Common use of Procedures for Indemnification of Third Party Claims Clause in Contracts

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party receives written notice that a Person (including any Governmental Authority) that is not a member of GGP Group or Spinco Group has asserted any claim or commenced any Action (collectively, a “Third Party Claim”) that may implicate an Indemnifying Party’s obligation to indemnify pursuant to Sections 5.2, 5.3 or 5.4, or any other Section of this Agreement or any other Transaction Document, the Indemnified Party shall provide the Indemnifying Party written notice thereof as promptly as practicable (and no later than twenty (20) days or sooner, if the nature of the Third Party Claim so requires) after becoming aware of the Third Party Claim. Such notice shall describe the Third Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. Notwithstanding the foregoing, the failure of an Indemnified Party to provide notice in accordance with this Section 5.6(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party is actually prejudiced by the Indemnified Party’s failure to provide notice in accordance with this Section 5.6(a).

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party receives written notice that a Person (including any Governmental AuthorityEntity) that is not a member of GGP the Company Group or Spinco Group the SpinCo Group, or any Affiliate thereof, has asserted any claim or commenced any Action (collectivelyany such claim or Action, a “Third Party Claim”) that may implicate give rise to an Indemnifying Party’s obligation to indemnify pursuant to Sections 5.2Section 5.2 or Section 5.3, 5.3 or 5.4as the case may be, or any other Section of this Agreement or any other Transaction Document, then the Indemnified Party shall provide the Indemnifying Party written notice thereof as promptly as practicable (and no later than twenty fifteen (2015) days Business Days, or sooner, if the nature of the Third Party Claim so requires) after becoming aware of the Third Party Claim. Such notice shall describe the Third Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. Notwithstanding the foregoing, the failure of an Indemnified Party to provide notice in accordance with this Section 5.6(a5.7(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party is actually prejudiced by the Indemnified Party’s failure to provide notice in accordance with this Section 5.6(a5.7(a).

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party receives written notice that a Person (including any Governmental Authority) that is not a member of GGP the Lumentum Group or Spinco a member of the JDSU Group has asserted any claim or commenced any Action (collectively, a “Third Party Claim”) that may implicate an Indemnifying Party’s obligation to indemnify pursuant to Sections 5.2, 5.3 Section 4.2 or 5.4Section 4.3, or any other Section of this Agreement or any other Transaction Document, the Indemnified Party shall provide the Indemnifying Party written notice thereof as promptly as practicable (and no later than twenty (20) days or sooner, if the nature of the Third Party Claim so requires) after becoming aware of the Third Party Claim. Such notice shall describe the Third Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. Notwithstanding the foregoing, the failure of an Indemnified Party to provide notice in accordance with this Section 5.6(asection (or paragraph) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party is actually prejudiced by the Indemnified Party’s failure to provide notice in accordance with this Section 5.6(asection (or paragraph).

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party receives Indemnitee shall receive written notice that from a Person (including any Governmental Authority) that who is not a member of GGP the RemainCo Group or Spinco the SpinCo Group has asserted (a “Third Party”) of any claim or commenced of the commencement by any such Person of any Action (collectively, a “Third Third-Party Claim”) that may implicate with respect to which an Indemnifying Party’s obligation Party may be obligated to indemnify provide indemnification to such Indemnitee pursuant to Sections 5.2, 5.3 Section 7.2 or 5.47.3, or any other Section of this Agreement or or, subject to Section 7.14, any other Transaction DocumentAncillary Agreement, the Indemnified Party such Indemnitee shall provide the give such Indemnifying Party written notice thereof as promptly as practicable within fourteen (and no later than twenty (2014) days or sooner, if the nature of the Third Party Claim so requires) after becoming aware receipt of the Third Party Claimsuch written notice. Such Any such notice shall describe the Third Third-Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnified Party Indemnitee relating to the Third Third-Party Claim. Notwithstanding the foregoing, the failure of an Indemnified Party Indemnitee to provide notice in accordance with this Section 5.6(a7.5(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party is actually shall demonstrate that it was materially prejudiced by the Indemnified PartyIndemnitee’s failure to provide notice in accordance with this Section 5.6(a7.5(a).

