Common use of Direct Claim Procedures Clause in Contracts

Direct Claim Procedures. If any Indemnified Party has a claim for indemnification hereunder that does not involve a Third Party Claim, the Indemnified Party shall give the Indemnifying Party written notice thereof describing in reasonable detail (based on the information then available to the Indemnified Party) the basis for such claim and the amount of the Damages claimed by the Indemnified Party (the “Claimed Amount”) in respect thereof. Notwithstanding the foregoing, the failure or delay of the Indemnified Party to give such notice shall not relieve the Indemnifying Party of its indemnification obligations hereunder except to the extent (and only to the extent) that the Indemnifying Party shall have been materially and adversely prejudiced by such failure and provided always that any such notice is provided prior to the expiration of the applicable survival period provided herein. Within thirty days after delivery of such notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party of the Claimed Amount), (ii) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case such response shall be accompanied by payment by the Indemnifying Party of the Agreed Amount), or (iii) in good faith dispute that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party timely disputes the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall negotiate in good faith to resolve such dispute as promptly as practicable. If such dispute is not resolved within fifteen days following the delivery by the Indemnifying Party of such response, the Indemnified Party and the Indemnifying Party shall each have the right to submit such dispute for resolution to a court of competent jurisdiction in accordance with the provisions of Section 9.8.

Direct Claim Procedures. If any In the event an Indemnified Party has brings a claim for indemnification hereunder indemnity against an Indemnifying Party that does not involve a Third Party Claim (a “Direct Claim”), the Indemnified Party shall give prompt notice in writing of such Direct Claim to the Indemnifying Party written notice thereof describing in reasonable detail (based on the information then available to the Indemnified Party) the basis for such claim and the amount of the Damages claimed by the Indemnified Party (the “Claimed Amount”) in respect thereof. Notwithstanding the foregoing, the The failure or delay of the Indemnified Party to give such prompt written notice shall not not, however, relieve the Indemnifying Party of its indemnification obligations hereunder obligations, except to the extent (and only to the extent) extent that the Indemnifying Party is materially prejudiced by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail (excluding anything subject to attorney-client or similar privilege) with respect thereto and shall indicate the estimated amount, if reasonably known and quantifiable and assuming the truth of the facts asserted therein, of the Losses that have been or may be sustained by the Indemnified Party; provided, however, that (a) the notice with respect to a Direct Claim (a “Direct Claim Notice”) need only specify such information to the knowledge of such Indemnified Party as of the date of such notice and (b) shall be updated and amended from time to time by the Indemnified Party by delivering an updated or amended Direct Claim Notice. The Indemnifying Party shall have been materially and adversely prejudiced by such failure and provided always that any sixty (60) days after its receipt of such notice is provided prior to respond in writing to such Direct Claim Notice. During such 60-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 expiration 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, the Companies’ and its Subsidiaries’ 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. The Indemnifying Party may object to a claim for indemnification set forth in a Direct Claim Notice by delivering a notice to the Indemnified Party seeking indemnification within sixty (60) days of the delivery of the applicable survival period provided hereinDirect Claim Notice (the “Direct Claim Objection Deadline”), setting forth in reasonable detail the objections to the Direct Claim. Within thirty days after delivery of such noticeIf the Indemnifying Party notifies the applicable Indemnified Party that it objects by the Direct Claim Objection Deadline or fails to object by the Direct Claim Objection Deadline, the Indemnifying Party shall deliver 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 a written response in which on the Indemnifying Party shall (i) agree that the Indemnified Party is entitled terms and subject to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party of the Claimed Amount), (ii) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case such response shall be accompanied by payment by the Indemnifying Party of the Agreed Amount), or (iii) in good faith dispute that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party timely disputes the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall negotiate in good faith to resolve such dispute as promptly as practicable. If such dispute is not resolved within fifteen days following the delivery by the Indemnifying Party of such response, the Indemnified Party and the Indemnifying Party shall each have the right to submit such dispute for resolution to a court of competent jurisdiction in accordance with the provisions of Section 9.8this Agreement.

Direct Claim Procedures. If any In the event an Indemnified Party has brings a claim for indemnification hereunder indemnity against an Indemnifying Party that does not involve a Third Third-Party Claim (a “Direct Claim”), the Indemnified Party shall give prompt notice in writing of such Direct Claim to the Indemnifying Party written notice thereof describing in reasonable detail (based on the information then available to the Indemnified Party) the basis for such claim and the amount of the Damages claimed by the Indemnified Party (the “Claimed Amount”) in respect thereof. Notwithstanding the foregoing, the The failure or delay of the Indemnified Party to give such prompt written notice shall not not, however, relieve the Indemnifying Party of its indemnification obligations hereunder obligations, except to the extent (and only to the extent) extent that the Indemnifying Party is materially prejudiced by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail (excluding anything subject to attorney-client or similar privilege) with respect thereto and shall indicate the estimated amount, if reasonably known and quantifiable and assuming the truth of the facts asserted therein, of the Losses that have been or may be sustained by the Indemnified Party; provided, however, that (a) the notice with respect to a Direct Claim (a “Direct Claim Notice”) need only specify such information to the knowledge of such Indemnified Party as of the date of such notice and (b) shall be updated and amended from time to time by the Indemnified Party by delivering an updated or amended Direct Claim Notice. The Indemnifying Party shall have been materially and adversely prejudiced by such failure and provided always that any sixty (60) days after its receipt of such notice is provided prior to respond in writing to such Direct Claim Notice. During such 60-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 expiration 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 reasonable access to the Indemnified Party’s, the Company’s and its Subsidiaries’ 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. The Indemnifying Party may object to a claim for indemnification set forth in a Direct Claim Notice by delivering a notice to the Indemnified Party seeking indemnification within sixty (60) days of the delivery of the applicable survival period provided hereinDirect Claim Notice (the “Direct Claim Objection Deadline”), setting forth in reasonable detail the objections to the Direct Claim. Within thirty days after delivery of such noticeIf the Indemnifying Party notifies the applicable Indemnified Party that it objects by the Direct Claim Objection Deadline or fails to object by the Direct Claim Objection Deadline, the Indemnifying Party shall deliver 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 a written response in which on the Indemnifying Party shall (i) agree that the Indemnified Party is entitled terms and subject to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party of the Claimed Amount), (ii) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case such response shall be accompanied by payment by the Indemnifying Party of the Agreed Amount), or (iii) in good faith dispute that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party timely disputes the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall negotiate in good faith to resolve such dispute as promptly as practicable. If such dispute is not resolved within fifteen days following the delivery by the Indemnifying Party of such response, the Indemnified Party and the Indemnifying Party shall each have the right to submit such dispute for resolution to a court of competent jurisdiction in accordance with the provisions of Section 9.8this Agreement.

