Common use of Notification of Claims; Third Party Claims Clause in Contracts

Notification of Claims; Third Party Claims. (a) A Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”) shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any claim in respect of which indemnity may be sought under this ARTICLE 7, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this ARTICLE 7 except to the extent the Indemnifying Party is materially prejudiced by such failure. The parties agree that (i) in this ARTICLE 7 they intend to shorten (in the case of the limited survival periods specified in Section 7.1) the applicable statute of limitations period with respect to certain claims, (ii) notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 7.1 for such representation, warranty, covenant or agreement and (iii) any claims for indemnification for which notice is not timely delivered in accordance with this Section 7.5 shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Section 7.5 of a claim for indemnification under this ARTICLE 7 (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this ARTICLE 7 notwithstanding the passing of such applicable date. After the Survival Period Termination Date, a Buyer Indemnitee shall only be entitled to make a claim pursuant to this Section 7.5 in respect of UK Tax Losses or, as set forth in Section 7.1, for breaches of the representation and warranty made in Section 2.4(b).

Notification of Claims; Third Party Claims. (a) A Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”) shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any claim in respect of which indemnity may be sought under this ARTICLE 78, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this ARTICLE 7 8 except to the extent the Indemnifying Party is materially prejudiced by such failure. The parties agree that that: (i) in this ARTICLE 7 they intend to shorten (in the case of the limited survival periods specified in Section 7.1) the applicable statute of limitations period with respect to certain claims, (ii) notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 7.1 8.1 for such representation, warranty, covenant or agreement agreement; and (iiiii) any claims for indemnification for which notice is not timely delivered in accordance with this Section 7.5 8.5 shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Section 7.5 8.5 of a claim for indemnification under this ARTICLE 7 8 (whether or not formal legal action shall have been commenced based upon such claim), then such claim shall continue to be subject to indemnification in accordance with this ARTICLE 7 8 notwithstanding the passing of such applicable date. After the Survival Period Termination Date, a Buyer Indemnitee shall only be entitled to make a claim pursuant to this Section 7.5 in respect of UK Tax Losses or, as set forth in Section 7.1, for breaches of the representation and warranty made in Section 2.4(b).

Notification of Claims; Third Party Claims. (a) A Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”) shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any claim in respect of which indemnity may be sought under this ARTICLE 7Article VIII, including any pending or threatened claim or demand by a third party that the Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, such claim being a “Third-Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claimclaim or demand; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this ARTICLE 7 Article VIII except to the extent the Indemnifying Party is materially prejudiced by such failure. The parties agree that (i) in this ARTICLE 7 Article VIII they intend to shorten (in the case of the limited survival periods specified in Section 7.18.1) the applicable statute of limitations period with respect to certain claims, (ii) notices for claims in respect of a breach of a representation, warranty, covenant or agreement (other than a post-Closing covenant) must be delivered prior to the expiration of any applicable survival period specified in Section 7.1 8.1 for such representation, warranty, covenant or agreement agreement, (iii) notices for claims in respect of a breach of a post-Closing covenant must be delivered prior to the date that is six months after the last day of the effective period of such post-Closing covenant, (iv) any claims for Pre-Closing Income Taxes must be submitted by last day of the applicable statue of limitations, and (iiiv) any claims for indemnification for which notice is not timely delivered in accordance with this Section 7.5 8.5 shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Section 7.5 8.5 of a claim for indemnification under this ARTICLE 7 Article VIII (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this ARTICLE 7 Article VIII notwithstanding the passing of such applicable date. After the Survival Period Termination Date, a Buyer Indemnitee shall only be entitled to make a claim pursuant to this Section 7.5 in respect of UK Tax Losses or, as set forth in Section 7.1, for breaches of the representation and warranty made in Section 2.4(b).

