Common use of Certain Procedures Clause in Contracts

Certain Procedures. (a) A Quest Diagnostics Indemnified Party or SmithKline Xxxxxxx Indemnified Party (an "INDEMNIFIED PARTY") shall give the indemnifying party written notice of any matter which such Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement within 30 days of such determination, stating the indemnifiable amount, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The failure by any Indemnified Party so to notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to such Indemnified Party under this Article XI, except to the extent that the indemnifying party demonstrates that it has been materially prejudiced by such failure (except that the indemnifying party shall not be liable for any expense incurred during the period, if any, from the date that is thirty days after such determination to the date the Indemnified Party provides notice hereunder). If the indemnifying party does not notify the Indemnified Party within 30 days following its receipt of such notice that the indemnifying party disputes its liability to the Indemnified Party under this Article XI, such claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability of the indemnifying party under this Article XI and the indemnifying party shall pay the amount of such liability to the Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction pursuant to Section 12.16.

Certain Procedures. The holder of this Note that is entitled to receive shares of Common Stock issuable upon conversion of this Note pursuant to Section 6(a), (ab) A Quest Diagnostics Indemnified Party or SmithKline Xxxxxxx Indemnified Party (an "INDEMNIFIED PARTY"c), as applicable, shall be deemed to have converted this Note as of (i) shall give in the indemnifying party written event of a conversion pursuant to Section 6(a), the time of the closing and funding of the Qualified Equity Offering during the QEO Period, (ii) in the event of a conversion pursuant to Section 6(b), June 30, 2010, and (iii) in the event of a conversion pursuant to Section 6(c), upon the giving of the holder’s notice of conversion pursuant to Section 6(c) (as applicable, the “Conversion Date”). As of the Conversion Date, the Post-QEO Converted Amount, the Maturity Date Converted Amount or the COC Conversion Amount, as applicable, shall be converted automatically without any matter which such Indemnified Party has determined has given further action by the holder and whether this Note is surrendered to Debtor at the QEO Conversion Price or could give rise the Issuance Date Conversion Price (as the same may be adjusted pursuant to a right of indemnification under this Agreement within 30 days of such determinationSection 7 hereof), stating the indemnifiable amountas applicable; provided, if knownhowever, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The failure by any Indemnified Party so to notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to such Indemnified Party under this Article XI, except to the extent that the indemnifying party demonstrates that it has been materially prejudiced by such failure (except that the indemnifying party Debtor shall not be liable for obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion until this Note is either delivered to Debtor, as hereinafter provided, or the holder of this Note notifies Debtor, as hereinafter provided, that such Note have been lost, stolen or destroyed and executes an agreement reasonably satisfactory to Debtor to indemnify Debtor from any expense loss incurred during by it in connection therewith. Thereupon, there shall be issued and delivered to such holder, promptly at such office and in the period, if any, from the date that is thirty days after such determination to the date the Indemnified Party provides notice hereunder). If the indemnifying party does not notify the Indemnified Party within 30 days following its receipt name of such notice that holder as shown hereon, a certificate or certificates for the indemnifying party disputes its liability to number of shares of Common Stock into which the Indemnified Party under this Article XI, such claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability of the indemnifying party under this Article XI and the indemnifying party shall pay the amount Note surrendered was convertible as of such liability to the Indemnified Party on demand orConversion Date, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability and with respect to such claimpartial conversions, as provided abovea new note in the form of this Note for the remaining principal balance outstanding, together with accrued and unpaid interest, not so converted. Any person whose name the indemnifying party and the Indemnified Party certificate for shares of Common Stock is to be issued shall proceed in good faith be considered to negotiate have become a resolution holder of record of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court shares of competent jurisdiction pursuant to Section 12.16Common Stock as of the closing of business on the applicable Conversion Date.

