Common use of Procedures Relating to Indemnification Clause in Contracts

Procedures Relating to Indemnification. (a) In order for a party (the “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement in respect of a claim or demand made by any other Person against the Indemnified Party (a “Third-Party Claim”), such Indemnified Party must notify the indemnifying party (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third-Party Claim as promptly as reasonably possible after receipt, but in no event later than 10 Business Days after receipt, by such Indemnified Party of notice of the Third-Party Claim; provided that failure to give such notification on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five Business Days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third-Party Claim.

Procedures Relating to Indemnification. (a) In order for a party (the “Indemnified Party”) to be entitled to seek any indemnification provided for under this Agreement (such party, the “Claiming Party”), in respect of a claim or demand made against the Claiming Party by any other Person against the Indemnified Party who is not a party to this Agreement or an Affiliate thereof (a “Third-Party Claim”), such Indemnified Claiming Party must notify the indemnifying party to this Agreement that is or may be required to provide indemnification hereunder with respect to such Third-Party Claim (the “Indemnifying Defending Party”) in writing, and in reasonable detail, of the Third-Party Claim as promptly as reasonably possible after receipt, but in no any event later than 10 Business Days within fifteen (15) days after receipt, receipt by such Indemnified Claiming Party of notice of the Third-Party Claim (or within such shorter time as may be necessary to give the Defending Party a reasonable opportunity to respond to and defend such Third-Party Claim); provided that any delay or failure to give in giving such notification on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Defending Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnified Claiming Party shall deliver to the Indemnifying Defending Party, within five (5) Business Days after the Indemnified Claiming Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Claiming Party relating to the Third-Party Claim.

Procedures Relating to Indemnification. (a) In order for a party (the “any Indemnified Party”) Party to be entitled to any indemnification provided for under this Agreement in respect arising out of a claim or demand made by any other Person against the Indemnified Party (a “Third-Party Claim”), such Indemnified Party must notify the indemnifying party Indemnifying Party in writing (the “Indemnifying Party”) in writing, and in reasonable detail, ) of the Third-Party Claim as promptly as reasonably possible after receipt, (but in no event later more than 10 Business Days after receipt, days) following receipt by such Indemnified Party of notice of the Third-Party Claim; provided that . The failure to give such notification on a timely basis so notify shall not affect the indemnification provided hereunder except to the extent relieve the Indemnifying Party shall of any liability it (or they) may have been actually prejudiced as a result of to such failureIndemnified Party if such failure does not prejudice the Indemnifying Party. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five Business Days after promptly following the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third-Party Claim.

Procedures Relating to Indemnification. (ai) In order for a party (the “Indemnified Party”"INDEMNIFIED PARTY") to be entitled to any indemnification provided for under this Agreement in respect of a claim or demand made by any other Person against the Indemnified Party (a “Third-Party Claim”"THIRD PARTY CLAIM"), such Indemnified Party must notify the indemnifying party (the “Indemnifying Party”"INDEMNIFYING PARTY") in writing, and in reasonable detail, of the Third-Third Party Claim as promptly as reasonably possible after receipt, but in no event later than 10 Business Days after receipt, receipt by such Indemnified Party of notice of the Third-Third Party Claim; provided that PROVIDED THAT failure to give such notification on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five Business Days business days after the Indemnified Party’s 's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third-Third Party Claim.

Procedures Relating to Indemnification. (a) In order for a party (the “Indemnified Party”) an Indemnitee to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any other Person who is not an Indemnitee against the Indemnified Party Indemnitee (a “Third-"Third Party Claim”"), such Indemnified Party Indemnitee must notify the indemnifying party who may become obligated to provide indemnification hereunder (the “Indemnifying Party”"indemnifying party") in writing, and in reasonable detail, of the Third-Third Party Claim as promptly as reasonably possible promptly, and in any event within 20 business days after receipt, but in no event later than 10 Business Days after receipt, receipt by such Indemnified Party Indemnitee of written notice of the Third-Third Party Claim; provided provided, however, that failure to give such notification on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party indemnifying party shall have been actually prejudiced as a result of such failure. Thereafter; provided further, however, that with respect to any matter for which any GBC Indemnitor is the indemnifying party, such GBC Indemnitor shall be deemed to have received notice with respect to all matters by or against any Retained Company that arose prior to, or were otherwise pending at, the Indemnified Party Effective Time. After any required notification (if applicable), the Indemnitee shall deliver to the Indemnifying Partyindemnifying party, within five Business Days promptly after the Indemnified Party’s Indemnitee's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party Indemnitee relating to the Third-Third Party Claim.

