Common use of Party Claims Clause in Contracts

Party Claims. (a) Buyer shall notify Seller if it is seeking indemnification in writing, and with reasonable promptness, of any claim (a “Claim”). (b) In the notice delivered under Section 8.9(a), Buyer shall include the following: (1) a description of any claim, or any event, or fact known to Buyer that gives rise or may give rise to a claim, by Buyer against Seller under this Agreement, including the nature and basis of the claim, event, or fact and the amount of any claim, to the extent known; and (2) the following statement: (c) It is a condition to Seller’s obligation to indemnify Buyer with respect to a Claim that Buyer perform its obligations under Sections 6.3(a) and 6.3 (b), but failure to satisfy that condition relieves Seller of its obligation to indemnify with respect to a Claim only to the extent that Seller actually has been prejudiced by Buyer’s failure to give notice as required. (d) Seller has the right, by written notice, for a 30-day period, to dispute its liability to Buyer with respect to a Claim. The 30-day period begins the day after delivery to Seller of Buyer’s notice under Section 6.3(a) and ends at midnight at the end of the 30th day. (e) If Seller timely disputes its liability to Buyer with respect to a Claim, Seller and Buyer shall negotiate in good faith to resolve the dispute. (f) The Claim described in the notice is conclusively deemed a Loss of Seller if (i) Buyer has provided Seller notice in accordance with Section 6.3(b) and (ii) Seller does not dispute its liability as provided in Section 6.3(d). (g) If a Claim has been deemed a Loss in accordance with Section 5.3(f), Seller shall pay the amount of the Loss to Buyer (i) on demand or (ii) on the later date when the amount of the Loss (or a portion of it) becomes finally determined if Buyer estimated the amount of the Loss (or any portion of it) in its notice. (h) In addition to making the payment under Section 6.3(g), Seller shall make any other payments required by this article, including, without limitation, the payment of the Buyer’s Litigation Expenses.

Party Claims. (a) Buyer shall notify Seller if it is seeking indemnification in writing, and with reasonable promptness, of any claim (a “Claim”). (b) In the notice delivered under Section 8.9(a), Buyer shall include the following: (1) a description of any claim, or any event, or fact known to Buyer that gives rise or may give rise to a claim, by Buyer against Seller Sellerr under this Agreement, including the nature and basis of the claim, event, or fact and the amount of any claim, to the extent known; and (2) the following statement: (c) It is a condition to Seller’s obligation to indemnify Buyer with respect to a Claim that Buyer perform its obligations under Sections 6.3(a) and 6.3 (b), but failure to satisfy that condition relieves Seller of its obligation to indemnify with respect to a Claim only to the extent that Seller actually has been prejudiced by Buyer’s failure to give notice as required. (d) Seller has the right, by written notice, for a 30-day period, to dispute its liability to Buyer with respect to a Claim. The 30-day period begins the day after delivery to Seller of Buyer’s notice under Section 6.3(a) and ends at midnight at the end of the 30th day. (e) If Seller timely disputes its liability to Buyer with respect to a Claim, Seller and Buyer shall negotiate in good faith to resolve the dispute. (f) The Claim described in the notice is conclusively deemed a Loss of Seller if (i) Buyer has provided Seller notice in accordance with Section 6.3(b5.3(b) and (ii) Seller does not dispute its liability as provided in Section 6.3(d). (g) If a Claim has been deemed a Loss in accordance with Section 5.3(f), Seller shall pay the amount of the Loss to Buyer (i) on demand or (ii) on the later date when the amount of the Loss (or a portion of it) becomes finally determined if Buyer estimated the amount of the Loss (or any portion of it) in its notice. (h) In addition to making the payment under Section 6.3(g), Seller shall make any other payments required by this article, including, without limitation, the payment of the Buyer’s Litigation Expenses.