Direct Claim Procedures. If any Indemnified Party (a) In the event an Indemnitee has a claim for indemnification hereunder indemnity under Section 4.03 against an Indemnifying Party that does not involve a Third Third-Party Claim, the Indemnified Party shall Indemnitee agrees to give prompt notice in writing, and as promptly as practicable, of such claim to the Indemnifying Party, which notice will in no event be delivered to the Indemnifying Party written later than 60 days after the Indemnitee first learns of the facts on which such claim is based (such 60-day period, the “Notice Period”). Such notice thereof describing will set forth in reasonable detail (based on the information then available to the Indemnified Party) the basis for such claim and the basis for indemnification and the amount of such damages incurred or that such Indemnitee reasonably estimates in good faith is likely to be incurred in connection with such claim (all taking into account the Damages claimed by information then in the Indemnified Party (possession or under the “Claimed Amount”) in respect thereof. Notwithstanding the foregoing, the failure or delay control of the Indemnified Indemnitee). The failure to notify the Indemnifying Party to give such notice shall as promptly as practicable within the Notice Period will not relieve the Indemnifying Party of its indemnification obligations hereunder hereunder, except to the extent that such failure shall have actually prejudiced the Indemnifying Party (and in which case relieved only to the extent) that extent of such prejudice), and in any event, the Indemnifying Party shall will have been materially and adversely prejudiced by such failure and provided always that no indemnification obligation in respect of any such claim for which notice is provided prior to the delivered following expiration of the applicable survival period provided herein. Within thirty days after delivery of Notice Period for such notice, claim. (b) If the Indemnifying Party shall deliver notifies the Indemnitee that it does not dispute its liability to the Indemnified Indemnitee with respect to any claim other than a Third-Party Claim or fails to notify the Indemnitee within the Indemnification Dispute Period, the damages arising from any such claim will be conclusively deemed a written response in which liability of the Indemnifying Party shall (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by and the Indemnifying Party will pay the amount of such damages to the Claimed Amount), (ii) agree that Indemnitee on demand following the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case such response shall be accompanied by payment by the Indemnifying Party of the Agreed Amount), or (iii) in good faith dispute that the Indemnified Party is entitled to receive any of the Claimed Amountfinal determination thereof. If the Indemnifying Party has timely disputes the payment of all or part of the Claimed Amountdisputed its liability with respect to such claim, the Indemnifying Party and the Indemnified Party shall negotiate Indemnitee will proceed in good faith to resolve negotiate a resolution of such dispute as promptly as practicable. If and, if not resolved through negotiations, either party may seek a resolution of such dispute is not resolved within fifteen days following the delivery by the Indemnifying Party of such response, the Indemnified Party and the Indemnifying Party shall each have the right to submit such dispute for resolution to litigation in a court of competent jurisdiction in accordance with the provisions of pursuant to Section 9.86.05.

Direct Claim Procedures. If any In the event the Indemnified Party has should have a claim for indemnification hereunder that does not involve a Third Party Claim (a “Direct Claim”), the Indemnified Party shall give shall, as promptly as reasonably practicable after obtaining knowledge of such claim, deliver to the Indemnifying Party a written notice thereof describing in reasonable detail that contains (based on the information then available to the Indemnified Partya) the basis for such claim a description and the amount of the Damages claimed by the Indemnified Party (the “Claimed Amount”) in respect thereof. Notwithstanding of any Losses (if and to the foregoingextent then ascertainable) incurred or suffered, or that would reasonably be expected to be incurred or suffered, by the failure or delay of Indemnified Party, (b) a statement that the Indemnified Party is entitled to give such notice shall not relieve indemnification under this Article X and a reasonable explanation of the basis therefor, and (c) a demand for payment by the Indemnifying Party of its indemnification obligations hereunder except to the extent (and only to the extent) that the Indemnifying Party shall have been materially and adversely prejudiced by such failure and provided always that any such notice is provided prior to the expiration of the applicable survival period provided hereinParty. Within thirty (30) days after delivery of such written notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party of the Claimed Amount), (ii) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case such response shall be accompanied by payment by the Indemnifying Party of the Agreed Amount), or (iii) in good faith dispute contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party timely disputes the payment of all or part of the Claimed Amount, such indemnification claim shall be resolved by mutual written agreement between the Indemnifying Indemnified Party and the Indemnified Party shall negotiate in good faith to resolve such dispute as promptly as practicableIndemnifying Party. If such dispute is not resolved within fifteen thirty (30) days following the delivery by the Indemnifying Party of such response, the Indemnified Party and the Indemnifying Party shall each have the right to submit such dispute for resolution to a court of competent jurisdiction in accordance with the provisions of pursuant to Section 9.811.3.

Direct Claim Procedures. If any Indemnified Party (a) In the event an Indemnitee has a claim for indemnification hereunder indemnity under Section 4.02 against an Indemnifying Party that does not involve a Third Third-Party Claim, the Indemnified Party shall Indemnitee agrees to give notice in writing, as promptly as practicable, of such claim to the Indemnifying Party, which notice will in no event be delivered to the Indemnifying Party written later than 60 days after the Indemnitee first learns of the facts on which such claim is based (such 60-day period, the “Notice Period”). Such notice thereof describing will set forth in reasonable detail (based on the information then available to the Indemnified Party) the basis for such claim and the basis for indemnification and the amount of such damages incurred or that such Indemnitee reasonably estimates in good faith is likely to be incurred in connection with such claim (all taking into account the Damages claimed by information then in the Indemnified Party (possession or under the “Claimed Amount”) in respect thereof. Notwithstanding the foregoing, the failure or delay control of the Indemnified Indemnitee). The failure to notify the Indemnifying Party to give such notice shall within the Notice Period will not relieve the Indemnifying Party of its indemnification obligations hereunder hereunder, except to the extent (and only to the extent) that such failure shall have actually prejudiced the Indemnifying Party shall have been materially and adversely prejudiced by such failure and provided always that any such notice is provided prior to the expiration of the applicable survival period provided herein. Within thirty days after delivery of such notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case relieved only to the extent of such response shall be accompanied by a payment by prejudice). (b) If the Indemnifying Party notifies the Indemnitee that it does not dispute its liability to the Indemnitee with respect to any claim other than a Third-Party 39 Claim, the damages arising from any such claim will be conclusively deemed a liability of the Claimed Amount), (ii) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case such response shall be accompanied by payment by the Indemnifying Party and the Indemnifying Party will pay the amount of such damages to the Agreed Amount), or (iii) in good faith dispute that Indemnitee on demand following the Indemnified Party is entitled to receive any of the Claimed Amountfinal determination thereof. If the Indemnifying Party timely disputes the payment of all or part of the Claimed Amounthas disputed its liability with respect to such claim, the Indemnifying Party and the Indemnified Party shall negotiate Indemnitee will proceed in good faith to resolve negotiate a resolution of such dispute as promptly as practicable. If in accordance with ARTICLE V and, if not resolved in accordance with ARTICLE V, either party may seek a resolution of such dispute is not resolved within fifteen days following the delivery by the Indemnifying Party of such response, the Indemnified Party and the Indemnifying Party shall each have the right to submit such dispute for resolution to litigation in a court of competent jurisdiction in accordance with the provisions of pursuant to Section 9.87.03.