Procedures Relating to Indemnification. (a) In order for a party (the “Indemnified Party”) Party to be entitled to seek any indemnification provided for under this Agreement (such Party, the “Claiming Party”), in respect of a claim or demand made against the Claiming Party by any other Person against the Indemnified Party who is not a party to this Agreement or an Affiliate thereof (a “Third-Party Claim”), such Indemnified Claiming Party must notify the indemnifying party Party to this Agreement that is or may be required to provide indemnification hereunder with respect to such Third-Party Claim (the “Indemnifying Defending Party”) in writing, and in reasonable detail, of the Third-Party Claim as promptly as reasonably possible after receipt, but in no any event later than 10 Business Days within fifteen (15) days after receipt, receipt by such Indemnified Claiming Party of notice of the Third-Party Claim (or within such shorter time as may be necessary to give the Defending Party a reasonable opportunity to respond to and defend such Third-Party Claim); provided that any delay or failure to give in giving such notification on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Defending Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnified Claiming Party shall deliver to the Indemnifying Defending Party, within five (5) Business Days after the Indemnified Claiming Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Claiming Party relating to the Third-Party Claim.

Procedures Relating to Indemnification. (a) In order for a party (the “Indemnified Party”) an Indemnitee to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any other Person who is not an Indemnitee against the Indemnified Party such Indemnitee (a “Third-"Third Party Claim”"), such Indemnified Party Indemnitee must notify the indemnifying party who may become obligated to provide indemnification hereunder (the “"Indemnifying Party”") in writing, and in reasonable detail, of the Third-Third Party Claim as promptly as reasonably possible promptly, and in any event within 20 days after receipt, but in no event later than 10 Business Days after receipt, receipt by such Indemnified Party Indemnitee of written notice of the Third-Third Party Claim; provided provided, however, that failure to give such notification on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure; provided, further, however, that no such notice shall need to be given by any B&W Indemnitee with respect to Third Party Claims arising as a result of any Action pending as of the date of this Agreement. ThereafterAfter any required notification (if applicable), the Indemnified Party Indemnitee shall deliver to the Indemnifying Party, within five Business Days promptly after the Indemnified Party’s Indemnitee's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party Indemnitee relating to the Third-Third Party Claim.

Procedures Relating to Indemnification. (a) In order for a party (the “Indemnified Party”"INDEMNIFIED PARTY") to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any other Person against the Indemnified Party (a “Third-Party Claim”"THIRD PARTY CLAIM"), such Indemnified Party must notify the indemnifying party with the obligation to indemnify the Indemnified Party under this Agreement (the “Indemnifying Party”"INDEMNIFYING PARTY") in writing, writing (and in reasonable detail, ) of the Third-Third Party Claim as promptly as reasonably possible after receipt, (but in no event later more than 10 Business Days after receipt, 30 days) following receipt by such Indemnified Party of notice of the Third-Third Party Claim; provided that . The failure by any Indemnified Party to give such notification on a timely basis so notify the Indemnifying Party shall not affect relieve the indemnification provided hereunder Indemnifying Party from any Liability that it may have to such Indemnified Party, except to the extent that the Indemnifying Party shall have demonstrates that it has been actually prejudiced as a result of by such failure. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five Business Days after promptly following the Indemnified Party’s 's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party indemnified party relating to the Third-Third Party Claim.

Procedures Relating to Indemnification. (a) In order Promptly after receipt by any Buyer Indemnitees or Seller Indemnitees (for a party (purposes of this Section 9.05, the “Indemnified Party”) to be entitled to of any indemnification provided for under this Agreement in respect of a Proceeding, claim or demand made against it by any other Person against the Indemnified Party a third party (a “Third-Party Claim”), such Indemnified Party must notify the ) which gives rise to a claim for indemnification against an indemnifying party under this Agreement (the “Indemnifying Party”) ), then the Indemnified Party will as promptly as practicable send notice in writing, and in reasonable detail, of the Third-Party Claim as promptly as reasonably possible after receipt(including the factual basis for the Third-Party Claim, but in no event later than 10 Business Days after receiptand, by such Indemnified Party of notice to the extent known, the amount of the Third-Party Claim) to the Indemnifying Party; provided provided, however, that failure to give such notification on a timely basis shall to the Indemnifying Party will not affect relieve the indemnification provided hereunder Indemnifying Party of any liability that it may have to any Indemnified Party, except to the extent the Indemnifying Party shall have been is actually prejudiced as a result of by the Indemnified Party’s failure to give such failurenotice. Thereafter, the Indemnified Party shall will deliver to the Indemnifying Party, within five Business Days as promptly as reasonably practicable after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the such Third-Party Claim.

