Common use of Other Claims Clause in Contracts

Other Claims. In the event any Indemnified Party should have a claim against the Indemnifying Party hereunder which does not involve a Third Party Claim, the Indemnified Party shall promptly transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, the Indemnified Party’s good faith estimate of the amount of Losses attributable to such claim and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided, that no failure, delay or deficiency in providing such notice shall constitute a waiver or otherwise modify the Indemnified Party’s right to indemnity hereunder, except to the extent that the Indemnifying Party shall have been materially prejudiced by such failure, delay or deficiency. If the Indemnifying Party does not notify the Indemnified Party 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 with such claim.

Other Claims. In the event any Indemnified Party should have a claim against the Indemnifying Party hereunder which does not involve a Third Party Claim, the Indemnified Party shall promptly transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, the Indemnified Party’s good faith best estimate of the amount of Losses attributable to such claim and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided, that no failure, failure or delay or deficiency in providing such notice shall constitute a waiver or otherwise modify the Indemnified Party’s right to indemnity hereunder, except to the extent that the Indemnifying Party shall have been materially prejudiced by such failure, delay failure or deficiencydelay. If the Indemnifying Party does not notify the Indemnified Party 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 with such claim.

Other Claims. In the event any Indemnified Party should have a claim against the Indemnifying Party hereunder which does not involve a Third Party Claim, the Indemnified Party shall promptly transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, the Indemnified Party’s good faith best estimate of the amount of Losses attributable to such claim and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided, that no failure, failure or delay or deficiency in providing such notice shall constitute a waiver or otherwise modify the Indemnified Party’s right to indemnity hereunder, except to the extent that the Indemnifying Party shall have been materially prejudiced by such failure, delay failure or deficiencydelay. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) 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 with such claim.

Other Claims. In the event any Indemnified Party should have a claim against the Indemnifying Party hereunder which does not involve a Third Party Claim, the Indemnified Party shall promptly transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, the Indemnified Party’s good faith best estimate of the amount of Losses attributable to such claim and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided, that no failure, failure or delay or deficiency in providing such notice shall constitute a waiver or otherwise modify the Indemnified Party’s right to indemnity hereunder, except to the extent that the Indemnifying Party shall have been materially prejudiced by such failure, delay failure or deficiencydelay. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) 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 with such claim.

Other Claims. In the event any Indemnified Party should have a claim against the Indemnifying Party hereunder which does not involve a Third Party Claim, the Indemnified Party shall promptly transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, the Indemnified Party’s good faith estimate of the amount of Losses attributable to such claim and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided, that no failure, delay or deficiency in providing such notice shall constitute a waiver or otherwise modify the Indemnified Party’s right to indemnity hereunder, except to the extent that the Indemnifying Party shall have been materially prejudiced by such failure, delay or deficiency. If the Indemnifying Party does not notify the Indemnified Party 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 with such claim.

Other Claims. In the event any Indemnified Party should have has a claim against the any Indemnifying Party hereunder which under 10.2 or 10.3 that does not involve a Third Party Claim, the Indemnified Party shall promptly transmit deliver notice of such claim to the Indemnifying Party a written notice (the “Indemnity Notice”) describing setting forth in reasonable detail the nature of facts giving rise to such claim (to the claim, extent known by the Indemnified Party’s good faith estimate of ) and the amount or estimated amount (to the extent reasonably estimable) of Losses attributable to Damages arising out of, involving or otherwise in respect of such claim and the basis claim) with reasonable promptness after becoming aware of the Indemnified Party’s request for indemnification under this Agreementsuch claim; provided, however, that no failure, delay or deficiency in providing failure to give such notice notification shall constitute a waiver or otherwise modify not affect the Indemnified Party’s right to indemnity hereunder, indemnification provided hereunder except to the extent that the Indemnifying Party shall have been actually and materially prejudiced by as a result of such failure, delay or deficiency. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from 10 Business Days following its receipt of the Indemnity Notice such notice that the Indemnifying Party disputes its liability to the Indemnified Party under Section 10.2(1) or Section 10.3(1), such claim, claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall be deemed pay the amount of such liability to have accepted and agreed with the Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such claimlater date when the amount of such claim (or such portion thereof) becomes finally determined.