Procedures for Indemnification of Third Party Claims. (a) If (1) one Party as an Indemnified Party receives written Indemnitee shall receive notice that or otherwise learn of the assertion against it by a Person third party (including any Governmental Authoritygovernmental authority) that is not a member of GGP Group or Spinco Group has asserted any claim or commenced of the commencement by any such person of any Action based upon a duty or obligation alleged to be due by the other Party to such third party, (ii) such other Party has breached such duty or obligation (collectively, a “Third Party Claim”), and (iii) that may implicate with respect to such Third Party Claim the other Party as an Indemnifying Party’s obligation Party may be obligated to indemnify pursuant provide indemnification to Sections 5.2such Indemnitee, 5.3 or 5.4, or any other Section of this Agreement or any other Transaction Document, the Indemnified Party then such Indemnitee shall provide the give such Indemnifying Party and each Party to this Agreement, written notice thereof as promptly soon as practicable (and reasonably practicable, but no later than twenty thirty (2030) days or sooner, if the nature of the Third Party Claim so requires) after becoming aware of the such Third Party Claim. Such Any such notice shall describe the Third Party Claim in reasonable detail and include copies detail. If any Party shall receive notice or otherwise learn of all notices and documents the assertion of a Third Party Claim which may reasonably be determined to be a Liability of a Party, such Party shall give the other Party to this Agreement written notice thereof within thirty (including court papers30) received by the Indemnified days after becoming aware of such Third Party relating to Claim. Any such notice shall describe the Third Party ClaimClaim in reasonable detail. Notwithstanding the foregoing, the failure of an Indemnified any Indemnitee or other Party to provide give notice as provided in accordance with this Section 5.6(a6.5(a) shall not relieve an the related Indemnifying Party of its indemnification obligations under this AgreementArticle VI, except to the extent to which the that such Indemnifying Party is actually prejudiced by the Indemnified Party’s such failure to provide notice in accordance with this Section 5.6(a)give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party receives written Indemnitee shall receive notice that by a Person (including any Governmental Authority) that who is not a member of GGP the Pentair Group or Spinco the nVent Group has asserted of any claim or commenced of the commencement by any such Person of any Action (collectively, a “Third Third-Party Claim”) that may implicate with respect to which an Indemnifying Party’s obligation Party may be obligated to indemnify provide indemnification to such Indemnitee pursuant to Sections 5.2, 5.3 Section 4.2 or 5.44.3, or any other Section of this Agreement or any other Transaction DocumentAncillary Agreement, the Indemnified Party such Indemnitee shall provide the give such Indemnifying Party written notice thereof as promptly as practicable (and no later than twenty thirty (2030) days or sooner, if the nature of the Third Third-Party Claim so requires) after becoming aware of the Third such Third-Party Claim. Such Any such notice shall describe the Third Third-Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnified Party Indemnitee relating to the Third Third-Party Claim. Notwithstanding the foregoing, the failure of an Indemnified Party Indemnitee to provide notice in accordance with this Section 5.6(a4.5(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party is actually prejudiced by the Indemnified PartyIndemnitee’s failure to provide notice in accordance with this Section 5.6(a4.5(a).

Procedures for Indemnification of Third Party Claims. (a) If If, at or after the date of this Agreement, an Indemnified Party receives Indemnitee shall receive written notice that from, or otherwise learn of the assertion by, a Person (including any Governmental AuthorityEntity) that who is not a member of GGP the TFMC Group or Spinco the TEN Group has asserted (a “Third Party”) of any claim or commenced of the commencement by any such Person of any Action (collectively, a “Third Third-Party Claim”) that may implicate with respect to which an Indemnifying Party’s obligation Party may be obligated to indemnify provide indemnification to such Indemnitee pursuant to Sections 5.2, 5.3 Section 3.2 or 5.43.3, or any other Section of this Agreement or any other Transaction DocumentAgreement, the Indemnified Party such Indemnitee shall provide the give such Indemnifying Party written notice thereof as promptly as practicable within fourteen (and no later than twenty (2014) days or sooner, if the nature of the Third Party Claim so requires) after becoming aware receipt of the Third Party Claimsuch written notice. Such Any such notice shall describe the Third Third-Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnified Party Indemnitee relating to the Third Third-Party Claim. Notwithstanding the foregoing, the failure of an Indemnified Party Indemnitee to provide notice in accordance with this Section 5.6(a3.5(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party is actually shall demonstrate that it was materially prejudiced by the Indemnified PartyIndemnitee’s failure to provide notice in accordance with this Section 5.6(a3.5(a).

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party receives written shall receive notice that a or otherwise learn of the assertion by any Person (including any Governmental Authority) that who is not a member of GGP the ADP Group or Spinco the Broadridge Group has asserted of any claim claim, or commenced of the commencement by any Action such Person of any Action, with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party pursuant to Section 5.1 of this Agreement (collectively, a “Third Party Claim”) that may implicate an Indemnifying Party’s obligation to indemnify pursuant to Sections 5.2), 5.3 or 5.4, or any other Section of this Agreement or any other Transaction Document, the such Indemnified Party shall provide the give such Indemnifying Party prompt written notice thereof as promptly as practicable and, in any event, within ten (and no later than twenty (2010) days or sooner, if the nature after such Indemnified Party received notice of the Third Party Claim so requires) after becoming aware of the such Third Party Claim. Such Any such notice shall describe the Third Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claimdetail. Notwithstanding the foregoing, the failure of an any Indemnified Party or other Person to provide give notice as provided in accordance with this Section 5.6(a5.2(a) shall not relieve an the related Indemnifying Party of its indemnification obligations under this AgreementArticle V, except to the extent to which the that such Indemnifying Party is actually prejudiced by the Indemnified Party’s such failure to provide notice in accordance with this Section 5.6(a)give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party receives written notice that a Person (including any Governmental Authority) that is not a member of GGP the Penn Group or Spinco the GLPI Group has asserted any claim or commenced any Action (collectively, a “Third Party Claim”) that may implicate an Indemnifying Party’s obligation to indemnify pursuant to Sections 5.2, 5.3 or 5.4, or any other Section of this Agreement or any other Transaction Document, the Indemnified Party shall provide the Indemnifying Party written notice thereof as promptly as practicable (and no later than twenty (20) days or sooner, if the nature of the Third Party Claim so requires) after becoming aware of the Third Party Claim. Such notice shall describe the Third Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. Notwithstanding the foregoing, the failure of an Indemnified Party to provide notice in accordance with this Section 5.6(a5.7(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party is actually prejudiced by the Indemnified Party’s failure to provide notice in accordance with this Section 5.6(a5.7(a).

