Notice of Claims; Procedures. If any Indemnified Party makes any claim against any Indemnifying Party for indemnification under this [Article VII], the claim shall be in writing and shall state in general terms the facts upon which such Indemnified Party makes the claim. If the Indemnifying Party does not notify the Indemnified Party in writing within twenty (20) Business Days from receipt of such claim that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. In the event of any claim or demand asserted against an Indemnified Party by a third party upon which the Indemnified Party may claim indemnification, the Indemnifying Party shall give written notice to the Indemnified Party within twenty (20) Business Daysafter receipt from the Indemnified Party of such claim or demand, indicating whether the Indemnifying Party intends to assume the defense of the claim or demand. If the Indemnifying Party assumes the defense, the Indemnifying Party may not agree to any compromise or settlement to which the Indemnified Party has not consented in writing. If the Indemnifying Party elects not to assume the defense or fails to make such an election within the twenty (20) Business Day period, or otherwise fails to continue the defense of the Indemnified Party reasonably and in good faith, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, and a recovery against the Indemnified Party suffered by it in good faith shall be conclusive in its favor against the Indemnifying Party.

Notice of Claims; Procedures. If any IndemnifiedProcess. In the event that either Party makes any claim against any Indemnifying Party forseeks indemnification under the terms of [Sections 17.1 or 17.2]2] (the “Indemnified Party”), it shall promptly inform the other party (the “Indemnifying Party”) of the Claim within fifteen (15) days of receipt of notice of such Claim, provided that failure to provide notice shall not eliminate the Indemnifying Party's obligation under this [Article VII],[Section 17.3] except to the claim shall be in writing and shall state in general terms the facts upon which such Indemnified Party makes the claim. Ifextent the Indemnifying Party does not notify the Indemnified Party in writing within twenty (20) Business Days from receipt ofhas been materially prejudiced by such claim that the Indemnifying Party disputes such claim, thefailure. The Indemnifying Party shall be deemedhave the right, but not the obligation, at the Indemnifying Party's cost, to have acceptedassume direction and agreed with such claim. Incontrol of the eventdefense of any claim or demand asserted against anindemnified Claim with counsel reasonably satisfactory to the other Party. The Indemnified Party by a third party upon whichshall cooperate as requested by, and at the Indemnified Party may claim indemnification,expense of, the Indemnifying Party shall give written notice to the Indemnified Party within twenty (20) Business Daysafter receipt from the Indemnified Party of such claim or demand, indicating whether the Indemnifying Party intends to assumeParty, in the defense of the claim or demand. If theClaim. The Indemnifying Party assumes the defense, the Indemnifying Party mayshall not agree to any compromise or settlement to which the Indemnified Party has not consented in writing. If the Indemnifying Party elects not to assume the defense or fails to make such an election within the twenty (20) Business Day period,settle or otherwise fails to continuecompromise any Claim in any manner which requires the defense of the Indemnified Party reasonably and in good faith, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, and a recovery against the Indemnified Party suffered by it in good faith shall be conclusive in its favor against the Indemnifying Party.

Notice of Claims; Procedures.Third Party Claims. If any Indemnified Party makes any claim against any Indemnifying Party for indemnification under this [Article VII], the claim shall be in writing and shall state in general terms the facts upon which such Indemnified Party makes the claim. If the Indemnifying Party does not notify the Indemnified Party in writing within twenty (20) Business Days from receipt of such claim that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. In the event of any claim or demand in respect of which an Indemnified Party might seek indemnity under this [Article XI] is asserted against ansuch Indemnified Party by a third party upon which(a “Third Party Claim”), the Indemnified Party may claim indemnification, the Indemnifying Party shall give written notice to(the “Third Party Claim Notice”) and the Indemnified Party within twenty (20) Business Daysafter receipt fromdetails thereof including an estimate of the Indemnified Partyclaimed Losses (if known and quantifiable), copies of such claim or demand, indicating whetherall relevant pleadings, documents and information to the Indemnifying Party intends to assumewithin a period of thirty (30) days following the defenseassertion of the claim or demand. If the IndemnifyingThird Party assumes the defense, the Indemnifying Party may not agree to any compromise or settlement to which the Indemnified Party has not consented in writing. If the Indemnifying Party elects not to assume the defense or fails to make such an election within the twenty (20) Business Day period, or otherwise fails to continue the defense of the Indemnified Party reasonably and in good faith, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, and a recoveryClaim against the Indemnified Party suffered by it in good faith shall be conclusive in its favor against(the “Third Party Claim Notice Period”); provided, that the failure to so notify the Indemnifying Party within the Third Party Claim Notice Period shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have actually and materially prejudiced the Indemnifying Party. Within fifteen (15) days after its receipt of the Third Party Claim Notice, the Indemnifying Party shall, in writing, either acknowledge or deny its obligations to indemnify and defend under this [Article XI].