Other Claims. In the event If any Indemnified Party should have has a claim against the any Indemnifying Party hereunder which does not involve a Third Party Claim, the Indemnified Party shall promptly transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, the Indemnified Party’s good faith best estimate of the amount of Losses attributable to such claim and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided, that no failure, failure or delay or deficiency in providing such notice Indemnity Notice shall constitute a waiver or otherwise modify the Indemnified Party’s right to indemnity indemnification hereunder, except to the extent that the Indemnifying Party shall have been materially prejudiced by such failure, delay failure or deficiencydelay. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) 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 with such claim.

Other Claims. In the event any an Indemnified Party should have a claim against the an Indemnifying Party hereunder which that does not involve a Third Party ClaimClaim being asserted against or sought to be collected from such Indemnified Party, the Indemnified Party shall promptly transmit deliver notice of such claim with reasonable promptness and detailing the basis for such claim or claims to the Indemnifying Party a written Party. As long as the notice is provided within the relevant survival period, if any, set forth in subparagraph (the “Indemnity Notice”a) describing in reasonable detail the nature of the claimabove, the failure by an Indemnified Party so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may have to such Indemnified Party’s good faith estimate of the amount of Losses attributable to such claim and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided, that no failure, delay or deficiency in providing such notice shall constitute a waiver or otherwise modify the Indemnified Party’s right to indemnity hereunder, except to the extent that the Indemnifying Party shall have been actually and materially prejudiced by as a result of such failure, delay or deficiency. If the The Indemnifying Party does not shall notify the Indemnified Party within thirty ten (3010) business days from following its receipt of the Indemnity Notice that such notice if the Indemnifying Party disputes such claimits liability to the Indemnified Party, provided that the failure by an Indemnifying Party so to timely notify the Indemnified Party shall not affect any defense the Indemnifying Party may have to such Indemnified Party, except to the extent that the Indemnified Party shall be deemed have been actually and materially prejudiced as a result of such failure, The Indemnifying Party and the Indemnified Party shall proceed in good faith to have accepted and agreed with negotiate a resolution of such claimdispute.

Other Claims. In the event any Indemnified Party should have has a claim against the any Indemnifying Party hereunder which under Section 11.1 that does not involve a Third Party Claim, the Indemnified Party shall promptly transmit deliver notice of such claim to the Indemnifying Party a written notice (the “Indemnity Notice”) describing setting forth in reasonable detail the nature of facts giving rise to such claim (to the claim, extent known by the Indemnified Party’s good faith estimate of ) and the amount or estimated amount (to the extent reasonably estimable) of Losses attributable to arising out of, involving or otherwise in respect of such claim and the basis claim) with reasonable promptness after becoming aware of the Indemnified Party’s request for indemnification under this Agreementsuch claim; provided, that no failurehowever, delay or deficiency in providing that, failure to give such notice notification with reasonable promptness shall constitute a waiver or otherwise modify not affect the Indemnified Party’s right to indemnity hereunder, indemnification provided hereunder except to the extent that the Indemnifying Party shall have been actually and materially prejudiced by as a result of such failure, delay or deficiency. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from 10 Business Days following its receipt of the Indemnity Notice such notice that the Indemnifying Party disputes its liability to the Indemnified Party under Section 11.1, such claim, claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall be deemed pay the amount of such liability to have accepted and agreed with the Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such claimlater date when the amount of such claim (or such portion thereof) becomes finally determined.

