notice hereunder shall not release the Indemnifying Party from its obligations under this article, except to the extent the Indemnifying Party is actually prejudiced by such failure to give notice. With respect to Buyer's Losses, Environmental Costs and Employee Claims, Sellers shall be the Indemnifying Party and Buyer and its directors, officers, employees, representatives, agents and attorneys shall be the Indemnified Party. With respect to Seller Losses, Buyer shall be the Indemnifying Party and Seller and his agents and attorneys shall be the Indemnified Party.

Notice of Loss. Except to the extent set forth in the next sentence, a party to the Agreement will not have any liability under the indemnity provisions of this Agreement with respect to a particular matter unless a notice setting forth in reasonable detail the breach or other matter which is asserted has been given to the Indemnifying Party (as defined below) and, in addition, if such matter arises out of a suit, action, investigation, proceeding or claim, such notice is given promptly, but in any event within thirty (30) days after the Indemnified Party (as defined below) is given notice of the claim or the commencement of the suit, action, investigation or proceeding. Notwithstanding the preceding sentence, failure of the Indemnified Party to give notice hereunder shall not release the Indemnifying Party from its obligations under this articleSection 10, except to the extent the Indemnifying Party is actually prejudiced by such failure to give notice. With respect to Buyer's FYI Losses, Environmental Costs Costs, Employee Claims and Employee Claimsthe matters described in the first sentence of Section 10.5, Sellers the Shareholders shall be the Indemnifying Party and Buyer FYI and its Newco and their respective directors, officers, employees, representatives, agents and attorneys shall be the Indemnified Party. With respect to Seller LossesShareholder Losses and the matters described in the second sentence of Section 10.5, Buyer FYI and Newco shall be the Indemnifying Party and Seller the Shareholders and his their respective agents and attorneys shall be the Indemnified Party.

Notice of Loss. Except to the extent set forth in the next sentence, a party to the Agreement will not have any liability under the indemnity provisions of this Agreement with respect to a particular matter unless a notice setting forth in reasonable detail the breach or other matter which is asserted has been given to the Indemnifying Party (as defined below) and, in addition, if such matter arises out of a suit, action, investigation, proceeding or claim, such notice is given promptly, but in any event within thirty (30) days after the Indemnified Party (as defined below) is given notice of the claim or the commencement of the suit, action, investigation or proceeding. Notwithstanding the preceding sentence, failure of the Indemnified Party to give notice hereunder shall not release the Indemnifying Party from its obligations under this articleArticle IX, except to the extent the Indemnifying Party is actually prejudiced by such failure to give notice, provided, however, that failure to give notice will not serve to extend any time period for making a claim. With respect to Buyer's Losses, Environmental Costs and Employee Claims, Sellers shall be the Indemnifying Party and Buyer and its directors, officers, employees, representatives, agents and attorneys shall be the Indemnified Party. With respect to Seller Losses, Buyer shall be the Indemnifying Party and Seller Sellers and his their respective directors, officers, managers, employees, representatives, agents and attorneys shall be the Indemnified Party.

Notice of Loss. Except to the extent set forth in the next sentence, a no party to the Agreement will not have any liability under the indemnity provisions of this Agreement with respect to a particular matter unless a notice setting forth in reasonable detail the breach or other matter which is asserted has been given to the Indemnifying Party (as defined below) and, in addition, if such matter arises out of a suit, action, investigation, proceeding or claim, such notice is given promptly, but in any event within thirty (30) days after the Indemnified Party (as defined below) is given notice of the claim or the commencement of the suit, action, investigation or proceeding. Notwithstanding the preceding sentence, failure of the Indemnified Party to give notice hereunder shall not release the Indemnifying Party from its obligations under this articleArticle, except to the extent the Indemnifying Party is actually prejudiced by such failure to give notice. With respect to Buyer's Losses, Environmental Costs and Employee Claims, Sellers the Company shall be the Indemnifying Party and Buyer and his directors, officers, employees, representatives, agents and attorneys shall be the Indemnified Parties. With respect to Company's Losses, the Buyer shall be the Indemnifying Party and the Company and its directors, officers, employees, representatives, agents and attorneys shall be the Indemnified Party. With respect to Seller Losses, Buyer shall be the Indemnifying Party and Seller and his agents and attorneys shall be the Indemnified PartyParties.