NoticeA Party believing that it is entitled to indemnification under [Sections 11(a)-(b)])] (an “Indemnified Party”) shall give prompt written notification to the other Party (the “Indemnifying Party”) of Claims; Procedures. Ifthe commencement of any Indemnified Party makes any claim against any IndemnifyingClaim by a Third Party for which indemnification under this [Article VII],may be sought or, if earlier, upon the claim shall be in writing and shall state in general terms the facts upon which such Indemnified Party makes the claim. If the Indemnifying Party does not notify the Indemnified Party in writing within twenty (20) Business Days from receipt of such claim that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. In the eventassertion of any claim or demand asserted against an Indemnified Partysuch Claim by a third party upon which(it being understood and agreed, however, that the failure by an Indemnified Party may claim indemnification,to give notice of a third party Claim as provided in this [Section 11(c)(i)] shall not relieve the Indemnifying Party shallof its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually materially prejudiced as a result of such failure to give notice). Within thirty (30) days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party within twenty (20) Business Daysafter receipt from the Indemnified PartyParty, assume control of such claim or demand, indicating whether the Indemnifying Party intends to assume the defense of such Claim with counsel reasonably satisfactory to the claim or demand.Indemnified Party. If the Indemnifyinga Party assumes the defense, the Indemnifying Party may not agreebelieves that a Claim presented to any compromise or settlementit for indemnification is one as to which the Indemnified Party has not consented in writing. If the Indemnifying Party elects not to assume the defense or fails to make such an election within the twenty (20) Business Day period, or otherwise fails to continue the defense of the Indemnified Party reasonably and in good faith, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, and a recovery against the Indemnified Party suffered by it in good faith shall be conclusive in its favor against the Indemnifying Party.

Notice of Claims; Procedures. IfSection # Other Claims. A claim for indemnification for any matter not involving a Third Party Claim shall be asserted by the Indemnified Party makes anyto the Responsible Party in writing with reasonable promptness, setting forth the facts giving rise to and the alleged basis for such claim against any Indemnifyingand, if known or reasonably ascertainable, the amount of the liability asserted or which may be asserted by reason thereof; provided, that the failure to so notify shall not relieve the Responsible Party for indemnificationof its obligations hereunder, except to the extent that the Responsible Party is actually and materially prejudiced thereby. In the event the Responsible Party disputes its obligation to indemnify the Indemnified Party under this [Article VII]9], the claimResponsible Party shall be in writinghave forty-five (45) days after receipt of notice under this [Section 9.4] to give written notice of such objection, and shall state in general terms the facts upon which such Indemnified Party makes the claim. If the Indemnifying Party does not notifygrounds therefor, and the Indemnified Party shall thereafter have fifteen (15) days to respond in writing within twenty (20) Business Days from receipt of such claim that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. In the event of any claim or demand asserted against an Indemnified Party by a third party upon which the Indemnified Party may claim indemnification, the Indemnifying Party shall give written notice to the Indemnified Party within twenty (20) Business Daysafter receipt from the Indemnified Party of such claim or demand, indicating whether the Indemnifying Party intends to assume the defenseobjection of the claim or demand.Responsible Party. If the Indemnifying Party assumes the defense, the Indemnifying Party may not agreeafter such fifteen (15) day period there remains a dispute as to any compromise or settlement to whichobligation, the Indemnified Party has not consented in writing. If the Indemnifying Party elects not to assume the defense or fails to make such an election within the twenty (20) Business Day period, or otherwise fails to continue the defense of the Indemnified Party reasonably and in good faith, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, and a recovery against the Indemnified Party suffered by itParties shall attempt in good faith shall be conclusive in its favor againstfor fifteen (15) days to agree upon the Indemnifying Party.rights of the respective Parties with respect to such indemnification obligation.

