N.Y. UCC Law § 2-607

Section 2--607. Effect of Acceptance; Notice of Breach; Burden of\n Establishing Breach After Acceptance; Notice of Claim\n or Litigation to Person Answerable Over.\n (1) The buyer must pay at the contract rate for any goods accepted.\n (2) Acceptance of goods by the buyer precludes rejection of the goods\naccepted and if made with knowledge of a non-conformity cannot be\nrevoked because of it unless the acceptance was on the reasonable\nassumption that the non-conformity would be seasonably cured but\nacceptance does not of itself impair any other remedy provided by this\nArticle for non-conformity.\n (3) Where a tender has been accepted\n (a) the buyer must within a reasonable time after he discovers or\n should have discovered any breach notify the seller of breach\n or be barred from any remedy; and\n (b) if the claim is one for infringement or the like (subsection\n (3) of Section 2--312) and the buyer is sued as a result of\n such a breach he must so notify the seller within a\n reasonable time after he receives notice of the litigation or\n be barred from any remedy over for liability established by\n the litigation.\n (4) The burden is on the buyer to establish any breach with respect to\nthe goods accepted.\n (5) Where the buyer is sued for breach of a warranty or other\nobligation for which his seller is answerable over\n (a) he may give his seller written notice of the litigation. If\n the notice states that the seller may come in and defend and\n that if the seller does not do so he will be bound in any\n action against him by his buyer by any determination of fact\n common to the two litigations, then unless the seller after\n seasonable receipt of the notice does come in and defend he\n is so bound.\n (b) if the claim is one for infringement or the like (subsection\n (3) of Section 2--312) the original seller may demand in\n writing that his buyer turn over to him control of the\n litigation including settlement or else be barred from any\n remedy over and if he also agrees to bear all expense and to\n satisfy any adverse judgment, then unless the buyer after\n seasonable receipt of the demand does turn over control the\n buyer is so barred.\n (6) The provisions of subsections (3), (4) and (5) apply to any\nobligation of a buyer to hold the seller harmless against infringement\nor the like (subsection (3) of Section 2--312).\n