Notification of Claims; Third Party Claims. (a) A Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”) shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any claim in respect of which indemnity may be sought under this ARTICLE 7Article 8, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this ARTICLE 7 Article 8 except to the extent the Indemnifying Party is materially prejudiced by such failure. The parties agree that (i) in this ARTICLE 7 Article 8 they intend to shorten (in the case of the limited survival periods specified in Section 7.18.1) the applicable statute of limitations period with respect to certain claims, (ii) notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 7.1 8.1 for such representation, warranty, covenant or agreement and (iii) any claims for indemnification for which notice is not timely delivered in accordance with this Section 7.5 8.5 shall be expressly barred and are hereby waived, ; provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Section 7.5 8.5 of a claim for indemnification under this ARTICLE 7 Article 8 (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this ARTICLE 7 Article 8 notwithstanding the passing of such applicable date. After the Survival Period Termination Date, a Buyer Indemnitee shall only be entitled to make a claim pursuant to this Section 7.5 in respect of UK Tax Losses or, as set forth in Section 7.1, for breaches of the representation and warranty made in Section 2.4(b).

Notification of Claims; Third Party Claims. (a) A Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”) shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any claim in respect of which indemnity may be sought under this ARTICLE 7Article VIII, including any pending or threatened claim or demand by a third party that the Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, such claim being a “Third-Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claimclaim or demand; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this ARTICLE 7 Article VIII except to the extent the Indemnifying Party is materially prejudiced by such failure. The parties agree that (i) in this ARTICLE 7 Article VIII they intend to shorten (in the case of the limited survival periods specified in Section 7.18.1) the applicable statute of limitations period with respect to certain claims, (ii) notices for claims in respect of a breach of a representation, warranty, covenant or agreement (other than a post-Closing covenant) must be delivered prior to the expiration of any applicable survival period specified in Section 7.1 8.1 for such representation, warranty, covenant or agreement agreement, (iii) notices for claims in respect of a breach of a post-Closing covenant must be 40 delivered prior to the date that is six months after the last day of the effective period of such post-Closing covenant, (iv) any claims for Pre-Closing Income Taxes must be submitted by last day of the applicable statue of limitations, and (iiiv) any claims for indemnification for which notice is not timely delivered in accordance with this Section 7.5 8.5 shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Section 7.5 8.5 of a claim for indemnification under this ARTICLE 7 Article VIII (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this ARTICLE 7 Article VIII notwithstanding the passing of such applicable date. After the Survival Period Termination Date, a Buyer Indemnitee shall only be entitled to make a claim pursuant to this Section 7.5 in respect of UK Tax Losses or, as set forth in Section 7.1, for breaches of the representation and warranty made in Section 2.4(b).

Notification of Claims; Third Party Claims. (a) A Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”) shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any claim in respect of which indemnity may be sought under this ARTICLE 78, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this ARTICLE 7 8, except to the extent the Indemnifying Party is actually and materially prejudiced by such failure. The parties agree Upon receipt of notice of a claim for indemnity from an Indemnified Party pursuant to this Section 8.5 in respect of a pending or threatened claim or demand by a third party that the Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Agreement (such claim or demand being a “Third-Party Claim” and including a pending or threatened claim or demand asserted by a third party against the Indemnified Party), the Indemnifying Party may, by notice to the Indemnified Party delivered within fifteen (15) Business Days of the receipt of notice of such Third-Party Claim, assume the defense and control of such Third-Party Claim, with its own counsel and at its own expense, and the Indemnified Party shall, at its sole cost and expense, cooperate with the Indemnifying Party in connection therewith; provided that the Indemnifying Party shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third-Party Claim with its own counsel and at its own expense and keep the Indemnified Party apprised of all material developments, including settlement offers, with respect to the Third-Party Claim; and further provided that, notwithstanding anything to the contrary, the Indemnifying Party shall not be entitled to assume the defense of any Third-Party Claim (i) if such Third-Party Claim seeks an injunction or other equitable remedy in this ARTICLE 7 they intend to shorten (in the case respect of the limited survival periods specified in Section 7.1) the applicable statute of limitations period with respect to certain claimsIndemnified Party or its business, (ii) notices if such Third-Party Claim poses a conflict of interest between the Indemnified Party and the Indemnifying Party in the reasonable opinion of outside counsel for claims the Indemnified Party, (iii) if such Third-Party Claim relates to, or arises in connection with, any criminal proceeding, action, indictment, allegation or investigation in respect of a breach the business of a representationthe Indemnified Party or its Affiliates, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 7.1 for such representation, warranty, covenant or agreement and (iiiiv) if with respect to any claims for indemnification for which notice is not timely delivered in accordance with this Section 7.5 shall Buyer Indemnitee, the assumption of the defense by the Indemnifying Party would reasonably be expressly barred and are hereby waived, provided that if, prior expected to such applicable date, a party shall have notified any other party in accordance with cause coverage under the requirements of this Section 7.5 of a claim for indemnification under this ARTICLE 7 (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue R&W Insurance Policy to be subject to indemnification in accordance with this ARTICLE 7 notwithstanding the passing of such applicable date. After the Survival Period Termination Date, a Buyer Indemnitee shall only be entitled to make a claim pursuant to this Section 7.5 in respect of UK Tax Losses or, as set forth in Section 7.1, for breaches of the representation materially and warranty made in Section 2.4(b)adversely affected.