Direct Claim Procedures. If any (a) In the event a Buyer Indemnified Party Person has a claim for indemnification hereunder indemnity under Section 9.2(a) against the Indemnifying Person that does not involve a Third Third-Party Claim (a “Direct Claim”), the such Buyer Indemnified Party shall Person agrees to give reasonably prompt notice thereof in writing to the Indemnifying Party written Person. Such notice thereof describing shall set forth in reasonable detail the known facts and circumstances of such Direct Claim and the basis for indemnification in respect thereof (based on taking into account the information then available to the Buyer Indemnified Party) Person). The failure of a Buyer Indemnified Person to so notify the basis for such claim and the amount of the Damages claimed by the Indemnified Party (the “Claimed Amount”) in respect thereof. Notwithstanding the foregoing, the failure or delay of the Indemnified Party to give such notice Indemnifying Person shall not relieve the any Indemnifying Party Person of its indemnification obligations hereunder hereunder, except to the extent such failure shall have prejudiced the Indemnifying Person (and then the Indemnifying Person shall only be released to the extentextent of such prejudice). (b) that Within sixty (60) days following the Indemnifying Party shall have been materially and adversely prejudiced by such failure and provided always that any such notice is provided prior to the expiration receipt of the applicable survival period provided herein. Within thirty days after delivery of such noticeDirect Claim notice by an Indemnifying Person (the “Dispute Period”), the Indemnifying Party shall Person may deliver to the Buyer Indemnified Party Person who delivered notice of the Direct Claim a written response (the “Response Notice”) in which the Indemnifying Party shall Person may: (i) agree that the Indemnified Party is entitled to receive all full amount of the Claimed Amount (in which case Direct Claim is owed to such response shall be accompanied by a payment by the Indemnifying Party of the Claimed Amount)Buyer Indemnified Person, (ii) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount claimed amount (the “Agreed Amount”) (in which case such response shall be accompanied by payment by is owed to the Indemnifying Party of the Agreed Amount)Buyer Indemnified Person, or (iii) in good faith dispute assert that the Indemnified Party is entitled to receive any no part of the Claimed claimed amount is owed to such Buyer Indemnified Person. Any part of the claimed amount that is not agreed to be owed to the Buyer Indemnified Person pursuant to the Response Notice (or the entire claimed amount, if the Indemnifying Person asserts in the Response Notice that no part of the claimed amount is owed to the Buyer Indemnified Person) is referred to in this Agreement as the “Contested Amount. ”. (c) If the Indemnifying Party timely disputes the payment of all or part of the Claimed Person delivers a Response Notice to a Buyer Indemnified Person indicating that there is a Contested Amount, the Indemnifying Party Person and the Buyer Indemnified Party Person shall negotiate attempt in good faith to resolve the dispute related to the Contested Amount within thirty (30) days after the date on which such Response Notice is provided (or such longer period as the Parties may mutually agree in writing). If the Indemnifying Person and the Buyer Indemnified Person fail to reach a resolution on the Contested Amount that is the subject of a Response Notice, during such thirty (30) day period after the date on which the Indemnifying Person delivers such Response Notice, such dispute as promptly as practicable. If such dispute is not resolved within fifteen days following the delivery by the Indemnifying Party of such response, the Indemnified Party and the Indemnifying Party shall each have the right to submit such dispute for resolution to a court of competent jurisdiction be settled in accordance with the provisions of Section 9.810.7.

Direct Claim Procedures. If any the Indemnified Party has a claim for indemnification hereunder that does not involve a Third Party Claim (a “Direct Claim”), the Indemnified Party shall give the Indemnifying Party prompt written notice thereof (a “Direct Claim Notice”) describing in reasonable detail (based on the information then available to the Indemnified Party) the basis for such claim Direct Claim and the amount of the Damages claimed by the Indemnified Party (the “Claimed Amount”) in respect thereof. Notwithstanding the foregoing, the failure or delay of the Indemnified Party to give such notice shall not relieve the Indemnifying Party of its indemnification obligations hereunder except to the extent (and only to the extent) that the Indemnifying Party shall have been materially and adversely prejudiced by such failure and provided always that any such notice is provided prior to the expiration of the applicable survival period provided hereinfailure. Within thirty (30) days after delivery of such notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party of the Claimed Amount), (ii) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case such response shall be accompanied by payment by the Indemnifying Party of the Agreed Amount), or (iii) in good faith dispute that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party timely disputes the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall negotiate in good faith to resolve such dispute as promptly as practicable. If such dispute is not resolved within fifteen thirty (30) days following the delivery by the Indemnifying Party of such response, the Indemnified Party and the Indemnifying Party shall each have the right to submit such dispute for resolution to a court of competent jurisdiction in accordance with the provisions of Section 9.89.9.

Direct Claim Procedures. If any In the event an Indemnified Party has a claim for indemnification hereunder indemnity under Section 6.2 against an Indemnifying Party that does not involve a Third Party Claim (a “Direct Claim”), the Indemnified Party shall agrees to give prompt notice in writing of such claim to the Indemnifying Party written Party. Such notice thereof describing shall set forth in reasonable detail such Direct Claim and the basis for indemnification, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (based on which estimate shall not be conclusive of the final amount of such Direct Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and any other material details pertaining thereto (taking into account the information then available to the Indemnified Party) ). The failure to so notify the basis for such claim and the amount of the Damages claimed by the Indemnified Indemnifying Party (the “Claimed Amount”) in respect thereof. Notwithstanding the foregoing, the failure or delay of the Indemnified Party to give such notice shall not relieve the Indemnifying Party of its indemnification obligations hereunder hereunder, except to the extent (and only to the extent) that the Indemnifying Party such failure shall have been materially and adversely prejudiced by such failure and provided always that any such notice is provided prior to the expiration of the applicable survival period provided herein. Within thirty days after delivery of such notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party of the Claimed Amount), (ii) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case such response shall be accompanied by payment by the Indemnifying Party of the Agreed Amount), or (iii) in good faith dispute that the Indemnified Party is entitled to receive any of the Claimed AmountParty. If the Indemnifying Party timely disputes does not notify the payment Indemnified Party within 30 days following the receipt of all or part of the Claimed Amount, a notice with respect to any such claim that the Indemnifying Party and disputes its indemnity obligation to the Indemnified Party for any Damages with respect to such claim, such Damages shall negotiate in good faith to resolve such dispute as promptly as practicable. If such dispute is not resolved within fifteen days following the delivery by be conclusively deemed a liability of the Indemnifying Party of such response, the Indemnified Party and the Indemnifying Party shall each have promptly pay to the right Indemnified Party any and all Damages arising out of such claim. If the Indemnifying Party has timely disputed its indemnity obligation for any Damages with respect to submit such claim, the Parties shall proceed in good faith to negotiate a resolution of such dispute for resolution to a and, if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction in accordance with the provisions of determined pursuant to Section 9.89.4(a).

