Common use of Notice of Non-Third Party Claims Clause in Contracts

Notice of Non-Third Party Claims. If an Indemnified Party seeks indemnification under this Article IV with respect to any matter which does not involve a Third-Party Claim, the Indemnified Party shall give written notice to the Indemnifying Party promptly after discovering the liability, obligation or facts giving rise to such claim for indemnification, describing the nature of the claim in reasonable detail, the amount thereof (if known and quantifiable), and the basis thereof (the “Indemnity Notice”); provided that any failure to so notify or any delay in notifying the Indemnifying Party shall not relieve the Indemnifying Party of its or his obligations hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure or delay. If the Indemnifying Party does not notify the Indemnified Party in writing within thirty (30) days from its receipt of the Indemnity Notice that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed to indemnify the Indemnified Party from and against the entirety of any Losses described in the Indemnity Notice, subject to the limitations on indemnification set forth in this Article IV. If the Indemnifying Party delivers a notice disputing the indemnification claim to the Indemnified Party within thirty (30) days from its receipt of the Indemnity Notice, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute within forty-five (45) days after delivery of the indemnity dispute notice, such dispute shall be resolved in accordance with Article ARTICLE VII.

Notice of Non-Third Party Claims. If an Indemnified Party seeks indemnification under this Article IV Section 12 with respect to any matter which does not involve a Third-Party Claim, the Indemnified Party shall give written notice to the Indemnifying Party promptly after discovering the liability, obligation or facts giving rise to such claim for indemnification, describing the nature of the claim in reasonable detail, the amount thereof (if known and quantifiable), and the basis thereof (the “Indemnity Notice”)thereof; provided that any failure to so notify or any delay in notifying the Indemnifying Party shall not relieve the Indemnifying Party of its or his obligations hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure or delay. If the Indemnifying Party does not notify the Indemnified Party in writing within thirty (30) days from its receipt of the Indemnity Notice indemnity notice that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed to indemnify the Indemnified Party from and against the entirety of any Losses described in the Indemnity Notice, subject to the limitations on indemnification set forth in this Article IVindemnity notice. If the Indemnifying Party delivers a has delivered an indemnity dispute notice disputing the indemnification claim to the Indemnified Party within thirty (30) days from its receipt of the Indemnity NoticeParty, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute within forty-five thirty (4530) days after delivery of the indemnity dispute notice, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction/ in accordance with Article ARTICLE VIISection 14.2.

Notice of Non-Third Party Claims. If an Indemnified Party seeks indemnification under this Article IV VI with respect to any matter which does not involve a Third-Party Claim, the Indemnified Party shall give written notice to the Indemnifying Party promptly after discovering the liability, obligation or facts giving rise to such claim for indemnification, describing the nature of the claim in reasonable detail, the amount thereof (if known and quantifiable), and the basis thereof (the “Indemnity Notice”)thereof; provided provided, that any failure to so notify or any delay in notifying the Indemnifying Party shall not relieve the Indemnifying Party of its or his obligations hereunder except if and to the extent that the Indemnifying Party is materially prejudiced by such failure or delaythereby. If the Indemnifying Party does not notify the Indemnified Party in writing within thirty (30) days from its receipt of the Indemnity Notice indemnity notice that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed to indemnify the Indemnified Party from and against the entirety of any Losses described in the Indemnity Notice, subject to the limitations on indemnification set forth in this Article IVindemnity notice. If the Indemnifying Party delivers a has delivered an indemnity dispute notice disputing the indemnification claim to the Indemnified Party within thirty (30) days from its receipt of the Indemnity NoticeParty, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute within forty-five thirty (4530) days after delivery of the indemnity dispute notice, such dispute shall be resolved by litigation in accordance with Article ARTICLE VIIan appropriate court of competent jurisdiction.

