Notice of Claims. Any indemnified party making a claim for indemnification pursuant to Section 8.2 or [Section 8.4] (as applicable, an “Indemnified Party”) must give the Seller, in the case of a claim for Damages by a Purchaser Indemnitee, or the Purchaser, in the case of a claim for Damages by a Seller Indemnitee (as applicable, the “Indemnifying Party”), written notice (a “Claim Notice”) of such claim describing such claim and the nature and amount of such Damages, to the extent that the nature and amount thereof are determinable at such time, promptly after the Indemnified Party receives any written notice of any Proceeding against or involving the Indemnified Party by a Third Party (a “Third Party Proceeding”) or otherwise discovers the Liability, obligation or facts giving rise to such claim for indemnification; provided, however, that the failure to notify or delay in notifying the Indemnifying Party will not relieve the Indemnifying Party of its obligations pursuant to Section 8.2 or [Section 8.4], as the case may be, except to the extent that the defenses available to such Indemnifying Party are actually and materially prejudiced as a result thereof.

NoticeIf an Indemnified Buyer Entity or an Indemnified Seller Entity (each, an “Indemnified Entity”) believes that a claim, demand or other circumstance exists that has given or may reasonably be expected to give rise to a right of Claims. Any indemnified party making aindemnification under this Article 8 (whether or not the amount of Indemnifiable Losses relating thereto is then quantifiable), such Indemnified Entity shall assert its claim for indemnification pursuant to Section 8.2 or [Section 8.4] (as applicable, an “Indemnified Party”) must give the Seller, in the case of a claim for Damages by a Purchaser Indemnitee, or the Purchaser, in the case of a claim for Damages by a Seller Indemnitee (as applicable, the “Indemnifying Party”),giving written notice thereof (a “Claim Notice”“Claim Notice”) of such claim describing such claim and the nature and amount of such Damages, to the extent thatparty from which indemnification is sought (the “Indemnifying Entity”) # if the nature and amount thereof are determinable at such time, promptly after the Indemnified Party receives any written notice of any Proceeding againstevent or involving the Indemnified Party by a Third Party (a “Third Party Proceeding”) or otherwise discovers the Liability, obligation or factsoccurrence giving rise to such claim for indemnification;indemnification is, or relates to, a claim, suit, action or proceeding brought by a Person not a Party or affiliated with any such Party (a “Third Party”), within twenty (20) Business Days following receipt of notice of such claim, suit, action or proceeding by such Indemnified Entity, or # if the event or occurrence giving rise to such claim for indemnification is not, or does not relate to, a claim, suit, action or proceeding brought by a Third Party, as promptly as practicable after the discovery by the Indemnified Entity of the circumstances giving rise to such claim for indemnity; provided, however,that in each case in clauses (i) and (ii), that the failure to notify or delay in notifying the Indemnifying PartyEntity, as the case may be, will not relieve the Indemnifying PartyEntity of its obligations pursuant to Section 8.2 or [Section 8.4], as the case may be,this Article 8, except to the extent that the defenses available to such Indemnifying Party are actually andEntity is materially prejudiced as a result thereof. Each Claim Notice shall describe the claim and the basis of such claim in reasonable detail.

Notice of Claims. Any indemnifiedThird Party Claim. In order for a party making a claim for indemnification pursuant to Section 8.2 or [Section 8.4] (as applicable, an(an “Indemnified Party”) must give the Seller,to be entitled to any indemnification under this ‎ARTICLE VIII in the caserespect of Losses arising out of or involving a claim for Damagesor demand made by any Person other than Buyer or Seller against a Purchaser Indemnitee,Buyer Indemnified Party or the Purchaser, in the case of a claim for Damages by a Seller Indemnitee (as applicable,Indemnified Party, as applicable (a “Third Party Claim”), the Indemnified Party must notify the party from whom indemnification is sought under this ‎ARTICLE VIII (the “Indemnifying Party”), written promptly in writing (including in such notice (a “Claim Notice”)a brief description of such claim describing such claim and the nature and amount of such Damages,Third Party Claim, including damages sought or estimated, to the extent that the nature and amount thereof are determinable at such time, promptly afteractually known or reasonably capable of estimation by the Indemnified Party receives any written notice of any Proceeding against or involving the Indemnified Party by a Third Party (a “Third Party Proceeding”) or otherwise discovers the Liability, obligation or facts giving rise to such claim for indemnification;Party); provided, however, that the failure to notify or delay in notifyingpromptly provide such notice shall not affect the Indemnifying Party will not relieve the Indemnifying Party of its obligations pursuant to Section 8.2 or [Section 8.4], as the case may be,indemnification provided under this ‎ARTICLE VIII except to the extent that the defenses available to such Indemnifying Party arehas been actually and materially prejudiced as a result thereof.of such failure. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, promptly after the Indemnified Party’s receipt thereof, copies of all documents (including court papers) received by the Indemnified Party relating to the Third Party Claim.