Notice of Loss. Except to the extent set forth in the next sentence, a party to the this Agreement will shall not have any liability under the indemnity provisions of this Agreement with respect to a particular matter unless a notice setting forth in reasonable detail the breach or other matter claim for indemnification which is asserted has been given to the Indemnifying Party (as defined belowhereafter defined) and, in addition, if such matter arises out of a suit, action, investigation, proceeding investigation or claimproceeding, such notice is given promptly, but in any event within thirty (30) days after the Indemnified Party (as defined belowhereafter defined) is given notice of the claim or the commencement of the suit, action, investigation or proceeding. Notwithstanding the preceding sentence, failure of the Indemnified Party to give notice hereunder shall not release the Indemnifying Party from its obligations under this articleArticle 10, except to the extent the Indemnifying Party is actually prejudiced by such failure to give notice. With respect to BuyerOmimex's Losses, Environmental Costs Losses and Sabacol Employee Claims, Sellers Sabacol shall be the Indemnifying Party and Buyer and its directors, officers, employees, representatives, agents and attorneys each of the Omimex Group shall be the Indemnified Party. With respect to Seller LossesSabacol's Losses and Omimex Employee Claims, Buyer each of the Omimex Group shall be the Indemnifying Party and Seller and his agents and attorneys Sabacol shall be the Indemnified Party.

Notice of Loss. Except to the extent set forth in the next sentence, a party to the Agreement will not have any liability under the indemnity provisions of this Agreement with respect to a particular matter unless a notice setting forth in reasonable detail the breach or other matter which is asserted has been given to the Indemnifying Party (as defined below) and, in addition, if such matter arises out of a suit, action, investigation, proceeding or claim, such notice is given promptly, but in any event within thirty (30) days after the Indemnified Party (as defined below) is given notice of the claim or the commencement of the suit, action, investigation or proceeding. Notwithstanding the preceding sentence, failure of the Indemnified Party to give notice hereunder shall not release the Indemnifying Party from its obligations under this articleArticle IX, except to the extent the Indemnifying Party is actually prejudiced by such failure to give notice. With respect to Buyer's ’s Losses, Environmental Costs Costs, Employee Claims and Employee Claimsthe matters described in Section 9.5, Sellers the Members (jointly and severally and in each event subject to the limitations on indemnification set forth in Section 9.10 hereof) shall be the Indemnifying Party and Buyer Parent, Buyer, the Company and its their respective directors, officers, employees, representatives, agents and attorneys shall be the Indemnified Party. With respect to Seller Losses, Parent and Buyer (jointly and severally and in each event subject to the limitations on indemnification set forth in Section 9.10 hereof) shall be the Indemnifying Party and Seller the Members and his their respective agents and attorneys shall be the Indemnified Party.

Notice of Loss. Except to the extent set forth in the next sentence, -------------- a party to the this Agreement will shall not have any liability under the indemnity provisions of this Agreement with respect to a particular matter unless a notice setting forth in reasonable detail the breach or other matter which is asserted has been given to the Indemnifying Party (as defined belowhereafter defined) and, in addition, if such matter arises out of a suit, action, investigation, proceeding investigation or claimproceeding, such notice is given promptly, but in any event within thirty (30) days after the Indemnified Party (as defined belowhereafter defined) is given notice of the claim or the commencement of the suit, action, investigation or proceeding. Notwithstanding the preceding sentence, failure of the Indemnified Party to give notice hereunder shall not release the Indemnifying Party from its obligations under this articleArticle XI, except to the extent the Indemnifying Party is actually prejudiced by such failure to give notice. With respect to Buyer's Losses, Environmental Costs Seller and Employee ClaimsShareholder, Sellers jointly and severally, shall be the Indemnifying Party and Buyer and its directors, officers, employees, representatives, agents and attorneys Parent shall be the Indemnified Party. With respect to Seller Seller's Losses, Buyer and Parent shall be the Indemnifying Party and Seller and his agents and attorneys Shareholder shall be the Indemnified Party.

