Other Claims. A claim for indemnification for any matter not involving an Action brought pursuant to a Third Party Claim (a “Direct Claim”) may be asserted by written notice to the Indemnifying Party. The Indemnifying Party shall have fifteen (15) days following receipt of notice of the Direct Claim to make such investigation of the Direct Claim as the Indemnifying Party reasonably considers necessary or appropriate. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate the Direct Claim, together with all such other information as the Indemnifying Party may reasonably request. If both parties agree, at or prior to the expiration of such fifteen (15) day period (or any mutually agreed upon extension thereof), to the validity and amount of such Direct Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed-upon amount of the Direct Claim. No Indemnified Parties shall undertake or cause to be undertaken or allow any removal, remedial or response action with respect to which any Indemnified Parties may be entitled to indemnification without providing reasonable prior written notice to the Indemnifying Party.

OtherDirect Claims. A claim for indemnification for any matterAny Action by an Indemnified Party on account of a Loss that does not involving an Action brought pursuant toresult from a Third Third-Party Claim (a “Direct Claim”) mayshall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) days after the Indemnified Party becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof, and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have fifteen (15)thirty (30) days followingafter its receipt of such notice to respond in writing to such Direct Claim. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to make such investigation of the Direct ClaimCompany’s premises and personnel and the right to examine and copy any accounts, documents, or records) as the Indemnifying Party or any of its professional advisors may reasonably considers necessary or appropriate. Forrequest. If the purpose ofIndemnifying Party does not so respond within such investigation,30-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall makebe free to pursue such remedies as may be available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate the Direct Claim, together with all such other information as the Indemnifying Party may reasonably request. If both parties agree, at or prior to the expiration of such fifteen (15) day period (or any mutually agreed upon extension thereof), to the validity and amount of such Direct Claim, the Indemnifying Party shall immediately pay to the Indemnified Party on the full agreed-upon amount of the Direct Claim. No Indemnified Parties shall undertake or cause to be undertaken or allow any removal, remedial or response action with respect to which any Indemnified Parties may be entitled to indemnification without providing reasonable prior written noticeterms and subject to the Indemnifying Party.provisions of this Agreement.

OtherDirect Claims. AAny claim for indemnification for any matterby an Indemnified Party on account of a Loss which does not involving an Action brought pursuant toresult from a Third Party Claim (a “Direct Claim”) mayshall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have fifteen (15)30 days followingafter its receipt of such notice to respond in writing to such Direct Claim. During such 30-day period, the Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party's investigation by giving such information and assistance (including access to make such investigation of the Direct ClaimIndemnified Party's premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably considers necessary or appropriate. Forrequest. If the purpose ofIndemnifying Party does not so respond within such investigation,30-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall makebe free to pursue such remedies as may be available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate the Direct Claim, together with all such other information as the Indemnifying Party may reasonably request. If both parties agree, at or prior to the expiration of such fifteen (15) day period (or any mutually agreed upon extension thereof), to the validity and amount of such Direct Claim, the Indemnifying Party shall immediately pay to the Indemnified Party on the full agreed-upon amount of the Direct Claim. No Indemnified Parties shall undertake or cause to be undertaken or allow any removal, remedial or response action with respect to which any Indemnified Parties may be entitled to indemnification without providing reasonable prior written noticeterms and subject to the Indemnifying Party.provisions of this Agreement.

Other Claims. A claim for indemnification for any matter not involving an Action brought pursuant to a Third Party Claim (a “Direct Claim”) may be asserted by written notice to the Indemnifying Party. The Indemnifying Party shallwill have fifteen (15)a period of thirty (30) calendar days following receipt of the Indemnitee's written notice of thea Direct Claim within which to make such investigation ofdispute in writing its liability with respect thereto or the Direct Claim asamount thereof. If the Indemnifying Party reasonably considers necessary or appropriate. Fordoes not timely so respond within such 30-day period, the purpose ofIndemnifying Party will be deemed to have accepted the liability under such investigation,Direct Claim, in which event the Indemnified Party shall makewill be free to pursue such remedies as may be available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate the Direct Claim, together with all such other information as the Indemnifying Party may reasonably request. If both parties agree, at or prior to the expiration of such fifteen (15) day period (or any mutually agreed upon extension thereof), to the validity and amount of such Direct Claim, the Indemnifying Party shall immediately pay to the Indemnified Party pursuant to, and on the full agreed-upon amount of the Direct Claim. No Indemnified Parties shall undertake or cause to be undertaken or allow any removal, remedial or response action with respect to which any Indemnified Parties may be entitled to indemnification without providing reasonable prior written noticeterms and subject to the provisions of, this [Article 6]. If the Indemnifying Party.Party does so respond within such 30-day period, then the Indemnifying Party and the Indemnitee shall resolve such dispute first by negotiation among the Parties and then, to the extent not so resolved by negotiation, in accordance with [Article 15].