Direct Claim Procedures. If any In the event an Indemnified Party has brings a claim for indemnification hereunder indemnity against an Indemnifying Party that does not involve a Third Party Claim (a “Direct Claim”), the Indemnified Party shall give prompt notice in writing of such Direct Claim to the Indemnifying Party written notice thereof describing in reasonable detail (based on the information then available to the Indemnified Party) the basis for such claim and the amount of the Damages claimed by the Indemnified Party (the “Claimed Amount”) in respect thereof. Notwithstanding the foregoing, the The failure or delay of the Indemnified Party to give such prompt written notice shall not not, however, relieve the Indemnifying Party of its indemnification obligations hereunder obligations, except to the extent (and only to the extent) extent that the Indemnifying Party is materially prejudiced as a result of the failure to give, or delay in giving, such notice. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail (excluding anything subject to attorney-client or similar privilege) with respect thereto and shall indicate the estimated amount, if reasonably known and quantifiable and assuming the truth of the facts asserted therein, of the Losses that have been or may be sustained by the Indemnified Party; provided, however, that (a) the notice with respect to a Direct Claim (a “Direct Claim Notice”) need only specify such information to the knowledge of such Indemnified Party as of the date of such notice and (b) shall be updated and amended from time to time by the Indemnified Party by delivering an updated or amended Direct Claim Notice. The Indemnifying Party shall have been materially and adversely prejudiced by such failure and provided always that any sixty (60) days after its receipt of such notice is provided prior to respond in writing to such Direct Claim Notice. During such 60-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 expiration 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 and the Company’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. The Indemnifying Party may object to a claim for indemnification set forth in a Direct Claim Notice by delivering a notice to the Indemnified Party seeking indemnification within sixty (60) days of the delivery of the applicable survival period provided hereinDirect Claim Notice (the “Direct Claim Objection Deadline”), setting forth in reasonable detail the objections to the Direct Claim. Within thirty days after delivery of such noticeIf the Indemnifying Party notifies the applicable Indemnified Party that it objects by the Direct Claim Objection Deadline or fails to object by the Direct Claim Objection Deadline, the Indemnifying Party shall deliver 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 a written response in which on the Indemnifying Party shall (i) agree that the Indemnified Party is entitled terms and subject to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party of the Claimed Amount), (ii) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case such response shall be accompanied by payment by the Indemnifying Party of the Agreed Amount), or (iii) in good faith dispute that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party timely disputes the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall negotiate in good faith to resolve such dispute as promptly as practicable. If such dispute is not resolved within fifteen days following the delivery by the Indemnifying Party of such response, the Indemnified Party and the Indemnifying Party shall each have the right to submit such dispute for resolution to a court of competent jurisdiction in accordance with the provisions of Section 9.8this Agreement.

Direct Claim Procedures. If any (a) An Indemnified Party has seeking indemnification in respect of, arising out of or involving a claim for indemnification hereunder Loss that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party (a “Direct Claim”) shall deliver a Claim Notice in respect thereof to the Indemnifying Party with reasonable promptness (but in any event no later than 10 Business Days after becoming aware of facts supporting such Direct Claim), and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request. The failure to timely deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under this Article 11 except to the extent that the Indemnifying Party is materially prejudiced by such failure. (b) The Indemnified Party shall give reasonably cooperate and assist the Indemnifying Party written notice thereof describing in determining the validity of any Direct Claim, including by providing reasonable detail (based on the information then available access to the Indemnified Party) the basis for and copies of information, records and documents relating to such claim Direct Claim; provided, however, that such actions and the amount of the Damages claimed cooperation by the Indemnified Party (will not unduly disrupt the “Claimed Amount”) in respect thereof. Notwithstanding operations of the foregoingIndemnified Party’s business or cause the Indemnified Party to waive any statutory or common law privileges, the failure breach any confidentiality obligations owed to third parties or delay otherwise cause any confidential information of the Indemnified Party to give such notice shall not relieve become public. (c) If the Indemnifying Party does not notify the Indemnified Party within [***] following its receipt of its indemnification obligations hereunder except to the extent (and only to the extent) a Claim Notice in respect of a Direct Claim that the Indemnifying Party shall have been materially and adversely prejudiced by such failure and provided always that any such notice is provided prior disputes its liability to the expiration Indemnified Party hereunder, such Direct Claim specified by the Indemnified Party in such Claim Notice shall be conclusively deemed a liability of the applicable survival period provided herein. Within thirty days after delivery Indemnifying Party hereunder and the Indemnifying Party shall indemnify the Indemnified Party for such Losses (or, in the case of any notice in which the Losses (or any portion thereof) are estimated, the amount of such noticeLosses (or such portion thereof) as finally determined) subject to the limitations of this Article 11. If the Indemnifying Party agrees that it has an indemnification obligation but asserts that it is obligated to pay a lesser amount than that claimed by the Indemnified Party, the Indemnifying Party shall deliver to indemnify the Indemnified Party a written response in which the Indemnifying Party shall (i) agree that for such lesser amount, without prejudice to or waiver of the Indemnified Party is entitled to receive all of Party’s claim for the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party of the Claimed Amount), (ii) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case such response shall be accompanied by payment by the Indemnifying Party of the Agreed Amount), or (iii) in good faith dispute that the Indemnified Party is entitled to receive any of the Claimed Amountdifference. If the Indemnifying Party timely disputes contests the payment of all or part of the Claimed Amountclaimed amount, the Indemnifying Party and the Indemnified Party shall negotiate in use good faith efforts to resolve such dispute as promptly as practicabledispute. If such dispute is not resolved within fifteen days [***] following the delivery by the Indemnifying Party of such response, the Indemnified Indemnifying Party and the Indemnifying Indemnified Party shall each have the right to submit such dispute for resolution to a court of competent jurisdiction arbitration in accordance with the provisions of Section 9.813.10.