Other Claims. In the event any Indemnified Party should have a claim under this Article X against the any Indemnifying Party hereunder which that does not involve a Third Party Claim, the Indemnified Party shall promptly transmit to the Indemnifying Party a give written notice (the “Indemnity Notice”) describing in reasonable detail and the nature of the claimdetails thereof, the Indemnified Party’s good faith including an estimate of the amount claimed Losses (if known and quantifiable), copies of Losses attributable all relevant information and documents to such claim and the basis Indemnifying Party within a period of thirty (30) days following the discovery of the Indemnified Party’s request for indemnification under this Agreement; provided, that no failure, delay or deficiency in providing such notice shall constitute a waiver or otherwise modify claim by the Indemnified Party’s right Party (the “Claim Notice Period”); provided that the failure to indemnity hereunder, so notify the Indemnifying Party during the Claim Notice Period shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that the such failure shall have prejudiced such Indemnifying Party. The Indemnifying Party shall have been materially prejudiced by such failure, delay or deficiency. If the Indemnifying Party does not will notify the Indemnified Party within thirty a period of twenty (3020) days from its after the receipt of the Indemnity Notice that by the Indemnifying Party whether the Indemnifying Party disputes such claim, its Liability to the Indemnifying Indemnified Party shall be deemed under this Article X with respect to have accepted and agreed with such claim.

Other Claims. In the event any an Indemnified Party should have a claim against the an Indemnifying Party hereunder which that does not involve a Third Party ClaimClaim being asserted against or sought to be collected from such Indemnified Party, the Indemnified Party shall promptly transmit deliver notice of such claim with reasonable promptness and detailing the basis for such claim or claims to the Indemnifying Party a written Party. As long as the notice is provided within the relevant survival period, if any, set forth in subparagraph (the “Indemnity Notice”a) describing in reasonable detail the nature of the claimabove, the failure by an Indemnified Party so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may have to such Indemnified Party’s good faith estimate of the amount of Losses attributable to such claim and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided, that no failure, delay or deficiency in providing such notice shall constitute a waiver or otherwise modify the Indemnified Party’s right to indemnity hereunder, except to the extent that the Indemnifying Party shall have been actually and materially prejudiced by as a result of such failure, delay or deficiency. If the The Indemnifying Party does not shall notify the Indemnified Party within thirty ten (3010) business days from following its receipt of the Indemnity Notice that such notice if the Indemnifying Party disputes such claimits liability to the Indemnified Party, provided that the failure by an Indemnifying Party so to timely notify the Indemnified Party shall not affect any defense the Indemnifying Party may have to such Indemnified Party, except to the extent that the Indemnified Party shall be deemed have been actually and materially prejudiced as a result of such failure. The Indemnifying Party and the Indemnified Party shall proceed in good faith to have accepted and agreed with negotiate a resolution of such claimdispute.

Other Claims. In the event any Indemnified Party should have has a claim against the any Indemnifying Party hereunder which under Section 8, Section 9 or Section 11 that does not involve a Third Party Claimthird party claim, the Indemnified Party shall promptly transmit deliver notice of such claim to the Indemnifying Party a written notice (the “Indemnity Notice”) describing setting forth in reasonable detail the nature of facts giving rise to such claim (to the claim, extent known by the Indemnified Party’s good faith estimate of ) and the amount or estimated amount (to the extent reasonably estimable) of Losses attributable to arising out of, involving or otherwise in respect of such claim and the basis claim) with reasonable promptness after becoming aware of the Indemnified Party’s request for indemnification under this Agreementsuch claim; provided, however, that no failure, delay or deficiency in providing failure to give such notice notification shall constitute a waiver or otherwise modify not affect the Indemnified Party’s right to indemnity hereunder, indemnification provided hereunder except to the extent that the Indemnifying Party shall have been actually and materially prejudiced by as a result of such failure, delay or deficiency. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) 14 days from following its receipt of the Indemnity Notice such notice that the Indemnifying Party disputes its liability to the Indemnified Party under Section 8 or Section 9, such claim, claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall be deemed pay the amount of such liability to have accepted and agreed with the Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such claimlater date when the amount of such claim (or such portion thereof) becomes finally determined.