Notice of Loss. Except to the extent set forth in the next sentence, a party to the Agreement will not have any liability under the indemnity provisions of this Agreement with respect to a particular matter unless a notice setting forth in reasonable detail the breach or other matter which is asserted has been given to the Indemnifying Party (as defined below) and, in addition, if such matter arises out of a suit, action, investigation, proceeding or claim, such notice is given promptly, but in any event within thirty (30) days after the Indemnified Party (as defined below) is given notice of the claim or the commencement of the suit, action, investigation or proceeding. Notwithstanding the preceding sentence, failure of the Indemnified Party to give notice hereunder shall not release the Indemnifying Party from its obligations under this articleArticle IX, except to the extent the Indemnifying Party is actually prejudiced by such failure to give notice. With respect to BuyerAcquisition Parent's Losses, Environmental Costs and Employee Claims, Sellers Target Parent shall be the Indemnifying Party and Buyer Acquisition Parent and its directors, officers, employees, representatives, agents and attorneys shall be the Indemnified Party. With respect to Seller Contamination Losses, Buyer Target Parent shall be the Indemnifying Party and Seller Acquisition Parent and his the Surviving Corporation and their directors, officers, employees, representatives, agents and attorneys shall be the Indemnified Party. With respect to Target Parent Losses, Acquisition Parent shall be the Indemnifying Party and Target Parent and its respective directors, officers, managers, employees, representatives, agents and attorneys shall be the Indemnified Party.

Notice of Loss. Except to the extent set forth in the next sentence, a party to the Agreement Buyer and Sellers will not have any liability under the indemnity provisions of this Agreement with respect to a particular matter unless a notice setting forth in reasonable detail the breach or other matter which is asserted has been given to the Indemnifying Party (as defined below) and, in addition, if such matter arises out of a suit, action, investigation, proceeding or claim, such notice is given promptly, but in any event within thirty (30) days after the Indemnified Party (as defined below) is given notice of the claim or the commencement of the suit, action, investigation or proceeding. Notwithstanding the preceding sentence, failure of the Indemnified Party to give notice hereunder shall not release the Indemnifying Party from its obligations under this articleArticle, except to the extent the Indemnifying Party is actually prejudiced by such failure to give notice. With respect to Buyer's Losses, Environmental Costs Sellers, jointly and Employee Claimsseverally, Sellers shall be the Indemnifying Party and Buyer, the Company and their respective directors, officers, employees, representatives, agents and attorneys shall be Indemnified Parties. With respect to Sellers' Losses, Buyer shall be the Indemnifying Party and its Sellers and their respective directors, officers, employees, representatives, agents and attorneys shall be the Indemnified Party. With respect to Seller Losses, Buyer shall be the Indemnifying Party and Seller and his agents and attorneys shall be the Indemnified Party.

Notice of Loss. Except to the extent set forth in the next sentence, a party to the this Agreement will not have any liability under the indemnity provisions of this Agreement with respect to a particular matter unless a notice setting forth in reasonable detail the breach or other matter which is asserted has been given to the Indemnifying Party (as defined below) and, in addition, if such matter arises out of a suit, action, investigation, proceeding or claim, such notice is given promptly, but in any event within thirty fifteen (3015) days after the Indemnified Party (as defined below) is given notice of the claim or the commencement of the suit, action, investigation or proceeding. Notwithstanding the preceding sentence, failure of the Indemnified Party to give notice hereunder shall not release the Indemnifying Party from its obligations under this articleArticle IX, except to the extent the Indemnifying Party is actually prejudiced by such failure to give notice. With respect to Buyer's Losses, Environmental Costs Costs, Employee Claims and Employee Claimsthe matters described in Section 9.5, Sellers the Shareholders shall be the Indemnifying Party and FYI, Buyer and its the Companies and their respective directors, officers, employees, representatives, agents and attorneys shall be the Indemnified Party. With respect to Seller Losses, FYI and Buyer shall be the Indemnifying Party and Seller the Shareholders and his their respective agents and attorneys shall be the Indemnified Party.

Notice of Loss. Except to the extent set forth in the next sentence, a no party to the Agreement will not shall have any liability under the indemnity provisions of this Agreement with respect to a particular matter unless a notice setting forth in reasonable detail the breach or other matter which is asserted has been given to the Indemnifying Party (as defined below) and, in addition, if such matter arises out of a suit, action, investigation, proceeding or claim, such notice is given promptly, but in any event within thirty (30) days after the Indemnified Party (as defined below) is given notice of the claim or the commencement of the suit, action, investigation or proceeding. Notwithstanding the preceding sentence, failure of the Indemnified Party to give notice hereunder shall not release the Indemnifying Party from its obligations under this articleArticle 12, except to the extent the Indemnifying Party is actually prejudiced by such failure to give notice. With respect to Buyer's Saba Losses, Environmental Costs Stockholders severally and Employee Claimsnot jointly, Sellers shall be the Indemnifying Party and Buyer and its directors, officers, employees, representatives, agents and attorneys Saba Indemnitees shall be the Indemnified PartyParties. With respect to Seller Stockholder Losses, Buyer Saba and the Surviving Corporation shall be the Indemnifying Party and Seller and his agents and attorneys Stockholder Indemnitees shall be the Indemnified Party.