Notice of Claims; Procedures. IfIn the event that any Indemnified Party makes anyelects to bring a claim that does not involve a Third Party Claim for indemnity against any Indemnifying Party for indemnification under this [Article VII],Party, the claim shall be in writing and shall state in general terms the facts upon which such Indemnified Party makes the claim. Ifshall deliver written notice of such claim to the Indemnifying Party does notas promptly as practicable. Such notice shall specify in reasonable detail the facts constituting the basis for, and the amount of, the claim asserted. The failure by any Indemnified Party to notify the Indemnifying Party as promptly as practicable shall relieve the Indemnifying Party of its indemnification obligation to the extent such failure or other action taken by the Indemnified Party shall actually prejudice the Indemnifying Party; provided, however, that an Indemnifying Party shall have no obligation whatsoever to indemnify an Indemnified Party if the written notice described in writing within twenty (20) Business Days from receipt of such claim thatthis [Section 17.02(d)] is not received by the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. In the event of any claim or demand asserted against an Indemnified Party by a third party upon which the Indemnified Party may claim indemnification, the Indemnifying Party shall give written noticeprior to the Indemnified Party within twenty (20) Business Daysafter receipt from the Indemnified Party of such claim or demand, indicating whether the Indemnifying Party intends to assume the defensetermination of the claim or demand. If the Indemnifying Party assumes the defense, the Indemnifying Party may not agree to any compromise or settlement to which the Indemnified Party has not consentedapplicable periods described in writing. If the Indemnifying Party elects not to assume the defense or fails to make such an election within the twenty (20) Business Day period, or otherwise fails to continue the defense of the Indemnified Party reasonably and in good faith, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, and a recovery against the Indemnified Party suffered by it in good faith shall be conclusive in its favor against the Indemnifying Party.[Section 16.05].

Notice of Claims; Procedures. If any Indemnified Party makes any claim against any Indemnifying Party for indemnification under this [Article VII], the claim shall be in writing and shall state in general terms the facts upon which such Indemnified Party makes the claim. If the Indemnifying Party does not notify the Indemnified Party in writing within twenty (20) Business Days from receipt of such claim that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. In the event of anyaccept Indemnified Party’s claim or demand asserted against an Indemnified Party by a third party upon which the Indemnified Party may claim indemnification, the Indemnifying Party shall give written notice to the Indemnified Partyunless, within twenty (20) Business Daysafterbusiness days after receipt from theof any Claim Notice, Indemnifying Party delivers to Indemnified Party notice of such claim or demand, indicating whether the Indemnifying Party intends to assume the defensenon-acceptance of the claim or demand. Ifindemnification claim, which must # be in writing and # include the Indemnifying Party assumesbasis for the defense, the Indemnifying Party may not agree to any compromise or settlement to which the Indemnified Party has not consented in writing. If the Indemnifying Party elects not to assume the defense or fails to make such an election within the twenty (20) Business Day period, or otherwise fails to continue the defense of the Indemnified Party reasonably and in good faith, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, and a recovery against the Indemnified Party suffered by it in good faith shall be conclusive in its favor against the Indemnifying Party.disagreement.