Other Claims. In the event any Indemnified Party should have a claim against the Indemnifying Party hereunder which does not involve a Third Party Claim, the Indemnified Party shall promptly transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, the Indemnified Party’s good faith best estimate of the amount of Losses attributable to such claim and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided, provided that no failure, failure or delay or deficiency in providing such notice shall constitute a waiver or otherwise modify the Indemnified Party’s right to indemnity hereunder, except to the extent that the Indemnifying Party shall have been materially prejudiced by such failure, delay failure or deficiencydelay. If the Indemnifying Party does not notify the Indemnified Party 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 with such claim.

Other Claims. In the event any Indemnified Party should have a claim under this Article VI against the any Indemnifying Party hereunder which that does not involve a Third Party Claim, the Indemnified Party shall promptly transmit give written notice (the "Indemnity Notice") and the details thereof, including an estimate of the claimed Losses (if known and quantifiable), copies of all relevant information and documents to the Indemnifying Party within a written notice period of thirty (30) days following the discovery of the claim by the Indemnified Party (the “Indemnity Notice”) describing in reasonable detail "Claim Notice Period"); provided that the nature failure to so notify the Indemnifying Party during the Claim Notice Period shall not relieve the Indemnifying Party of the claim, the Indemnified Party’s good faith estimate of the amount of Losses attributable to such claim and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided, that no failure, delay or deficiency in providing such notice shall constitute a waiver or otherwise modify the Indemnified Party’s right to indemnity hereunder, its obligations hereunder except to the extent that the such failure shall have prejudiced such Indemnifying Party. The Indemnifying Party shall have been materially prejudiced by such failure, delay or deficiency. If the Indemnifying Party does not will notify the Indemnified Party within a period of thirty (30) days from its after the receipt of the Indemnity Notice that by the Indemnifying Party whether the Indemnifying Party disputes such claim, its Liability to the Indemnifying Indemnified Party shall be deemed under this Article VI with respect to have accepted and agreed with such claim.

Other Claims. In the event any Indemnified Party should have a claim under this Article X against the any Indemnifying Party hereunder which that does not involve a Third Party Claim, the Indemnified Party shall promptly transmit give written notice (the "Indemnity Notice") and the details thereof, including an estimate of the claimed Losses, copies of all relevant information and documents to the Indemnifying Party within a written notice period of 30 days following the discovery of the claim by the Indemnified Party (the “"Claim Notice Period"). The failure by any Indemnified Party to give the Indemnity Notice”) describing in reasonable detail Notice within the nature of the claim, Claim Notice Period shall not impair the Indemnified Party’s good faith estimate of the amount of Losses attributable to such claim and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided, that no failure, delay or deficiency in providing such notice shall constitute a waiver or otherwise modify the Indemnified Party’s right to indemnity hereunder, 's rights hereunder except to the extent that the an Indemnifying Party shall have demonstrates that it has been materially prejudiced by such failure, delay or deficiencythereby. If the The Indemnifying Party does not will notify the Indemnified Party within thirty (30) a period of 20 days from its after the receipt of the Indemnity Notice that by the Indemnifying Party whether the Indemnifying Party disputes such claim, its liability to the Indemnifying Indemnified Party shall be deemed under this Article X with respect to have accepted and agreed with such claim.

Other Claims. In the event any Indemnified Party should have a claim under this Article XI against the any Indemnifying Party hereunder which that does not involve a Third Party Claim, the Indemnified Party shall promptly transmit give written notice (the "INDEMNITY NOTICE") and the details thereof, including an estimate of the claimed Losses, copies of all relevant information and documents to the Indemnifying Party within a written notice period of thirty (30) days following the discovery of the claim by the Indemnified Party (the “"CLAIM NOTICE PERIOD"). The failure by any Indemnified Party to give the Indemnity Notice”) describing in reasonable detail Notice within the nature of the claim, Claim Notice Period shall not impair the Indemnified Party’s good faith estimate of the amount of Losses attributable to such claim and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided, that no failure, delay or deficiency in providing such notice shall constitute a waiver or otherwise modify the Indemnified Party’s right to indemnity hereunder, 's rights hereunder except to the extent that the an Indemnifying Party shall have demonstrates that it has been materially prejudiced by such failure, delay or deficiencythereby. If the The Indemnifying Party does not will notify the Indemnified Party within thirty a period of twenty (3020) days from its after the receipt of the Indemnity Notice that by the Indemnifying Party (the "INDEMNITY RESPONSE PERIOD") whether the Indemnifying Party disputes such claim, its liability to the Indemnifying Indemnified Party shall be deemed under this Article XI with respect to have accepted and agreed with such claim.