Notification of Claims; Third Party Claims. (a) A Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”) shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any claim in respect of which indemnity may be sought under this ARTICLE 7Article 8, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this ARTICLE 7 Article 8 except to the extent that the Indemnifying Party is materially prejudiced by reason of such failurefailure to give timely notice. The parties agree that (i) in this ARTICLE 7 Article 8 they intend to shorten (in the case of the limited survival periods specified in Section 7.18.1) or extend (in the case of the unlimited survival periods specified in Section 8.1) the applicable statute of limitations period with respect to certain claims, (ii) notices for claims in respect of a breach of a representation, warranty, covenant or agreement (other than a Post-Closing Covenant) must be delivered prior to the expiration of any applicable survival period specified in Section 7.1 8.1 for such representation, warranty, covenant or agreement agreement, (iii) notices for claims in respect of a breach of a Post-Closing Covenant must be delivered prior to the date that is six months after the later of the last day of the effective period of such Post-Closing Covenant and the date the Indemnified Party become aware of such breach (provided that this limitation shall not apply to Section 1.1, or Section 4.14) and (iiiiv) any claims for indemnification for which notice is not timely delivered in accordance with this Section 7.5 the preceding subclauses (i) and (ii) shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Section 7.5 8.5(a) of a claim for indemnification under this ARTICLE 7 Article 8 (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this ARTICLE 7 Article 8 notwithstanding the passing of such applicable date. After the Survival Period Termination Date, a Buyer Indemnitee shall only be entitled to make a claim pursuant to this Section 7.5 in respect of UK Tax Losses or, as set forth in Section 7.1, for breaches of the representation and warranty made in Section 2.4(b).

Notification of Claims; Third Party Claims. (a) A Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”) shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any claim in respect of which indemnity may be sought under this ARTICLE 7Article 8, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this ARTICLE 7 Article 8 except to the extent the Indemnifying Party is materially prejudiced by such failure. The parties agree that (i) in this ARTICLE 7 Article 8 they intend to shorten (in the case of the limited survival periods specified in Section 7.18.1) the applicable statute of limitations period with respect to certain claims, (ii) notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 7.1 8.1 for such representation, warranty, covenant or agreement and (iii) any claims for indemnification for which notice is not timely delivered in accordance with this Section 7.5 8.5 shall be expressly barred and are hereby waived, provided that that, if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Section 7.5 8.5 of a claim for indemnification under this ARTICLE 7 Article 8 (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this ARTICLE 7 Article 8 notwithstanding the passing of such applicable date. After the Survival Period Termination Date, a Buyer Indemnitee shall only be entitled to make a claim pursuant to this Section 7.5 in respect of UK Tax Losses or, as set forth in Section 7.1, for breaches of the representation and warranty made in Section 2.4(b).