Notice of Non-Third Party Claims. If an Indemnified Party seeks indemnification under this Article IV with respect to any matter which does not involve a Third-Third- Party Claim, the Indemnified Party shall give written notice to the Indemnifying Party promptly after discovering the liability, obligation or facts giving rise to such claim for indemnification, describing the nature of the claim in reasonable detail, the amount thereof (if known and quantifiable), and the basis thereof (the “Indemnity Notice”); provided that any failure to so notify or any delay in notifying the Indemnifying Party shall not relieve the Indemnifying Party of its or his obligations hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure or delay. If the Indemnifying Party does not notify the Indemnified Party in writing within thirty (30) days from its receipt of the Indemnity Notice that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed to indemnify the Indemnified Party from and against the entirety of any Losses described in the Indemnity Notice, subject to the limitations on indemnification set forth in this Article IV. If the Indemnifying Party delivers a notice disputing the indemnification claim to the Indemnified Party within thirty (30) days from its receipt of the Indemnity Notice, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute within forty-five (45) days after delivery of the indemnity dispute notice, such dispute shall be resolved in accordance with Article ARTICLE VII.Error! Reference source not found..

Notice of Non-Third Party Claims. If an Indemnified Party seeks indemnification under this Article IV VIII with respect to any matter which does not involve a Third-Party Claim, the Indemnified Party shall give written notice to the Indemnifying Party promptly after discovering the liability, obligation or facts giving rise to such claim for indemnification, describing the nature of the claim in reasonable detail, the amount thereof (if known and quantifiable), and the basis thereof (the “Indemnity Notice”)together with reasonable supporting documentation; provided provided, that any failure to so notify or any delay in notifying the Indemnifying Party shall not relieve the Indemnifying Party of its or his obligations hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure or delayhereunder. If the Indemnifying Party does not notify the Indemnified Party in writing within thirty (30) days from its receipt of the Indemnity Notice indemnity notice and documentation that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed to indemnify the Indemnified Party from and against the entirety of any Losses described in the Indemnity Notice, subject to the limitations on indemnification set forth in this Article IVindemnity notice. If the Indemnifying Party delivers a has delivered an indemnity dispute notice disputing the indemnification claim to the Indemnified Party within thirty (30) days from its receipt of the Indemnity NoticeParty, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute within forty-five thirty (4530) days after delivery of the indemnity dispute notice, such dispute shall be resolved by litigation in accordance with Article ARTICLE VIIan appropriate court of competent jurisdiction.

Notice of Non-Third Party Claims. If an Any Indemnified Party seeks seeking -------------------------------- indemnification under for any Loss or potential Loss arising from a claim asserted by any party to this Agreement (a "Non-Third Party Claim") shall give written notice to the Indemnifying Party. Written notice to the Indemnifying Party of the existence of a Non-Third Party Claim shall be given by the Indemnified Party promptly after discovery of the potential claim; provided, however, that the -------- ------- Indemnified Party shall not be foreclosed from seeking indemnification pursuant to this Article IV with respect VII by any failure to any matter which does not involve provide timely notice of the existence of a ThirdNon-Third Party Claim to the Indemnifying Party except and only to the extent that the Indemnifying Party has been materially damaged or prejudiced as a result of such delay. Such notice shall summarize the bases for such Non-Third Party Claim, . Within twenty (20) days after receiving such notice the Indemnified Indemnifying Party shall give written notice to the Indemnifying Indemnified Party promptly after discovering stating whether it disputes its obligation to provide indemnification hereunder or the liability, obligation validity or facts giving rise to amount of such claim for indemnification, describing the nature of the claim in reasonable detail, the amount thereof (if known Non-Third Party Claim and quantifiable), and the basis thereof (the “Indemnity Notice”); provided that any failure to so notify or any delay in notifying the Indemnifying whether it will defend against such Non-Third Party shall not relieve the Indemnifying Party of its or his obligations hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure or delayClaim. If the Indemnifying Party does not notify fails to give notice that it disputes either its obligation hereunder with respect to such claim or the Indemnified Party in writing validity or amount thereof within thirty twenty (3020) days from its after receipt of the Indemnity Notice that the Indemnifying Party disputes such claimnotice, the Indemnifying Party it shall be deemed to have accepted and agreed to indemnify the Indemnified such Non-Third Party from Claim, which shall become immediately due and against the entirety of any Losses described in the Indemnity Notice, payable subject to the limitations on indemnification set forth in this Article IVherein. If the Indemnifying Party delivers a fails to give notice disputing that it disputes its obligation to provide indemnification hereunder but disputes the indemnification claim validity or amount of such Non-Third Party Claim, it shall be deemed to have accepted responsibility for such Non-Third Party Claim subject to the Indemnified limitations set forth herein (a "Covered Non-Third Party within thirty (30) days from Claim"). If the Indemnifying Party provides notice that it disputes its receipt of the Indemnity Notice, obligation to provide indemnification hereunder the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve of such dispute within forty-five (45) days after delivery of the indemnity dispute noticeand, if not resolved through negotiations, such dispute shall be resolved in accordance with Article ARTICLE VIISection 9.1 hereof.