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party receives written notice that a Person (including any Governmental Authority) that is not a member of GGP the WHI Group or Spinco the CS&L Group has asserted any claim or commenced any Action (collectively, a “Third Party Claim”) that may implicate an Indemnifying Party’s obligation to indemnify pursuant to Sections 5.27.2, 5.3 7.3 or 5.47.4, or any other Section of this Agreement or any other Transaction DocumentAgreement, the Indemnified Party shall provide the Indemnifying Party written notice thereof as promptly as practicable (and no later than twenty (20) days or sooner, if the nature of the Third Party Claim so requires) after becoming aware of the Third Party Claim. Such notice shall describe the Third Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. Notwithstanding the foregoing, the failure of an Indemnified Party to provide notice in accordance with this Section 5.6(a7.7(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party is actually prejudiced by the Indemnified Party’s failure to provide notice in accordance with this Section 5.6(a7.7(a).

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Indemnitee shall receive notice or otherwise learn of a Third-Party receives written notice that a Person (including any Governmental Authority) that is not a member of GGP Group or Spinco Group has asserted any claim or commenced any Action (collectively, a “Third Party Claim”) that may implicate Claim with respect to which an Indemnifying Party’s obligation Party may be obligated to indemnify provide indemnification to such Indemnitee pursuant to Sections 5.2, 5.3 or 5.4, or any other Section of this Agreement or any other Transaction DocumentAncillary Agreement, the Indemnified Party such Indemnitee shall provide the give such Indemnifying Party written notice thereof as promptly soon as practicable (and reasonably practicable, but no later than twenty (20) 30 days or sooner, if the nature of the Third Party Claim so requires) after becoming aware of the Third such Third-Party Claim. Such Any such notice shall describe the Third Third-Party Claim in reasonable detail and include copies of all notices and documents (including demand letters and motions, pleadings and other court papers) received by the Indemnified Party Indemnitee relating to the Third Third-Party Claim. Notwithstanding the foregoing, the failure of an Indemnified any Indemnitee or other Person to give notice as provided in this Section 6.05(a) shall not relieve the Indemnifying Party from which indemnification hereunder is sought of its obligations under this Article VI, except to provide the extent that such Indemnifying Party is actually prejudiced by such failure to give notice in accordance with this Section 5.6(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party is actually prejudiced by the Indemnified Party’s failure to provide notice in accordance with this Section 5.6(a6.05(a).

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party receives written notice that a Person (including any Governmental Authority) that is not a member of GGP the Agilent Group or Spinco the Keysight Group has asserted any claim or commenced any Action (collectively, a “Third Party Claim”) that may implicate an Indemnifying Party’s obligation to indemnify pursuant to Sections Section 5.2, Section 5.3 or Section 5.4, or any other Section of this Agreement or any other Transaction Document, the Indemnified Party shall provide the Indemnifying Party written notice thereof as promptly as practicable (and no later than twenty (20) days or sooner, if the nature of the Third Party Claim so requires) after becoming aware of the Third Party Claim. Such notice shall describe the Third Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. Notwithstanding the foregoing, the failure of an Indemnified Party to provide notice in accordance with this Section 5.6(a5.7(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party is actually prejudiced by the Indemnified Party’s failure to provide notice in accordance with this Section 5.6(a5.7(a).

Procedures for Indemnification of Third Party Claims. (a) If If, at or after the date of this Agreement, an Indemnified Party receives Indemnitee shall receive written notice that from, or otherwise learn of the assertion by, a Person (including any Governmental Authority) that who is not a member of GGP the New Worthington Group or Spinco the Worthington Steel Group has asserted (a “Third Party”) of any claim or commenced of the commencement by any such Person of any Action (collectively, a “Third Third-Party Claim”) that may implicate with respect to which an Indemnifying Party’s obligation Party may be obligated to indemnify provide indemnification to such Indemnitee pursuant to Sections 5.2, 5.3 Section 5.2 or 5.45.3, or any other Section of this Agreement or or, subject to Section 5.13, any other Transaction DocumentSpecified Ancillary Agreement, the Indemnified Party such Indemnitee shall provide the give such Indemnifying Party written notice thereof as promptly as practicable within fourteen (and no later than twenty (2014) days or sooner, if the nature of the Third Party Claim so requires) after becoming aware receipt of the Third Party Claimsuch written notice. Such Any such notice shall describe the Third Third-Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnified Party Indemnitee relating to the Third Third-Party Claim. Notwithstanding the foregoing, the failure of an Indemnified Party Indemnitee to provide notice in accordance with this Section 5.6(a5.5(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party is actually was prejudiced by the Indemnified PartyIndemnitee’s failure to provide notice in accordance with this Section 5.6(a5.5(a).