Certain Procedures. (a) A Quest Diagnostics Indemnified Party or SmithKline Xxxxxxx Indemnified Party (an "INDEMNIFIED PARTY") shall give the indemnifying party written notice of any matter which such Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement within 30 days of such determination, stating the indemnifiable amountAGR will transmit by wire or, if knownrequested by Seller, by check the Advanced Amount of the Purchase Price for each Batch of Purchased Receivables on the next business day following the business day of AGR's receipt of the Assignment covering such Batch executed by the Seller or, if such Assignment is received after 1:00 p.m., on the second business day thereafter (a "Purchase Date"). All wire and method other transfer charges shall be for the account of computation the Seller. Upon such payment, the Seller will have sold to AGR all of the Seller's right, title and interest in such Batch of Purchased Receivables and other Transferred Property and in any proceeds thereof, and containing a reference AGR will be the sole and absolute owner thereof and will own all of the Seller's rights and remedies represented by such Batch of Purchased Receivables (including, without limitation, rights to direct or indirect payment from the respective Payors on such Batch of Purchased Receivables), and AGR will have obtained all of the Seller's rights under all guarantees, assignments and securities with respect to each Purchased Receivable included in such Batch. The Seller shall execute (or cause to be executed) all required Uniform Commercial Code releases or financing statements in favor of AGR. Collection and Servicing of Purchased Receivables. Prior to the provisions sale of this Agreement any Batch of Receivables hereunder, the Seller shall establish an account for all of its Receivables (the "Lockbox Account"), at Summit Bank or at such other bank as AGR may approve in writing (the "Lockbox Bank"), and shall enter into an agreement relating thereto in form and substance satisfactory to AGR and the Lockbox Bank. The Lockbox Account shall be an account in the name of AGR or its designee, and shall be the sole and exclusive property of AGR and its designee. All charges in connection with the Lockbox Account shall be for the account of the Seller. In the event that the Seller directly receives any payments in respect of which Purchased Receivables, the Seller shall within two (2) Business Days after receipt thereof (i) deposit in the Lockbox Account all such right payments on Purchased Receivables and (ii) send to AGR or its designee all remittance advices accompanying such payments or, if no such remittance advice accompanied any such payment, notice of indemnification is claimed or arisesthe amount so received. The failure by any Indemnified Party so to notify Upon AGR's receipt of a remittance advice from the indemnifying party shall not relieve the indemnifying party from any liability which it may have to such Indemnified Party under this Article XI, except to the extent that the indemnifying party demonstrates Lockbox Bank confirming that it has been materially prejudiced received payments on Receivables purchased, funds will be posted by such failure AGR (except that the indemnifying party shall not be liable for any expense incurred during the period"Application of Payments"), if any, from the date that is thirty days after such determination to the date specific Receivable within AGR's respective Batch. Such funds will be retained by AGR until the Indemnified Party provides notice hereunder). If the indemnifying party does not notify the Indemnified Party within 30 days following its receipt of such notice that the indemnifying party disputes its liability to the Indemnified Party under this Article XI, such claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability of the indemnifying party under this Article XI and the indemnifying party shall pay the amount of such liability to the Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability aggregate Break-even Point with respect to such claimBatch is reached. Thereafter, such amounts shall be payable to Seller as the Seller Interest promptly after receipt thereof (subject, in each case, to permitted offsets under this Agreement) on each Friday or if such day is not a business day, the next succeeding business day (each a "Settlement Date"). On each Settlement Date, AGR will deliver to the Seller a report (the "Settlement Report") substantially in the form of Exhibit B hereto. Each Settlement Report will set forth AGR's Application of Payments with respect to a Batch together with a list of Ineligible Receivables (as defined in Section 6 below) included in such Batch. Such Settlement Report may also list those Receivables included in such Batch with respect to which AGR has been unable to make a determination as to their continuing eligibility (the "Outstanding Receivables"). In the event that Seller has not disputed the Application of Payments contained in any Settlement Report within thirty (30) business days after its receipt by Seller, then all such undisputed Application of Payments shall be deemed final. The Seller shall be responsible for servicing and collection of Purchased Receivables subject to the terms and conditions of a Servicing Agreement, dated as of August __, 1997 by and between the Seller, as provided aboveprimary servicer (the "Primary Servicer"), and AGR. AGR shall have the indemnifying party right, upon the terms and the Indemnified Party shall proceed conditions set forth in good faith such Servicing Agreement, to negotiate terminate such Servicing Agreement and to designate a resolution of such dispute and, if not resolved through negotiations, such dispute shall "Back-up Servicer" which may be resolved by litigation in an appropriate court of competent jurisdiction pursuant to Section 12.16AGR.

