ERISA and Other Claims. Upon the filing or receiving thereof, copies of all reports and notices that each Borrower or any ERISA Affiliate files under ERISA with the Internal Revenue Service, the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or that each Borrower or any Affiliate receives from any of the foregoing or from any multiemployer plan (within the meaning of [Section 4001(a)(3)] of ERISA) to which each Borrower or any of its Affiliates is or was, within the preceding five years, a contributing employer, in each case in respect of any “reportable event” (as defined in [Section 4043] of ERISA) that could, in the aggregate, result in the imposition of liability on each Borrower and/or any such Affiliate.

Other ERISA Notices. Promptly and in any event within 3 Business Days after receipt thereof by the Borrower or any member of the Controlled Group from a Multiemployer Plan sponsor, the Credit Parties shall provide to the Lenders a copy of each notice received by the Borrower or any member of the Controlled Group concerning the imposition or amount of withdrawal liability imposed on the Borrower or any member of the Controlled Group pursuant to [Section 4202] of ERISA;

Other Material Claims and Actions. There are no claims, actions, or proceedings pending or, to [[Merus:Organization]]’s knowledge, threatened by any Third Party; nor, to [[Merus:Organization]]’s knowledge, are there any formal inquiries initiated or written notices received that may lead to the institution of any such legal proceedings, in each case (or in aggregate) against [[Merus:Organization]] or its properties, assets or business, which if adversely decided, would, individually or in the aggregate, have a material adverse effect on, or prevent [[Merus:Organization]]’s ability to conduct the Research or to grant the licenses or rights granted to Lilly under this Agreement.

Other Claims. In the event an indemnitee should have a claim against an indemnitor under this Agreement that does not involve a Third-Party Claim, the indemnitee shall deliver notice of such claim to the indemnitor promptly following discovery of any indemnifiable Loss, but in any event not later than the last date set forth in [Section 8.3.2(a)] or [Section 8.3.3(a)], as the case may be, for making such claim. Such notice shall, to the extent known by the indemnitee at the time, state in reasonable detail the amount or an estimated amount of such claim, and shall specify the facts and circumstances, to the extent known by the indemnitee at the time, which form the basis (or bases) for such claim, and shall further specify the representations, warranties or covenants alleged to have been breached. Failure to give such notification shall not affect the indemnification provided hereunder, except to the extent the indemnitor shall have been prejudiced as a result of such failure. Upon receipt of any such notice, the indemnitor shall notify the indemnitee as to whether the indemnitor accepts liability for any Loss. If the indemnitor disputes its liability with respect to such claim, as provided above, the indemnitor and the indemnitee shall attempt to resolve such dispute in accordance with the terms and provisions of Section 10.10.

Other ERISA Notices. Promptly and in any event within 3 Business Days after receipt thereof by the Borrower or any member of the Controlled Group from a Multiemployer Plan sponsor, the Credit Parties shall provide to the Lenders a copy of each notice received by the Borrower or any member of the Controlled Group concerning the imposition or amount of withdrawal liability imposed on the Borrower or any member of the Controlled Group pursuant to [Section 4202] of ERISA;

Regarding any claim (other than a Company Claim) related to a Product, Company will promptly notify Microsoft in writing of such claim. Microsoft has no duty to defend Company or pay damages arising out of such claim.

ERISA and Other Claims. Upon the filing or receiving thereof, copies of all reports and notices that such Servicer or any ERISA Affiliate files under ERISA with the Internal Revenue Service, the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or that any Servicer or any Affiliate receives from any of the foregoing or from any multiemployer plan (within the meaning of [Section 4001(a)(3)] of ERISA) to which such Servicer or any of its Affiliates is or was, within the preceding five years, a contributing employer, in each case in respect of any “reportable event” (as defined

Claims; Other Actions. As soon as it becomes aware, each Party will give the other prompt written notice of any defect or alleged defect in any Material, any injury alleged to have occurred as a result of the use or application of a Product related to the Material, any circumstances that may reasonably be expected to give rise to litigation or recall of a Product related to the Material, or any regulatory action that may affect the sale, manufacture or packaging of a Product, to the extent related to the Material, specifying, to the extent the Party has such information, the time, place and circumstances thereof and the names and addresses of the Persons involved. Each Party will also furnish promptly to the other copies of all papers received in respect of any claim, action or suit arising out of such alleged defect, injury, recall or regulatory action.

ERISA Events and ERISA Reports. Except as would not reasonably be expected to have a Material Adverse Effect, # promptly and in any event within 10 days after any Loan Party or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a statement of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, that such Loan Party or such ERISA Affiliate has taken and proposes to take with respect thereto and # on the date any records, documents or other information must be furnished to the PBGC with respect to any Plan pursuant to [Section 4010] of ERISA, a copy of such records, documents and information.

ERISA Events and ERISA Reports. Promptly and in any event within 10 days after such Borrower or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, which would reasonably be expected to result in a Material Adverse Effect, a statement of a Financial Officer of such Borrower describing such ERISA Event and the action, if any, such Borrower or such ERISA Affiliate has taken and proposes to take with respect thereto.