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party receives written notice that a Person (including any Governmental Authority) that is not a member of GGP Cardinal Health Group or Spinco CareFusion Group has asserted any claim or commenced any Action (collectively, a “Third Party Claim”) that may implicate an Indemnifying Party’s obligation to indemnify pursuant to Sections 5.2, 5.3 or 5.4, or any other Section of this Agreement or any other Transaction Document, the Indemnified Party shall provide the Indemnifying Party written notice thereof as promptly as practicable (and no later than twenty (20) days or sooner, if the nature of the Third Party Claim so requires) after becoming aware of the Third Party Claim. Such notice shall describe the Third Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. Notwithstanding the foregoing, the failure of an Indemnified Party to provide notice in accordance with this Section 5.6(a5.7(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party is actually prejudiced by the Indemnified Party’s failure to provide notice in accordance with this Section 5.6(a5.7(a).

Procedures for Indemnification of Third Party Claims. (ai) If a person entitled to indemnification hereunder (an Indemnified Party receives written “Indemnitee”) shall receive notice that or otherwise learn of the assertion by a Person person (including including, without limitation, any Governmental Authority) that who is not a member party to this Agreement, of GGP Group or Spinco Group has asserted any claim or commenced of the commencement by any Action such person of any action (collectively, a “Third Party Claim”) that may implicate with respect to which another party (an “Indemnifying Party’s obligation ”) may be obligated to indemnify provide indemnification pursuant to Sections 5.2hereto, 5.3 or 5.4, or any other Section of this Agreement or any other Transaction Document, the Indemnified Party such Indemnitee shall provide the give such Indemnifying Party written notice thereof as promptly as practicable (and no later than twenty (20) days or sooner, if the nature of the Third Party Claim so requires) after becoming aware of the such Third Party Claim, provided that the failure of any Indemnitee to give such Indemnifying Party written notice thereof promptly after becoming aware of such Third Party Claim shall not relieve the Indemnifying Party of its obligations under this Article, except to the extent that such Indemnifying Party is prejudiced by such failure to give notice. Such notice shall describe the Third Party Claim in reasonable detail and include copies and, if ascertainable, shall indicate the amount (estimated if necessary) of all notices and documents (including court papers) received the Loss that has been or may be sustained by the Indemnified Party relating to the Third Party Claim. Notwithstanding the foregoing, the failure of an Indemnified Party to provide notice in accordance with this Section 5.6(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party is actually prejudiced by the Indemnified Party’s failure to provide notice in accordance with this Section 5.6(a)such indemnitee.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party receives written notice that a Person (including any Governmental Authority) that is not a member of GGP the MGM Group or Spinco the MGP Group has asserted any claim or commenced any Action (collectively, a “Third Third-Party Claim”) that may implicate an Indemnifying Party’s obligation to indemnify pursuant to Sections 5.2, 5.3 Section 6.2 or 5.4Section 6.3, or any other Section of this Agreement or any other Transaction Document, the such Indemnified Party shall provide the give such Indemnifying Party written notice thereof as promptly as practicable (and no later than within twenty (20) days or sooner, if the nature of the Third Third-Party Claim so requires) after becoming aware of the Third such Third-Party Claim. Such Any such notice shall describe the Third Third-Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Third-Party Claim. Notwithstanding the foregoing, the failure of an any Indemnified Party or other Person to provide notice in accordance with this Section 5.6(a6.6(a) shall not relieve an the Indemnifying Party of its indemnification obligations under this AgreementArticle VI, except to the extent to which the that such Indemnifying Party is actually and materially prejudiced by the Indemnified Party’s such failure to provide notice in accordance with this Section 5.6(a)give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party receives Indemnitee shall receive written notice that from a Person (including any Governmental AuthorityEntity) that who is not a member of GGP the Parent Group or Spinco the NBH Group has asserted (a “Third Party”) of any claim or commenced of the commencement by any Action such Person of any action (collectively, a “Third Third-Party Claim”) that may implicate with respect to which an Indemnifying Party’s obligation Party may be obligated to indemnify provide indemnification to such Indemnitee pursuant to Sections 5.2, 5.3 Section 6.2 or 5.46.3, or any other Section of this Agreement or or, subject to Section 6.9, any other Transaction DocumentAncillary Agreement, the Indemnified Party such Indemnitee shall provide the give such Indemnifying Party written notice thereof as promptly as practicable within fourteen (and no later than twenty (2014) days or sooner, if the nature of the Third Party Claim so requires) after becoming aware receipt of the Third Party Claimsuch written notice. Such Any such notice shall describe the Third Third-Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnified Party Indemnitee relating to the Third Third-Party Claim. Notwithstanding the foregoing, the failure of an Indemnified Party Indemnitee to provide notice in accordance with this Section 5.6(a6.5(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party is actually shall demonstrate that it was materially prejudiced by the Indemnified PartyIndemnitee’s failure to provide notice in accordance with this Section 5.6(a6.5(a).