Party Claims. (a) Buyer shall notify Seller if it is seeking indemnification in writing, and with reasonable promptness, of any claim (a “Claim”). (b) In the notice delivered under Section 8.9(a)Notice provision hereof, Buyer shall include the following: (1) a description of any claim, or any event, or fact known to Buyer that gives rise or may give rise to a claim, by Buyer against Seller under this Agreement, including the nature and basis of the claim, event, or fact and the amount of any claim, to the extent known; and (2) the following statement:: “Buyer’s claim is conclusively deemed a liability of Seller if Seller does not dispute its liability by written notice to Buyer before the end of the 30-day period following delivery to Seller of the notice of this claim.” (c) It is a condition to Seller’s obligation to indemnify Buyer with respect to a Claim that Buyer perform its obligations under Sections 6.3(a) and 6.3 (b), but failure to satisfy that condition relieves Seller of its obligation to indemnify with respect to a Claim only to the extent that Seller actually has been prejudiced by Buyer’s failure to give notice as required. (d) Seller has the right, by written notice, for a 30-day period, to dispute its liability to Buyer with respect to a Claim. The 30-day period begins the day after delivery to Seller of Buyer’s notice under Section 6.3(a) and ends at midnight at the end of the 30th day. (e) If Seller timely disputes its liability to Buyer with respect to a Claim, Seller and Buyer shall negotiate in good faith to resolve the dispute. (f) The Claim described in the notice is conclusively deemed a Loss of Seller if (i) Buyer has provided Seller notice in accordance with Section 6.3(b5.3(b) and (ii) Seller does not dispute its liability as provided in Section 6.3(d). (g) If a Claim has been deemed a Loss in accordance with Section 5.3(f), Seller shall pay the amount of the Loss to Buyer (i) on demand or (ii) on the later date when the amount of the Loss (or a portion of it) becomes finally determined if Buyer estimated the amount of the Loss (or any portion of it) in its notice. (h) In addition to making the payment under Section 6.3(g), Seller shall make any other payments required by this article, including, without limitation, the payment of the Buyer’s Litigation Expenses.

Party Claims. (a) Buyer An Indemnitee shall notify Seller if it is seeking indemnification each Indemnitor in writing, and with reasonable promptness, of any claim (a “Claim”). (b) In the notice delivered under Section section 8.9(a), Buyer an Indemnitee shall include the following: (1) a description of any claim, or any event, or fact known to Buyer the Indemnitee that gives rise or may give rise to a claim, by Buyer the Indemnitee against Seller an Indemnitor under this Agreement, including the nature and basis of the claim, event, or fact and the amount of any claim, to the extent known; and (2) the following statement:: The Indemnitee’s claim is conclusively deemed a liability of the Indemnitor if the Indemnitor does not dispute its liability by written notice to the Indemnitee before the end of the 30-day period following delivery to the Indemnitor of the notice of this claim. (c) It is a condition to Selleran Indemnitor’s obligation to indemnify Buyer an Indemnitee with respect to a Claim that Buyer the Indemnitee perform its obligations under Sections 6.3(asections 8.9(a) and 6.3 8.9 (b), but failure to satisfy that condition relieves Seller an Indemnitor of its obligation to indemnify with respect to a Claim only to the extent that Seller the Indemnitor actually has been prejudiced by Buyerthe Indemnitee’s failure to give notice as required. (d) Seller An Indemnitor has the right, by written notice, for a 30-day period, to dispute its liability to Buyer an Indemnitee with respect to a Claim. The 30-day period begins the day after delivery to Seller the Indemnitor of Buyerthe Indemnitee’s notice under Section 6.3(asection 8.9 (a) and ends at midnight at the end of the 30th day. (e) If Seller an Indemnitor timely disputes its liability to Buyer an Indemnitee with respect to a Claim, Seller the Indemnitor and Buyer the Indemnitee shall negotiate in good faith to resolve the dispute. (f) The Claim described in the notice is conclusively deemed a Loss of Seller an Indemnitor if (i1) Buyer the Indemnitee has provided Seller the Indemnitor notice in accordance with Section 6.3(b) and (ii) Seller these sections the Indemnitor does not dispute its liability as provided in Section 6.3(d)these sections. (g) If a Claim has been deemed a Loss in accordance with Section 5.3(fsection 8.9(f), Seller the Indemnitor shall pay the amount of the Loss to Buyer the Indemnitee (i1) on demand or (ii2) on the later date when the amount of the Loss (or a portion of it) becomes finally determined if Buyer the Indemnitee estimated the amount of the Loss (or any portion of it) in its notice. (h) In addition to making the payment under Section 6.3(gsection 8.9 (g), Seller the Indemnitor shall make any other payments required by this article, including, without limitation, the payment of the BuyerIndemnitee’s Litigation Expenses.