Notice of Non-Third Party Claims. If an Indemnified The Indemnitee shall provide written notice of any claim between the parties hereto (other than a Third Party seeks Asserted Liability) for which indemnification is believed to be due hereunder to the Indemnifying Party, stating the facts and circumstances giving rise to the claim (to the extent then known), specifying the amount of the claim (to the extent then known) and making a request for any indemnification payment then believed due under this Article IV with respect to any matter which does not involve a Third-Party Claim, the Indemnified Party IX. Any such claim shall give written notice to be conclusive against the Indemnifying Party promptly in all respects twenty (20) days after discovering the liability, obligation or facts giving rise to such claim for indemnification, describing the nature of the claim in reasonable detail, the amount thereof (if known and quantifiable), and the basis thereof (the “Indemnity Notice”); provided that any failure to so notify or any delay in notifying the Indemnifying Party shall not relieve receipt by the Indemnifying Party of its or his obligations hereunder except to the extent that such notice, unless within such period the Indemnifying Party is materially prejudiced by sends the Indemnitee a notice disputing the propriety of such failure or delayclaim under this Article IX. If Such notice of dispute shall describe in reasonable detail the reasons and basis for such objection and the amount of the claim that the Indemnifying Party does not notify believe should be subject to indemnification under this Article IX. Upon receipt of any such notice of objection, both the Indemnified Indemnitee and the Indemnifying Party shall use all reasonable efforts to cooperate and arrive at a mutually acceptable resolution of such dispute within the next thirty (30) days. If a mutually acceptable resolution cannot be reached between the Indemnitee and the Indemnifying Party within such thirty (30)-day period, then either party may submit the dispute for resolution by a panel of three arbitrators selected from the panels of arbitrators of the American Arbitration Association in writing a city mutually selected by the Indemnitee and the Indemnifying Party (or, if no city can be mutually agreed upon within fifteen (15) days, then in Chicago, Illinois); provided, however, that (i) one arbitrator shall be selected by the Indemnitee, the second arbitrator shall be selected by the Indemnifying Party, and the third arbitrator shall be selected by the two previously selected arbitrators and (ii) in all respects, such panel shall be governed by the American Arbitration Association's then existing Commercial Arbitration Rules. The arbitrators shall allow such discovery as the arbitrators determine appropriate under the circumstances and shall resolve the dispute as expeditiously as practicable, and if reasonably practicable, within one hundred twenty (120) days after the selection of the arbitrators. The arbitrators shall give the Indemnitee and the Indemnifying Party written notice of the decision, with the reasons therefor set out, and the arbitrators shall have thirty (30) days from its receipt of the Indemnity Notice that thereafter to reconsider and modify such decision if either the Indemnifying Party disputes such claimor the Indemnitee so requests within ten (10) days after the decision. Thereafter, the Indemnifying Party decision of the arbitrators shall be deemed to have accepted final, binding, and agreed to indemnify the Indemnified Party from and against the entirety of any Losses described in the Indemnity Notice, subject nonappealable with respect to the limitations on indemnification set forth in this Article IV. If the Indemnifying Party delivers a notice disputing the indemnification claim to the Indemnified Party within thirty (30) days from its receipt of the Indemnity Notice, Indemnitee and the Indemnifying Party and all other persons, including (without limitation) persons who have failed or refused to participate in the Indemnified Party arbitration process. The arbitrators shall proceed in good faith determine whether and to negotiate a resolution what effect to such dispute. If require the Indemnitee or the Indemnifying Party and the Indemnified Party cannot resolve such dispute within forty-five (45) days after delivery to pay or reimburse all or any part of the indemnity dispute notice, other party's attorneys' fees and disbursements and other costs and expenses incurred in connection with such dispute shall be resolved in accordance with Article ARTICLE VIIarbitration.