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party receives written notice that a Person (including any Governmental Authority) that is not a member of GGP the Xxxxxx Group or Spinco the FCPT Group has asserted any claim or commenced any Action (collectively, a “"Third Party Claim”") that may implicate an Indemnifying Party’s 's obligation to indemnify pursuant to Sections 5.27.2, 5.3 7.3 or 5.47.4, or any other Section of this Agreement or any other Transaction DocumentAgreement, the Indemnified Party shall provide the Indemnifying Party written notice thereof as promptly as practicable (and no later than twenty (20) days or sooner, if the nature of the Third Party Claim so requires) after becoming aware of the Third Party Claim. Such notice shall describe the Third Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. Notwithstanding the foregoing, the failure of an Indemnified Party to provide notice in accordance with this Section 5.6(a7.7(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party is actually prejudiced by the Indemnified Party’s 's failure to provide notice in accordance with this Section 5.6(a7.7(a).

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party receives written notice that a Person (including any Governmental AuthorityEntity) that is not a member of GGP Group MGM Party or Spinco Group a MGP Party has asserted any claim or commenced any Action action (collectively, a “Third Third-Party Claim”) that may implicate an Indemnifying Party’s obligation to indemnify pursuant to Sections 5.2, 5.3 Section 10.1 or 5.4Section 10.2, or any other Section of this Agreement or any other Transaction Ancillary Document, the such Indemnified Party shall provide the give such Indemnifying Party written notice thereof as promptly as practicable (and no later than within twenty (20) days or sooner, if the nature of the Third Third-Party Claim so requires) after becoming aware of the Third such Third-Party Claim. Such Any such notice shall describe the Third Third-Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Third-Party Claim. Notwithstanding the foregoing, the failure of an any Indemnified Party or other Person to provide notice in accordance with this Section 5.6(a10.4(a) shall not relieve an the Indemnifying Party of its indemnification obligations under this AgreementArticle X, except to the extent to which the that such Indemnifying Party is actually and materially prejudiced by the Indemnified Party’s such failure to provide notice in accordance with this Section 5.6(a)give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party receives written notice that a Person (including any Governmental Authority) that is not a member of GGP the Leucadia Group or Spinco the Crimson Group has asserted any claim or commenced any Action (collectively, a “Third Party Claim”) that may implicate an Indemnifying Party’s obligation to indemnify pursuant to Sections 5.2, 5.3 5.2 or 5.45.3, or any other Section of this Agreement or any other Transaction DocumentAncillary Agreement, the Indemnified Party shall provide the Indemnifying Party written notice thereof as promptly as practicable (and no later than twenty (20) 30 days or sooner, if the nature of the Third Party Claim so requires) after becoming aware of the Third Party Claim. Such notice shall describe the Third Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. Notwithstanding the foregoing, the failure of an Indemnified Party to provide notice in accordance with this Section 5.6(a5.5(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party is actually materially prejudiced by the Indemnified Party’s failure to provide notice in accordance with this Section 5.6(a5.5(a).

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party receives Indemnitee shall receive written notice that from a Person (including any Governmental Authority) that who is not a member of GGP the NOV Group or Spinco the SpinCo Group has asserted (a “Third Party”) of any claim or commenced of the commencement by any such Person of any Action (collectively, a “Third Third-Party Claim”) that may implicate with respect to which an Indemnifying Party’s obligation Party may be obligated to indemnify provide indemnification to such Indemnitee pursuant to Sections 5.2, 5.3 Section 5.2 or 5.45.3, or any other Section of this Agreement or or, subject to Section 5.14, any other Transaction DocumentAncillary Agreement, the Indemnified Party such Indemnitee shall provide the give such Indemnifying Party written notice thereof as promptly as practicable within fourteen (and no later than twenty (2014) days or sooner, if the nature of the Third Party Claim so requires) after becoming aware receipt of the Third Party Claimsuch written notice. Such Any such notice shall describe the Third Third-Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnified Party Indemnitee relating to the Third Third-Party Claim. Notwithstanding the foregoing, the failure of an Indemnified Party Indemnitee to provide notice in accordance with this Section 5.6(a5.5(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party is actually shall demonstrate that it was materially prejudiced by the Indemnified PartyIndemnitee’s failure to provide notice in accordance with this Section 5.6(a5.5(a).