Party Claims. (a) Buyer An Indemnitee shall notify Seller if it is seeking indemnification each Indemnitor in writing, and with reasonable promptness, of any claim (a “Claim”). (b) In the notice delivered under Section 8.9(a)this section, Buyer an Indemnitee shall include the following: (1) a description of any claim, or any event, or fact known to Buyer the Indemnitee that gives rise or may give rise to a claim, by Buyer the Indemnitee against Seller an Indemnitor under this Agreement, including the nature and basis of the claim, event, or fact and the amount of any claim, to the extent known; and (2) the following statement:: The Indemnitee’s claim is conclusively deemed a liability of the Indemnitor if the Indemnitor does not dispute its liability by written notice to the Indemnitee before the end of the 30-day period following delivery to the Indemnitor of the notice of this claim. (c) It is a condition to Selleran Indemnitor’s obligation to indemnify Buyer an Indemnitee with respect to a Claim that Buyer the Indemnitee perform its obligations under Sections 6.3(a) and 6.3 (b)these sections, but failure to satisfy that condition relieves Seller an Indemnitor of its obligation to indemnify with respect to a Claim only to the extent that Seller the Indemnitor actually has been prejudiced by Buyerthe Indemnitee’s failure to give notice as required. (d) Seller An Indemnitor has the right, by written notice, for a 30-day period, to dispute its liability to Buyer an Indemnitee with respect to a Claim. The 30-day period begins the day after delivery to Seller the Indemnitor of Buyerthe Indemnitee’s notice under Section 6.3(a) these sections and ends at midnight at the end of the 30th day. (e) If Seller an Indemnitor timely disputes its liability to Buyer an Indemnitee with respect to a Claim, Seller the Indemnitor and Buyer the Indemnitee shall negotiate in good faith to resolve the dispute. (f) The Claim described in the notice is conclusively deemed a Loss of Seller an Indemnitor if (i1) Buyer the Indemnitee has provided Seller the Indemnitor notice in accordance with Section 6.3(b) and (ii) Seller these sections the Indemnitor does not dispute its liability as provided in Section 6.3(d)these sections. (g) If a Claim has been deemed a Loss in accordance with Section 5.3(f)these sections, Seller the Indemnitor shall pay the amount of the Loss to Buyer the Indemnitee (i1) on demand or (ii2) on the later date when the amount of the Loss (or a portion of it) becomes finally determined if Buyer the Indemnitee estimated the amount of the Loss (or any portion of it) in its notice. (h) In addition to making the payment under Section 6.3(g)these sections, Seller the Indemnitor shall make any other payments required by this article, including, without limitation, the payment of the BuyerIndemnitee’s Litigation Expenses.

Party Claims. (a) Buyer An Indemnitee shall notify Seller if it is seeking indemnification each Indemnitor in writing, and with reasonable promptness, of any claim (a “Claim”). (b) In the notice delivered under Section 8.9(asection 9.3(a), Buyer an Indemnitee shall include the following: (1) a description of any claim, or any event, or fact known to Buyer the Indemnitee that gives rise or may give rise to a claim, by Buyer the Indemnitee against Seller an Indemnitor under this Agreement, including the nature and basis of the claim, event, or fact and the amount of any claim, to the extent known; and (2) the following statement:: “The Indemnitee’s claim is conclusively deemed a liability of the Indemnitor if the Indemnitor does not dispute its liability by written notice to the Indemnitee before the end of the 30-day period following delivery to the Indemnitor of the notice of this claim.” (c) It is a condition to Selleran Indemnitor’s obligation to indemnify Buyer an Indemnitee with respect to a Claim that Buyer the Indemnitee perform its obligations under Sections 6.3(asections 9.3(a) and 6.3 (b9.5(b), but failure to satisfy that condition relieves Seller an Indemnitor of its obligation to indemnify with respect to a Claim only to the extent that Seller the Indemnitor actually has been prejudiced by Buyerthe Indemnitee’s failure to give notice as required. (d) Seller An Indemnitor has the right, by written notice, for a 30-day period, to dispute its liability to Buyer an Indemnitee with respect to a Claim. The 30-day period begins the day after delivery to Seller the Indemnitor of Buyerthe Indemnitee’s notice under Section 6.3(asection 9.3(a) and ends at midnight at the end of the 30th day. (e) If Seller an Indemnitor timely disputes its liability to Buyer an Indemnitee with respect to a Claim, Seller the Indemnitor and Buyer the Indemnitee shall negotiate in good faith to resolve the dispute. (f) The Claim described in the notice is conclusively deemed a Loss of Seller an Indemnitor if (i) Buyer the Indemnitee has provided Seller the Indemnitor notice in accordance with Section 6.3(bsection 9.4(b) and (ii) Seller the Indemnitor does not dispute its liability as provided in Section 6.3(dsection 9.3(d). (g) If a Claim has been deemed a Loss in accordance with Section 5.3(fsection 9.3(f), Seller the Indemnitor shall pay the amount of the Loss to Buyer the Indemnitee (i) on demand or (ii) on the later date when the amount of the Loss (or a portion of it) becomes finally determined if Buyer the Indemnitee estimated the amount of the Loss (or any portion of it) in its notice. (h) In addition to making the payment under Section 6.3(gsection 9.3(g), Seller the Indemnitor shall make any other payments required by this article, including, without limitation, the payment of the BuyerIndemnitee’s Litigation Expenses.