Procedures Relating to Indemnification. (a) In order for a party (the “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement in respect of a claim claim, suit or demand made by any other Person against the Indemnified Party (a “Third-Third Party Claim”), such Indemnified Party must notify the indemnifying party (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third-Third Party Claim as promptly as reasonably possible after receipt, but in no event later than 10 Business Days after receipt, and the facts known by such the Indemnified Party of relating thereto promptly within 30 days after receiving written notice of the Third-from a third party which may give rise to a Third Party Claim; provided provided, however, that failure to give such notification on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five seven (7) Business Days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received delivered by such Person to the Indemnified Party relating to the Third-Third Party Claim.

Procedures Relating to Indemnification. (a) In order for a party Purchaser Indemnified Party or a Seller Indemnified Party (in each case, as applicable, the “Indemnified Party”) to be entitled to any indemnification provided for under pursuant to this Agreement Article X in respect of, arising out of or involving a claim or demand made by any other Person against the Indemnified Party (a “Third-Third Party Claim”), such Indemnified Party must notify the indemnifying party Person from which such Indemnified Party is claiming indemnification (the “Indemnifying Party”) in writingwriting of (and in reasonable detail regarding) the Third Party Claim promptly, and in reasonable detail, of the Third-Party Claim as promptly as reasonably possible after receipt, but in no any event later than within 10 Business Days Days, after receipt, receipt by such Indemnified Party of notice of the Third-Third Party Claim; provided provided, however, that failure to give such notification on a timely basis shall not affect the indemnification provided hereunder under this Agreement except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to the Indemnifying PartyParty promptly, and in any event within five 10 Business Days Days, after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third-Third Party Claim.

Procedures Relating to Indemnification. (a) In order for a any indemnified party (the “Indemnified Party”) specified in Section 6.02 to be entitled to make a claim for any indemnification as provided for under this Agreement Section 6.02 in respect of, arising out of or involving a claim or demand made by any other Person person against the Indemnified Party (a “Third-Party Claim”), such Indemnified Party must notify the indemnifying party (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third-Party Claim as promptly as reasonably possible after receipt, but in no event later than 10 within twenty Business Days after receipt, receipt by such Indemnified Party of written notice of the Third-Party Claim; provided provided, however, that failure to give such notification on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five Business Days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third-Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been prejudiced as a result of such failure.

Procedures Relating to Indemnification. (ai) In order for a party Person that has rights of indemnification under this Agreement (the each, an “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement in respect of a claim or demand made by any other Person against the Indemnified Party (a “Third-Third Party Claim”), such Indemnified Party must notify the indemnifying party (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third-Third Party Claim as promptly as reasonably possible after receipt, but in no event later than 10 Business Days after receipt, receipt by such Indemnified Party of notice of the Third-Third Party Claim; provided that failure to give such notification on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure; provided further that, for purposes of making claims against the Escrow Amount, written notice to the Representative shall be deemed written notice to the Indemnifying Party pursuant to this Section 10F(i). Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five (5) Business Days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third-Third Party Claim.

Procedures Relating to Indemnification. (a) In order for a party Person (the “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement in respect of a Proceeding instituted or any claim or demand made by any other Person against the Indemnified Party (a “Third-Party Claim”), such Indemnified Party must notify the indemnifying party (the “Indemnifying Party”) in writing, and in reasonable detaildetail (including a description of the claim, the amount thereof (if known and quantifiable) and the basis thereof and the provisions of this Agreement upon which such claim for indemnification is made), of the Third-Party Claim as promptly as reasonably possible after receipt, but in no event later than 10 ten (10) Business Days after receipt, by such Indemnified Party of notice of the Third-Party Claim; provided that failure to give such notification on a timely basis shall not release, waive or otherwise affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five (5) Business Days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third-Party Claim.