Notification of Claims; Third Party Claims. (a) A Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”) shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any claim in respect of which indemnity may be sought under this ARTICLE 7Article 8, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this ARTICLE 7 Article 8 except to the extent the Indemnifying Party is materially prejudiced by such failure. The parties agree that (i) in this ARTICLE 7 Article 8 they intend to shorten (in the case of the limited survival periods specified in Section 7.18.1) the applicable statute of limitations period with respect to certain claims, (ii) notices for claims in respect of a breach of a representation, warranty, covenant or agreement (other than a post-Closing covenant) must be delivered prior to the expiration of any applicable survival period specified in Section 7.1 8.1 for such representation, warranty, covenant or agreement agreement, (iii) notices for claims in respect of a breach of a post-Closing covenant must be delivered prior to the date that is six months after the last day of the effective period of such post-Closing covenant and (iiiiv) any claims for indemnification for which notice is not timely delivered in accordance with this Section 7.5 8.5 shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Section 7.5 8.5 of a claim for indemnification under this ARTICLE 7 Article 8 (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this ARTICLE 7 Article 8 notwithstanding the passing of such applicable date. After the Survival Period Termination Date, a Buyer Indemnitee shall only be entitled to make a claim pursuant to this Section 7.5 in respect of UK Tax Losses or, as set forth in Section 7.1, for breaches of the representation and warranty made in Section 2.4(b).

Notification of Claims; Third Party Claims. (a) A Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”) shall promptly (taking into account the Indemnifying Party’s required time to prepare a response or action) notify (but in any event within twenty (20) days of the Indemnified Party first, as applicable, (i) determining that certain facts or circumstances have given rise to a right of indemnification hereunder, in the case of a claim other than a Third Party Claim, or (ii) receiving notice or becoming aware of any Third Party Claim, in the case of a Third Party Claim) the party or parties liable for such from which indemnification is sought under this Article 9 (the “Indemnifying Party”) in a writing of any claim delivered in respect of which indemnity may be sought under this ARTICLE 7, good faith (i) describing in reasonable detail (to the extent then known) the facts and circumstances with respect to the subject matter of the underlying claim (including a list of all the particular Sections of this Agreement pursuant to which indemnification is being sought under this Article 9), (ii) attaching copies of any material written evidence upon which such claimclaim is based, and (iii) indicating the good faith estimated amount, if reasonably ascertainable at that time, of the Loss that has been or may be sustained by the Indemnified Party in connection therewith (a “Claim Notice”); provided, however, that the failure a delay to provide such notice Claim Notice shall not release the Indemnifying Party from any of its obligations under this ARTICLE 7 Article 9 except to the extent the Indemnifying Party is materially prejudiced by such failuredelay (and then only to the extent of such prejudice). The parties Parties agree that (i) in this ARTICLE 7 Article 9 they intend to shorten (in the case of the limited survival periods specified in Section 7.19.1) the applicable statute of limitations period with respect to certain claimsclaims hereunder, (ii) notices Claim Notices for claims in respect of a breach of a representation, warranty, covenant or agreement hereunder must be delivered prior to the expiration of any applicable survival period specified in Section 7.1 9.1 for such representation, warranty, covenant or agreement and (iii) subject to the exceptions set forth in Section 9.1(c), any claims for indemnification for which notice a Claim Notice is not timely delivered in accordance with the terms and conditions of this Section 7.5 Article 9 shall be expressly barred and are hereby irrevocably and unconditionally waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Section 7.5 of a claim for indemnification under this ARTICLE 7 (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this ARTICLE 7 notwithstanding the passing of such applicable date. After the Survival Period Termination Date, a Buyer Indemnitee shall only be entitled to make a claim pursuant to this Section 7.5 in respect of UK Tax Losses or, as set forth in Section 7.1, for breaches of the representation and warranty made in Section 2.4(b).