Procedures for Indemnification of Third Party Claims. (ai) If a party entitled to indemnification under Section 7.02 (an Indemnified Party receives written "Indemnitee") shall receive notice that or otherwise learn of the assertion by a Person person, company or other entity (including including, without limitation, any Governmental AuthorityEntity) that (a "Person") who is not a member party to this Agreement, of GGP Group or Spinco Group has asserted any claim or commenced of the commencement or threat by any Action such Person of any action, suit, arbitration, inquiry, proceeding or investigation by or before any court or other Governmental Agency (collectively, a “"Third Party Claim”") that with respect to which the other party may implicate be obligated to provide indemnification pursuant to Section 7.02 (an "Indemnifying Party’s obligation to indemnify pursuant to Sections 5.2"), 5.3 or 5.4, or any other Section of this Agreement or any other Transaction Document, the Indemnified Party such Indemnitee shall provide the give such Indemnifying Party written notice thereof as promptly as practicable (and no later than twenty (20) days or sooner, if the nature of the Third Party Claim so requires) after becoming aware of the such Third Party ClaimClaim and in no event later than the second anniversary of the Closing Date; provided that the failure of any Indemnitee to give notice or any delay in giving notice as provided in this Section 7.03(a) shall not relieve the related Indemnifying Party of its obligations under this Article VII, except to the extent that such Indemnifying Party is prejudiced by such failure to give or delay in giving notice. Such notice shall describe the Third Party Claim in reasonable detail and include copies and, if ascertainable, shall indicate the amount (estimated if necessary) of all notices and documents (including court papers) received the Loss that has been or may be sustained by the Indemnified Party relating to the Third Party Claim. Notwithstanding the foregoing, the failure of an Indemnified Party to provide notice in accordance with this Section 5.6(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party is actually prejudiced by the Indemnified Party’s failure to provide notice in accordance with this Section 5.6(a)such Indemnitee.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Indemnitee shall receive notice or otherwise learn of a Third-Party receives written notice that a Person (including any Governmental Authority) that is not a member of GGP Group or Spinco Group has asserted any claim or commenced any Action (collectively, a “Third Party Claim”) that may implicate Claim with respect to which an Indemnifying Party’s obligation Party may be obligated to indemnify provide indemnification to such Indemnitee pursuant to Sections 5.2, 5.3 or 5.4, or any other Section of this Agreement or any other Transaction DocumentAncillary Agreement, the Indemnified Party such Indemnitee shall provide the give such Indemnifying Party written notice thereof as promptly soon as practicable (and reasonably practicable, but no later than twenty thirty (2030) days or sooner, if the nature of the Third Party Claim so requires) after becoming aware of the Third such Third-Party Claim. Such Any such notice shall describe the Third Third- Party Claim in reasonable detail and include copies of all notices and documents (including demand letters and motions, pleadings and other court papers) received by the Indemnified Party Indemnitee relating to the Third Third-Party Claim. Notwithstanding the foregoing, the failure of an Indemnified any Indemnitee or other Person to give notice as provided in this Section 9.5(a) shall not relieve the Indemnifying Party from which indemnification hereunder is sought of its obligations under this Article IX, except to provide the extent that such Indemnifying Party is actually prejudiced by such failure to give notice in accordance with this Section 5.6(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party is actually prejudiced by the Indemnified Party’s failure to provide notice in accordance with this Section 5.6(a9.5(a).

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party receives written notice that a Person (including any Governmental Authority) that is not a member of GGP Group or Spinco Group has asserted any claim or commenced any Action (collectively, a “Third Party Claim”) that may implicate an Indemnifying Party’s obligation to indemnify pursuant to Sections 5.2, 5.3 or 5.4, or any other Section of this Agreement or any other Transaction DocumentAncillary Agreement, the Indemnified Party shall provide the Indemnifying Party written notice thereof as promptly as practicable (and no later than twenty (20) 20 days or sooner, if the nature of the Third Party Claim so requires) after becoming aware of the Third Party Claim. Such notice shall describe the Third Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. Notwithstanding the foregoing, the failure of an Indemnified Party to provide notice in accordance with this Section 5.6(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party is actually prejudiced by the Indemnified Party’s failure to provide notice in accordance with this Section 5.6(a).

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party receives written notice that a Person (including any Governmental Authority) that is not a member of GGP the RemainCo Group or Spinco the SpinCo Group has asserted any claim or commenced any Action (collectively, a “Third Party Claim”) that may implicate an Indemnifying Party’s obligation to indemnify pursuant to Sections 5.2, 5.3 Section 5.2 or 5.4Section 5.3, or any other Section of this Agreement or any other Transaction Document, the Indemnified Party shall provide the Indemnifying Party written notice thereof as promptly as practicable (and no later than twenty (20) days or sooner, if the nature of the Third Party Claim so requires) after becoming aware of the Third Party Claim. Such notice shall describe the Third Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. Notwithstanding the foregoing, the failure of an Indemnified Party to provide notice in accordance with this Section 5.6(a5.5(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party is actually prejudiced by the Indemnified Party’s failure to provide notice in accordance with this Section 5.6(a5.5(a).