Party Claims. If any party entitled to be indemnified hereunder (aan "Indemnified Party") Buyer shall notify Seller if it is seeking indemnification in writing, and with reasonable promptness, receives notice of the assertion of any claim in respect of Losses, such Indemnified Party shall give the party who may become obligated to provide indemnification hereunder (the "Indemnifying Party") written notice describing such claim or fact in reasonable detail (the "Notice of Claim") promptly (and in any event within ten (10) Business Days after receiving any written notice from a “Claim”third party). (b) . The failure by the Indemnified Party to timely provide a Notice of Claim to the Indemnifying Party shall not relieve the Indemnifying Party of any liability, except to the extent that the Indemnifying Party is prejudiced by the Indemnified Party's failure to provide timely notice hereunder. 50 In the event any Indemnifying Party notifies the Indemnified Party within ten (10) Business Days after the Indemnified Party has given notice delivered under Section 8.9(aof the matter that the Indemnifying Party is assuming the defense thereof: (i) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice (and at its expense) reasonably satisfactory to the Indemnified Party; (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest); (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party which consent shall not be unreasonably withheld; and (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, Buyer or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect thereto, and, in a settlement or compromise which does not involve only the payment of money by the Indemnifying Party, without the prior written consent of the Indemnified Party which consent shall include not be unreasonably withheld. In the following: event the Indemnifying Party does not notify the Indemnified Party within ten (110) Business Days after the Indemnified Party has received a description Notice of Claim that the Indemnifying Party is assuming the defense thereof, then the Indemnified Party shall have the right, subject to the provisions of this Article IX, to undertake the defense, compromise or settlement of such claim for the account of the Indemnifying Party. Unless and until the Indemnifying Party assumes the defense of any claim, the Indemnifying Party shall advance to the Indemnified Party any of its reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any such action or proceeding. Each Indemnified Party shall agree in writing prior to any eventsuch advance that, or fact known in the event it receives any such advance, such Indemnified Party shall reimburse the Indemnifying Party for such fees, costs and expenses to Buyer the extent that gives rise or may give rise it shall be determined that it was not entitled to a claim, by Buyer against Seller indemnification under this Agreement, including Article IX. In the nature and basis of event that the claim, event, or fact and Indemnifying Party undertakes the amount defense of any claim, the Indemnifying Party will keep the Indemnified Party advised as to the extent known; and (2) the following statement: (c) It is a condition to Seller’s obligation to indemnify Buyer all material developments in connection with respect to a Claim that Buyer perform its obligations under Sections 6.3(a) and 6.3 (b), but failure to satisfy that condition relieves Seller of its obligation to indemnify with respect to a Claim only to the extent that Seller actually has been prejudiced by Buyer’s failure to give notice as required. (d) Seller has the right, by written notice, for a 30-day period, to dispute its liability to Buyer with respect to a Claim. The 30-day period begins the day after delivery to Seller of Buyer’s notice under Section 6.3(a) and ends at midnight at the end of the 30th day. (e) If Seller timely disputes its liability to Buyer with respect to a Claim, Seller and Buyer shall negotiate in good faith to resolve the dispute. (f) The Claim described in the notice is conclusively deemed a Loss of Seller if (i) Buyer has provided Seller notice in accordance with Section 6.3(b) and (ii) Seller does not dispute its liability as provided in Section 6.3(d). (g) If a Claim has been deemed a Loss in accordance with Section 5.3(f), Seller shall pay the amount of the Loss to Buyer (i) on demand or (ii) on the later date when the amount of the Loss (or a portion of it) becomes finally determined if Buyer estimated the amount of the Loss (or any portion of it) in its notice. (h) In addition to making the payment under Section 6.3(g), Seller shall make any other payments required by this articlesuch claim, including, without limitationbut not limited to, promptly furnishing the payment Indemnified Party with copies of the Buyer’s Litigation Expensesall material documents filed or served in connection therewith.