Other Claims. In the event any Indemnified Party should have a claim against the Indemnifying Party hereunder which does not involve a Third Party Claim, the Indemnified Party shall promptly transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, the Indemnified Party’s good faith estimate of the amount of Losses attributable to such claim and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided, that no failure, delay or deficiency in providing such notice shall constitute a waiver or otherwise modify the Indemnified Party’s right to indemnity hereunder, except to the extent that the Indemnifying Party shall have been materially prejudiced by such failure, delay or deficiency. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) 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 with such claim.

Other Claims. In A claim for indemnification for any matter not involving a third-party claim may be asserted by notice to the event any Indemnified Party should have a claim against party from whom indemnification is sought which notice shall include the amount or estimated amount of such claim. If the Indemnifying Party hereunder which does not involve a Third Party Claim, notifies the Indemnified Party shall promptly transmit that it does not dispute the claim or the estimated amount of such claim, or fails to notify the Indemnified Party within 30 days after delivery of a notice of a claim that the Indemnifying Party a written notice (disputes the “Indemnity Notice”) describing in reasonable detail claim or the nature estimated amount of the claim, the Indemnified Party’s good faith estimate estimated amount of the amount of Losses attributable to such claim and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided, that no failure, delay or deficiency specified in providing such notice shall constitute be deemed conclusively to be a waiver or otherwise modify the Indemnified Party’s right to indemnity hereunderLoss that, except subject to the extent that the Indemnifying Party shall have been materially prejudiced by such failureother provisions of this Article IX, delay or deficiencyis to be indemnified hereunder. If the Indemnifying Party does not so notify the Indemnified Party, the Indemnified Party and the Indemnifying Party will proceed, in good faith, to agree on the amount, if any, of such indemnification claim. If the Indemnified Party and Indemnifying Party are unable to agree on the amount of such indemnification claim within thirty (30) days from its receipt of the Indemnity Notice that after such notice by the Indemnifying Party disputes such claimto the Indemnified Party, the Indemnifying Party shall be deemed then either party may commence a litigation proceeding with respect to have accepted and agreed with such claim.

Other Claims. In the event any Indemnified Party should have a claim against the Indemnifying Party hereunder which does not involve a Third Party Claim, the Indemnified Party shall promptly transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, the Indemnified Party’s good faith best estimate of the amount of Losses attributable to such claim and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided, provided that no failure, failure or delay or deficiency in providing such notice shall constitute a waiver or otherwise modify the Indemnified Party’s right to indemnity hereunder, except to the extent that the Indemnifying Party shall have been materially prejudiced by such failure, delay failure or deficiencydelay. If the Indemnifying Party does not notify the Indemnified Party 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 with such claim.

Other Claims. In the event any Indemnified Party should have a claim against the Indemnifying Party hereunder which does not involve a Third Party Claim, the Indemnified Party shall promptly transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the 20 claim, the Indemnified Party’s good faith best estimate of the amount of Losses attributable to such claim and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided, that no failure, failure or delay or deficiency in providing such notice shall constitute a waiver or otherwise modify the Indemnified Party’s right to indemnity hereunder, except to the extent that the Indemnifying Party shall have been materially prejudiced by such failure, delay failure or deficiencydelay. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) 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 with such claim.. Section 6.4

Other Claims. In the event any Indemnified Party should have a claim against the Indemnifying Party hereunder which does not involve a Third Party Claimhereunder, the Indemnified Party shall promptly transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, the Indemnified Party’s good faith estimate of the amount of Losses attributable to such claim and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided, that no failure, delay or deficiency in providing such notice shall constitute a waiver or otherwise modify the Indemnified Party’s right to indemnity hereunder, except to the extent that the Indemnifying Party shall have been materially prejudiced by such failure, delay or deficiency. If the Indemnifying Party does not notify the Indemnified Party 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 with such claim.