Procedures Relating to Indemnification. (a) In order for a an indemnified party (the “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement Article 12 in respect of, arising out of or involving a claim or demand made by any Person (other Person than a party hereto or Affiliate thereof) against the Indemnified Party indemnified party (a “Third-Party Claim”), such Indemnified Party indemnified party must notify the indemnifying party (the “Indemnifying Party”) in writing, and in reasonable detaildetail and must indicate the amount (estimated, if necessary and to the extent feasible), of the Third-Party Claim as promptly as reasonably possible practicable after receipt, but in no event later than 10 Business Days after receipt, receipt by such Indemnified Party indemnified party of notice of the Third-Party Claim; provided provided, however, that failure to give such notification on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party indemnifying party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party The indemnified party shall deliver to the Indemnifying Partyindemnifying party, within five ten Business Days after the Indemnified Partyindemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party indemnified party relating to the Third-Party Claim.

Procedures Relating to Indemnification. (a) In order for a party (the “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement in respect of a claim or demand made by any Person other Person than a party to this Agreement (a “Third Party”) against the Indemnified Party (a “Third-Party Claim”), such Indemnified Party must notify the indemnifying party (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third-Party Claim as promptly as reasonably possible after receipt, but in no event later than 10 Business Days three calendar days after receipt, by such Indemnified Party of notice of the Third-Party Claim; provided that failure to give such notification on a timely basis shall will not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall will have been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall will deliver to the Indemnifying Party, within five Business Days (5) business days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third-Party Claim.

Procedures Relating to Indemnification. (ai) In order for a party (the “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any other Person person, firm, Governmental Authority or corporation against the Indemnified Party (a “Third-Third Party Claim”), such Indemnified Party must notify the indemnifying party (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third-Third Party Claim as promptly as reasonably possible after receipt, but in no event later than 10 Business Days after receipt, receipt by such Indemnified Party of notice of the Third-Third Party Claim; provided provided, however, that failure to give such notification on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party indemnifying party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to the Indemnifying Partyindemnifying party, within five Business Days business days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third-Third Party Claim.

Procedures Relating to Indemnification. (ai) In order for a party Person who has rights of any indemnification under this Agreement (the each, an “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement in respect of a claim or demand made by any other Person against the Indemnified Party (a “Third-Third Party Claim”), such Indemnified Party must notify the indemnifying party (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third-Third Party Claim as promptly as reasonably possible after receipt, but in no event later than 10 Business Days after receipt, receipt by such Indemnified Party of notice of the Third-Third Party Claim; provided that failure to give such notification on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five (5) Business Days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third-Third Party Claim; provided that failure to deliver such notices and documents shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure.

Procedures Relating to Indemnification. (a) In order for a party either the Seller Indemnified Parties or the Buyer Indemnified Parties (the “"Indemnified Party”") to be entitled to any indemnification by a Party ("Indemnifying Party") provided for under this Agreement in respect of, arising out of or involving a claim or demand made Claim by any other a Third Person ("Third Person Claim") against the Indemnified Party (a “Third-Party Claim”)Party, such Indemnified Party must notify the indemnifying party (the “Indemnifying Party”) Party in writing, and in reasonable detail, of the Third-Party Third Person Claim as promptly as reasonably possible within ten (10) business days after receipt, but in no event later than 10 Business Days after receipt, receipt by such Indemnified Party of written notice of the Third-Party Third Person Claim; provided provided, however, that failure to give such notification on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failurefailure (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). Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five Business Days business days after the Indemnified Party’s 's receipt thereof, copies of all notices and documents document (including court papers) received by the Indemnified Party relating to the Third-Party Third Person Claim.

Procedures Relating to Indemnification. (a) In order for a party Person (the “Indemnified Party”) to be entitled to any indemnification provided for under pursuant to this Agreement Article XI in respect of, arising out of or involving a claim or demand made by any other Person against the Indemnified Party (a “Third-Third Party Claim”), such Indemnified Party must notify the indemnifying party Person from which such Indemnified Party is claiming indemnification (the “Indemnifying Party”) in writingwriting of (and in reasonable detail regarding) the Third Party Claim promptly, and in reasonable detailany event within ten (10) business days, of the Third-Party Claim as promptly as reasonably possible after receipt, but in no event later than 10 Business Days after receipt, receipt by such Indemnified Party of notice of the Third-Third Party Claim; provided provided, however, that failure to give such notification on a timely basis shall not affect the indemnification provided hereunder under this Agreement except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failurefailure (except that the Indemnifying Party shall not be liable for any expenses incurred prior to the day on which the Indemnified Party gives such notice). Thereafter, the Indemnified Party shall deliver to the Indemnifying PartyIndemnified Party promptly, and in any event within five Business Days (5) business days, after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third-Third Party Claim.