Notice of Non-Third Party Claims. If an Indemnified Party seeks In the event any Indemnitee has a claim for which it wishes to seek indemnification under this Article IV with respect to against any matter which Indemnitor that does not involve a Third-Party Claimthird party claim, the Indemnified Party shall give written Indemnitee will deliver a notice of such claim to the Indemnifying Party promptly after discovering Indemnitor, setting forth in reasonable detail the liabilityidentity, obligation or facts giving rise nature and estimated amount of Losses (if reasonably determinable) related to such claim for indemnificationor claims, describing with reasonable promptness and in all events prior to the nature expiration of the claim in reasonable detail, the amount thereof (if known and quantifiable), and the basis thereof (the “Indemnity Notice”); provided that any failure to so notify or any delay in notifying the Indemnifying Party shall not relieve the Indemnifying Party of its or his Indemnitor's indemnification obligations hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure or delayhereunder. If the Indemnifying Party Indemnitor notifies the Indemnitee that it does not dispute the claim described in such notice or fails to notify the Indemnified Party in writing Indemnitee within thirty (30) days from its receipt after delivery of such notice by the Indemnitee whether the Indemnitor disputes the claim described in such notice, the Loss in the amount specified in the Indemnitee's notice will be conclusively deemed a liability of the Indemnity Notice that Indemnitor and the Indemnifying Party disputes Indemnitor shall pay the amount of such Loss to the Indemnitee on demand, subject to the terms of Section 8.2(c). If the Indemnitor has timely disputed its liability with respect to such claim, the Indemnifying Party shall be deemed to have accepted and agreed to indemnify the Indemnified Party from and against the entirety of any Losses described in the Indemnity Notice, subject to the limitations on indemnification set forth in this Article IV. If the Indemnifying Party delivers a notice disputing the indemnification claim to the Indemnified Party within thirty (30) days from its receipt of the Indemnity Notice, the Indemnifying Party Indemnitor and the Indemnified Party shall Indemnitee will proceed in good faith to negotiate a resolution to of such disputedispute for a period of at least thirty days. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute within forty-five (45) days after delivery of the indemnity dispute noticehas not been resolved by such time, such dispute it shall be resolved fully and finally in accordance with Article ARTICLE VIIthe procedures set forth in Section 8.8. For the purposes of Section 8.2(c), no Loss shall be deemed owing until such Loss has been conclusively determined or deemed a liability of the Indemnitor pursuant to the terms of this Section 8.2(e).

Notice of Non-Third Party Claims. If an Indemnified Party seeks indemnification under this Article IV VI with respect to any matter which does not involve a Third-Party Claim, the Indemnified Party shall give written notice to the Indemnifying Party promptly after discovering the liability, obligation or facts giving rise to such claim for indemnification, describing the nature of the claim in reasonable detail, the amount thereof (if known and quantifiable), and the basis thereof therefor (the “Indemnity Notice”); provided provided, that any failure to so notify or any delay in notifying the Indemnifying Party shall not relieve the Indemnifying Party of its its, his or his her obligations hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure or delayhereunder. If the Indemnifying Party does not notify the Indemnified Party in writing within thirty (30) days from its receipt of the Indemnity Notice that the Indemnifying Party disputes such claimclaim in writing (a “Indemnity Dispute Notice”), the Indemnifying Party shall be deemed to have accepted and agreed to indemnify the Indemnified Party from and against the entirety of any Losses described in the Indemnity Notice, subject to the limitations on indemnification set forth in this Article IV. If the Indemnifying Party delivers a notice disputing the indemnification claim has delivered an Indemnity Dispute Notice to the Indemnified Party within thirty (30) days from its receipt of the Indemnity NoticeParty, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute within forty-five thirty (4530) days after delivery of the indemnity dispute noticeIndemnity Dispute Notice, such dispute the underlying claim shall be resolved by litigation in accordance with Article ARTICLE VIIan appropriate court of competent jurisdiction.