Notification of Claims; Third Party Claims. (a) A Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”) shall promptly notify the party or parties liable for such from which indemnification is sought (the “Indemnifying Party”) in writing of any such claim in respect of which indemnity may be sought under this ARTICLE 7, Article 9 describing in reasonable detail (to the extent then known) the facts and circumstances with respect to the subject matter of such claimclaim and, if applicable, including copies of all material written evidence thereof and indicating the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party in connection therewith (a “Claim Notice”); provided, however, that the failure to promptly provide such notice Claim Notice shall not release the Indemnifying Party from any of its obligations under this ARTICLE 7 Article 9 except to the extent the Indemnifying Party is materially prejudiced by such failure. The parties Parties agree that (i) in this ARTICLE 7 Article 9 they intend to shorten (in the case of the limited survival periods specified in Section 7.19.1) the applicable statute of limitations period with respect to certain claimsclaims hereunder, (ii) notices Claim Notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 7.1 9.1 for such representation, warranty, covenant or agreement and (iii) any claims for indemnification for which notice a Claim Notice is not timely delivered in accordance with the terms and conditions of this Section 7.5 9.5 shall be expressly barred and are hereby irrevocably and unconditionally waived, ; provided that if, prior to such applicable date, a party an Indemnified Party shall have timely notified in writing any other party Indemnifying Party in accordance with the requirements of this Section 7.5 9.5 of a claim for indemnification under this ARTICLE 7 Article 9 (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this ARTICLE 7 Article 9 notwithstanding the passing of such applicable date. After the Survival Period Termination Date, a Buyer Indemnitee shall only be entitled to make a claim pursuant to this Section 7.5 in respect of UK Tax Losses or, as set forth in Section 7.1, for breaches of the representation and warranty made in Section 2.4(b).

Notification of Claims; Third Party Claims. (a) A Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”) shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any claim in respect of which indemnity may be sought under this ARTICLE 7Article 8, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this ARTICLE 7 Article 8 except to the extent the Indemnifying Party is materially prejudiced by such failure. The parties agree that (i) in this ARTICLE 7 Article 8 they intend to shorten (in the case of the limited survival periods specified in Section 7.18.1) the applicable statute of limitations period with respect to certain claims, (ii) notices for claims in respect of a breach of a representation, warranty, covenant or agreement (other than a Post-Closing Covenant) must be delivered prior to the expiration of any applicable survival period specified in Section 7.1 8.1 for such representation, warranty, covenant or agreement agreement, (iii) notices for claims in respect of a breach of a Post-Closing Covenant must be delivered prior to the date that is six months after the last day of the effective period of such Post-Closing Covenant and (iiiiv) any claims for indemnification for which notice is not timely delivered in accordance with this Section 7.5 8.5 shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Section 7.5 of a claim for indemnification under this ARTICLE 7 (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this ARTICLE 7 notwithstanding the passing of such applicable date. After the Survival Period Termination Date, a Buyer Indemnitee shall only be entitled to make a claim pursuant to this Section 7.5 in respect of UK Tax Losses or, as set forth in Section 7.1, for breaches of the representation and warranty made in Section 2.4(b).

Notification of Claims; Third Party Claims. (a) A Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”) shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any claim in respect of which indemnity may be sought under this ARTICLE 7Article VIII, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this ARTICLE 7 Article VIII except to the extent the Indemnifying Party is materially prejudiced by such failure. The parties agree that (i) in this ARTICLE 7 Article VIII they intend to shorten (in the case of the limited survival periods specified in Section 7.18.1(a)) the applicable statute of limitations period with respect to certain claims, (ii) notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 7.1 8.1(a) for such representation, warranty, covenant or agreement agreement, and (iii) any claims for indemnification for which notice is not timely delivered in accordance with this Section 7.5 8.5 shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party to this Agreement shall have notified any other party to this Agreement in accordance with the requirements of this Section 7.5 8.5 of a claim for indemnification under this ARTICLE 7 Article VIII (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this ARTICLE 7 Article VIII notwithstanding the passing of such applicable date. After the Survival Period Termination Date, a Buyer Indemnitee shall only be entitled to make a claim pursuant to this Section 7.5 in respect of UK Tax Losses or, as set forth in Section 7.1, for breaches of the representation and warranty made in Section 2.4(b).