Notice of Claims;7.3Indemnification Procedures. If any Indemnifieda claim by a Third Party makes any claimis made against any Indemnifying Party for indemnificationindemnified party, and if the indemnified party intends to seek indemnity with respect thereto under this [Article VII]7], such indemnified party shall promptly notify the indemnifying party of such claim; provided, however, that failure to give timely notice shall not affect the rights of the indemnified party except to the extent the indemnifying party has been prejudiced by such failure. Except to the extent that the claim relates to patent rights of the indemnified party, in which case the Parties shall mutually agree on the assumption of defense, the indemnifying party shall be in writing and shall state in general terms the facts upon which such Indemnified Party makes the claim. If the Indemnifying Party does not notify the Indemnified Party in writing within twenty (20) Business Days from receipt of such claim that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemedentitled to have accepted and agreed with such claim. In the event of any claimsettle or demand asserted against an Indemnified Party by a third party upon which the Indemnified Party may claim indemnification, the Indemnifying Party shall give written notice to the Indemnified Party within twenty (20) Business Daysafter receipt from the Indemnified Party of such claim or demand, indicating whether the Indemnifying Party intends to assume the defense of such claim, including the claim or demand.employment of counsel reasonably satisfactory to the indemnified party, as provided below. If the Indemnifying Party assumesindemnifying party elects to settle or defend such claim, it shall notify the defense,indemnified party within 90 days (but in no event less than 14 days before any pleading, filing or response on behalf of the Indemnifying Party may not agreeindemnified party is due) of its intent to any compromise or settlement to which the Indemnified Party has not consented in writing.do so. If the Indemnifying Partyindemnifying party elects not to assume the defensesettle or defend such claim or fails to make such annotify the indemnified party of its election within 30 days (or such shorter period as provided above) after receipt of the twenty (20) Business Day period,indemnified party’s notice of a claim of indemnity hereunder, the indemnified party shall have the right to contest, settle or otherwise failscompromise the claim without prejudice to continueany rights to indemnification hereunder. Regardless of which party is controlling the settlement or defense of any claim, # both the Indemnified Party reasonablyindemnified party and indemnifying party shall act in good faith, # the Indemnified Party may assumeindemnifying party shall not thereby permit to exist any lien upon any asset of any indemnified party or of its Affiliates without the defense thereof at the expenseconsent of the Indemnifying Party,indemnified party, # the indemnifying party shall permit the indemnified party to participate in such settlement or defense through counsel chosen by the indemnified party, provided that all fees, costs and expenses of such counsel in an action controlled by the indemnifying party shall be borne by the indemnified party, unless the indemnifying party and indemnified party have different available defenses to such third-party claim, in which case such fees, costs and expenses shall be borne by the indemnifying party, and # no entry of judgment or settlement of a recovery againstclaim may be agreed to without the Indemnified Party suffered by itwritten consent of both the indemnified party and the indemnifying party, which consents shall not be unreasonably withheld (unless such judgment or settlement is solely for money damages which the indemnifying party has demonstrated an ability to pay or will have no continuing effect in any material respect on the business of the indemnified party). So long as the indemnifying party is reasonably contesting any such claim in good faith as permitted herein, the indemnified party shall not pay or settle any such claim. The controlling party shall deliver, or cause to be conclusivedelivered, to the other party copies of all correspondence, pleadings, motions, briefs, appeals or other written statements submitted in its favor againstconnection with the Indemnifying Party.settlement or defense of any such claim, and timely notices of, and the right to participate pursuant to # above in any hearing or other court proceeding relating to such claim.