Direct Claim Procedures. If any (a) In the event an Indemnified Party has a claim for indemnification hereunder indemnity under Section 11.02 against an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give prompt notice in writing, and as promptly as practicable, of such claim to the Indemnifying Party, which notice shall give in no event be delivered to the Indemnifying Party written later than 60 days after the Indemnified Party first learns of the facts on which such claim is based (such 60-day period, the “Notice Period”). Such notice thereof describing shall set forth in reasonable detail such claim and the basis for indemnification and the amount of such Damages incurred or that such Indemnified Party reasonably estimates in good faith is likely to be incurred in connection with such claim (based on taking into account the information then available to the Indemnified Party) ). The failure to notify the basis for such claim and Indemnifying Party as promptly as practicable within the amount of the Damages claimed by the Indemnified Party (the “Claimed Amount”) in respect thereof. Notwithstanding the foregoing, the failure or delay of the Indemnified Party to give such notice Notice Period shall not relieve the Indemnifying Party of its indemnification obligations hereunder hereunder, except to the extent that such failure shall have actually prejudiced the Indemnifying Party (and in which case relieved only to the extent) that extent of such prejudice), and in any event, the Indemnifying Party shall have been materially and adversely prejudiced by such failure and provided always that no indemnification obligation in respect of any such claim for which notice is provided prior to the delivered following expiration of the applicable survival period provided herein. Within thirty days after delivery Notice Period for such claim. (b) If the Indemnifying Party notifies the Indemnified Party that it does not dispute its liability to the Indemnified Party with respect to any claim other than a Third Party Claim or fails to notify the Indemnified Party within the Dispute Period, the Damages arising from any such claim shall be conclusively deemed a liability of such notice, the Indemnifying Party and the Indemnifying Party shall deliver pay the amount of such Damages to the Indemnified Party a written response in which on demand following the Indemnifying Party shall (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party of the Claimed Amount), (ii) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case such response shall be accompanied by payment by the Indemnifying Party of the Agreed Amount), or (iii) in good faith dispute that the Indemnified Party is entitled to receive any of the Claimed Amountfinal determination thereof. If the Indemnifying Party has timely disputes the payment of all or part of the Claimed Amountdisputed its liability with respect to such claim, the Indemnifying Party and the Indemnified Party shall negotiate proceed in good faith to resolve negotiate a resolution of such dispute as promptly as practicable. If and, if not resolved through negotiations, either party may seek a resolution of such dispute is not resolved within fifteen days following the delivery by the Indemnifying Party of such response, the Indemnified Party and the Indemnifying Party shall each have the right to submit such dispute for resolution to litigation in a court of competent jurisdiction in accordance with the provisions of pursuant to Section 9.813.06.

Direct Claim Procedures. If (a) Other than with respect to Third Party Claims, which will be governed by Section 12.5 (Third Party Claim Procedures), the Party claiming indemnity under this Article 12 (Indemnification) (the “Indemnified Party”) will give written notice (a “Direct Claim Notice”) to the Party from whom indemnity is being sought (the “Indemnifying Party”) promptly after becoming aware of the existence of any Indemnified Party has a claim for indemnification which indemnity may be sought hereunder that does not involve (a Third Party “Claim, the Indemnified Party shall give the Indemnifying Party written notice thereof describing ”). Each such Direct Claim Notice will be in writing and will describe in reasonable detail (based on the information then available to the Indemnified Party) the basis for such claim the Claim and set forth, to the extent known, the estimated amount of the Damages claimed by Losses for which indemnification may be sought hereunder and, to the Indemnified Party (the “Claimed Amount”) in respect thereof. Notwithstanding the foregoingextent practicable, the method of computation thereof; provided that failure or delay of the Indemnified Party to give such notice shall Direct Claim Notice will not relieve affect the Indemnifying Party of its right to indemnification obligations provided hereunder except to the extent the Indemnifying Party has been actually and materially prejudiced as a result of such failure. (and only b) Following receipt of a Direct Claim Notice from an Indemnified Party, the Indemnifying Party will have [***] days to make an investigation of the Claim as the Indemnifying Party reasonably deems necessary. For the purposes of such investigation, the Indemnified Party agrees to make available to the extent) Indemnifying Party or its representatives the information relied upon by the Indemnified Party to substantiate the Claim and all other information in the Indemnified Party’s possession or under the Indemnified Party’s control that the Indemnifying Party shall have been materially and adversely prejudiced by reasonably requests for the purpose of investigating the Claim. (c) Within such failure and provided always that any such notice is provided prior to the expiration of the applicable survival period provided herein. Within thirty days after delivery of such notice[***]-day period, the an Indemnifying Party shall deliver may object to any claim set forth in such Direct Claim Notice by delivering written notice to the Indemnified Party a written response of the Indemnifying Party’s objection (an “Indemnification Objection Notice”). Such Indemnification Objection Notice must describe the grounds for such objection in which reasonable detail. If an Indemnification Objection Notice is not delivered by the Indemnifying Party shall (i) agree that to the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment within [***] days after receipt by the Indemnifying Party of the Claimed AmountDirect Claim Notice (the “Indemnification Objection Period”), (ii) agree that the Indemnifying Party will Indemnify the Indemnified Party is entitled to receive part, but not all, from and against all Losses of the Claimed Amount (the “Agreed Amount”) (in which case such response shall be accompanied by payment by the Indemnifying Party of the Agreed Amount), or (iii) in good faith dispute that the Indemnified Party is entitled set forth in such Direct Claim Notice and the Indemnified Party may seek enforcement of its rights to receive indemnification under this Agreement with respect to such Claim. (d) If an Indemnifying Party will object in writing during the Indemnification Objection Period to any claim or claims by an Indemnified Party made in any Direct Claim Notice, the Indemnified Party will have [***] days after its receipt of the Claimed AmountIndemnification Objection Notice to respond in a written statement to such objection. If the Indemnifying Party timely disputes the payment of all or part of the Claimed Amountafter such [***]-day period there remains a dispute as to any claims, the Indemnifying Party and the Indemnified Party shall negotiate will attempt in good faith for [***] days (or any mutually agreed upon extension thereof) thereafter to resolve agree in writing upon the rights of the respective Parties with respect to each of such dispute as promptly as practicableclaims. If no such dispute is not resolved within fifteen days following the delivery by written agreement can be reached after good faith negotiation, each of the Indemnifying Party of such response, and the Indemnified Party and may take action to resolve the Indemnifying Party shall each have the right to submit such dispute for resolution to a court of competent jurisdiction objection in accordance with the provisions of Section 9.8Article 14 (Dispute Resolution).