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Indemnitee shall receive notice or otherwise learn of a Third-Party receives written notice that a Person (including any Governmental Authority) that is not a member of GGP Group or Spinco Group has asserted any claim or commenced any Action (collectively, a “Third Party Claim”) that may implicate Claim with respect to which an Indemnifying Party’s obligation Party may be obligated to indemnify provide indemnification to such Indemnitee pursuant to Sections 5.2, 5.3 or 5.4, or any other Section of this Agreement or any other Transaction DocumentAncillary Agreement, the Indemnified Party such Indemnitee shall provide the give such Indemnifying Party written notice thereof as promptly soon as practicable (and reasonably practicable, but no later than twenty (20) 30 days or sooner, if the nature of the Third Party Claim so requires) after becoming aware of the Third such Third-Party Claim. Such Any such notice shall describe the Third Third-Party Claim in reasonable detail and include copies of all notices and documents (including demand letters and motions, pleadings and other court papers) received by the Indemnified Party Indemnitee relating to the Third Third-Party Claim. Notwithstanding the foregoing, the failure of an Indemnified any Indemnitee or other Person to give notice as provided in this Section 6.05(a) shall not relieve the Indemnifying Party from which indemnification hereunder is sought of its obligations under this Article VI, except to provide the extent that such Indemnifying Party is actually prejudiced by such failure to give notice in accordance with this Section 5.6(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement6.05(a). Confidential Treatment Requested by DT Midstream, except Inc. Pursuant to the extent to which the Indemnifying Party is actually prejudiced by the Indemnified Party’s failure to provide notice in accordance with this 17 C.F.R. Section 5.6(a).200.83

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Indemnitee shall receive notice or otherwise learn of a Third-Party receives written notice that a Person (including any Governmental Authority) that is not a member of GGP Group or Spinco Group has asserted any claim or commenced any Action (collectively, a “Third Party Claim”) that may implicate Claim with respect to which an Indemnifying Party’s obligation Party may be obligated to indemnify provide indemnification to such Indemnitee pursuant to Sections 5.2, 5.3 or 5.4, or any other Section of this Agreement or any other Transaction DocumentAncillary Agreement, the Indemnified Party such Indemnitee shall provide the give such Indemnifying Party written notice thereof as promptly soon as practicable (and reasonably practicable, but no later than twenty (20) 30 days or sooner, if the nature of the Third Party Claim so requires) after becoming aware of the Third such Third-Party Claim. Such Any such notice shall describe the Third Third-Party Claim in reasonable detail and include copies of all notices and documents (including demand letters and motions, pleadings and other court papers) received by the Indemnified Party Indemnitee relating to the Third Third-Party Claim. Notwithstanding the foregoing, the failure of an Indemnified any Indemnitee or other Person to give notice as provided in this Section 5.05(a) shall not relieve the Indemnifying Party from which indemnification hereunder is sought of its obligations under this Article V, except to provide the extent that such Indemnifying Party is actually prejudiced by such failure to give notice in accordance with this Section 5.6(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party is actually prejudiced by the Indemnified Party’s failure to provide notice in accordance with this Section 5.6(a5.05(a).

Procedures for Indemnification of Third Party Claims. (a) 6.4.1 If an Indemnified Party receives written Indemnitee shall receive notice that or otherwise learn of the assertion by a Person person (including any Governmental Authority) that who is not a member SIH, an Affiliate of GGP Group SIH, ESH or Spinco Group has asserted any ESH Subsidiary of any claim or commenced of the commencement by any such person of any Action (collectively, a “Third Party Claim”) that may implicate with respect to which an Indemnifying Party’s obligation Party may be obligated to indemnify provide indemnification to such Indemnitee pursuant to Sections 5.2, 5.3 Clause 6.2 or 5.4Clause 6.3, or any other Section Clause of this Agreement or any other Transaction DocumentAgreement, the Indemnified Party such Indemnitee shall provide the give such Indemnifying Party written notice thereof as promptly soon as reasonably practicable (and no later than twenty (20) days or sooner, if the nature of the Third Party Claim so requires) after becoming aware of the such Third Party Claim. Such Any such notice shall describe the Third Party Claim in reasonable detail and include copies shall not admit, compromise, settle, discharge or otherwise deal with such claim without the prior agreement of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party ClaimIndemnifying Party. Notwithstanding the foregoing, the failure of an Indemnified Party any Indemnitee or other person to provide give notice as provided in accordance with this Section 5.6(a) Clause 6.4.1 shall not relieve an the related Indemnifying Party of its indemnification obligations under this AgreementClause 6, except to the extent to which the that such Indemnifying Party is actually prejudiced by the Indemnified Party’s such failure to provide notice in accordance with this Section 5.6(a)give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party receives written notice that a Person (including any Governmental AuthorityEntity) that is not a member of GGP Group an MGM Party or Spinco Group an MGP Party has asserted any claim or commenced any Action action (collectively, a “Third Third-Party Claim”) that may implicate an Indemnifying Party’s obligation to indemnify pursuant to Sections 5.2, 5.3 Section 10.1 or 5.4Section 10.2, or any other Section of this Agreement or any other Transaction Ancillary Document, the such Indemnified Party shall provide the give such Indemnifying Party written notice thereof as promptly as practicable (and no later than within twenty (20) days or sooner, if the nature of the Third Third-Party Claim so requires) after becoming aware of the Third such Third-Party Claim. Such Any such notice shall describe the Third Third-Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Third-Party Claim. Notwithstanding the foregoing, the failure of an any Indemnified Party or other Person to provide notice in accordance with this Section 5.6(a10.4(a) shall not relieve an the Indemnifying Party of its indemnification obligations under this AgreementArticle X, except to the extent to which the that such Indemnifying Party is actually and materially prejudiced by the Indemnified Party’s such failure to provide notice in accordance with this Section 5.6(a)give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party receives written Indemnitee shall receive notice that or otherwise learn of the assertion by a Person (including any Governmental Authority) that who is not a member of GGP Person in the CIBC Group or Spinco the Company Group has asserted of any claim or commenced of the commencement by any such Person of any Action with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 9.01 or Section 9.02, or any other Section of this Agreement (collectively, a “Third Party Claim”) that may implicate an Indemnifying Party’s obligation to indemnify pursuant to Sections 5.2), 5.3 or 5.4, or any other Section of this Agreement or any other Transaction Document, the Indemnified Party such Indemnitee shall provide the give such Indemnifying Party written notice thereof as promptly as practicable (and no later than twenty in any event within thirty (2030) days or sooner, if the nature of the Third Party Claim so requiresdays) after becoming aware of the such Third Party Claim. Such Any such notice shall describe the Third Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claimdetail. Notwithstanding the foregoing, the failure of an Indemnified Party any Indemnitee or other Person to provide give notice as provided in accordance with this Section 5.6(a9.04(a) shall not relieve an the related Indemnifying Party of its indemnification obligations under this AgreementArticle 9, except to the extent extent, and only to which the extent, that such Indemnifying Party is actually prejudiced by the Indemnified Party’s such failure to provide notice in accordance with this Section 5.6(a)give notice.