Procedures Relating to Indemnification. (ae) In order for a party Person (the “"Indemnified Party”") to be entitled to any indemnification provided for under this Agreement in respect of a claim or demand made by any other Person against the Indemnified Party (a “Third-"Third Party Claim”"), such Indemnified Party must notify the indemnifying party (the “"Indemnifying Party”") in writing, and in reasonable detaildetail (including a description of the claim, the amount thereof (if known and quantifiable) and the basis thereof and the provisions of this Agreement upon which such claim for indemnification is made), of the Third-Third Party Claim as promptly as reasonably possible after receipt, but in no event later than 10 five Business Days after receipt, by such Indemnified Party of notice of the Third-Third Party Claim; provided that failure to give such notification on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five Business Days after the Indemnified Party’s 's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third-Third Party Claim.

Procedures Relating to Indemnification. (a) In order for a party (the “an Indemnified Party”) Party to be entitled to any indemnification provided for under this Agreement Article 11 in respect of, arising out of or involving a claim or demand made by any Person (other Person than a Party or Affiliate thereof) against the Indemnified Party (each, a “Third-Party Claim”), such Indemnified Party must notify the indemnifying party (the “Indemnifying Party”) Party in writing, and in reasonable detail, of the Third-Party Claim as promptly as reasonably possible practicable after receipt, but in no event later than 10 Business Days after receipt, receipt by such Indemnified Party of written notice of the Third-Party Claim; provided , except that failure to give such notification on a timely basis shall will not affect the indemnification provided hereunder except to the extent the Indemnifying indemnifying Party shall will have been actually and materially prejudiced as a result of such failure. Thereafter, the The Indemnified Party shall deliver to the Indemnifying indemnifying Party, within five (5) Business Days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party indemnified party relating to the Third-Party Claim.

Procedures Relating to Indemnification. (a) In order for a any indemnified party (the “Indemnified Party”) specified in Section 6.1 or 6.2, as applicable, to be entitled to any indemnification provided for under this Agreement in respect Section 6.1 or 6.2, respectively, arising out of a or resulting from any claim or demand made by any Person other Person than the parties hereto or any of their Affiliates against the Indemnified Party (each, a “Third-Third Party Claim”), such Indemnified Party must notify the indemnifying party (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third-Third Party Claim as promptly as reasonably possible after receipt, but in no event later than 10 Business Days after receipt, receipt by such Indemnified Party of written notice of the Third-Third Party Claim; provided provided, however, that failure to give such notification on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been materially and actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five Business Days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third-Third Party Claim.

Procedures Relating to Indemnification. (a) In order for a party Person (the “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement in respect of a claim or demand made by any other non-Affiliated Person against the Indemnified Party (a “Third-Party Claim”), such Indemnified Party must notify the indemnifying party (the “Indemnifying Party”) in writing, and in reasonable detaildetail (including a description of the claim, the amount thereof (if known and quantifiable) and the basis thereof and the provisions of this Agreement upon which such claim for indemnification is made), of the Third-Party Claim as promptly as reasonably possible after receipt, but in no event later than 10 five (5) Business Days after receipt, by such Indemnified Party of notice of the Third-Party Claim; provided provided, that failure to give such notification on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five (5) Business Days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third-Party Claim.

Procedures Relating to Indemnification. (a) In order for a party Buyer Indemnified Party or a Seller Indemnified Party (as the case may be, the “Indemnified Party”) to be entitled to any indemnification provided for under pursuant to this Agreement Article IX 72 _ in respect of, arising out of or involving a claim or demand (other than a Tax Claim) made by any other Person against the such Indemnified Party (a “Third-Third Party Claim”), such Indemnified Party must notify the indemnifying party in writing of (and in reasonable detail regarding) the “Indemnifying Party”) in writingThird Party Claim promptly, and in reasonable detail, of the Third-Party Claim as promptly as reasonably possible after receipt, but in no any event later than within 10 Business Days Days, after receipt, receipt by such Indemnified Party indemnified party of written notice of the Third-Third Party Claim; provided provided, however, that failure to give such notification on a timely basis shall not affect the indemnification provided hereunder under this Agreement except to the extent the Indemnifying Party indemnifying party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to the Indemnifying Partyindemnifying party, within five Business Days after promptly following the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third-Third Party Claim.