Direct Claim Procedures. If any In the event an Indemnified Party has a claim for indemnification hereunder indemnity under Section 10.02(a) and Section 10.02(b) against an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall agrees to give prompt notice in writing of such claim to the Indemnifying Party written Party. Such notice thereof describing shall set forth in reasonable detail such claim and the basis for indemnification (based on taking into account the information then available to the Indemnified Party) ). The failure to so notify the basis for such claim and the amount of the Damages claimed by the Indemnified Indemnifying Party (the “Claimed Amount”) in respect thereof. Notwithstanding the foregoing, the failure or delay of the Indemnified Party to give such notice shall not relieve the Indemnifying Party of its indemnification obligations hereunder hereunder, except to the extent (and only to the extent) that such failure shall have actually prejudiced the Indemnifying Party shall have been materially and adversely prejudiced by such failure and provided always that any such notice is provided prior to the expiration of the applicable survival period provided herein. Within thirty days after delivery of such notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party of the Claimed Amount), (ii) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case such response shall be accompanied by payment by the Indemnifying Party of the Agreed Amount), or (iii) in good faith dispute that the Indemnified Party is entitled to receive any of the Claimed AmountParty. If the Indemnifying Party timely disputes does not notify the payment Indemnified Party within 30 days following the receipt of all or part of the Claimed Amount, a notice with respect to any such claim that the Indemnifying Party and disputes its indemnity obligation to the Indemnified Party for any Damages with respect to such claim, such Damages shall negotiate in good faith to resolve such dispute as promptly as practicable. If such dispute is not resolved within fifteen days following the delivery by be conclusively deemed a liability of the Indemnifying Party of such response, the Indemnified Party and the Indemnifying Party shall each have promptly pay to the right Indemnified Party any and all Damages arising out of such claim. If the Indemnifying Party has timely disputed its indemnity obligation for any Damages with respect to submit such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by arbitration pursuant to Section 12.07. In addition, upon receipt of an indemnification notice under this Section 10.04, the Indemnifying Party may propose to the Indemnified Party ways to cure the applicable claim by written notice specifying the details for resolution such proposal and the time period required for such cure; provided that the Indemnifying Party shall acknowledge that it would have an indemnity obligation for the Damages resulting from such claim; provided further that the Indemnified Party shall have full discretion to a court of competent jurisdiction in accordance with the provisions of Section 9.8consider if it wishes to accept such proposal.

Direct Claim Procedures. If any In the event an Indemnified Party has a claim for indemnification hereunder indemnity under ‎Section 9.02(a) and ‎Section 9.02(b) against an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall agrees to give prompt notice in writing of such claim to the Indemnifying Party written Party. Such notice thereof describing shall set forth in reasonable detail such claim and the basis for indemnification (based on taking into account the information then available to the Indemnified Party) ). The failure to so notify the basis for such claim and the amount of the Damages claimed by the Indemnified Indemnifying Party (the “Claimed Amount”) in respect thereof. Notwithstanding the foregoing, the failure or delay of the Indemnified Party to give such notice shall not relieve the Indemnifying Party of its indemnification obligations hereunder hereunder, except to the extent (and only to the extent) that such failure shall have actually prejudiced the Indemnifying Party shall have been materially and adversely prejudiced by such failure and provided always that any such notice is provided prior to the expiration of the applicable survival period provided herein. Within thirty days after delivery of such notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party of the Claimed Amount), (ii) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case such response shall be accompanied by payment by the Indemnifying Party of the Agreed Amount), or (iii) in good faith dispute that the Indemnified Party is entitled to receive any of the Claimed AmountParty. If the Indemnifying Party timely disputes does not notify the payment Indemnified Party within 30 days following the receipt of all or part of the Claimed Amount, a notice with respect to any such claim that the Indemnifying Party and disputes its indemnity obligation to the Indemnified Party for any Damages with respect to such claim, such Damages shall negotiate in good faith to resolve such dispute as promptly as practicable. If such dispute is not resolved within fifteen days following the delivery by be conclusively deemed a liability of the Indemnifying Party of such response, the Indemnified Party and the Indemnifying Party shall each have promptly pay to the right Indemnified Party any and all Damages arising out of such claim. If the Indemnifying Party has timely disputed its indemnity obligation for any Damages with respect to submit such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by arbitration pursuant to ‎Section 11.07. In addition, upon receipt of an indemnification notice under this ‎Section 9.04, the Indemnifying Party may propose to the Indemnified Party ways to cure the applicable claim by written notice specifying the details for resolution such proposal and the time period required for such cure; provided that the Indemnifying Party shall acknowledge that it would have an indemnity obligation for the Damages resulting from such claim; provided further that the Indemnified Party shall have full discretion to a court of competent jurisdiction in accordance with the provisions of Section 9.8consider if it wishes to accept such proposal.

Direct Claim Procedures. If any In the event an Indemnified Party has a claim for indemnification hereunder indemnity under Section 7.02 against an Indemnifying Party that does not involve a Third Third-Party Claim, the Indemnified Party agrees to give prompt written notice, as promptly as practicable, of such claim to the Indemnifying Party, which notice shall give in no event be delivered 56 #93878383v22 to the Indemnifying Party written later than 30 days after the Indemnified Party first learns of the facts on which such claim is based (such 30-day period, the “Notice Period”). Such notice thereof describing shall set forth in reasonable detail (based on the information then available to the Indemnified Party) the basis for such claim and the basis for indemnification and the amount of such Damages incurred or that such Indemnified Party reasonably estimates in good faith is likely to be incurred in connection with such claim (taking into account the Damages claimed information then known by the Indemnified Party). The failure to notify the Indemnifying Party (as promptly as practicable within the “Claimed Amount”) in respect thereof. Notwithstanding the foregoing, the failure or delay of the Indemnified Party to give such notice Notice Period shall not relieve the Indemnifying Party of its indemnification obligations hereunder except hereunder, (i) unless the Indemnified Party fails to the extent (and only to the extent) that the Indemnifying Party shall have been materially and adversely prejudiced by such failure and provided always that any such deliver notice is provided prior to the expiration of the applicable survival period provided hereinor (ii) except to the extent that such failure shall have actually prejudiced the Indemnifying Party. Within thirty days after delivery of such notice, The Indemnified Party shall allow the Indemnifying Party shall deliver and its Representatives to investigate the Indemnified Party a written response matter or circumstance alleged to have given rise to such claim, and whether, and to what extent, any amount is payable in which the Indemnifying Party shall (i) agree that the Indemnified Party is entitled to receive all respect of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party of the Claimed Amount)claim, (ii) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case such response shall be accompanied by payment by the Indemnifying Party of the Agreed Amount), or (iii) in good faith dispute that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party timely disputes the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall negotiate in good faith assist the Indemnifying Party’s investigation by making available such reasonably requested information and assistance (including reasonable access to resolve such dispute the relevant personnel and the right to inspect and copy any accounts, documents, records or other information) of the Assets as promptly as practicable. If such dispute is not resolved within fifteen days following the delivery by the Indemnifying Party or any of such response, the Indemnified Party and the Indemnifying Party shall each have the right to submit such dispute for resolution to a court of competent jurisdiction in accordance with the provisions of Section 9.8its Representatives may reasonably request.

