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In the event that # an Indemnified Party becomes aware of the existence of any Indemnification Claim or # any Legal Proceedings shall be instituted, or any claim shall be asserted, by any Person not party to this Agreement in respect of an Indemnification Claim (a “Third-Party Claim”), the Indemnified Party shall promptly cause written notice thereof (a “Claim Notice”) to be delivered to the party from whom indemnification is sought (the “Indemnifying Party”) which, in a claim against the Indemnity Escrow Fund, shall be delivered to the Representative and Schultz; provided, however, that so long as such notice is given within the applicable time period described in [Section 9.1], no delay on the part of the Indemnified Party in giving any such notice shall relieve the Indemnifying Party of any indemnification obligation hereunder unless (and then solely to the extent that) the Indemnifying Party forfeits rights or defenses by reason of such delay. Each Claim Notice shall be in writing and # shall specify the basis for indemnification claimed by the Indemnified Party, # if such Claim Notice is being given with respect to a Third-Party Claim, shall describe in reasonable detail such Third-Party Claim and shall be accompanied by copies of all relevant pleadings, demands and other papers served on the Indemnified Party and # shall specify the amount of (or if not finally determined, a good faith estimate of, if reasonably practicable) the Losses being incurred by, or imposed upon, the Indemnified Party on account of the basis for the claim for indemnification.

In the event that # anany [[Organization A:Organization]] Indemnified Party becomes aware of the existence of any Indemnification Claim or # any Legal Proceedings shall be Indemnified Party elects to assert a claim for indemnification hereunder arising from a claim or demand made, or an Action or investigation instituted, or any claim shall be asserted, by any Person not a party to this Agreement or an Affiliate of a party to this Agreement that may result in respect of an Indemnification Claima Loss for which indemnification may be claimed under this Article XVII (a “Third-“Third Party Claim”), the Indemnified Party shallsuch party seeking indemnification (the “Indemnified Party”) shall, as promptly causeas practicable give written notice thereof (a “Claim“Claims Notice”) to be delivered to the other party from whom indemnification is sought (the “Indemnifying Party”) which,. Such Claims Notice shall specify in areasonable detail the facts constituting the basis for, and the amount of, the claim against the Indemnity Escrow Fund, shall be delivered to the Representative and Schultz; provided, however, that so long as such notice is given within the applicable time period described in [Section 9.1], no delay on the part of theasserted. The failure by any Indemnified Party in giving any such noticeto notify the Indemnifying Party as promptly as practicable shall relieve the Indemnifying Party of anyits indemnification obligation hereunder unless (and then solelyobligations to the extent that)such failure or other actions taken by the Indemnified Party shall actually prejudice an Indemnifying Party; provided, however, that an Indemnifying Party shall have no obligation whatsoever to indemnify an Indemnified Party if a Claims Notice containing the information specified above is not received by the Indemnifying Party forfeits rights or defenses by reason of such delay. Each Claim Notice shall be in writing and # shall specifyprior to the basis for indemnification claimed by the Indemnified Party, # if such Claim Notice is being given with respect to a Third-Party Claim, shall describe in reasonable detail such Third-Party Claim and shall be accompanied by copies of all relevant pleadings, demands and other papers served on the Indemnified Party and # shall specify the amount of (or if not finally determined, a good faith estimate of, if reasonably practicable) the Losses being incurred by, or imposed upon, the Indemnified Party on accounttermination of the basis for the claim for indemnification. applicable periods described in [Section 16.05].

In the event that # an Indemnifiedany party hereto shall claim that it is entitled to be indemnified pursuant to the terms of this [Article IX], such party (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 becomes aware of the existencereceives notice of any Indemnification Claimaction, Proceeding, demand, assessment, claim, loss, liability or # any Legal Proceedings shall be instituted,damages, whether or not involving any claim shallof a third party (a “Third Party Claim”), that may reasonably be asserted, by any Person not partyexpected to this Agreement in respect of an Indemnification Claim (a “Third-Party Claim”), the Indemnified Party shall promptly cause written notice thereof (a “Claim Notice”) to be delivered to the party from whom indemnification is sought (the “Indemnifying Party”) which,result in a claim for indemnification by the Claiming Party against the Indemnity Escrow Fund, shall be delivered to the Representative and Schultz; provided, however, that so long as such notice is given within the applicable time period described in [Section 9.1], no delay on the part of the Indemnified Party in giving any such notice shall relieve the Indemnifying Party of any indemnification obligation hereunder unless (and then solely to the extent that) the Indemnifying Party forfeits rights or defenses by reason of such delay. EachParty. The Claim Notice shall be in writing and # shall specify the basis forof such indemnification claim including the specifics regarding any breach of representation, warranty or covenant claimed by the Indemnified Party, # ifClaiming Party and the Losses incurred by, or anticipated to be incurred by, the Claiming Party on account thereof. If such Losses are final and liquidated in amount, the Claim Notice is being given with respect to a Third-Party Claim, shall describe in reasonable detailso state and such Third-Party Claim andamount shall be accompanied by copies of all relevant pleadings, demands and other papers served on the Indemnified Party and # shall specifydeemed the amount of (orthe claim of the Claiming Party. If such Losses are not final and liquidated, the Claim Notice shall so state and, if not finally determined,reasonably possible, the Claiming Party shall make a good faith estimate of, if reasonably practicable)of the indemnifiable Losses it expects to sustain and in such event a claim shall be deemed asserted against the Indemnifying Party on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such claim is liquidated and the Losses being incurred by, or imposed upon, the Indemnified Party on account of the basis for the claim for indemnification. are finally determined.