Certain Procedures. In the event that a claim is made by a third party against any Investor Indemnitee or Company Indemnitee (a) A Quest Diagnostics Indemnified Party or SmithKline Xxxxxxx Indemnified Party (an the "INDEMNIFIED PARTYClaimant") which, if successful, would entitle such Claimant to indemnification hereunder, or any Claimant desires to make a claim against any party to this Agreement (the "Indemnitor") under this Section 6, the Claimant shall give prompt notice to the indemnifying party written notice Indemnitor of any matter actions, suits, proceedings and demands at any time instituted against or made upon Claimant and for which such Indemnified Party has determined has given or could give rise to the Claimant claims a right to indemnification hereunder (including the amount and circumstances surrounding any claim); PROVIDED that the failure of indemnification under a Claimant to give notice as provided in this Agreement within 30 days of such determination, stating the indemnifiable amount, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The failure by any Indemnified Party so to notify the indemnifying party Section 6.2 shall not relieve the indemnifying party from any liability which it may have to such Indemnified Party under this Article XIIndemnitor of its obligations hereunder, except to the extent that the indemnifying party demonstrates that it has been materially Indemnitor is actually prejudiced by such failure (except that the indemnifying party to give notice. The Indemnitor shall not be liable for any expense incurred during the period, if any, from the date that is thirty days after such determination to the date the Indemnified Party provides notice hereunder). If the indemnifying party does not notify the Indemnified Party within 30 days following its after receipt of notice undertake to defend, adjust, compromise or settle the action, suit, proceeding or demand on which such notice that the indemnifying party disputes its liability to the Indemnified Party under this Article XI, such claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability of the indemnifying party under this Article XI and the indemnifying party shall pay the amount of such liability to the Indemnified Party on demand oris based, in the case of any notice in which the amount name of the claim Claimant or otherwise as the Indemnitor shall elect. Notwithstanding the foregoing, the Claimant shall have the right to defend, adjust, compromise or settle any action, suit, proceeding or demand on its own behalf and to be indemnified therefor if (a) the Indemnitor does not provide the undertaking referred to in the previous sentence, (b) the Indemnitor has not employed counsel reasonably satisfactory to the Claimant, or (c) in the sole discretion of the Claimant, there is a conflict or potential conflict of interest between the Claimant and the Indemnitor or a legal defense available to it which differs from or is additional to those available to Indemnitor, in such action, suit or proceeding. The Indemnitor shall not, except with the consent of the Claimant, enter into any portion thereof) is estimated, on such later date when settlement that does not include as a term thereof an unconditional release of the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its Claimant from all liability with respect to such the applicable claim, as provided above, the indemnifying party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction pursuant to Section 12.16.

Certain Procedures. In the event that the Investor or the Company (a) A Quest Diagnostics Indemnified Party or SmithKline Xxxxxxx Indemnified Party (an as applicable, the "INDEMNIFIED PARTYCLAIMANT") desires to make a claim against the other party to this Agreement (the "INDEMNITOR") under this Section 6, the Claimant shall give the indemnifying party prompt written notice to the Indemnitor of any matter actions, suits, proceedings, and demands at any time instituted or made against Claimant (or, with respect to clause (ii) of Section 6.1(a), against the Company), and of any loss, cost, damage or expenses incurred by Claimant (or the Company) and for which such Indemnified Party has determined has given or could give rise to the Claimant claims a right to indemnification hereunder; provided, however, that the Claimant's failure to promptly give such notice shall not affect the obligations of indemnification an Indemnitor under this Agreement within 30 days of such determination, stating the indemnifiable amount, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The failure by any Indemnified Party so to notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to such Indemnified Party under this Article XI, Section 6 except to the extent that any defense or counterclaim otherwise available to Indemnitor shall have been prejudiced or the indemnifying party demonstrates Indemnitor's obligations shall otherwise have been increased as a consequence of such failure. The Claimant shall, at the time of giving such notice, if the Indemnitor shall agree in writing that it has been materially prejudiced by such failure (except that would have responsibility to indemnify under this Section 6, give the indemnifying party shall not be liable for any expense incurred during Indemnitor full authority to defend, adjust, compromise or settle the periodaction, if anysuit, from the date that is thirty days after such determination to the date the Indemnified Party provides notice hereunder). If the indemnifying party does not notify the Indemnified Party within 30 days following its receipt of proceeding or demand on which such notice that the indemnifying party disputes its liability to the Indemnified Party under this Article XI, such claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability of the indemnifying party under this Article XI and the indemnifying party shall pay the amount of such liability to the Indemnified Party on demand oris based, in the case name of the Claimant or otherwise as the Indemnitor shall elect unless, (a) there is a conflict or potential conflict of interest between the Claimant and the Indemnitor in such action, suit or proceeding, as advised by Claimant's counsel, or (b) in the reasonable judgment of Claimant, an adverse determination of such action, suit or proceeding could be materially detrimental to the Claimant's reputation or future business prospects. In the event of any notice claims under Section 6 hereof for indemnification, the Claimant shall advise the Indemnitor in which writing of the amount of and circumstances surrounding said claim. Notwithstanding the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect to such claim, as provided aboveforegoing, the indemnifying party and Company shall promptly notify the Indemnified Party shall proceed Investor of any claim made against the Company alleging that any Shares were not issued in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction pursuant to Section 12.16compliance with all applicable federal or state securities laws.