Notification of Claims; Third Party Claims. (a) A Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”) shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) ); provided, that in writing the case of any Buyer Indemnitee, such notice need only be provided to the Representative in writing, and in the case of any Seller Indemnitee, such notice shall be provided to Buyer in writing, of any claim in respect of which indemnity may be sought under this ARTICLE 7Article 8, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this ARTICLE 7 Article 8 except to the extent the Indemnifying Party is materially actually prejudiced by such failure. The parties agree that (i) in this ARTICLE 7 Article 8 they intend to shorten supersede (in the case of the limited survival periods specified in Section 7.18.1) the applicable statute of limitations period with respect to certain claims, (ii) notices for claims in respect of a breach of a representation, warranty, covenant or agreement (other than a Post-Closing Covenant) must be delivered prior to the expiration of any applicable survival period specified in Section 7.1 8.1 for such representation, warranty, covenant or agreement agreement, (iii) notices for claims in respect of a breach of a Post-Closing Covenant must be delivered prior to the date that is six months after the last day of the effective period of such Post-Closing Covenant and (iiiiv) any claims for indemnification for which notice is not timely delivered in accordance with the time periods specified in Section 8.1 and this Section 7.5 8.5 shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Section 7.5 8.5 of a claim for indemnification under this ARTICLE 7 Article 8 (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this ARTICLE 7 Article 8 until it is finally resolved notwithstanding the passing of such applicable date. After the Survival Period Termination Date, a Buyer Indemnitee shall only be entitled to make a claim pursuant to this Section 7.5 in respect of UK Tax Losses or, as set forth in Section 7.1, for breaches of the representation and warranty made in Section 2.4(b).

Notification of Claims; Third Party Claims. (a) A Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”) shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any claim in respect of which indemnity may be sought under this ARTICLE 7Article VIII, including any pending or threatened claim or demand by a third party that the Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, such claim being a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claimclaim or demand; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this ARTICLE 7 Article VIII except to the extent the Indemnifying Party is materially prejudiced by such failure. The parties agree that (i) in this ARTICLE 7 Article VIII they intend to shorten (in the case of the limited survival periods specified in Section 7.18.1) the applicable statute of limitations period with respect to certain claims, (ii) notices for claims in respect of a breach of a representation, warranty, covenant or agreement (other than a post-Closing covenant) must be delivered prior to the expiration of any applicable survival period specified in Section 7.1 8.1 for such representation, warranty, covenant or agreement agreement, (iii) notices for claims in respect of a breach of a post-Closing covenant must be delivered prior to the date that is six months after the last day of the effective period of such post-Closing covenant,(iv) any claims for Pre-Closing Income Taxes must be submitted by last day of the applicable statue of limitations, and (iiiv) any claims for indemnification for which notice is not timely delivered in accordance with this Section 7.5 8.5 shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Section 7.5 8.5 of a claim for indemnification under this ARTICLE 7 Article VIII (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this ARTICLE 7 Article VIII notwithstanding the passing of such applicable date. After the Survival Period Termination Date, a Buyer Indemnitee shall only be entitled to make a claim pursuant to this Section 7.5 in respect of UK Tax Losses or, as set forth in Section 7.1, for breaches of the representation and warranty made in Section 2.4(b).