Notice of Loss. Except to the extent set forth in the next sentence, a party to the Agreement Party will not have any liability under the indemnity provisions of this Agreement with respect to a particular matter unless a written notice setting forth in reasonable detail the breach or other matter which is asserted has been given to the Indemnifying Party (as defined below) and, in addition, if such matter arises out of a suit, action, investigation, proceeding or claim, such notice is given promptly, but in any event within thirty (30) 14 days after the Indemnified Party (as defined below) is given notice of the claim or the commencement of the suit, action, investigation or proceeding. Notwithstanding the preceding sentence, failure of the Indemnified Party to give notice hereunder shall not release the Indemnifying Party from its obligations under this articleArticle IX, except to the extent the Indemnifying Party is actually prejudiced by such failure to give notice. With respect to Buyer's ’s Losses, Environmental Costs and Employee Claims, Sellers Seller shall be the “Indemnifying Party Party” and Buyer and its directorsmembers, managers, officers, employees, representatives, agents and attorneys shall be the “Indemnified Party. Parties.” With respect to Seller Seller’s Losses, Buyer shall be the “Indemnifying Party Party” and Seller and his its respective members, managers, officers, employees, representatives, agents and attorneys shall be the “Indemnified Party.”

Notice of Loss. Except to the extent set forth in the next sentence, a party to Delphi and the Agreement Shareholders will not have any liability under the indemnity provisions of this Agreement Article IX with respect to a particular matter unless a notice setting forth in reasonable detail the breach or other matter which is asserted has been given to the Indemnifying Party (as defined below) and, in addition, if such matter arises out of a suit, action, investigation, proceeding or claim, such notice is given promptly, but in any event within thirty (30) days after the Indemnified Party (as defined below) is given written notice of the claim or the commencement of the suit, action, investigation or proceeding. Notwithstanding the preceding sentence, 68 -62- failure of the Indemnified Party to give notice hereunder shall not release the Indemnifying Party from its obligations under this articleArticle IX, except to the extent the Indemnifying Party is actually prejudiced by such failure to give notice. With respect to BuyerDelphi's LossesLosses pertaining to matters set forth in Section 9.1, Environmental Costs and Employee Claims, Sellers the Shareholders shall be the Indemnifying Party and Buyer and its directors, officers, employees, representatives, agents and attorneys the Delphi Indemnified Party or Parties suffering such Delphi's Losses shall be the Indemnified Party. With respect to Seller the Shareholders' Losses, Buyer Delphi shall be the Indemnifying Party and Seller and his agents and attorneys the Shareholder suffering such Shareholders' Losses shall be the Indemnified Party.

Notice of Loss. Except to the extent set forth in the next sentence, a party to the Agreement -------------- Buyer and Sellers will not have any liability under the indemnity provisions of this Agreement with respect to a particular matter unless a notice setting forth in reasonable detail the breach or other matter which is asserted has been given to the Indemnifying Party (as defined below) and, in addition, if such matter arises out of a suit, action, investigation, proceeding or claim, such notice is given promptly, but in any event within thirty (30) days after the Indemnified Party (as defined below) is given notice of the claim or the commencement of the suit, action, investigation or proceeding. Notwithstanding the preceding sentence, failure of the Indemnified Party to give notice hereunder shall not release the Indemnifying Party from its obligations under this articleArticle, except to the extent the Indemnifying Party is actually prejudiced by such failure to give notice. With respect to Buyer's Losses, Environmental Costs Sellers, jointly and Employee Claimsseverally, Sellers shall be the Indemnifying Party and Buyer, the Company and their respective directors, officers, employees, representatives, agents and attorneys shall be Indemnified Parties. With respect to Sellers' Losses, Buyer shall be the Indemnifying Party and its Sellers and their respective directors, officers, employees, representatives, agents and attorneys shall be the Indemnified Party. With respect to Seller Losses, Buyer shall be the Indemnifying Party and Seller and his agents and attorneys shall be the Indemnified Party.