Direct Claim Procedures. If any (a) In the event a Buyer Indemnified Party Person has a claim for indemnification hereunder indemnity under ‎Section 9.2(a) against the Indemnifying Person that does not involve a Third Third-Party Claim (a “Direct Claim”), the such Buyer Indemnified Party shall Person agrees to give reasonably prompt notice thereof in writing to the Indemnifying Party written Person. Such notice thereof describing shall set forth in reasonable detail the known facts and circumstances of such Direct Claim and the basis for indemnification in respect thereof (based on taking into account the information then available to the Buyer Indemnified Party) Person). The failure of a Buyer Indemnified Person to so notify the basis for such claim and the amount of the Damages claimed by the Indemnified Party (the “Claimed Amount”) in respect thereof. Notwithstanding the foregoing, the failure or delay of the Indemnified Party to give such notice Indemnifying Person shall not relieve the any Indemnifying Party Person of its indemnification obligations hereunder hereunder, except to the extent such failure shall have prejudiced the Indemnifying Person (and then the Indemnifying Person shall only be released to the extentextent of such prejudice). (b) that Within sixty (60) days following the Indemnifying Party shall have been materially and adversely prejudiced by such failure and provided always that any such notice is provided prior to the expiration receipt of the applicable survival period provided herein. Within thirty days after delivery of such noticeDirect Claim notice by an Indemnifying Person (the “Dispute Period”), the Indemnifying Party shall Person may deliver to the Buyer Indemnified Party Person who delivered notice of the Direct Claim a written response (the “Response Notice”) in which the Indemnifying Party shall Person may: (i) agree that the Indemnified Party is entitled to receive all full amount of the Claimed Amount (in which case Direct Claim is owed to such response shall be accompanied by a payment by the Indemnifying Party of the Claimed Amount)Buyer Indemnified Person, (ii) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount claimed amount (the “Agreed Amount”) (in which case such response shall be accompanied by payment by is owed to the Indemnifying Party of the Agreed Amount)Buyer Indemnified Person, or (iii) in good faith dispute assert that the Indemnified Party is entitled to receive any no part of the Claimed claimed amount is owed to such Buyer Indemnified Person. Any part of the claimed amount that is not agreed to be owed to the Buyer Indemnified Person pursuant to the Response Notice (or the entire claimed amount, if the Indemnifying Person asserts in the Response Notice that no part of the claimed amount is owed to the Buyer Indemnified Person) is referred to in this Agreement as the “Contested Amount. ”. (c) If the Indemnifying Party timely disputes the payment of all or part of the Claimed Person delivers a Response Notice to a Buyer Indemnified Person indicating that there is a Contested Amount, the Indemnifying Party Person and the Buyer Indemnified Party Person shall negotiate attempt in good faith to resolve the dispute related to the Contested Amount within thirty (30) days after the date on which such Response Notice is provided (or such longer period as the Parties may mutually agree in writing). If the Indemnifying Person and the Buyer Indemnified Person fail to reach a resolution on the Contested Amount that is the subject of a Response Notice, during such thirty (30) day period after the date on which the Indemnifying Person delivers such Response Notice, such dispute as promptly as practicable. If such dispute is not resolved within fifteen days following the delivery by the Indemnifying Party of such response, the Indemnified Party and the Indemnifying Party shall each have the right to submit such dispute for resolution to a court of competent jurisdiction be settled in accordance with the provisions of Section 9.8ýSection 10.7.

Direct Claim Procedures. If any (a) In the event an Indemnified Party has a claim for indemnification hereunder indemnity under Section 12.02 against an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall agrees to give prompt notice in writing of such claim to the Indemnifying Party written Party. Such notice thereof describing shall set forth in reasonable detail such claim and the basis for indemnification (based on taking into account the information then available to the Indemnified Party) ). The failure to so notify the basis for such claim and the amount of the Damages claimed by the Indemnified Indemnifying Party (the “Claimed Amount”) in respect thereof. Notwithstanding the foregoing, the failure or delay of the Indemnified Party to give such notice shall not relieve the Indemnifying Party of its indemnification obligations hereunder hereunder, except to the extent (and only to the extent) that the Indemnifying Party such failure shall have been materially and adversely prejudiced by such failure and provided always that any such notice is provided prior to the expiration of the applicable survival period provided herein. Within thirty days after delivery of such notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party of the Claimed Amount), (ii) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case such response shall be accompanied by payment by the Indemnifying Party of the Agreed Amount), or (iii) in good faith dispute that the Indemnified Party is entitled to receive any of the Claimed AmountParty. If the Indemnifying Party timely disputes does not notify the payment Indemnified Party within 30 days following the receipt of all or part of the Claimed Amount, a notice with respect to any such claim that the Indemnifying Party and disputes its indemnity obligation to the Indemnified Party for any Damages with respect to such claim, such Damages shall negotiate in good faith to resolve such dispute as promptly as practicable. If such dispute is not resolved within fifteen days following the delivery by be conclusively deemed a liability of the Indemnifying Party of such response, (subject to the Indemnified Party limitations set forth herein) and the Indemnifying Party shall each have promptly pay to the right Indemnified Party any and all Damages arising out of such claim (subject to submit the limitations set forth herein). If the Indemnifying Party has timely disputed its indemnity obligation for any Damages with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute for resolution to a and, if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction determined pursuant to Section 14.07. (b) For all purposes under this Section 12.04, Sellers' Representative shall act on behalf of any Indemnifying Party that is a Seller, an Affiliate of Seller or their respective successors and assigns and Buyer shall be entitled to provide notices to Sellers' Representative in accordance with the provisions lieu of Section 9.8such Indemnifying Party.