Notice of Claims. Any indemnified party making a claim forA Party entitled to indemnification pursuantunder this Article 8 (an “Indemnified Party”) shall give prompt written notification to Section 8.2 or [Section 8.4] (as applicable, an “Indemnified Party”) must give the Seller, in the case of a claim for Damages by a Purchaser Indemnitee, or the Purchaser, in the case of a claim for Damages by a Seller Indemnitee (as applicable, the “Indemnifying Party”), written notice (a “Claim Notice”Party from whom indemnification is sought (the “Indemnifying Party”) of such claim describing such claim and the nature and amount of such Damages, to the extent that the nature and amount thereof are determinable at such time, promptly after the Indemnified Party receives any written noticecommencement of any Proceeding againstaction, suit or involvingproceeding relating to a Third Party Claim for which indemnification may be sought or, if earlier, upon the Indemnified Partyassertion of any such Claim by a Third Party (a “Third Party Proceeding”) or otherwise discovers the Liability, obligation or facts giving rise to such claim for indemnification; provided,(it being understood and agreed, however, that the failure by an Indemnified Party to notify or delaygive notice of a Third-Party Claim as provided in notifying the Indemnifying Party willthis Section 8.3 shall not relieve the Indemnifying Party of its obligations pursuant to Section 8.2 or [Section 8.4], as the case may be,indemnification obligation under this Agreement except and only to the extent that the defenses available to such Indemnifying Party areis actually and materially prejudiceddamaged as a result thereof.of such failure to give notice).

NoticeIn the event that any Person entitled to indemnification hereto shall claim that it is entitled to be indemnified pursuant to the terms of Claims. Any indemnifiedthis Article X, such party making(the “Claiming Party”) shall notify the party or parties against which the claim is made (the “Indemnifying Party”) in writing of such claim (a “Claim Notice”) promptly after the Claiming Party receives notice of any action, Proceeding, demand, assessment, claim, loss, liability or damages that may reasonably be expected to result in a claim for indemnification pursuant to Section 8.2 or [Section 8.4] (as applicable, an “Indemnified Party”) must giveby the Seller, inClaiming Party against the caseIndemnifying Party; provided, that no delay on the part of a claim for Damages by a Purchaser Indemnitee, or the Purchaser, in the case of a claim for Damages by a Seller Indemnitee (as applicable, the “Indemnifying Party”), written notice (a “Claim Notice”) of such claim describing such claim and the nature and amount of such Damages, to the extent that the nature and amount thereof are determinable at such time, promptly after the IndemnifiedClaiming Party receives any written notice of any Proceeding against or involving the Indemnified Party by a Third Party (a “Third Party Proceeding”) or otherwise discovers the Liability, obligation or facts giving rise to such claim for indemnification; provided, however, that the failure to notify or delay in notifying the Indemnifying Party will not relieve the Indemnifying Party of its obligations pursuant to Section 8.2 or [Section 8.4], as the case may be,from any obligation under this Article X, except to the extent thatsuch delay actually prejudices the defenses availableIndemnifying Party. The Claim Notice shall specify in reasonable detail the breach of warranty, representation, covenant or other matter claimed by the Claiming Party and, to such Indemnifyingthe extent practicable, the Losses incurred by, or anticipated to be incurred by, the Claiming Party are actually and materially prejudiced as a resulton account thereof.

NoticeIn the event that any party hereto shall claim that it is entitled to be indemnified pursuant to the terms of Claims. Any indemnifiedthis Article IX, such party making(the “Claiming Party”) shall promptly notify the party or parties against which the claim is made (the “Indemnifying Party”) in writing of such claim (a “Claim Notice”) promptly after the Claiming Party receives notice of any action, Proceeding, demand, assessment, claim, loss, liability or damages, whether or not involving any claim of a third party (a “Third Party Claim”), that may reasonably be expected to result in a claim for indemnification pursuantby the Claiming Party against the Indemnifying Party. The Claim Notice shall specify the breach of representation, warranty or covenant claimed by the Claiming Party and the Losses incurred by, or anticipated to Section 8.2 or [Section 8.4] (as applicable, an “Indemnified Party”) must givebe incurred by, the Seller,Claiming Party on account thereof. If such Losses are final and liquidated in amount, the caseClaim Notice shall so state and such amount shall be deemed the amount of the claim of the Claiming Party. If such Losses are not final and liquidated, the Claim Notice shall so state and in such event a claim for Damages by a Purchaser Indemnitee, orshall be deemed asserted against the Purchaser, inIndemnifying Party on behalf of the case of a claim for Damages by a Seller Indemnitee (as applicable,Claiming Party, but no payment shall be made on account thereof until the “Indemnifying Party”), written notice (a “Claim Notice”)amount of such claim describing such claimis liquidated and the nature and amount of such Damages, to the extent that the nature and amount thereofLosses are determinable at such time, promptly after the Indemnified Party receives any written notice of any Proceeding against or involving the Indemnified Party by a Third Party (a “Third Party Proceeding”) or otherwise discovers the Liability, obligation or facts giving rise to such claim for indemnification; provided, however, that the failure to notify or delay in notifying the Indemnifying Party will not relieve the Indemnifying Party of its obligations pursuant to Section 8.2 or [Section 8.4], as the case may be, except to the extent that the defenses available to such Indemnifying Party are actually and materially prejudiced as a result thereof.finally determined.