Notification of Claims. The Credit Parties will give notice to the Agent in writing within five (5) Business Days of becoming aware of any material setoff, claims (including, with respect to the Unencumbered Property, environmental claims), withholdings or other defenses to which any Unencumbered Property or the rights of the Agent or the Lenders with respect to the Unencumbered Property, are subject, which could have a Material Adverse Effect or result in a Material Environmental Event.

No Indemnity Claims. As of the date of this Agreement, neither Seller nor Medexus has made or provided any notice of an indemnity claim under the Sale Agreement.

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.

Settlement of Claims. The Indemnified Party may not settle or compromise any Proceeding for which a Claim Notice has been provided in accordance with [Section 8.6(a)] without the prior written consent of the Indemnifying Party (which consent may not be unreasonably withheld, conditioned or delayed) and such written consent shall be deemed to have been given unless the Indemnifying Party has objected within fifteen (15) calendar days after a written request for such consent by the Indemnified Party. The amount paid in the settlement or resolution of any such claim to the Third Party claimant shall not be determinative of the existence of or amount of Damages relating to such matter that the Indemnifying Party is liable to any Indemnified Party under Section 8.2 or [Section 8.4], as applicable.

No Pending Claims. Millian represents and warrants that he has no charges, lawsuits, or actions pending in his name against any of the Released Parties relating to any claim that has been released in this Agreement. Millian also represents and warrants that he has not assigned or transferred to any third party any right or claim against any of the Released Parties that Millian has released in this Agreement.

Third Party Claims. Regeneron shall have the sole right and responsibility for defending against any alleged, threatened, or actual claim by a Third Party that the use or registration of the Product Trademarks in the Territory infringes, dilutes, misappropriates, or otherwise violates any trademark or other right of that Third Party or constitutes unfair trade practices or any other like offense, or any other claims as may be brought by a Third Party against a Party in connection with the use of the Product Trademarks with respect to a Product in the Territory. Regeneron shall bear the costs and expenses relating to any defense commenced pursuant to this [Section 8.9.3] and any settlements and judgments with respect thereto, and shall retain any damages or other amounts collected in connection therewith.

Release of Claims. Executive agrees that, other than with respect to the Retained Claims, the foregoing consideration represents settlement in full of all outstanding obligations owed to Executive by the Company, Parent, any of their direct or indirect subsidiaries and affiliates, and any of their current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries and predecessor and successor corporations and assigns (collectively, the “Releasees”). Executive, on Executive’s own behalf and on behalf of any of Executive’s affiliated companies or entities and any of their respective

On or before eighteen (18) month anniversary of this Agreement (the “Escrow Release Date”), if any ​ Indemnified Party makes a Claim, ​ shall deliver to the Escrow Agent and Seller a written notice (an “Escrow Notice”) setting forth the amount of the Claim by the ​ Indemnified Party. If the Escrow Agent has not received a written objection (a “Dispute Notice”) to the Claim or portion thereof or the amount of the Claim from Seller within 30 days following the Escrow Agent’s receipt of the Escrow Notice, then on the 31st day following receipt, the Escrow Agent shall release to ​, by wire transfer to an account or accounts designated by ​, an amount of Escrow Funds equal to the amount of the Claim.

Commercial Tort Claims. No Loan Party has any commercial tort claims except as set forth on [Schedule 5.26] hereto.

Waiver of Claims. Tenant acknowledges that Landlord, in connection with Landlord’s activities under this Paragraph 14, may, among other things, erect scaffolding or other necessary structures in the Project, limit or eliminate access to portions of the Project, including portions of the Common Areas, or perform work to the Building and/or within the Project, which work may create noise, dust, vibration, odors or leave debris in the Project. Landlord shall exercise commercially reasonable efforts to minimize interference with the conduct of Tenant’s business in the Premises in performing activities under this Paragraph 14, but Tenant hereby agrees that such activities shall not: constitute an actual or constructive eviction of Tenant; entitle Tenant to any abatement of Rent; make Landlord liable to Tenant for any direct or indirect injury to or interference with Tenant’s business; or entitle Tenant to any compensation or damages for loss of the use of the whole or any part of the Premises or of Tenant’s personal property or improvements, or for any inconvenience or annoyance resulting from such activities.