Other Claims. A claim for indemnification for any matter not involving an Action brought pursuant to a Third Party ClaimClaims. If any claim or demand in respect of which an Indemnified Party might seek indemnity under this Article XI is asserted against such Indemnified Party by a third party (a “Direct“Third Party Claim”) may be asserted by written notice to the Indemnifying Party. The Indemnifying Party shall have fifteen (15) days following receipt of notice of the Direct Claim to make such investigation of the Direct Claim as the Indemnifying Party reasonably considers necessary or appropriate. For the purpose of such investigation,, the Indemnified Party shall make availablegive written notice (the “Third Party Claim Notice”) and the details thereof including an estimate of the claimed Losses (if known and quantifiable), copies of all relevant pleadings, documents and information to the Indemnifying Party within a period of thirty (30) days following the information relied upon byassertion of the Third Party Claim against the Indemnified Party (the “Third Party Claim Notice Period”); provided, that the failure to substantiate the Direct Claim, together with all such other information asso notify the Indemnifying Party may reasonably request. If both parties agree, at or prior towithin the expiration of such fifteen (15) day period (or any mutually agreed upon extension thereof), to the validity and amount of such Direct Claim,Third Party Claim Notice Period shall not relieve the Indemnifying Party shall immediately payof its obligations hereunder except to the Indemnified Partyextent such failure shall have actually and materially prejudiced the full agreed-upon amountIndemnifying Party. Within fifteen (15) days after its receipt of the Direct Claim. No Indemnified Parties shall undertake or cause to be undertaken or allow any removal, remedial or response action with respect to which any Indemnified Parties may be entitled to indemnification without providing reasonable prior written notice toThird Party Claim Notice, the Indemnifying Party.Party shall, in writing, either acknowledge or deny its obligations to indemnify and defend under this Article XI.

Other Claims. A claim forThe party seeking indemnification for any matter not involving an Action brought pursuant to a Third Party Claim (a “Direct Claim”(the “Claimant”) may be asserted by writtenshall give notice to the Indemnifying Party. The Indemnifying Partyparty from whom indemnification is sought (the “Indemnitor”) of any claim, whether solely between the parties or brought by a third party, specifying # the factual basis for the Claim, and # the amount of the Claim. If the Claim relates to an action, suit or proceeding filed by a third party against Claimant, notice shall havebe given by Claimant within fifteen (15) business days following receipt ofafter written notice of the Direct Claimaction, suit or proceeding was given to make such investigationClaimant. In all other circumstances, notice shall be given by Claimant within thirty (30) business days after Claimant becomes, or should have become, aware of the Direct Claim as the Indemnifying Party reasonably considers necessary or appropriate. For the purpose of such investigation, the Indemnified Party shall make availablefacts giving rise to the Indemnifying PartyClaim. Notwithstanding the information relied upon by the Indemnified Partyforegoing, Claimant’s failure to substantiate the Direct Claim, together with all such other information as the Indemnifying Party may reasonably request. If both parties agree, at or priorgive Indemnitor timely notice shall not preclude Claimant from seeking indemnification from Indemnitor except to the expiration of such fifteen (15) day period (or any mutually agreed upon extension thereof),extent that Claimant’s failure has materially prejudiced Indemnitor’s ability to defend the validity and amount of such Direct Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed-upon amount of the Direct Claim. No Indemnified Parties shall undertakeclaim or cause to be undertaken or allow any removal, remedial or response action with respect to which any Indemnified Parties may be entitled to indemnification without providing reasonable prior written notice to the Indemnifying Party.litigation.

Section # Other Claims. A claim for indemnification for any matter not involving an Action brought pursuant to a Third Party Claim (a “Direct Claim”) mayshall be asserted by written notice to the Indemnifying Party. The Indemnifying Party shall have fifteen (15) days following receipt of notice of the Direct Claim to make such investigation of the Direct Claim as the Indemnifying Party reasonably considers necessary or appropriate. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate the Direct Claim, togetherResponsible Party in writing with allreasonable promptness, setting forth the facts giving rise to and the alleged basis for such other information asclaim and, if known or reasonably ascertainable, the Indemnifyingamount 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 may reasonably request. If both parties agree, at or priorof its obligations hereunder, except to the expirationextent 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 9, the Responsible Party shall have forty-five (45) days after receipt of notice under this [Section 9.4] to give written notice of such objection, and the grounds therefor, and the Indemnified Party shall thereafter have fifteen (15) days to respond in writing to the objection of the Responsible Party. If after such fifteen (15) day period (orthere remains a dispute as to any mutually agreedobligation, the Parties shall attempt in good faith for fifteen (15) days to agree upon extension thereof), to the validity and amount of such Direct Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed-upon amountrights of the Direct Claim. No Indemnifiedrespective Parties shall undertake or cause to be undertaken or allow any removal, remedial or response action with respect to which any Indemnified Parties may be entitled tosuch indemnification without providing reasonable prior written notice to the Indemnifying Party.obligation.