Party Claims. With respect to claims for indemnification resulting from or in connection with any Claim or any legal proceeding commenced by a third party (a"Third Party Claim"), the Indemnified Party will give the Claim Notice to the Indemnifying Party no later than twenty (20) Buyer shall days prior to the time any initial answer or response to the asserted claim is legally required under any applicable court or procedural rule. With respect to Third Party Claims not governed by any applicable court or procedural rule, the Indemnified Party will provide the Claim Notice to the Indemnifying Party within thirty (30) days of receipt of notice of such Claim; provided, however, that the failure to notify Seller if it is seeking indemnification in writing, and with reasonable promptness, the Indemnifying Party will not relieve the Indemnifying Party of any claim (a “Claim”). (b) In the notice delivered under Section 8.9(a), Buyer shall include the following: (1) a description of any claim, or any event, or fact known to Buyer that gives rise or liability it may give rise to a claim, by Buyer against Seller under this Agreement, including the nature and basis of the claim, event, or fact and the amount of any claim, have to the extent known; and (2) the following statement: (c) It is a condition to Seller’s obligation to indemnify Buyer with respect to a Claim that Buyer perform its obligations under Sections 6.3(a) and 6.3 (b)Indemnified Party, but failure to satisfy that condition relieves Seller of its obligation to indemnify with respect to a Claim only except to the extent that Seller actually has been the Indemnifying Party demonstrates that the defense of such Claim is prejudiced by Buyer’s the Indemnified Party's failure to give such notice. The Indemnifying Party will be entitled to participate in the defense of any Third Party Claim at such Indemnifying Party's expense, and at the option of the Indemnifying Party (subject to the limitations set forth below) will be entitled to assume the defense thereof by appointing a recognized and reputable counsel acceptable to the Indemnified Party to be the lead counsel in connection with such defense; provided that: the Indemnifying Party provides written notice to the Indemnified Party of its intention to assume the defense of such Third Party Claims within fifteen (15) days of receipt of the Claim Notice; and the Indemnified Party will be entitled to participate in the defense of such Third Party Claim and to employ counsel of its choice for such purpose provided that the fees and expenses of such separate counsel will be borne by the Indemnified Party; and the Indemnifying Party will not be entitled to assume control of such defense (unless otherwise agreed to in writing by the Indemnified Party) or will relinquish control of such defense and in either case will pay the fees and expenses of counsel retained by the Indemnified Party if the Third Party Claim is an environmental claim or any other claim of which the aggregate amount in controversy is less than $25,000.00; and if the Indemnifying Party will control the defense of any Third Party Claim, the Indemnifying Party agrees to vigorously defend such claim and to obtain the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld) before entering into any settlement of a claim; provided that prior written consent will not be necessary if pursuant to or as required. a result of such settlement, injunctive or other relief will be imposed against the Indemnifying Party (dand not the Indemnified Party) Seller has or such settlement expressly and unconditionally releases the right, by written notice, for a 30-day period, to dispute its liability to Buyer Indemnified Party from all liabilities and obligations with respect to a Claimsuch claim, with prejudice. The 30-day period begins Notwithstanding the day after delivery above, with regard to Seller of Buyer’s notice under Section 6.3(a) any Third Party Claim for Taxes the Indemnified Party's consent to any settlement may be withheld for any reason, unless the proposed settlement is determined not to have any adverse effect on the tax returns, tax treatments, and ends at midnight at the end tax obligations of the 30th day. Indemnified Party or its Affiliates; and if the Indemnified Party will control the defense of such