Certain Procedures. The holder of this Note that is entitled to receive shares of Common Stock issuable upon conversion of this Note pursuant to Section 6(a) or (a) A Quest Diagnostics Indemnified Party or SmithKline Xxxxxxx Indemnified Party (an "INDEMNIFIED PARTY") b), as applicable, shall give be deemed to have converted this Note upon the indemnifying party written giving of the holder’s notice of conversion pursuant to Section 6(a) or (b) (as applicable, the “Conversion Date”). As of the Conversion Date, the Voluntary Conversion Amount or the COC Conversion Amount, as applicable, shall be converted automatically without any matter which such Indemnified Party has determined has given further action by the holder and whether this Note is surrendered to Debtor at the QEO Conversion Price or could give rise the Issuance Date Conversion Price (as each may be adjusted pursuant to a right of indemnification under this Agreement within 30 days of such determinationSection 7 hereof), stating the indemnifiable amountas applicable; provided, if knownhowever, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The failure by any Indemnified Party so to notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to such Indemnified Party under this Article XI, except to the extent that the indemnifying party demonstrates that it has been materially prejudiced by such failure (except that the indemnifying party Debtor shall not be liable for obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion until this Note is either delivered to Debtor, as hereinafter provided, or the holder of this Note notifies Debtor, as hereinafter provided, that such Note have been lost, stolen or destroyed and executes an agreement reasonably satisfactory to Debtor to indemnify Debtor from any expense loss incurred during by it in connection therewith. Thereupon, there shall be issued and delivered to such holder, promptly at such office and in the period, if any, from the date that is thirty days after such determination to the date the Indemnified Party provides notice hereunder). If the indemnifying party does not notify the Indemnified Party within 30 days following its receipt name of such notice that holder as shown hereon, a certificate or certificates for the indemnifying party disputes its liability to number of shares of Common Stock into which the Indemnified Party under this Article XI, such claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability of the indemnifying party under this Article XI and the indemnifying party shall pay the amount Note surrendered was convertible as of such liability to the Indemnified Party on demand orConversion Date, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability and with respect to such claimpartial conversions, as provided abovea note in the form of this Note for the remaining principal balance outstanding, together with accrued and unpaid interest, not so converted. Any person whose name the indemnifying party and the Indemnified Party certificate for shares of Common Stock is to be issued shall proceed in good faith be considered to negotiate have become a resolution holder of record of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court shares of competent jurisdiction pursuant to Section 12.16Common Stock as of the closing of business on the applicable Conversion Date.

Certain Procedures. In the event that either party to this Agreement (the "Claimant") desires to make a claim against the other (the "Indemnitor") under this Article VII, the Claimant shall give prompt written notice to the Indemnitor of any actions, suits, proceedings and demands at any time instituted against or made upon the Claimant and for which the Claimant claims a right to indemnification hereunder. The Claimant shall, at the time of giving such notice, if the Indemnitor shall agree that it would have responsibility to indemnify under this Article VII, give the Indemnitor full authority to defend, adjust, compromise or settle the action, suit, proceeding or demand on which such notice is based, in the name of the Claimant or otherwise as the Indemnitor shall elect unless, in the reasonable judgment of the Claimant, there is a conflict or potential conflict of interest between the Claimant and the Indemnitor in such action, suit or proceeding, in which event each of the Claimant and the Indemnitor (a) A Quest Diagnostics Indemnified Party shall each have the right at its own expense and with counsel of its choosing to participate in the defense, adjustment, compromise or SmithKline Xxxxxxx Indemnified Party settlement thereof and (an "INDEMNIFIED PARTY"b) shall give cooperate fully with the indemnifying party written notice other in the defense, adjustment, compromise or settlement thereof. Without limiting the generality of any matter which such Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement within 30 days of such determination, stating the indemnifiable amount, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement Section 7.1 hereof, in respect the event of which such right any claims under Article VII hereof for indemnification, the Claimant shall advise the Indemnitor in writing of indemnification is claimed or arises. The the amount (if known) and circumstances surrounding said claim; provided, that the failure by any Indemnified Party so the Claimant to notify the indemnifying party include an amount that is not known shall not relieve prejudice the indemnifying party from right to recover any liability amounts which it may have the Claimant would otherwise be entitled to such