In the event that # an Indemnified Party becomes awareNotice of the existenceClaim. All indemnification claims in respect of any Indemnification Claima Party, its Affiliates, or # any Legal Proceedingstheir respective directors, officers, employees and agents shall be instituted, or any claim shall be asserted,made solely by any Person not partysuch Party to this Agreement (the “Indemnified Party”). The Indemnified Party shall give the indemnifying Party prompt written notice (an “Indemnification Claim Notice”) of any Losses or discovery of fact upon which such Indemnified Party intends to base a request for indemnification under this Article 11, but in no event shall the indemnifying Party be liable for any Losses that result from any delay in providing such notice. Each Indemnification Claim Notice must contain a description of the claim and the nature and amount of such Loss (to the extent that the nature and amount of such Loss is known at such time). The Indemnified Party shall furnish promptly to the indemnifying Party copies of all papers and official documents received in respect of an Indemnification Claim (a “Third-any Losses and Third Party Claim”), the Indemnified Party shall promptly cause written notice thereof (a “Claim Notice”) to be delivered to the party from whom indemnification is sought (the “Indemnifying Party”) which, in a claim against the Indemnity Escrow Fund, shall be delivered to the Representative and Schultz; provided, however, that so long as such notice is given within the applicable time period described in [Section 9.1], no delay on the part of the Indemnified Party in giving any such notice shall relieve the Indemnifying Party of any indemnification obligation hereunder unless (and then solely to the extent that) the Indemnifying Party forfeits rights or defenses by reason of such delay. Each Claim Notice shall be in writing and # shall specify the basis for indemnification claimed by the Indemnified Party, # if such Claim Notice is being given with respect to a Third-Party Claim, shall describe in reasonable detail such Third-Party Claim and shall be accompanied by copies of all relevant pleadings, demands and other papers served on the Indemnified Party and # shall specify the amount of (or if not finally determined, a good faith estimate of, if reasonably practicable) the Losses being incurred by, or imposed upon, the Indemnified Party on account of the basis for the claim for indemnification. Claims.

InNotice. The indemnified Party (“Indemnitee”) will promptly notify the event that # an Indemnifiedindemnifying Party becomes aware(“Indemnitor”) in writing of the existenceassertion or the commencement of the relevant Third Party Claim; provided, however, that any failure or delay to notify shall not excuse any obligation of the Indemnitor, except to the extent the Indemnitor is actually prejudiced thereby. Such notice must contain a description of the claim and the nature and amount of any Indemnification Claim or # any Legal ProceedingsLosses (to the extent that the nature and the amount of such Losses is known at such time). The Indemnitee shall be instituted, or any claim shall be asserted, by any Person not partyfurnish promptly to this Agreementthe Indemnitor copies of all papers and official documents received in respect of an Indemnification Claim (a “Third-any Losses and Third Party Claim”), the Indemnified Party shall promptly cause written notice thereof (a “Claim Notice”) to be delivered to the party from whom indemnification is sought (the “Indemnifying Party”) which, in a claim against the Indemnity Escrow Fund, shall be delivered to the Representative and Schultz; provided, however, that so long as such notice is given within the applicable time period described in [Section 9.1], no delay on the part of the Indemnified Party in giving any such notice shall relieve the Indemnifying Party of any indemnification obligation hereunder unless (and then solely to the extent that) the Indemnifying Party forfeits rights or defenses by reason of such delay. Each Claim Notice shall be in writing and # shall specify the basis for indemnification claimed by the Indemnified Party, # if such Claim Notice is being given with respect to a Third-Party Claim, shall describe in reasonable detail such Third-Party Claim and shall be accompanied by copies of all relevant pleadings, demands and other papers served on the Indemnified Party and # shall specify the amount of (or if not finally determined, a good faith estimate of, if reasonably practicable) the Losses being incurred by, or imposed upon, the Indemnified Party on account of the basis for the claim for indemnification. Claims.