Notice of Non-Third Party Claims. If an Indemnified Party seeks indemnification under this Article IV VI with respect to any matter which does not involve a Third-Party Claim, the Indemnified Party shall give written notice to the Indemnifying Party promptly after discovering the liabilityLiability, obligation or facts giving rise to such claim for indemnification, describing the nature of the claim in reasonable detail, the amount thereof (if known and quantifiable), and the basis thereof (the “Indemnity Notice”)thereof; provided that any failure to so notify or any delay in notifying the Indemnifying Party shall not relieve the Indemnifying Party of its or his obligations hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure or delaydelay and except to the extent the notice is not given within the applicable Survival Period. If the Indemnifying Party does not notify the Indemnified Party in writing within thirty (30) 30 days from its receipt of the Indemnity Notice indemnity notice that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed to indemnify the Indemnified Party from and against the entirety of any Losses described in the Indemnity Notice, subject to the limitations on indemnification set forth indemnity notice in this Article IVaccordance with Section 6.2. If the Indemnifying Party delivers a has delivered an indemnity dispute notice disputing the indemnification claim to the Indemnified Party within thirty (30) days from its receipt of the Indemnity NoticeParty, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute within forty-five (45) in 30 days after delivery of the indemnity dispute noticeDispute Notice, such dispute shall be resolved through binding arbitration in accordance with Article ARTICLE VIISection 8.10.

Notice of Non-Third Party Claims. If an Indemnified Party seeks determines in good faith that it is entitled to indemnification under this Article IV ‎Article VII with respect to any matter which does not involve a Third-Party Claim, the Indemnified Party shall give written notice to the Indemnifying Party and the Escrow Agent promptly after discovering the liability, obligation Loss or facts giving rise to such claim for indemnification, describing the nature of the claim in reasonable detail, the amount thereof of any Losses related thereto (if known and quantifiablequantifiable or, if not, a good faith estimate thereof), and the basis thereof (the “Indemnity Notice”)for indemnification hereunder; provided that any failure to so notify or any delay in notifying the Indemnifying Party shall not relieve the Indemnifying Party of its or his obligations hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure or delay. If the Indemnifying Party does not notify the Indemnified Party in writing within thirty (30) 30 days from its receipt of the Indemnity Notice indemnity notice that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed to indemnify the Indemnified Party from and against the entirety of any Losses described in the Indemnity Notice, subject to the limitations on indemnification set forth in this Article IVindemnity notice. If the Indemnifying Party delivers a has delivered an indemnity dispute notice disputing the indemnification claim to the Indemnified Party within thirty (30) days from its receipt of the Indemnity NoticeParty, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute within forty-five in thirty (4530) days after delivery of the indemnity dispute notice, the Indemnified Party and the Indemnifying Party will be free to pursue such dispute remedies as may be available under this Agreement subject to the limitations on indemnification set forth in this Article VII. The process for release of Escrow Funds and claims made to the Escrow Agent shall be resolved further set forth in accordance with Article ARTICLE VIIthe Escrow Agreement.

Notice of Non-Third Party Claims. If an Indemnified Party seeks indemnification under this Article IV XI with respect to any matter which does not involve a Third-Third Party Claim, the Indemnified Party shall give written notice to the Indemnifying Party promptly after discovering the liability, obligation or facts giving rise to of such claim for indemnification, indemnification describing the nature of the claim in reasonable detaildetail and shall indicate an estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to the claim. During such thirty (30) day period, the amount thereof (if known and quantifiable), and the basis thereof (the “Indemnity Notice”); provided that any failure to so notify or any delay in notifying Indemnified Party shall allow the Indemnifying Party and its Representatives to investigate the matter or circumstances alleged to give rise to the claim and the Indemnified Party shall not relieve reasonably cooperate and assist the Indemnifying Party’s investigation (including providing access to premises, personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its or his obligations hereunder except Representatives may reasonably request, subject to the extent that the Indemnifying Party is materially prejudiced by such failure or delayand in accordance with Section 7.3. If the Indemnifying Party does not notify the Indemnified Party in writing within thirty (30) days from its receipt of the Indemnity Notice indemnity notice that the Indemnifying Party disputes agrees to indemnify the Indemnified Party for such claim, the Indemnifying Party shall be deemed to have accepted and agreed to indemnify the Indemnified Party from and against disputed the entirety of any Losses described in the Indemnity Notice, subject to the limitations on indemnification set forth in this Article IVindemnity notice. If the Indemnifying Party delivers has delivered a written notice disputing the indemnification claim to the Indemnified Party within such thirty (30) days from its receipt of the Indemnity Notice30)-day period disputing such claim (or otherwise has not expressly accepted liability for such claim in writing), the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute within forty-five thirty (4530) days after delivery of the indemnity dispute such written notice, such dispute shall be resolved in accordance with Article ARTICLE VIISection 12.15.

