Direct Claims. Any Action by an Indemnified Party on account of a Loss that does not result from a Third-Party Claim (a “Direct Claim”) shall 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 thirty (30) days after 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 the Company’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 request. If the Indemnifying Party does not so respond within such 30-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Actionclaim by an Indemnified Party on account of a Loss thatwhich does not result from a Third-Third Party Claim (a “Direct Claim”) shall 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.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,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 thirty (30)30 days after its receipt of such notice to respond in writing to such Direct Claim. TheDuring 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’Party's investigation by giving such information and assistance (including access to the Company’Indemnified Party's premises and personnel and the right to examine and copy any accounts, documents,documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such 30-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

DirectOther Claims. AnyA claim for indemnification for any matter not involving an Action by an Indemnified Party on account ofbrought pursuant to a Loss that does not result from a Third-Third Party Claim (a “Direct Claim”) shallmay be asserted by the Indemnified Party givingwritten notice to 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 thirty (30)fifteen (15) days after itsfollowing 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 andto 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 assistmake available to the Indemnifying Party’s investigationParty the information relied upon by givingthe Indemnified Party to substantiate the Direct Claim, together with all such other information and assistance (including access to the Company’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 request. If both parties agree, at or prior to the Indemnifying Party does not so respond withinexpiration of such 30-fifteen (15) day period,period (or any mutually agreed upon extension thereof), to the validity and amount of such Direct Claim, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be availableimmediately pay to the Indemnified Party on the terms and subjectfull 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 provisions of this Agreement.Indemnifying Party.

The Indemnifying Party shallwill have a period of thirty (30) calendar days after itsfollowing receipt of suchthe Indemnitee's written notice of a Direct Claim within which to responddispute in writing to such Direct Claim. The Indemnified Party shall allowits liability with respect thereto or 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 the Company’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 request.thereof. If the Indemnifying Party does not timely so respond within such 30-day period, the Indemnifying Party shallwill be deemed to have rejectedaccepted the liability under such claim,Direct Claim, in which caseevent the Indemnified Party shallwill be free to pursue such remedies as may be available to the Indemnified Party pursuant to, and on the terms and subject to the provisions ofof, this Agreement.[Article 6]. If the Indemnifying 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].

Whenever any Claim shall be made that alleges a Loss that does not result from a Third-Party Claim (a “Direct Claim”for which indemnification would be payable hereunder, the party entitled to indemnification (the “Indemnitee”) shall be asserted bynotify the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, butindemnifying party (the “Indemnitor”) in any event not later than thirty (30)writing within 30 days after the Indemnified Party becomes awareIndemnitee has actual knowledge of such Direct Claim.Claim (the “Notice of Claim”). The failure to give such prompt written noticeNotice of Claim shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and onlyspecify all facts known to the extent thatIndemnitee giving rise to such Claim and a detailed breakdown of the Indemnifying Party forfeits rightsamount or defenses by reasonan estimate 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,amount of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after 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 the Company’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 request. If the Indemnifying Party does not so respond within such 30-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.arising therefrom.

Direct Claims. Any Actionclaim by an Indemnified Party​ on account of a LossDamages that does not result from a Third-Party Claimthird party claim (a “Direct“​ Direct Claim”) shallwill 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 the events that gave rise to such Direct Claim. TheClaim; provided, that failure to give such prompt writtenprovide timely notice shall not, however, relievenot affect the Indemnifying Party of itsIndemnified Party’s indemnification obligations,hereunder, except and only to the extent that the Indemnifying Party forfeits rightsis actually materially prejudiced by such delay or defenses by reason of such failure.omission. Such notice by the Indemnified Party shallwill describe the ​ Direct Claim in reasonable detail, shall include copies of all material written evidence thereof,detail and shallwill indicate the estimated amount, if reasonably practicable, of the LossLosses that has been or may be sustained by the Indemnified Party. The Indemnifying Party shallSeller will have a period of thirty (30) days after its receipt of such noticewithin which 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 the Company’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 request. If the Indemnifying PartySeller does not so respond within such 30-thirty (30) day period, the Indemnifying Party shallSeller will be deemed to have rejected such claim, in which case the Indemnified Party shallevent ​ will be free to pursue such remedies as may be available to the Indemnified Party​ on the terms and subject to the provisions of this Agreement.

DirectThird Party Claims. Any Action byIf any claim or demand in respect of which an Indemnified Party on account ofmight seek indemnity under this [Article XI] is asserted against such Indemnified Party by a Loss that does not result from a Third-third party (a “Third Party Claim (a “Direct Claim”) shall be asserted by, the Indemnified Party givingshall give 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 reasonably prompt written notice thereof, but in any event not later thanwithin a period of thirty (30) days afterfollowing the assertion of the Third Party Claim against the Indemnified Party becomes aware of such Direct Claim. The(the “Third Party Claim Notice Period”); provided, that the failure to give such prompt written noticeso notify the Indemnifying Party within the Third Party Claim Notice Period shall not, however,not relieve the Indemnifying Party of its indemnification obligations,obligations hereunder except and only to the extent thatsuch failure shall have actually and materially prejudiced 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 thirty (30)Within fifteen (15) days after its receipt of such notice to respond in writing to such Direct Claim. The Indemnifiedthe Third Party shall allowClaim Notice, the Indemnifying Party shall, in writing, either acknowledge or deny its obligations to indemnify 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 the Company’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 request. If the Indemnifying Party does not so respond within such 30-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions ofdefend under this Agreement.[Article XI].

Direct Claims. Any Action by anAn Indemnified Party on accountshall give Indemnitor written notice of any claim, assertion, event or proceeding by or in respect of a Loss that does not result from a Third-Party Claim (a “Direct Claim”) shall be asserted by thethird party as to which such Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, butmay request indemnification hereunder as soon as is practicable and in any event not later thanwithin thirty (30) days afterof the time that such Indemnified Party becomes awarelearns of such Direct Claim. Theclaim, assertion, event or proceeding; provided, however, that the failure to give such prompt written noticeso notify Indemnitor shall not, however, relieve the Indemnifying Party of itsnot affect rights to indemnification obligations,hereunder except and only to the extent that the Indemnifying Party forfeits rights or defensesIndemnitor is actually prejudiced 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 thirty (30) days after 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 the Company’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 request. If the Indemnifying Party does not so respond within such 30-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

In the event that any Action byor written claim or demand, for which an Indemnifying Party may have liability to any Indemnified Party on accounthereunder (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 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 Loss that does not result fromThird-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”) shall be asserted by; provided that 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 timely give such prompt written noticea Claim Notice shall not, however,not relieve the Indemnifying Party of its indemnification obligations,obligations hereunder, 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 thirty (30) days after its receipt ofbeen actually and materially prejudiced by 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 the Company’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 request. If the Indemnifying Party does not so respond within such 30-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.failure.