In the event that # anany Indemnified Party becomes aware of the existence ofelects to bring a claim that does not involve a Third Party Claim for indemnity against any Indemnification Claim or # any Legal Proceedings shall be instituted, or any claim shall be asserted, by any Person not party to this Agreement in respect of an Indemnification Claim (a “Third-Party Claim”),Indemnifying Party, the Indemnified Party shall promptly causedeliver written notice thereof (a “Claim Notice”) to be deliveredof such claim to the party from whom indemnification is sought (the “Indemnifying Party”) which,Indemnifying Party as promptly as practicable. Such notice shall specify in areasonable detail the facts constituting the basis for, and the amount of, the claim against the Indemnity Escrow Fund, shall be delivered to the Representative and Schultz; provided, however, that so long as such notice is given within the applicable time period described in [Section 9.1], no delay on the part of theasserted. The failure by any Indemnified Party in giving any such noticeto notify the Indemnifying Party as promptly as practicable shall relieve the Indemnifying Party of anyits indemnification obligation hereunder unless (and then solely to the extent that)such failure or other action taken by the Indemnified Party shall actually prejudice the Indemnifying Party; provided, however, that an Indemnifying Party shall have no obligation whatsoever to indemnify an Indemnified Party if the written notice described in this [Section 17.02(d)] is not received by the Indemnifying Party forfeits rights or defenses by reason of such delay. Each Claim Notice shall be in writing and # shall specifyprior to the basis for indemnification claimed by the Indemnified Party, # if such Claim Notice is being given with respect to a Third-Party Claim, shall describe in reasonable detail such Third-Party Claim and shall be accompanied by copies of all relevant pleadings, demands and other papers served on the Indemnified Party and # shall specify the amount of (or if not finally determined, a good faith estimate of, if reasonably practicable) the Losses being incurred by, or imposed upon, the Indemnified Party on accounttermination of the basis for the claim for indemnification. applicable periods described in [Section 16.05].

In the event that #If an Indemnified Party becomes awareBuyer 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 indemnification under this Article 8 (whether or not the existenceamount of any Indemnification Claim or # any Legal ProceedingsIndemnifiable Losses relating thereto is then quantifiable), such Indemnified Entity shall be instituted, or anyassert its claim shall be asserted,for indemnification by any Person not party to this Agreement in respect of an Indemnification Claim (a “Third-Party Claim”), the Indemnified Party shall promptly causegiving written notice thereof (a Claim Notice“Claim Notice”) to be delivered to the party from whomwhich indemnification is sought (the Indemnifying Party“Indemnifying Entity”) which, in# if the event or occurrence giving rise to such claim for 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 againstfor 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 Indemnity Escrow Fund, shall be delivered todiscovery by the Representative and Schultz; provided, however, that so long as such notice is given within the applicable time period described in [Section 9.1], no delay on the partIndemnified Entity of the Indemnified Partycircumstances giving rise to such claim for indemnity; provided, that in giving any such notice shalleach case in clauses (i) and (ii), that the failure to notify or delay in notifying the Indemnifying Entity, as the case may be, will not relieve the Indemnifying PartyEntity of any indemnification obligation hereunder unless (and then solelyits obligations pursuant to this Article 8, except to the extent that) thethat such Indemnifying Party forfeits rights or defenses by reason of such delay.Entity is materially prejudiced as a result thereof. Each Claim Notice shall be in writingdescribe the claim and # shall specify the basis for indemnification claimed by the Indemnified Party, # ifof such Claim Notice is being given with respect to a Third-Party Claim, shall describeclaim in reasonable detail such Third-Party Claim and shall be accompanied by copies of all relevant pleadings, demands and other papers served on the Indemnified Party and # shall specify the amount of (or if not finally determined, a good faith estimate of, if reasonably practicable) the Losses being incurred by, or imposed upon, the Indemnified Party on account of the basis for the claim for indemnification. detail.