Procedures Relating to Indemnification. (a) In order for a an indemnified party (the “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement Article 11 in respect of, arising out of or involving a claim or demand made by any Person (other Person than a party hereto or Affiliate thereof) against the Indemnified Party indemnified party (a “Third-Party Claim”), such Indemnified Party indemnified party must notify the indemnifying party in writing (the a “Indemnifying PartyClaims Notice”) in writing), and in reasonable detail, of the Third-Party Claim as promptly as reasonably possible practicable after receipt, but in no event later than 10 Business Days after receipt, receipt by such Indemnified Party indemnified party of written notice of the Third-Party Claim; provided provided, however, that failure to give such notification on provide a timely basis Claims Notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party indemnifying party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party The indemnified party shall deliver to the Indemnifying Partyindemnifying party, within five ten (10) Business Days after the Indemnified Partyindemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party indemnified party relating to the Third-Party Claim.

Procedures Relating to Indemnification. (a) In order for a party (the “Indemnified Party”) an Indemnitee to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any other Person who is not an Indemnitee against the Indemnified Party Indemnitee (a “Third-Third Party Claim”), such Indemnified Party Indemnitee must notify the indemnifying party who may become obligated to provide indemnification hereunder (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third-Third Party Claim as promptly as reasonably possible promptly, and in any event within 20 business days after receipt, but in no event later than 10 Business Days after receipt, receipt by such Indemnified Party Indemnitee of written notice of the Third-Third Party Claim; provided provided, however, that failure to give such notification on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure; provided further, however, that with respect to any Third Party Claim for which Newco or any Newco Subsidiary Indemnitor is the Indemnifying Party, such Indemnifying Party shall be deemed to have received notice with respect to such Third Party Claim by or against any Sunrise Company for which the Company received notice prior to the Effective Time. ThereafterAfter any required notification (if applicable), the Indemnified Party Indemnitee shall deliver to the Indemnifying Party, within five Business Days promptly after the Indemnified PartyIndemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party Indemnitee relating to the Third-Third Party Claim.

Procedures Relating to Indemnification. (a) 9.5.1 In order for a party (the “"Indemnified Party”") to be entitled to any indemnification indemnification, defense or hold harmless provided for under this Agreement Section 9 in respect of of, arising out or involving a claim or demand made by any persons, firm, governmental authority, corporation or other Person claimant against the Indemnified Party (a “Third-"Third Party Claim”"), such Indemnified Party must notify the indemnifying other party (the “"Indemnifying Party”") in writing, and in reasonable detail, of the Third-Third Party Claim as promptly as reasonably possible within 30 calendar days after receipt, but in no event later than 10 Business Days after receipt, receipt by such Indemnified Party of written notice of the Third-Third Party Claim; provided provided, however, that failure to give such notification on a timely basis shall not affect the indemnification provided hereunder hereunder, except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failurefailure (except that the Indemnifying Party shall not be liable for any expenses or Losses incurred during the period in which the Indemnified Party failed to give such notice). Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five Business Days (5) business days after the Indemnified Party’s 's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third-Third Party Claim.

Procedures Relating to Indemnification. (a) In order for a party Person (the “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement in respect of a claim or demand made by any other Person against the Indemnified Party (a “Third-Third Party Claim”), such Indemnified Party must notify the indemnifying party against whom indemnity is to be sought (the “Indemnifying Party”) in writing, and in reasonable detaildetail (including a description of the claim, the amount thereof (if known and quantifiable) and the basis thereof and the provisions of this Agreement upon which such claim for indemnification is made), of the Third-Third Party Claim as promptly as reasonably possible after receipt, but in no event later than 10 30 Business Days after receipt, by such Indemnified Party of notice of the Third-Third Party Claim; provided that failure to give such notification on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five 20 Business Days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third-Third Party Claim.