Direct Claim Procedures. If any (a) In the event an Indemnified Party has a claim for indemnification hereunder indemnity under ‎‎Section 11.02 against an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give prompt notice in writing, and as promptly as practicable, of such claim to the Indemnifying Party, which notice shall give in no event be delivered to the Indemnifying Party written later than 60 days after the Indemnified Party first learns of the facts on which such claim is based (such 60-day period, the “Notice Period”). Such notice thereof describing shall set forth in reasonable detail such claim and the basis for indemnification and the amount of such Damages incurred or that such Indemnified Party reasonably estimates in good faith is likely to be incurred in connection with such claim (based on taking into account the information then available to the Indemnified Party) ). The failure to notify the basis for such claim and Indemnifying Party as promptly as practicable within the amount of the Damages claimed by the Indemnified Party (the “Claimed Amount”) in respect thereof. Notwithstanding the foregoing, the failure or delay of the Indemnified Party to give such notice Notice Period shall not relieve the Indemnifying Party of its indemnification obligations hereunder hereunder, except to the extent that such failure shall have actually prejudiced the Indemnifying Party (and in which case relieved only to the extent) that extent of such prejudice), and in any event, the Indemnifying Party shall have been materially and adversely prejudiced by such failure and provided always that no indemnification obligation in respect of any such claim for which notice is provided prior to the delivered following expiration of the applicable survival period provided herein. Within thirty days after delivery Notice Period for such claim. (b) If the Indemnifying Party notifies the Indemnified Party that it does not dispute its liability to the Indemnified Party with respect to any claim other than a Third Party Claim or fails to notify the Indemnified Party within the Dispute Period, the Damages arising from any such claim shall be conclusively deemed a liability of such notice, the Indemnifying Party and the Indemnifying Party shall deliver pay the amount of such Damages to the Indemnified Party a written response in which on demand following the Indemnifying Party shall (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party of the Claimed Amount), (ii) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case such response shall be accompanied by payment by the Indemnifying Party of the Agreed Amount), or (iii) in good faith dispute that the Indemnified Party is entitled to receive any of the Claimed Amountfinal determination thereof. If the Indemnifying Party has timely disputes the payment of all or part of the Claimed Amountdisputed its liability with respect to such claim, the Indemnifying Party and the Indemnified Party shall negotiate proceed in good faith to resolve negotiate a resolution of such dispute as promptly as practicable. If and, if not resolved through negotiations, either party may seek a resolution of such dispute is not resolved within fifteen days following the delivery by the Indemnifying Party of such response, the Indemnified Party and the Indemnifying Party shall each have the right to submit such dispute for resolution to litigation in a court of competent jurisdiction in accordance with the provisions of Section 9.8pursuant to ‎Section 13.06.

Direct Claim Procedures. If any (a) In the event the Indemnified Party has a claim for indemnification hereunder indemnity under Section 8.02 against an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall agrees to give prompt notice in writing of such claim to the Indemnifying Party written notice thereof describing Party, in reasonable detail (based on the information then available to the Indemnified Party) the basis for such claim and the amount any event no later than 20 Business Days after becoming aware of the Damages claimed by the Indemnified Party fact, matter, event or circumstance giving rise to such claim. Such notice (the a “Claimed AmountClaim Certificate”) in respect thereof. Notwithstanding the foregoing, the failure or delay of the Indemnified Party to give such notice shall not relieve the Indemnifying Party of its indemnification obligations hereunder except to the extent (and only to the extent) that the Indemnifying Party shall have been materially and adversely prejudiced by such failure and provided always that any such notice is provided prior to the expiration of the applicable survival period provided herein. Within thirty days after delivery of such notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall (i) agree state that the Indemnified Party has paid or anticipates it will suffer Damages for which such Indemnified Party is entitled to receive indemnification pursuant to this Agreement, and (ii) specify in reasonable detail (and have annexed thereto all supporting documentation, including any correspondence and paid invoices for claimed Damages) each individual item of Damages included in the amount so stated, the date such item was paid, the basis for any anticipated liability and the nature of the Claimed Amount misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related and the computation of the amount to which such Indemnified Party claims to be entitled hereunder. (in which case such response shall be accompanied by a payment by b) If the Indemnifying Party does not notify the Indemnified Party within 20 Business Days following the receipt of the Claimed Amount), (ii) agree Claim Certificate with respect to any such claim that the Indemnified Party is entitled disputes its indemnity obligation to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case such response shall be accompanied by payment by the Indemnifying Party of the Agreed Amount), or (iii) in good faith dispute that the Indemnified Party is entitled for any Damages with respect to receive any such claim, such Damages shall be conclusively deemed a liability of the Claimed Amount. If the Indemnifying Party timely disputes the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall negotiate in good faith to resolve such dispute as promptly as practicable. If such dispute is not resolved within fifteen days following the delivery by the Indemnifying Party of such response, the Indemnified Party and the Indemnifying Party shall each have promptly pay to the right Indemnified Party any and all Damages arising out of such claim. If the Indemnifying Party has timely disputed its indemnity obligation for any Damages with respect to submit such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute for resolution and, if not resolved through negotiations, such dispute shall be resolved by arbitration pursuant to a court of competent jurisdiction in accordance with the provisions of Section 9.810.06.

Direct Claim Procedures. If any the Indemnified Party has a claim for indemnification hereunder that does not involve a Third Party Claim, the Indemnified Party shall will give the Indemnifying Party written notice thereof describing in reasonable detail (based on the information then available to the Indemnified Party) the basis for such claim and the amount of the Damages Losses claimed by the Indemnified Party (the “Claimed Amount”) in respect thereof. Notwithstanding the foregoing, the failure or delay of the Indemnified Party to give such notice shall will not relieve the Indemnifying Party of its indemnification obligations hereunder except to the extent (and only to the extent) that the Indemnifying Party shall will have been materially and adversely prejudiced by such failure and provided always that any such notice is provided prior to the expiration of the applicable survival period provided hereinfailure. Within thirty (30) days after delivery of such notice, the Indemnifying Party shall will deliver to the Indemnified Party a written response in which the Indemnifying Party shall will (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall will be accompanied by a payment by the Indemnifying Party of the Claimed Amount), (ii) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case such response shall will be accompanied by payment by the Indemnifying Party of the Agreed Amount), or (iii) in good faith dispute that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party timely disputes the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall will negotiate in good faith to resolve such dispute as promptly as practicable. If such dispute is not resolved within fifteen thirty (30) days following the delivery by the Indemnifying Party of such response, the Indemnified Party and the Indemnifying Party shall will each have the right to submit such dispute for resolution to a court of competent jurisdiction in accordance with the provisions of pursuant to Section 9.810.2.