Other Claims. In the event any Indemnified Party should have a claim against the Indemnifying Party hereunder which does not involve a Third Party Claim, the Indemnified Party shall promptly transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, the Indemnified Party’s good faith best estimate of the amount of Losses attributable to such claim and the basis of the Indemnified Party’s request for indemnification under this Agreement; providedprovided , that no failure, failure or delay or deficiency in providing such notice shall constitute a waiver or otherwise modify the Indemnified Party’s right to indemnity hereunder, except to the extent that the Indemnifying Party shall have been materially prejudiced by such failure, delay failure or deficiencydelay. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) 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 with such claim.

Other Claims. In the event any Indemnified Party should have a claim against the any Indemnifying Party hereunder which that does not involve a Third Party ClaimClaim being asserted against or sought to be collected from such Indemnified Party, the Indemnified Party shall promptly transmit deliver notice of such claim with reasonable promptness and detailing the basis for such claim or claims to the Indemnifying Party a written Party. As long as the notice (is provided within the “Indemnity Notice”relevant survival period, if any, set forth in Section 12.l(a) describing in reasonable detail the nature of the claimabove, the failure by any Indemnified Party so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may have to such Indemnified Party’s good faith estimate of the amount of Losses attributable to such claim and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided, that no failure, delay or deficiency in providing such notice shall constitute a waiver or otherwise modify the Indemnified Party’s right to indemnity hereunder, except to the extent that the Indemnifying Party shall have been actually and materially prejudiced by as a result of such failure, delay or deficiency. If the The Indemnifying Party does not shall notify the Indemnified Party within thirty ten (3010) business days from following its receipt of the Indemnity Notice that such notice if the Indemnifying Party disputes such claimits liability to the Indemnified Party, provided that the failure by any Indemnifying Party so to timely notify the Indemnified Party shall not affect any defense the Indemnifying Party may have to such Indemnified Party, except to the extent that the Indemnified Party shall be deemed to have accepted been actually and agreed with materially prejudiced as a result of such claimfailure.

Other Claims. In the event any Indemnified Party should have If a claim against the Indemnifying Party hereunder which Covered Proceeding occurs that does not involve a Third Third-Party Claim, the Indemnified Party shall shall, as promptly transmit as practicable upon obtaining knowledge of such claim, deliver to the Indemnifying Party a written notice (thereof; provided, however, that the “Indemnity Notice”) describing in reasonable detail failure to provide prompt notice as provided herein will relieve the Indemnifying Party of its obligations hereunder only to the extent that such failure prejudices the Indemnifying Party hereunder. Such notice shall describe the nature of the claim, the Indemnified Party’s good faith estimate of claim and shall indicate the amount of Losses attributable to such claim and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided(estimated, that no failure, delay or deficiency in providing such notice shall constitute a waiver or otherwise modify the Indemnified Party’s right to indemnity hereunder, except to the extent that Losses in respect of such claim are reasonably capable of being estimated); provided, however, that the failure to estimate Losses (or the inaccuracy thereof) shall not affect the validity of such notice or the amount of Losses to which the Indemnified Party is entitled. The Indemnifying Party shall have been materially prejudiced by such failure, delay or deficiency. If the Indemnifying Party does not notify respond to the Indemnified Party within thirty (30) days from its receipt of after the Indemnity Notice date that such notice was sent to the Indemnifying Party, stating whether the Indemnifying Party disputes the claim described in the such notice and the basis of such dispute. If the Indemnifying Party has timely disputed its liability with respect to such claim, the Indemnifying Party and the Indemnified Party shall be deemed use commercially reasonable efforts to have accepted and agreed with negotiate in good faith a resolution of such claimdispute.