NoticeSubject to the provisions of Claims; Procedures. If any Indemnified Party makes any claim against any Indemnifying Party for indemnification under this [Article VII][Section 17.02(c)], the claim shall be in writing and shall state in general terms the facts upon which such Indemnified Party makes the claim. If the Indemnifying Party does not notify the Indemnified Party in writing within twenty (20) Business Days from receipt of such claim that the Indemnifying Party disputes such claim,a Claims Notice, the Indemnifying Party shall be deemedhave the right to have acceptedassume the defense and agreed with such claim.control of Third Party Claims. In the event the Indemnifying Party exercises such right to assume the defense and control of any claim or demand asserted against an Indemnifieda Third Party by a third party upon whichClaim, the Indemnified Party may claim indemnification,shall have the right but not the obligation reasonably to participate in (but not control) the defense of Third Party Claims with its own counsel and at its own expense unless # the Indemnifying Party and Indemnified Party shall give written noticehave mutually agreed in writing to the retention of the same counsel, or # the named parties to any such Third Party Claim (including any impleaded parties) include the Indemnifying Party and Indemnified Party and representation of both parties by the same counsel would, in the opinion of counsel to such Indemnified Party, be impermissible under the applicable code of professional responsibility due to actual or potential differing interests between the Indemnifying Party and Indemnified Party, including situations in which there are one or more legal defenses available to the Indemnified Party that are different from, or additional to, those available to the Indemnifying Party, in which case the Indemnifying Party will bear such expense of the Indemnified Party. Any election by an Indemnifying Party to assume the defense of a Third Party Claim must be delivered by the Indemnifying Party to the Indemnified Party within twenty (20)thirty (30) Business DaysafterDays after receipt fromof the Indemnified PartyParty’s Claims Notice, and failure on the part of such claim or demand, indicating whether the Indemnifying Party intendsto deliver such notice within such thirty (30) Business Day period shall be deemed an election not to assume the defense of the claim or demand. If the Indemnifyingsuch Third Party assumes the defense, the Indemnifying Party may not agree to any compromise or settlement to which the Indemnified Party has not consented in writing.Claim. If the Indemnifying Party elects not to assume the defense or fails to make such an election withinof a Third Party Claim, then the twenty (20) Business Day period, or otherwise fails to continueIndemnified Party shall reasonably cooperate with the Indemnifying Party in the defense of the Indemnifiedany such Third Party reasonably and in good faith, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, and a recovery against the Indemnified Party suffered by it in good faith shall be conclusive in its favor against the Indemnifying Party.Claim.

NoticeIn order to be valid, any indemnification claim that does not arise from a third-party claim must be asserted in good faith by a written notice to the Indemnitor setting forth: # that Indemnitee has directly or indirectly incurred, paid, sustained, reserved or accrued, or reasonably anticipates that it may directly or indirectly incur, pay, sustain, reserve or accrue, Losses, # with reasonable specificity the amount claimed and # the underlying facts, in reasonable detail, supporting such claim to the extent then known by the Indemnitee, including the basis for such anticipated liability and the nature of Claims; Procedures. If any Indemnified Party makes any claim against any Indemnifying Party for indemnification under this [Article VII], the claim shall be in writing and shall state in general terms the facts uponbreach to which such Indemnified Party makesLosses are related (including the claim. Ifclause of ARTICLE VIII giving rise to the Indemnifying Party does not notify the Indemnified Party in writing within twenty (20) Business Days fromindemnity obligation). The Indemnitor will have a period of thirty (30) days after receipt of such notice within which to accept or dispute such claim thatby providing written notice to the Indemnifying Party disputes such claim,Indemnitee. If the Indemnifying Party shallIndemnitor does not respond within thirty (30) days, the Indemnitor will be deemed to have accepted responsibility for the Losses set forth in such notice and agreed with such claim. Inwill have no further right to contest the event of any claim or demand asserted against an Indemnified Party by a third party upon which the Indemnified Party may claim indemnification, the Indemnifying Party shall give written notice to the Indemnified Party within twenty (20) Business Daysafter receipt from the Indemnified Partyvalidity of such claim or demand, indicating whether the Indemnifying Party intends to assume the defense of the claim or demand.notice. If the Indemnifying Party assumesIndemnitor responds in such thirty (30) day period and rejects such claim in whole or in part, the defense, the Indemnifying PartyIndemnitee will be free to pursue such remedies as may not agreebe available to it under this Agreement (subject to [Section 9.16]), any compromiseother Ancillary Documents or settlement to which the Indemnified Party has not consented in writing. If the Indemnifying Party elects not to assume the defense or fails to make such an election within the twenty (20) Business Day period, or otherwise fails to continue the defense of the Indemnified Party reasonably and in good faith, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, and a recovery against the Indemnified Party suffered by it in good faith shall be conclusive in its favor against the Indemnifying Party.applicable Law.