Notification of Claims; Third Party Claims. (a) A Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”) shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any claim in respect of which indemnity may be sought under this ARTICLE Article 7, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this ARTICLE Article 7 except to the extent the Indemnifying Party is materially prejudiced by such failure. The parties agree that (i) in this ARTICLE Article 7 they intend to shorten (solely in the case of the limited survival periods specified in Section 7.1) the applicable statute of limitations period with respect to certain claims, (ii) notices for claims in respect of a breach of a representation, warranty, covenant or agreement warranty and covenants must be delivered prior to the expiration of any applicable survival period specified in Section 7.1 for such representation, warranty, covenant or agreement and (iii) any claims for indemnification for which notice is not timely delivered in accordance with this Section 7.5 Article 7 shall be expressly barred and are hereby waived; provided, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Section 7.5 Article 7 of a claim for indemnification under this ARTICLE Article 7 (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this ARTICLE Article 7 notwithstanding the passing of such applicable date. After the Survival Period Termination Date, a Buyer Indemnitee shall only be entitled to make a claim pursuant to this Section 7.5 in respect of UK Tax Losses or, as set forth in Section 7.1, for breaches of the representation and warranty made in Section 2.4(b).

Notification of Claims; Third Party Claims. (a) A Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”) shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any claim in respect of which indemnity may be sought under this ARTICLE Article 7, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this ARTICLE Article 7 except to the extent the Indemnifying Party is materially prejudiced by such failure. The parties agree that (i) in this ARTICLE Article 7 they intend to shorten (in the case of the limited survival periods specified in Section 7.1) the applicable statute of limitations period with respect to certain claims, (ii) notices for claims in respect of a breach of a representation, warranty, covenant or agreement (other than a Post-Closing Covenant) must be delivered prior to the expiration of any applicable survival period specified in Section 7.1 for such representation, warranty, covenant or agreement agreement, (iii) notices for claims in respect of a breach of a Post-Closing Covenant must be delivered prior to the date that is six months after the last day of the effective period of such Post-Closing Covenant and (iiiiv) any claims for indemnification for which notice is not timely delivered in accordance with this Section 7.5 shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Section 7.5 of a claim for indemnification under this ARTICLE Article 7 (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this ARTICLE Article 7 notwithstanding the passing of such applicable date. After the Survival Period Termination Date, a Buyer Indemnitee shall only be entitled to make a claim pursuant to this Section 7.5 in respect of UK Tax Losses or, as set forth in Section 7.1, for breaches of the representation and warranty made in Section 2.4(b).

Notification of Claims; Third Party Claims. (a) A Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”) shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any claim in respect of which indemnity may be sought under this ARTICLE 7Article XII, including any pending or threatened claim or demand by a third party that the Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, such claim being a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claimclaim or demand; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this ARTICLE 7 Article XII except to the extent the Indemnifying Party is materially prejudiced by such failure. The parties agree that (i) in this ARTICLE 7 Article XII they intend to shorten (in the case of the limited survival periods specified in Section 7.112.1) the applicable statute of limitations period with respect to certain claims, (ii) notices for claims in respect of a breach of a representation, warranty, covenant or agreement (other than a post-Closing covenant) must be delivered prior to the expiration of any applicable survival period specified in Section 7.1 12.1 for such representation, warranty, covenant or agreement agreement, (iii) notices for claims in respect of a breach of a post-Closing covenant must be delivered prior to the date that is six months after the last day of the effective period of such post-Closing covenant and (iiiiv) any claims for indemnification for which notice is not timely delivered in accordance with this Section 7.5 12.5 shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Section 7.5 12.5 of a claim for indemnification under this ARTICLE 7 Article XII (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this ARTICLE 7 Article XII notwithstanding the passing of such applicable date. After the Survival Period Termination Date, a Buyer Indemnitee shall only be entitled to make a claim pursuant to this Section 7.5 in respect of UK Tax Losses or, as set forth in Section 7.1, for breaches of the representation and warranty made in Section 2.4(b).