Other Claims. In the event any Indemnified Party should have After becoming aware of a claim against the Indemnifying Party hereunder which does for indemnification under this Article XII not involve a Third Party Claim, the Indemnified Party shall promptly transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the involving any third party claim, the Indemnified Party’s good faith estimate indemnified party shall give notice to the indemnifying party of the amount of Losses attributable to such claim and the basis of amount the Indemnified Party’s request for indemnification under this Agreementindemnified party will be entitled to receive hereunder from the indemnifying party; provided, however, that no failure, delay or deficiency in providing such the failure of the indemnified party to give notice shall constitute a waiver or otherwise modify not relieve the Indemnified Party’s right to indemnity hereunder, indemnifying party of its obligations under this Article XII except to the extent (if any) that the Indemnifying Party indemnifying party shall have been materially actually prejudiced by such failure, delay or deficiencythereby. If the Indemnifying Party indemnified party does not notify the Indemnified Party receive an objection in writing (a “Notice of Disagreement”) to such indemnification claim within thirty (30) days of receiving notice thereof, the indemnified party shall be entitled to recover promptly from its receipt the indemnifying party the amount of the Indemnity Notice that the Indemnifying Party disputes such claim, and no later objection by the Indemnifying Party indemnifying party shall be deemed permitted. If the indemnifying party agrees that it has an indemnification obligation but objects in a timely-delivered Notice of Disagreement that it is obligated to have accepted and agreed with such claimpay only a lesser amount, the indemnified party shall nevertheless be entitled to recover promptly from the indemnifying party the lesser amount, without prejudice to the indemnified party’s claim for the difference.

Other Claims. In the event any Indemnified Party indemnified party should ------------ have a claim against the Indemnifying Party hereunder which any indemnifying party under Section 7.01 or 7.02 that does not involve a Third Party ClaimClaim being asserted against or sought to be collected from such indemnified party, the Indemnified Party indemnified party shall promptly transmit deliver written notice of such claim with reasonable promptness to the Indemnifying Party a written indemnifying party which notice (the “Indemnity Notice”) describing shall describe in reasonable detail the nature of the claim, the Indemnified Party’s good faith an estimate of the amount of Losses damages attributable to such claim to the extent feasible and the basis of the Indemnified Party’s indemnified party's request for indemnification hereunder. The failure by any indemnified party to so notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to such indemnified party under this Agreement; provided, that no failure, delay Section 7.01 or deficiency in providing such notice shall constitute a waiver or otherwise modify the Indemnified Party’s right to indemnity hereunder7.02, except to the extent that the Indemnifying Party shall have indemnifying party demonstrates that it has been materially actually prejudiced by such failure, delay or deficiencyfailure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from indemnifying party disputes its receipt of the Indemnity Notice that the Indemnifying Party disputes liability with respect to such claim, the Indemnifying Party indemnifying party and the indemnified party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be deemed to have accepted and agreed resolved in accordance with such claimthe Dispute Resolution Procedures.

Other Claims. In the event If any Indemnified Party should have has a claim against the any Indemnifying Party hereunder which does not involve a Third Party Claim, the Indemnified Party shall promptly transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, the Indemnified Party’s good faith best estimate of the amount of Losses attributable to such claim and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided, that no failure, failure or delay or deficiency in providing such notice Indemnity Notice shall constitute a waiver or otherwise modify the Indemnified Party’s right to indemnity indemnification hereunder, except to the extent that the Indemnifying Party shall have been materially prejudiced by such failure, delay failure or deficiencydelay. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) 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 with such claim.. 44

Other Claims. In the event any Indemnified Party should have a claim against the Indemnifying Party hereunder which does not involve a Third Party Claim, the Indemnified Party shall promptly transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, the Indemnified Party’s good faith best estimate of the amount of Losses attributable to such claim and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided, provided that no failure, failure or delay or deficiency in providing such notice shall constitute a waiver or otherwise modify the Indemnified Party’s right to indemnity hereunder, except to the extent that the Indemnifying Party shall have been materially prejudiced by such failure, delay failure or deficiencydelay. If the Indemnifying Party does not fails to notify the Indemnified Party 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 with such claim.