Procedures Relating to Indemnification. (a) In order for a party (the “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement in respect of a claim or demand made by any Person (other Person than a party to this Agreement) against the Indemnified Party (a “Third-Party Claim”), such Indemnified Party must notify the indemnifying party (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third-Party Claim as promptly as reasonably possible after receipt, but in no event later than 10 ten (10) Business Days after receipt, by such Indemnified Party of notice of the Third-Party Claim; provided provided, however, that failure to give such notification on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five (5) Business Days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third-Party Claim.

Procedures Relating to Indemnification. (a) In order for a party (the “Indemnified Party”) GoAmerica Indemnitees to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any individual, corporation, partnership, limited liability company, joint venture, estate, trust, association, organization governmental body or other Person entity who is not a GoAmerica Indemnitee against the Indemnified Party a GoAmerica Indemnitee (a “Third-"Third Party Claim”"), such Indemnified Party GoAmerica Indemnitee must notify the indemnifying party Seller (the “"Indemnifying Party”") in writing, and in reasonable detail, of the Third-Third Party Claim as promptly as reasonably possible after receipt, but in no any event later than 10 Business Days within ten (10) business days after receipt, by such Indemnified Party receipt of notice of the Third-Party Claimsuch claim; provided provided, however, that failure to give such notification on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party Seller shall have been actually prejudiced as a result of such failure. ThereafterAfter any required notification (if applicable), the Indemnified Party GoAmerica Indemnitee shall deliver to the Indemnifying PartySeller, promptly but in any event within five Business Days (5) business days, after the Indemnified Party’s GoAmerica Indemnitee's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party GoAmerica Indemnitee relating to the Third-Third Party Claim.

Procedures Relating to Indemnification. (a) In order for a party Person (the “Indemnified Party”) to be entitled to any indemnification provided for under pursuant to this Agreement Article XI in respect of, arising out of or involving a claim or demand made by any other Person against the Indemnified Party (a “Third-Third Party Claim”), such Indemnified Party must notify the indemnifying party Person from which such Indemnified Party is claiming indemnification (the “Indemnifying Party”) in writingwriting of (and in reasonable detail regarding) the Third Party Claim promptly, and in reasonable detailany event within ten (10) Business Days, of the Third-Party Claim as promptly as reasonably possible after receipt, but in no event later than 10 Business Days after receipt, receipt by such Indemnified Party of notice of the Third-Third Party Claim; provided provided, however, that failure to give such notification on a timely basis shall not affect the indemnification provided hereunder under this Agreement except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failurefailure (except that the Indemnifying Party shall not be liable for any expenses incurred prior to the day on which the Indemnified Party gives such notice). Thereafter, the Indemnified Party shall deliver to the Indemnifying PartyIndemnified Party promptly, and in any event within five (5) Business Days Days, after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third-Third Party Claim.

Procedures Relating to Indemnification. (a) In order for any Indemnified Party specified in Section 5.2 to make a party (the “Indemnified Party”) to be entitled to claim for any indemnification as provided for under this Agreement Section 5.2 in respect of, arising out of or involving a claim or demand made by any other Person person against the Indemnified Party (a “Third-Party Claim”), such Indemnified Party must notify the indemnifying party (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third-Party Claim as promptly as reasonably possible after receipt, but in no event later than 10 within twenty Business Days after receipt, receipt by such Indemnified Party of written notice of the Third-Party Claim; provided provided, however, that failure to give such notification on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five Business Days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third-Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been prejudiced as a result of such failure.

Procedures Relating to Indemnification. (ai) In order for a party Person -------------------------------------- (the “"Indemnified Party”") to be entitled to any indemnification provided for ----------------- under this Agreement in respect of, arising out of or involving a claim or demand made by any other Person against the Indemnified Party (a “Third-"Third Party Claim”"), ----------------- such Indemnified Party must notify the indemnifying party (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third-Third Party Claim as promptly as reasonably possible after receipt, but in no event later than 10 Business Days after receipt, receipt by such Indemnified Party of notice of the Third-Third Party Claim; provided provided, however, that failure to give such notification on a timely basis -------- ------- shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to the Indemnifying Partyindemnifying party, within five Business Days business days after the Indemnified Party’s 's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third-Third Party Claim; provided, -------- however, that failure to deliver such copies on a timely basis shall not affect ------- the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure.

