Direct Claims. Any claim by an Indemnified Party on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall 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 30 days after 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 the Indemnified 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 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 claimAction by an Indemnified Party on account of a Loss whichthat 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.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 thereofthereof, 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 30thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such 30-day period, theThe 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 Indemnified Party'Company’s premises and personnel and the right to examine and copy any accounts, documentsdocuments, 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 byfor indemnification for any matter not involving an Indemnified Party on account of a Loss which does not result fromAction brought pursuant to a Third Party Claim (a “Direct Claim”) shallmay be asserted by the Indemnified Party givingwritten notice to 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 30fifteen (15) days after itsfollowing receipt of notice of the Direct Claim to make such notice to respond in writing toinvestigation of the Direct Claim as the Indemnifying Party reasonably considers necessary or appropriate. For the purpose of such Direct Claim. During such 30-day period,investigation, the Indemnified Party shall allowmake available to the Indemnifying Party and its professional advisorsthe information relied upon by the Indemnified Party to investigate the matter or circumstance alleged to give rise tosubstantiate 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 givingtogether with all such other information and assistance (including access to the Indemnified 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 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.

Direct Claims. Any claim by an Indemnified Party on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall 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 shallwill have 30a 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. During such 30-day period,its liability with respect thereto or 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 Indemnified 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 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].

Direct Claims. Any claim by an Indemnified Party on account ofWhenever any Claim shall be made that alleges a Loss for which does not result from a Third Party Claim (a “Direct Claim”indemnification would be payable hereunder, the party entitled to indemnification (the “Indemnitee”) shall be asserted bynotify the Indemnified Party givingindemnifying party (the “Indemnitor”) in writing within 30 days after the Indemnifying Party prompt written notice thereof.Indemnitee has actual knowledge of such 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 30 days after 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 the Indemnified 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 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.

DirectThird Party Claims. AnyIf any claim byor demand in respect of which an Indemnified Party on accountmight seek indemnity under this Article XI is asserted against such Indemnified Party by a third party (a “Third Party Claim”), the Indemnified Party shall 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 within a Loss which does not result from aperiod of thirty (30) days following the assertion of the Third Party Claim (a “Direct Claim”) shall be asserted byagainst the Indemnified Party giving(the “Third Party Claim Notice Period”); provided, that the failure to so notify the Indemnifying Party prompt written notice thereof. The failure to give such prompt written noticewithin 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 30Within fifteen (15) days after its receipt of such notice to respond in writing to such Direct Claim. During such 30-day period, the IndemnifiedThird 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 Indemnified 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 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 claim by an Indemnified Party​ on account of a Loss whichDamages 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. Thethereof, 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; 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 thereofdetail 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 30a period of thirty (30) days after its receipt of such noticewithin which 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 the Indemnified 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 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.

Direct Claims. Any claim by anAn Indemnified Party on accountshall give Indemnitor written notice of any claim, assertion, event or proceeding by or in respect of a Lossthird party as to which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by thesuch Indemnified Party givingmay request indemnification hereunder as soon as is practicable and in any event within thirty (30) days of the Indemnifyingtime that such Indemnified Party prompt written notice thereof. Thelearns of such claim, 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 30 days after 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 the Indemnified 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 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. AnyIn order to be valid, any indemnification claim by an Indemnified Party on account of a Loss whichthat does not resultarise from a Third Party Claim (a “Direct Claim”) shallthird-party claim must be asserted in good faith by the Indemnified Party giving the Indemnifying Party prompta written notice thereof. The failure to givethe 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 prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and onlyclaim to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such noticethen known by the Indemnified Party shall describeIndemnitee, including the Direct Claim in reasonable detail, shall include copies of all material written evidence thereofbasis for such anticipated liability and shall indicate the estimated amount, if reasonably practicable,nature of the Loss that has been or may be sustained bybreach to which such Losses are related (including the Indemnified Party.clause of ARTICLE VIII giving rise to the indemnity obligation). The Indemnifying Party shallIndemnitor will have 30a period of thirty (30) days after its receipt of such notice within which to respond in writing toaccept or dispute 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 riseclaim by providing written notice 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 Indemnified 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 request.Indemnitee. If the Indemnifying PartyIndemnitor does not so respond within such 30-day period,thirty (30) days, the Indemnifying Party shallIndemnitor will be deemed to have rejectedaccepted responsibility for the Losses set forth in such claim,notice and will have no further right to contest the validity of such notice. If the Indemnitor responds in which casesuch thirty (30) day period and rejects such claim in whole or in part, the Indemnified Party shallIndemnitee will be free to pursue such remedies as may be available to the Indemnified Party on the terms and subjectit under this Agreement (subject to the provisions of this Agreement.Section 9.16), any other Ancillary Documents or applicable Law.