Notice of Loss. Except to the extent set forth in the next sentence, a party to Delphi and the Agreement Shareholders will not have any liability under the indemnity provisions of this Agreement Article XII with respect to a particular matter unless a notice setting forth in reasonable detail the breach or other matter which is asserted has been given to the Indemnifying Party (as defined below) and, in addition, if such matter arises out of a suit, action, investigation, proceeding or claim, such notice is given promptly, but in any event within thirty (30) days after the Indemnified Party (as defined below) is given written notice of the claim or the commencement of the suit, action, investigation or proceeding. Notwithstanding the preceding sentence, failure of the Indemnified Party to give notice hereunder shall not release the Indemnifying Party from its obligations under this articleArticle XII, except to the extent the Indemnifying Party is actually prejudiced by such failure to give notice. With respect to BuyerDelphi's LossesLosses pertaining to matters set forth in Section 12.l(a) and Section 12.1(b), Environmental Costs and Employee Claims, Sellers the Shareholders shall be the Indemnifying Party and Buyer and its directors, officers, employees, representatives, agents and attorneys the Delphi Indemnified Party or Parties suffering such Delphi's Losses shall be the Indemnified Party. With respect to Seller the Shareholders' Losses, Buyer Delphi shall be the Indemnifying Party and Seller and his agents and attorneys the Shareholder Indemnified Party or Parties suffering such Shareholders' Losses shall be the Indemnified Party.

Notice of Loss. Except to the extent set forth in the next sentence, a party to the this Agreement will shall not have any liability under the indemnity provisions of this Agreement with respect to a particular matter unless a notice setting forth in reasonable detail the breach or other matter which is asserted has been given to the Indemnifying Party (as defined belowhereafter defined) and, in addition, if such matter arises out of a suit, action, investigation, proceeding investigation or claimproceeding, such notice is given promptly, but in any event within thirty (30) days after the Indemnified Party (as defined belowhereafter defined) is given notice of the claim or the commencement of the suit, action, investigation or proceeding. Notwithstanding the preceding sentence, failure of the Indemnified Party to give notice hereunder shall not release the Indemnifying Party from its obligations under this articleARTICLE X, except to the extent the Indemnifying Party is actually prejudiced by such failure to give notice. With respect to Buyer's Losses, Environmental Costs Losses and Employee Claims, Sellers Lansing and the Shareholders, jointly and severally, shall be the Indemnifying Party and Buyer and its directors, officers, employees, representatives, agents and attorneys shall be the Indemnified Party. With respect to Seller Shareholders' Losses, Buyer shall be the Indemnifying Party and Seller Lansing and his agents and attorneys the Shareholders shall be the Indemnified Party.

Notice of Loss. Except to the extent set forth in the next sentence, a party to the Agreement will not have any liability under the indemnity provisions of this Agreement with respect to a particular matter unless a notice setting forth in reasonable detail the breach or other matter which that is asserted has been given to the Indemnifying Party (as defined below) and, in addition, if such matter arises out of a suit, action, investigation, proceeding or claim, such notice is given promptly, but in any event within thirty (30) days after the Indemnified Party (as defined below) is given notice of the claim or the commencement of the suit, action, investigation or proceeding. Notwithstanding the preceding sentence, failure of the Indemnified Party to give notice hereunder shall not release the Indemnifying Party from its obligations under this articleArticle VI, except to the extent the Indemnifying Party is actually prejudiced by such failure to give notice. With respect to Buyer's Lossesthe items set forth in Section 6.2, Environmental Costs and Employee Claims, Sellers Seller shall be the Indemnifying Party and Buyer and its directors, officers, employees, representatives, agents and attorneys shall be the Indemnified Party. With respect to Seller Lossesthe items set forth in Section 6.3, Buyer shall be the Indemnifying Party and Seller and his agents and attorneys shall be the Indemnified Party.