Procedures Relating to Indemnification. (a) In order for a party (the “Indemnified Party”"indemnified party") to be entitled to any indemnification provided for under this Agreement in with respect of to a claim or demand made by any other Person third party against the Indemnified Party indemnified party (a “Third-"Third Party Claim”"), such Indemnified Party indemnified party must [***] - CONFIDENTIAL TREATMENT REQUESTED notify the indemnifying party from whom indemnification is sought (the “Indemnifying Party”"indemnifying party") in writing, and in reasonable detail, of the Third-Third Party Claim as promptly as reasonably possible after receipt, but in no event later than 10 Business Days after receipt, receipt by such Indemnified Party the indemnified party of written notice of the Third-Third Party Claim; provided provided, however, that failure to give such notification on a timely basis shall will not affect the indemnification provided hereunder under this Agreement except to the extent the Indemnifying Party shall have indemnifying party has been actually prejudiced as a result of such failurethe failure to provide prompt and reasonably detailed written notice. Thereafter, the Indemnified Party indemnified party shall deliver to the Indemnifying Partyindemnifying party, within five Business Days business days after the Indemnified Party’s indemnified party's receipt thereofof notice, copies of all notices and documents (including court papers) received by the Indemnified Party indemnified party relating to the Third-Third Party Claim.

Procedures Relating to Indemnification. (a) In order for a party (the “"Indemnified Party”") to be entitled to any indemnification provided for under this Agreement in respect of a claim or demand made by any other Person against the Indemnified Party (a “Third-"Third Party Claim”"), such Indemnified Party must notify the indemnifying party (the “"Indemnifying Party”") in writing, and in reasonable detail, of the Third-Third Party Claim and the facts known by the Indemnified Party relating thereto as promptly as reasonably possible after receipt, but in no event later than 10 Business Days after receipt, receipt by such Indemnified Party of notice of the Third-Third Party Claim; provided that failure to give such notification on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five Business Days after the Indemnified Party’s 's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third-Third Party Claim.

Procedures Relating to Indemnification. (ai) In order for a party Person that has rights of indemnification under this Agreement (the each, an “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement in respect of a claim or demand made by any other Person against the Indemnified Party (a “Third-Third Party Claim”), such Indemnified Party must notify the indemnifying party (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third-Third Party Claim as promptly as reasonably possible after receipt, but in no event later than 10 Business Days after receipt, receipt by such Indemnified Party of notice of the Third-Third Party Claim; provided that failure to give such notification on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure; provided further that, for purposes of making claims against the Indemnity Escrow Amount, written notice to the Representative shall be deemed written notice to the Indemnifying Party pursuant to this Section 10E(i). Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five (5) Business Days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third-Third Party Claim.

Procedures Relating to Indemnification. (a) In order for a party (the “Indemnified Party”) an Indemnitee to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any other Person person against the Indemnified Party Indemnitee (a “Third-"Third Party ----------- Claim”"), such Indemnified Party Indemnitee must notify the indemnifying party (the “Indemnifying Party”) Party in writing, and in ----- reasonable detail, of the Third-Third Party Claim as promptly as reasonably possible within 20 business days after receipt, but in no event later than 10 Business Days after receipt, receipt by such Indemnified Party Indemnitee party of written notice of the Third-Third Party Claim; provided provided, however, that failure to give such notification on a timely basis shall not affect the -------- ------- indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failurefailure (except that the Indemnifying Party shall not be liable for any expenses incurred by the Indemnitee during the period in excess of 20 days in which the Indemnitee failed to give such notice). Thereafter, the Indemnified Party Indemnitee shall deliver to the Indemnifying Party, within five Business Days ten business days after the Indemnified Party’s Indemnitee's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party Indemnitee relating to the Third-Third Party Claim.

Procedures Relating to Indemnification. (a) In order for a any indemnified party (the “Indemnified Party”) specified in Section 8.1 or 8.2, as applicable, to be entitled to any indemnification provided for under this Agreement Section 8.1 or 8.2, respectively, in respect of, arising out of or involving a claim or demand Claim made by any other Person against the Indemnified Party (a “Third-Third Party Claim”), such Indemnified Party must notify the indemnifying party (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third-Third Party Claim as promptly as reasonably possible after receipt, but in no event later than 10 Business Days after receipt, receipt by such Indemnified Party of written notice of the Third-Third Party Claim; provided provided, however, that failure to give such notification on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been materially and actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five Business Days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third-Third Party Claim.