Notification of Claims; Third Party Claims. (a) A Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”) shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any claim in respect of which indemnity may be sought under this ARTICLE 79, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this ARTICLE 7 9 except to the extent the Indemnifying Party is materially prejudiced by such failure. The parties Parties hereto agree that (i) in this ARTICLE 7 they intend to shorten (in the case of the limited survival periods specified in Section 7.1) the applicable statute of limitations period with respect to certain claims, (ii) notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 7.1 for such representation, warranty, covenant or agreement and (iii) any claims for indemnification for which notice is not timely delivered in accordance with this Section 7.5 9.6 shall be expressly barred and are hereby waived, provided provided, however, that if, prior to such applicable date, a party Party hereto shall have notified any other party Party hereto in accordance with the requirements of this Section 7.5 9.6 of a claim for indemnification under this ARTICLE 7 9 (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this ARTICLE 7 9 notwithstanding the passing of such applicable date. After the Survival Period Termination Date, a Buyer Indemnitee shall only be entitled to make a claim pursuant to this Section 7.5 in respect of UK Tax Losses or, as set forth in Section 7.1, for breaches of the representation and warranty made in Section 2.4(b).

Notification of Claims; Third Party Claims. (a) A Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”) shall promptly notify the party or parties liable for such from whom indemnification or recovery is sought under this Agreement (the “Indemnifying Party”) in writing of any such claim in respect of which indemnity may be sought under this ARTICLE 7Article 10, describing as applicable, describing, to the extent known, in reasonable detail the facts and circumstances with respect to the subject matter of such claimclaim and, if applicable, including copies of all material written evidence thereof and indicating the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party in connection therewith (a “Claim Notice”); provided, however, that the failure to promptly provide such notice Claim Notice shall not release the Indemnifying Party from any of its obligations under this ARTICLE 7 Article 10 except to the extent the Indemnifying Party is materially prejudiced by such failure. The parties Parties agree that (i) in this ARTICLE 7 Article 10 they intend to shorten (in the case of the limited survival periods specified in Section 7.110.1) the applicable statute of limitations period with respect to certain claimsclaims hereunder to the extent provided in Section 10.1, (ii) notices Claim Notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 7.1 10.1 for such representation, warranty, covenant or agreement and (iii) any claims for indemnification for which notice a Claim Notice is not timely delivered in accordance with the terms and conditions of this Section 7.5 10.5 prior to the expiration of the applicable survival periods set forth in Section 10.1 shall be expressly barred and are hereby irrevocably and unconditionally waived, ; provided that if, prior to such applicable date, a party an Indemnified Party shall have notified in writing any other party Indemnifying Party in accordance with the requirements of this Section 7.5 10.5 of a claim for indemnification under this ARTICLE 7 Article 10 (whether or not formal legal action shall have been commenced based upon such claim), such applicable representation, warranty, covenant or agreement relating to such claim shall survive such survival period and such claim shall continue to be subject to indemnification in accordance with this ARTICLE 7 Article 10 notwithstanding the passing of such applicable date. After the Survival Period Termination Date, a Buyer Indemnitee shall only be entitled to make a claim pursuant to this Section 7.5 in respect of UK Tax Losses or, as set forth in Section 7.1, for breaches of the representation and warranty made in Section 2.4(b).

Notification of Claims; Third Party Claims. (a) A Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”) shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any claim in respect of which indemnity may be sought under this ARTICLE 7Article 8, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim; provided, however, provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this ARTICLE 7 Article 8 except to the extent the Indemnifying Party is materially prejudiced by such failure. The parties agree that (i) in this ARTICLE 7 Article 8 they intend to shorten (in the case of the limited survival periods specified in Section 7.18.1) the applicable statute of limitations period with respect to certain claims, (ii) notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 7.1 8.1 for such representation, warranty, covenant or agreement and (iii) any claims for indemnification for which notice is not timely delivered in accordance with this Section 7.5 8.5 shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Section 7.5 of a claim for indemnification under this ARTICLE 7 (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this ARTICLE 7 notwithstanding the passing of such applicable date. After the Survival Period Termination Date, a Buyer Indemnitee shall only be entitled to make a claim pursuant to this Section 7.5 in respect of UK Tax Losses or, as set forth in Section 7.1, for breaches of the representation and warranty made in Section 2.4(b).