Notice of Loss. Except to the extent set forth in the next sentence, a No party to the this Agreement will not shall have any liability under the indemnity provisions of this Agreement with respect to a particular matter unless a notice setting forth in reasonable detail the breach or other matter which is asserted has been given to the Indemnifying Party (as defined below) and, within the Survival Period specified in SECTION 9.8 of this Agreement. In addition, if such matter arises out of a suit, action, investigation, proceeding or claim, such notice is shall be given promptly, but in any event within thirty ten (3010) days after the Indemnified Party (as defined below) is given notice of the claim or the commencement of the suit, action, investigation or proceeding. Notwithstanding the preceding sentence, as long as notice is given within the Survival Period, failure of the Indemnified Party to give timely notice hereunder of such suit, action, investigation, proceeding or claim shall not release the Indemnifying Party from its obligations under this articleARTICLE IX, except to the extent the Indemnifying Party is actually prejudiced by such failure to give notice. With respect to Buyer's Losses, Environmental Costs and Employee Claims, the Seller or Sellers as applicable making the representation or covenant shall be the Indemnifying Party and Buyer and its directors, officers, employees, representatives, agents and attorneys shall be the Indemnified Party. With respect to Seller Losses, Buyer shall be the Indemnifying Party and Seller Sellers, FTB, IBM and his their respective directors, officers, employees, representatives, agents and attorneys shall be the Indemnified Party.

Notice of Loss. Except to the extent set forth in the next sentence, a party to the Agreement Parent and Shareholders will not have any liability under the indemnity provisions of this Agreement with respect to a particular matter unless a notice setting forth in reasonable detail the breach or other matter which is asserted has been given to the Indemnifying Party (as defined below) and, in addition, if such matter arises out of a suit, action, investigation, proceeding or claim, such notice is given promptly, but in any event within thirty ten (3010) days after the Indemnified Party (as defined below) is given notice of the claim or the commencement of the suit, action, investigation or proceeding. Notwithstanding the preceding sentence, failure of the Indemnified Party to give notice hereunder shall not release the Indemnifying Party from its obligations under this articleArticle, except to the extent the Indemnifying Party is actually prejudiced by such failure to give notice. With respect to BuyerParent's Losses, Environmental Costs Shareholders, jointly and Employee Claimsseverally, Sellers shall be the Indemnifying Party and Buyer Parent, Company and its their respective directors, officers, employees, representatives, agents and attorneys shall be Indemnified Parties. With respect to Shareholders' Losses, Parent shall be the Indemnifying Party and Shareholders and their respective directors, officers, employees, representatives, agents and attorneys shall be the Indemnified Party. With respect to Seller Losses, Buyer shall be the Indemnifying Party and Seller and his agents and attorneys shall be the Indemnified Party.

Notice of Loss. Except to the extent set forth in the next sentence, a party to the Agreement will not have any liability under the indemnity provisions of this Agreement with respect to a particular matter unless a written notice setting forth in reasonable detail the breach or other matter which is asserted has been given to the Indemnifying Party (as defined below) and, in addition, if such matter arises out of a suit, action, investigation, proceeding or claim, such notice is given promptly, but in any event within thirty (30) days after the Indemnified Party (as defined below) is given notice of the claim or the commencement of the suit, action, investigation or proceeding. Notwithstanding the preceding sentence, failure of the Indemnified Party to give notice hereunder shall not release the Indemnifying Party from its obligations under this articleArticle VII, except to the extent the Indemnifying Party is actually prejudiced by such failure to give notice. With respect to BuyerPurchaser's Losses, Environmental Costs Shareholders, jointly and Employee Claimsseverally, Sellers shall be the Indemnifying Party and Buyer Purchaser, the Company and its their respective directors, officers, employees, representatives, agents and attorneys shall be the Indemnified PartyParties. With respect to Seller Shareholders' Losses, Buyer Purchaser shall be the Indemnifying Party and Seller Shareholder and his their respective representatives, agents and attorneys shall be the Indemnified Party.

Notice of Loss. Except to the extent set forth in the next sentence, a party to the Agreement will not have any liability under the indemnity provisions of this Agreement with respect to a particular matter unless a notice setting forth in reasonable detail the breach or other matter which is asserted has been given to the Indemnifying Party (as defined below) and, in addition, if such matter arises out of a suit, action, investigation, proceeding or claim, such notice is given promptly, but in any event within thirty (30) days after the Indemnified Party (as defined below) is given notice of the claim or the commencement of the suit, action, investigation or proceeding. Notwithstanding the preceding sentence, failure of the Indemnified Party to give notice hereunder shall not release the Indemnifying Party from its obligations under this articleSection 11, except to the extent the Indemnifying Party is actually prejudiced by such failure to give notice. With respect to Buyer's WRI Losses, Environmental Costs Costs, Pre-Closing Employee Claims and Employee Claimsthe matters described in Section 11.5, Sellers the Shareholders (and, to the extent expressly specified herein, Venture #1 and Venture #2), jointly and severally, shall be the Indemnifying Party and Buyer WRI and its Newco and their respective directors, officers, employees, representatives, agents and attorneys shall be the Indemnified PartyParties. With respect to Seller Shareholder Losses, Buyer Post-Closing Employee Claims and the matters described in the second sentence of Section 11.5, WRI and Newco, jointly and severally, shall be the Indemnifying Party and Seller the Shareholders (and, to the extent expressly specified herein, Venture #1 and his Venture #2), and their respective agents and attorneys shall be the Indemnified Party.