Notice of Third Party Claim. In the event that # an Indemnified Party becomes awareorder for a party (an “Indemnified Party”) to be entitled to any indemnification under this ‎ARTICLE VIII in respect of the existenceLosses arising out of any Indemnification Claim or # any Legal Proceedings shall be instituted,involving a claim or any claim shall be asserted,demand made by any Person not party to this Agreement in respect of an Indemnification Claimother than Buyer or Seller against a Buyer Indemnified Party or a Seller Indemnified Party, as applicable (a “Third-“Third Party Claim”), the Indemnified Party shall promptly cause written notice thereof (a “Claim Notice”) to be delivered tomust notify the party from whom indemnification is sought under this ‎ARTICLE VIII (the “Indemnifying Party”) which,promptly in writing (including in such notice a claim againstbrief description of the Indemnity Escrow Fund, shall be deliveredThird Party Claim, including damages sought or estimated, to the Representative and Schultz;extent actually known or reasonably capable of estimation by the Indemnified Party); provided, however, that so long asthe failure to promptly provide such notice is given withinshall not affect the applicable time period described in [Section 9.1], no delay onindemnification provided under this ‎ARTICLE VIII except to the partextent that the Indemnifying Party has been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party in giving any such notice shall relievedeliver to the Indemnifying PartyParty, promptly after the Indemnified Party’s receipt thereof, copies of any indemnification obligation hereunder unless (and then solely to the extent that) the Indemnifying Party forfeits rights or defenses by reason of such delay. Each Claim Notice shall be in writing and # shall specify the basis for indemnification claimedall documents (including court papers) received by the Indemnified Party, # if such Claim Notice is being given with respectParty relating to a Third-the Third Party Claim, shall describe in reasonable detail such Third-Party Claim and shall be accompanied by copies of all relevant pleadings, demands and other papers served on the Indemnified Party and # shall specify the amount of (or if not finally determined, a good faith estimate of, if reasonably practicable) the Losses being incurred by, or imposed upon, the Indemnified Party on account of the basis for the claim for indemnification. Claim.

Notice. Each Party will notify the other Party in writing in the event it becomes aware of a claim for which indemnification may be sought hereunder. In the event that # an Indemnifiedany Third Party becomes aware of the existence ofasserts a claim or other proceeding (including any Indemnification Claim or #governmental investigation) with respect to any Legal Proceedings shall be instituted, or any claim shall be asserted, by any Person not partymatter for which a Party (the “Indemnified Party”) is entitled to this Agreement in respect of an Indemnification Claimindemnification hereunder (a “Third-“Third Party Claim”), then the Indemnified Party shall promptly cause written notice thereof (a “Claim Notice”)notify the Party obligated to be delivered toindemnify the party from whom indemnification is soughtIndemnified Party (the “Indemnifying Party”) which, in a claim against the Indemnity Escrow Fund, shall be delivered to the Representative and Schultz;thereof; provided, however, that so long as such notice is given within the applicable time period described in [Section 9.1], no delay on the part of the Indemnified Party in giving any such noticenotifying the Indemnifying Party shall relieve the Indemnifying Party offrom any indemnification obligation hereunder unless (and then solelyonly to the extent that) the Indemnifying Party forfeits rights or defenses by reason of such delay. Each Claim Notice shall be in writing and # shall specify the basis for indemnification claimed by the Indemnified Party, # if such Claim Notice is being given with respect to a Third-Party Claim, shall describe in reasonable detail such Third-Party Claim and shall be accompanied by copies of all relevant pleadings, demands and other papers served on the Indemnified Party and # shall specify the amount of (or if not finally determined, a good faith estimate of, if reasonably practicable) the Losses being incurred by, or imposed upon, the Indemnified Party on account of the basis for the claim for indemnification. prejudiced thereby.

In the event that # an Indemnifiedany party hereto shall claim that it is entitled to be indemnified pursuant to the terms of this Article IX, such party (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 becomes awarereceives 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 by 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 be incurred by, the Claiming Party on account thereof. If such Losses are final and liquidated in amount, the Claim Notice shall so state and such amount shall be deemed the amount of the existenceclaim of any Indemnificationthe Claiming Party. If such Losses are not final and liquidated, the Claim or # any Legal ProceedingsNotice shall be instituted, or anyso state and in such event a claim shall be asserted, by any Person not party to this Agreement in respect of an Indemnification Claim (a “Third-Party Claim”), the Indemnified Party shall promptly cause written notice thereof (a “Claim Notice”) to be delivered to the party from whom indemnification is sought (the “Indemnifying Party”) which, in a claimdeemed asserted against the Indemnity Escrow Fund, shall be delivered to the Representative and Schultz; provided, however, that so long as such notice is given within the applicable time period described in [Section 9.1], no delay on the part of the Indemnified Party in giving any such notice shall relieve the Indemnifying Party on behalf of any indemnification obligation hereunder unless (and then solely to the extent that) the Indemnifying Party forfeits rights or defenses by reason of such delay. Each Claim NoticeClaiming Party, but no payment shall be in writing and # shall specify the basis for indemnification claimed by the Indemnified Party, # if such Claim Notice is being given with respect to a Third-Party Claim, shall describe in reasonable detail such Third-Party Claim and shall be accompanied by copies of all relevant pleadings, demands and other papers servedmade on the Indemnified Party and # shall specifyaccount thereof until the amount of (or if not finally determined, a good faith estimate of, if reasonably practicable)such claim is liquidated and the Losses being incurred by, or imposed upon, the Indemnified Party on account of the basis for the claim for indemnification. are finally determined.

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