Notice of Non-Third Party Claims. If an Indemnified Party seeks indemnification under this Article IV with respect to any matter which does not involve a Third-Third- Party Claim, the Indemnified Party shall give written notice to the Indemnifying Party promptly after discovering the liability, obligation or facts giving rise to such claim for indemnification, describing the nature of the claim in reasonable detail, the amount thereof (if known and quantifiable), and the basis thereof (the “Indemnity Notice”); provided that any failure to so notify or any delay in notifying the Indemnifying Party shall not relieve the Indemnifying Party of its or his obligations hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure or delay. If the Indemnifying Party does not notify the Indemnified Party in writing within thirty (30) days from its receipt of the Indemnity Notice that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed to indemnify the Indemnified Party from and against the entirety of any Losses described in the Indemnity Notice, subject to the limitations on indemnification set forth in this Article IV. If the Indemnifying Party delivers a notice disputing the indemnification claim to the Indemnified Party within thirty (30) days from its receipt of the Indemnity Notice, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute within forty-five (45) days after delivery of the indemnity dispute notice, such dispute shall be resolved in accordance with Article ARTICLE VII.

Notice of Non-Third Party Claims. If an Indemnified Party seeks indemnification under this Article IV VI with respect to any matter which does not involve a Third-Party Claim, the Indemnified Party shall give written notice to the Indemnifying Party promptly after discovering the liability, obligation or facts giving rise to such claim for indemnification, describing the nature of the claim in reasonable detail, the amount thereof (if known and quantifiable), and the basis thereof (the “Indemnity Notice”)thereof; provided that any failure to so notify or any delay in notifying the Indemnifying Party shall not relieve the Indemnifying Party of its or his obligations hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure or delay. If the Indemnifying Party does not notify the Indemnified Party in writing within thirty (30) days from its receipt of the Indemnity Notice indemnity notice that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed to indemnify the Indemnified Party from and against the entirety of any Losses described in the Indemnity Notice, subject to the limitations on indemnification set forth in this Article IVindemnity notice. If the Indemnifying Party delivers a has delivered indemnity dispute notice disputing the indemnification claim to the Indemnified Party within thirty (30) days from its receipt of the Indemnity NoticeParty, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute within forty-five in thirty (4530) days after delivery of the indemnity dispute notice, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction in accordance with Article ARTICLE VIISection 8.7.

Notice of Non-Third Party Claims. If an Indemnified Party seeks indemnification under this Article IV ARTICLE VIII with respect to any matter which does not involve a Third-Party Claim, the Indemnified Party shall give written notice to the Indemnifying Party promptly after discovering the liability, obligation or facts giving rise to such claim for indemnification, describing the nature of the claim in reasonable detail, the amount thereof (if known and quantifiable), and the basis thereof (the “Indemnity Notice”)thereof; provided that any failure to so notify or any delay in notifying the Indemnifying Party shall not relieve the Indemnifying Party of its or his obligations hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure or delayhereunder. If the Indemnifying Party does not notify the Indemnified Party in writing within thirty (30) days from its receipt of the Indemnity Notice indemnity notice that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed to indemnify the Indemnified Party from and against the entirety of any Losses described in the Indemnity Notice, subject to the limitations on indemnification set forth in this Article IVindemnity notice. If the Indemnifying Party delivers a has delivered an indemnity dispute notice disputing the indemnification claim to the Indemnified Party within thirty (30) days from its receipt of the Indemnity NoticeParty, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute within forty-five thirty (4530) days after delivery of the indemnity dispute notice, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction in accordance with Article ARTICLE VIISections 11.7 and 11.8.