claim, the Indemnified Party agrees to vigorously defend such claim and to obtain the prior written consent of the Indemnifying Party (ewhich consent will not be unreasonably withheld) If Seller timely disputes its liability before entering into any settlement of a claim; provided that prior written consent will not be necessary if pursuant to Buyer or as a result of such settlement, injunctive or equitable relief will be imposed against the Indemnified Party (and not the Indemnifying Party) or if such settlement expressly and unconditionally releases the Indemnifying Party from all liabilities and obligations with respect to a Claimsuch claim, Seller and Buyer shall negotiate in good faith to resolve the disputewith prejudice. (f) The Claim described in the notice is conclusively deemed a Loss of Seller if (i) Buyer has provided Seller notice in accordance with Section 6.3(b) and (ii) Seller does not dispute its liability as provided in Section 6.3(d). (g) If a Claim has been deemed a Loss in accordance with Section 5.3(f), Seller shall pay the amount of the Loss to Buyer (i) on demand or (ii) on the later date when the amount of the Loss (or a portion of it) becomes finally determined if Buyer estimated the amount of the Loss (or any portion of it) in its notice. (h) In addition to making the payment under Section 6.3(g), Seller shall make any other payments required by this article, including, without limitation, the payment of the Buyer’s Litigation Expenses.

Party Claims. (a) Buyer A party seeking indemnification (“Indemnitee”) shall notify Seller if each party against which it is seeking indemnification (“Indemnitor”) in writing, and with reasonable promptness, of any claim (a “Claim”). (b) In the notice delivered under Section 8.9(a6.6(a), Buyer an Indemnitee shall include the following: (1) a description of any claim, or any event, or fact known to Buyer the Indemnitee that gives rise or may give rise to a claim, by Buyer the Indemnitee against Seller an Indemnitor under this Agreement, including the nature and basis of the claim, event, or fact and the amount of any claim, to the extent known; and (2) the following statement:: “The Indemnitee’s claim is conclusively deemed a liability of the Indemnitor if the Indemnitor does not dispute its liability by written notice to the Indemnitee before the end of the 30-day period following delivery to the Indemnitor of the notice of this claim.” (c) It is a condition to Selleran Indemnitor’s obligation to indemnify Buyer an Indemnitee with respect to a Claim that Buyer the Indemnitee perform its obligations under Sections 6.3(a6.6(a) and 6.3 6.6 (b), but failure to satisfy that condition relieves Seller an Indemnitor of its obligation to indemnify with respect to a Claim only to the extent that Seller the Indemnitor actually has been prejudiced by Buyerthe Indemnitee’s failure to give notice as required. (d) Seller An Indemnitor has the right, by written notice, for a 30-day period, to dispute its liability to Buyer an Indemnitee with respect to a Claim. The 30-day period begins the day after delivery to Seller the Indemnitor of Buyerthe Indemnitee’s notice under Section 6.3(a6.6(a) and ends at midnight at the end of the 30th day. (e) If Seller an Indemnitor timely disputes its liability to Buyer an Indemnitee with respect to a Claim, Seller the Indemnitor and Buyer the Indemnitee shall negotiate in good faith to resolve the dispute. (f) The Claim described in the notice is conclusively deemed a Loss of Seller an Indemnitor if (i) Buyer the Indemnitee has provided Seller the Indemnitor notice in accordance with Section 6.3(bsection 6.6(b) and (ii) Seller the Indemnitor does not dispute its liability as provided in Section 6.3(d6.6(d). (g) If a Claim has been deemed a Loss in accordance with Section 5.3(f6.6(f), Seller the Indemnitor shall pay the amount of the Loss to Buyer the Indemnitee (i) on demand or (ii) on the later date when the amount of the Loss (or a portion of it) becomes finally determined if Buyer the Indemnitee estimated the amount of the Loss (or any portion of it) in its notice. (h) In addition to making the payment under Section 6.3(g6.6 (g), Seller the Indemnitor shall make any other payments required by this article, including, without limitation, the payment of the BuyerIndemnitee’s Litigation Expenses.