Notice of Loss. Except to the extent set forth in the next sentenceNotwithstanding anything herein contained, a party to the Agreement will not neither Buyer nor Seller shall have any liability under the indemnity provisions provision of this Agreement with respect to a particular matter unless a notice setting forth in reasonable detail the breach or other matter which is asserted has been given to the Indemnifying Party (as defined below) hereinafter defined), and, in addition, if such matter arises out of a suit, action, investigation, proceeding claim or claimproceeding, such notice is given promptly, but in any event within thirty (30) days promptly after the Indemnified Party (as defined belowhereinafter defined) is shall have been given notice of the claim or the commencement of the suit, action, investigation investigation, claim or proceeding. Notwithstanding the preceding sentence, failure Failure of the Indemnified Party to give notice hereunder shall not release the Indemnifying Party from its obligations under this article, Article V except to the extent the Indemnifying Party is actually prejudiced by such failure to give notice. With respect to Buyer's Losses, Environmental Costs and Employee Claims, Sellers Seller shall be constitute the Indemnifying Party and Buyer and its directors, officers, employees, representatives, agents and attorneys shall be the Indemnified Party. With respect to Seller Seller's Losses, Buyer shall be the Indemnifying Party and Seller and his agents and attorneys shall be constitute the Indemnified Party.

Notice of Loss. Except to the extent set forth in the next sentence, a party to the this Agreement will shall not have any liability under the indemnity provisions of this Agreement with respect to a particular matter unless a notice setting forth in reasonable detail the breach or other matter which is asserted has been given to the Indemnifying Party (as defined belowhereafter defined) and, in addition, if such matter arises out of a suit, action, investigation, proceeding investigation or claimproceeding, such notice is given promptly, but in any event within thirty (30) days after the Indemnified Party (as defined belowhereafter defined) is given notice of the claim or the commencement of the suit, action, investigation or proceeding. Notwithstanding the preceding sentence, failure of the Indemnified Party to give notice hereunder shall not release the Indemnifying Party from its obligations under this articleArticle XI, except to the extent the Indemnifying Party is actually prejudiced by such failure to give notice. With respect For purposes of this Agreement, the party required to Buyer's Lossesindemnify another party pursuant to this Article XI is referred to herein as the "Indemnifying Party", Environmental Costs and Employee Claims, Sellers shall be the Indemnifying Party and Buyer and its directors, officers, employees, representatives, agents and attorneys shall be party entitled to indemnification pursuant to this Article XI is referred to herein as the Indemnified Party. With respect to Seller Losses, Buyer shall be the Indemnifying Party and Seller and his agents and attorneys shall be the "Indemnified Party."

Notice of Loss. Except to the extent set forth in the next sentence, a party to the Agreement Party will not have any liability under the indemnity provisions of this Agreement with respect to a particular matter unless a written notice setting forth in reasonable detail the breach or other matter which is asserted has been given to the Indemnifying Party (as defined below) and, in addition, if such matter arises out of a suit, action, investigation, proceeding or claim, such notice is given promptly, but in any event within thirty (30) days after the Indemnified Party (as defined below) is given notice of the claim or the commencement of the suit, action, investigation or proceeding. Notwithstanding the preceding sentence, failure of the Indemnified Party to give notice hereunder shall not release the Indemnifying Party from its obligations under this articleArticle VII, except to the extent the Indemnifying Party is actually prejudiced by such failure to give notice. With respect to Buyer's ’s Losses, Environmental Costs and Employee Claims, Sellers Seller shall be the “Indemnifying Party Party” and Buyer and each of its Affiliates, members, shareholders, managers, directors, officers, employees, representatives, agents and attorneys shall be the “Indemnified Party. .” With respect to Seller Seller’s Losses, Buyer shall be the “Indemnifying Party Party” and Seller and his its shareholders, directors, officers, employees, representatives, agents and attorneys shall be the “Indemnified Party.”