Other Claims. A claimWhenever any Claim shall be made that alleges a Loss for which indemnification for any matter not involving an Action brought pursuantwould be payable hereunder, the party entitled to a Third Partyindemnification (the “Indemnitee”) shall notify the indemnifying party (the “Indemnitor”) in writing within 30 days after the Indemnitee has actual knowledge of such Claim (a “Direct Claim”(the “Notice of Claim”) may be asserted by written notice. The Notice of Claim shall specify all facts known to the Indemnifying Party. The Indemnifying Party shall have fifteen (15) days following receipt of noticeIndemnitee giving rise to such Claim and a detailed breakdown of the Direct Claim to make such investigationamount or an estimate of the Direct Claim as the Indemnifying Party reasonably considers necessary or appropriate. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate the Direct Claim, together with all such other information as the Indemnifying Party may reasonably request. If both parties agree, at or prior to the expiration of such fifteen (15) day period (or any mutually agreed upon extension thereof), to the validity and amount of such Direct Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed-upon amount of the Direct Claim. No Indemnified Parties shall undertake or cause to be undertaken or allow any removal, remedial or response action with respect to which any Indemnified Parties may be entitled to indemnification without providing reasonable prior written notice to the Indemnifying Party.Loss arising therefrom.

Other Claims. A claim for indemnification for any matter not involving an Action brought pursuant to a Third Party Claim (a “Direct Claim”) may be asserted by written notice to the Indemnifying Party. The Indemnifying Party shall have fifteen (15) days following receipt of notice of the Direct Claim to make such investigation of the Direct Claim as the Indemnifying Party reasonably considers necessary or appropriate. For the purpose of such investigation, theAn Indemnified Party shall make availablegive Indemnitor written notice of any claim, assertion, event or proceeding by or in respect of a third party as to which such Indemnified Party may request indemnification hereunder as soon as is practicable and in any event within thirty (30) days of the time that such Indemnified Party learns of such claim, assertion, event or proceeding; provided, however, that the failure to so notify Indemnitor shall not affect rights to indemnification hereunder except to the Indemnifying Party the information relied uponextent that Indemnitor is actually prejudiced by the Indemnified Party to substantiate the Direct Claim, together with all such other information as the Indemnifying Party may reasonably request. If both parties agree, at or prior to the expiration of such fifteen (15) day period (or any mutually agreed upon extension thereof), to the validity and amount of such Direct Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed-upon amount of the Direct Claim. No Indemnified Parties shall undertake or cause to be undertaken or allow any removal, remedial or response action with respect to which any Indemnified Parties may be entitled to indemnification without providing reasonable prior written notice to the Indemnifying Party.failure.

Other Claims. AIn the event that any Action or written claim or demand, for indemnification forwhich an Indemnifying Party may have liability to any matter not involving an Action brought pursuantIndemnified Party hereunder (except any such claim or demand related to Taxes which shall be determined according to Section 7.4), is asserted against or sought to be collected from any Indemnified Party by a Third third party (a “Third-Party Claim”), such Indemnified Party shall promptly, but in no event more than ten (10) Business Days following such Indemnified Party’s receipt of a Third-Party Claim, notify the Indemnifying Party of such Third-Party Claim, together with a statement of any readily available information regarding such Third-Party Claim (a “Direct Claim”“Claim Notice”) may be asserted by written notice; provided that the failure to timely give a Claim Notice shall not relieve the Indemnifying Party of its obligations hereunder, except to the Indemnifying Party. Theextent that the Indemnifying Party shall have fifteen (15) days following receipt of notice of the Direct Claim to makebeen actually and materially prejudiced by such investigation of the Direct Claim as the Indemnifying Party reasonably considers necessary or appropriate. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate the Direct Claim, together with all such other information as the Indemnifying Party may reasonably request. If both parties agree, at or prior to the expiration of such fifteen (15) day period (or any mutually agreed upon extension thereof), to the validity and amount of such Direct Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed-upon amount of the Direct Claim. No Indemnified Parties shall undertake or cause to be undertaken or allow any removal, remedial or response action with respect to which any Indemnified Parties may be entitled to indemnification without providing reasonable prior written notice to the Indemnifying Party.failure.