Indemnified Party under this Article XI, except recover hereunder. With respect to the extent that the indemnifying party demonstrates that it has been materially prejudiced by such failure (except that the indemnifying party shall not be liable for any expense incurred during the periodliquidated claims, if any, from the date that is thirty days after such determination to the date the Indemnified Party provides notice hereunder). If the indemnifying party does not notify the Indemnified Party within 30 calendar days following its receipt of such notice that the indemnifying party disputes its liability to Indemnitor has not contested said claim in writing, the Indemnified Party under this Article XI, such claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability of the indemnifying party under this Article XI and the indemnifying party Indemnitor shall pay the full amount thereof in cash within 30 calendar days after the expiration of such liability to the Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determinedperiod. If the indemnifying party has timely disputed its liability with With respect to such claim, as provided above, the indemnifying party and the Indemnified Party shall proceed in good faith any Loss for which Seller is obligated to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction pay or reimburse Purchaser pursuant to this Section 12.16.7.2, Purchaser may, at its option, elect to offset against the Remaining Purchase Price Amount and accrued interest thereon in accordance with the provisions specified in Section 2.1 hereof. HOU04:16668.1 -34-

Certain Procedures. (a) A Quest Diagnostics Indemnified Party or SmithKline Xxxxxxx Indemnified Party (an "INDEMNIFIED PARTY") shall give Promptly upon becoming aware of the indemnifying party written notice existence of any matter Claim as to which such Indemnified Party has determined has given Indemnitee may be indemnified for Expenses or could give rise Indemnifiable Costs and as to a right of indemnification under this Agreement within 30 days of such determinationwhich Indemnitee desires to obtain indemnification, stating the indemnifiable amount, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The failure by any Indemnified Party so to Indemnitee shall notify the indemnifying party Chairman of the Board of the Corporation, but the failure to promptly notify the Chairman of the Board shall not relieve the indemnifying party Corporation from any liability which it may have to such Indemnified Party under this Article XIobligation hereunder, except and to the extent that such failure has materially and irrevocably harmed the indemnifying party demonstrates Corporation’s ability to defend against such Claim pursuant to Section 7(d) hereof. Upon receipt of such request, accompanied by such documentation and information as is not privileged or otherwise protected from disclosure, is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification, the Chairman of the Board shall promptly advise the members of the Board of Directors of the request and that it the establishment of a Determining Body with respect thereto will be a matter to be considered at the next regularly scheduled meeting of the Board. If a meeting of the Board of Directors is not regularly scheduled within 30 calendar days of the date the Chairman of the Board receives notice of the Claim, the Chairman of the Board shall cause a special meeting of the Board of Directors to be called within such period in accordance with the provisions of the Corporation’s By-laws. The Determining Body shall be established at such regularly scheduled meeting or special meeting, as the case may be. After the Determining Body has been materially prejudiced established, the Chairman of the Board shall inform Indemnitee of the constitution of the Determining Body. At any time after the Determining Body has been convened, it shall have the power, but not the obligation, to determine whether or not Indemnitee has met the Standard of Conduct and, at such time the determination is made, the Determining Body shall advise Indemnitee of its determination. The Determining Body shall make its decision as to whether the Standard of Conduct has been met by such failure (except that the indemnifying party shall not be liable for any expense incurred during the period, if any, from Indemnitee no later than 30 days following the date that is thirty days after such determination to a final judgment has been entered, or a settlement has been agreed, of the date Claim (the Indemnified Party provides notice hereunder“Determination Deadline Date”). If Indemnitee shall have made a good faith effort to comply with any requests of the indemnifying party does not notify Determining Body for relevant information related to the Indemnified Party within 30 days following its receipt Claim, including reasonable requests for additional information reasonably requested by the Determining Body, any failure of such notice the Determining Body to make a determination by the Determination Deadline Date as to whether the Standard of Conduct was met shall be deemed to be a determination that the indemnifying party disputes its liability to the Indemnified Party under this Article XI, such claim specified Standard of Conduct was met by the Indemnified Party in such notice shall be conclusively deemed a liability of the indemnifying party under this Article XI and the indemnifying party shall pay the amount of such liability to the Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction pursuant to Section 12.16Indemnitee.