Procedures for Indemnification of Third Party Claims. (a) If a person entitled to indemnification hereunder (an Indemnified Party receives written “Indemnitee”) shall receive notice that or otherwise learn of the assertion by a Person (including including, without limitation, any Governmental Authority) that who is not a member party to this Agreement, of GGP Group or Spinco Group has asserted any claim or commenced of the commencement by any Action such Person of any action (collectively, a “Third Party Claim”) that may implicate with respect to which another party (an “Indemnifying Party’s obligation ”) may be obligated to indemnify provide indemnification pursuant to Sections 5.2hereto, 5.3 or 5.4, or any other Section of this Agreement or any other Transaction Document, the Indemnified Party such Indemnitee shall provide the give such Indemnifying Party written notice thereof as promptly as practicable (and no later than twenty (20) days or sooner, if the nature of the Third Party Claim so requires) after becoming aware of the such Third Party Claim, provided that the failure of any Indemnitee to give such notice shall not relieve the related Indemnifying Party of its obligations under this Article, except to the extent that such Indemnifying Party is prejudiced by such failure to give notice. Such notice shall describe the Third Party Claim in reasonable detail and include copies and, if ascertainable, shall indicate the amount (estimated if necessary) of all notices and documents (including court papers) received the Loss that has been or may be sustained by the Indemnified Party relating to the Third Party Claim. Notwithstanding the foregoing, the failure of an Indemnified Party to provide notice in accordance with this Section 5.6(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party is actually prejudiced by the Indemnified Party’s failure to provide notice in accordance with this Section 5.6(a)such Indemnitee.

Procedures for Indemnification of Third Party Claims. (ai) If a party entitled to indemnification under Section 7.02 (an Indemnified Party receives written "Indemnitee") shall receive notice that or otherwise learn of the assertion by a Person person, company or other entity (including including, without limitation, any Governmental AuthorityEntity) that (a "Person") who is not a member party to this Agreement, of GGP Group or Spinco Group has asserted any claim or commenced of the commencement or threat by any Action such Person of any action, suit, arbitration, inquiry, proceeding or investigation by or before any court or other Governmental Agency (collectively, a “"Third Party Claim”") that with respect to which the other party may implicate be obligated to provide indemnification pursuant to Section 7.02 (an "Indemnifying Party’s obligation to indemnify pursuant to Sections 5.2"), 5.3 or 5.4, or any other Section of this Agreement or any other Transaction Document, the Indemnified Party such Indemnitee shall provide the give such Indemnifying Party written notice thereof as promptly as practicable (and no later than twenty (20) days or sooner, if the nature of the Third Party Claim so requires) after becoming aware of the such Third Party ClaimClaim and in no event later than the second anniversary of the Closing Date; provided that the -------- failure of any Indemnitee to give notice or any delay in giving notice as provided in this Section 7.03(a) shall not relieve the related Indemnifying Party of its obligations under this Article VII, except to the extent that such Indemnifying Party is prejudiced by such failure to give or delay in giving notice. Such notice shall describe the Third Party Claim in reasonable detail and include copies and, if ascertainable, shall indicate the amount (estimated if necessary) of all notices and documents (including court papers) received the Loss that has been or may be sustained by the Indemnified Party relating to the Third Party Claim. Notwithstanding the foregoing, the failure of an Indemnified Party to provide notice in accordance with this Section 5.6(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party is actually prejudiced by the Indemnified Party’s failure to provide notice in accordance with this Section 5.6(a)such Indemnitee.