Common use of Indemnification Procedures for Non-Third Party Claims Clause in Contracts

Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim against the Shareholder under this Agreement that does not involve a claim by a third party, the Indemnified Party shall promptly deliver notice of such claim to the Shareholder in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Shareholder shall not relieve the Shareholder from any liability that it may have to such Indemnified Party, except to the extent that the Shareholder has been actually prejudiced by such failure. If the Shareholder does not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Shareholder disputes such claim, such claim specified by the Shareholder in such notice shall be conclusively deemed a liability of the Shareholder under this Article VII and the Shareholder 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 is estimated, on such later date when the amount of such claim is finally determined. If the Shareholder disputes its liability with respect to such claim in a timely manner, Shareholder 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 submitted to arbitration pursuant to Section 9.9.

Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim against the Principal Shareholder under this Agreement that does not involve a claim by a third party, the Indemnified Party shall promptly deliver notice of such claim to the Principal Shareholder in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Principal Shareholder shall not relieve the Principal Shareholder from any liability that it may have to such Indemnified Party, except to the extent that the Shareholder Company has been actually prejudiced by such failure. If the Principal Shareholder does not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Principal Shareholder disputes such claim, such claim specified by the Principal Shareholder in such notice shall be conclusively deemed a liability of the Principal Shareholder under this Article VII and the Principal Shareholder 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 is estimated, on such later date when the amount of such claim is finally determined. If the Principal Shareholder disputes its dispute their liability with respect to such claim in a timely manner, the Principal Shareholder 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 submitted to arbitration pursuant to Section 9.99.12.

Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim against the Shareholder Indemnifying Party under this Agreement that does not involve a claim by a third party, the Indemnified Party shall promptly deliver notice of such claim to the Shareholder Indemnifying Party in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Shareholder Indemnifying Party shall not relieve the Shareholder Indemnifying Party from any liability that it may have to such Indemnified Party, except to the extent that the Shareholder Indemnifying Party has been actually prejudiced by such failure. If the Shareholder Indemnifying Party does not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Shareholder Indemnifying Party disputes such claim, such claim specified by the Shareholder Indemnifying Party in such notice shall be conclusively deemed a liability of the Shareholder Indemnifying Party under this Article VII VIII and the Shareholder 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 is estimated, on such later date when the amount of such claim is finally determined. If the Shareholder Indemnifying Party disputes its liability with respect to such claim in a timely manner, Shareholder Es3 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 submitted to arbitration resolved pursuant to Section 9.910.11.

Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim against the Shareholder Indemnifying Party under this Agreement that does not involve a claim by a third party, the Indemnified Party shall promptly deliver notice of such claim to the Shareholder Indemnifying Party in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Shareholder Indemnifying Party shall not relieve the Shareholder Indemnifying Party from any liability that it may have to such Indemnified Party, except to the extent that the Shareholder Indemnifying Party has been actually prejudiced by such failure. If the Shareholder Indemnifying Party does not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Shareholder Indemnifying Party disputes such claim, such claim specified by the Shareholder Indemnifying Party in such notice shall be conclusively deemed a liability of the Shareholder Indemnifying Party under this Article VII VIII and the Shareholder 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 is estimated, on such later date when the amount of such claim is finally determined. If the Shareholder Indemnifying Party disputes its liability with respect to such claim in a timely manner, Shareholder EntertainmentXpress 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 submitted to arbitration resolved pursuant to Section 9.910.10.

Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim against the Shareholder Indemnitor under this Agreement that does not involve a claim by a third party, the Indemnified Party shall promptly deliver notice of such claim to the Shareholder Indemnitor in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Shareholder Indemnitor shall not relieve the Shareholder Indemnitor from any liability that it may have to such Indemnified Party, except to the extent that the Shareholder Indemnitor has been actually prejudiced by such failure. If the Shareholder Indemnitor does not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Shareholder Indemnitor disputes such claim, such claim specified by the Shareholder Indemnitor in such notice shall be conclusively deemed a liability of the Shareholder Indemnitor under this Article VII and the Shareholder Indemnitor 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 is estimated, on such later date when the amount of such claim is finally determined. If the Shareholder Indemnitor disputes its liability with respect to such claim in a timely manner, Shareholder the Indemnitor 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 submitted to arbitration pursuant to Section 9.98.12.

Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim against the Shareholder WESTERN Shareholders under this Agreement that does not involve a claim by a third party, the Indemnified Party shall promptly deliver notice of such claim to the Shareholder WESTERN Shareholders in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Shareholder WESTERN Shareholders shall not relieve the Shareholder WESTERN Shareholders from any liability that it they may have to such Indemnified Party, except to the extent that the Shareholder SOOUM has been actually prejudiced by such failure. If the Shareholder does WESTERN Shareholders do not notify the Indemnified Party within fifteen (15) Business Days business days following its receipt of such notice that the Shareholder disputes WESTERN Shareholders dispute such claim, such claim specified by the Shareholder WESTERN Shareholders in such notice shall be conclusively deemed a liability of the Shareholder WESTERN Shareholders under this Article VII VI and the Shareholder WESTERN Shareholders 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 is estimated, on such later date when the amount of such claim is finally determined. If the Shareholder disputes its WESTERN Shareholders dispute that liability with respect to such claim in a timely manner, Shareholder SOOUM 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 submitted to arbitration pursuant to Section 9.9arbitration.

Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim against the Shareholder Indemnifying Party under this Agreement that does not involve a claim by a third party, the Indemnified Party shall promptly deliver notice of such claim to the Shareholder Indemnifying Party in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Shareholder Indemnifying Party shall not relieve the Shareholder Indemnifying Party from any liability that it may have to such Indemnified Party, except to the extent that the Shareholder Indemnifying Party has been actually prejudiced by such failure. If the Shareholder Indemnifying Party does not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Shareholder Indemnifying Party disputes such claim, such claim specified by the Shareholder Indemnifying Party in such notice shall be conclusively deemed a liability of the Shareholder Indemnifying Party under this Article VII VIII and the Shareholder 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 is estimated, on such later date when the amount of such claim is finally determined. If the Shareholder Indemnifying Party disputes its liability with respect to such claim in a timely manner, Shareholder Sugarmade 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 submitted to arbitration resolved pursuant to Section 9.910.10.

Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim against the Shareholder Indemnifying Party under this Agreement that does not involve a claim by a third party, the Indemnified Party shall promptly deliver notice of such claim to the Shareholder Indemnifying Party in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Shareholder Indemnifying Party shall not relieve the Shareholder Indemnifying Party from any liability that it may have to such Indemnified Party, except to the extent that the Shareholder has Indemnifying Party have been actually prejudiced by such failure. If the Shareholder Indemnifying Party does not notify the Indemnified Party within fifteen (15) Business Days business days following its receipt of such notice that the Shareholder disputes Indemnifying Party dispute such claim, such claim specified by the Shareholder Indemnified Party in such notice shall be conclusively deemed a liability of the Shareholder Indemnifying Party under this Article VII Section 6 and the Shareholder 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 is estimated, on such later date when the amount of such claim is finally determined. If the Shareholder Indemnifying Party disputes its liability with respect to such claim in a timely manner, Shareholder 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 submitted to arbitration pursuant to Section 9.9dispute.

Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim against the Shareholder Indemnifying Party under this Agreement that does not involve a claim by a third party, the Indemnified Party shall promptly deliver notice of such claim to the Shareholder Indemnifying Party in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Shareholder Indemnifying Party shall not relieve the Shareholder Indemnifying Party from any liability that it may have to such Indemnified Party, except to the extent that the Shareholder Indemnifying Party has been actually prejudiced by such failure. If the Shareholder Indemnifying Party does not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Shareholder Indemnifying Party disputes such claim, such claim specified by the Shareholder Indemnifying Party in such notice shall be conclusively deemed a liability of the Shareholder Indemnifying Party under this Article VII VIII and the Shareholder 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 is estimated, on such later date when the amount of such claim is finally determined. If the Shareholder Indemnifying Party disputes its liability with respect to such claim in a timely manner, Shareholder 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 submitted to arbitration resolved pursuant to Section 9.910.1.

Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim against the Shareholder BP Acquisition under this Agreement that does not involve a claim by a third party, the Indemnified Party shall promptly deliver notice of such claim to the Shareholder BP Acquisition in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Shareholder BP Acquisition shall not relieve the Shareholder BP Acquisition from any liability that it may have to such Indemnified Party, except to the extent that the Shareholder BP Acquisition has been actually prejudiced by such failure. If the Shareholder BP Acquisition does not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Shareholder BP Acquisition disputes such claim, such claim specified by the Shareholder BP Acquisition in such notice shall be conclusively deemed a liability of the Shareholder BP Acquisition under this Article VII and the Shareholder BP Acquisition 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 is estimated, on such later date when the amount of such claim is finally determined. If the Shareholder BP Acquisition disputes its liability with respect to such claim in a timely manner, Shareholder BP Acquisition 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 submitted to arbitration pursuant to Section 9.99.12.

Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim against the Shareholder Indemnifying Party under this Agreement that does not involve a claim by a third party, the Indemnified Party shall promptly deliver notice of such claim to the Shareholder Indemnifying Party in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Shareholder Indemnifying Party shall not relieve the Shareholder Indemnifying Party from any liability that it may have to such Indemnified Party, except to the extent that the Shareholder Indemnifying Party has been actually prejudiced by such failure. If the Shareholder Indemnifying Party does not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Shareholder Indemnifying Party disputes such claim, such claim specified by the Shareholder Indemnifying Party in such notice shall be conclusively deemed a liability of the Shareholder Indemnifying Party under this Article VII VIII and the Shareholder 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 is estimated, on such later date when the amount of such claim is finally determined. If the Shareholder Indemnifying Party disputes its liability with respect to such claim in a timely manner, Shareholder IdeaEdge 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 submitted to arbitration resolved pursuant to Section 9.910.11.

Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim against the Shareholder Indemnifying Party under this Agreement that does not involve a claim by a third party, the Indemnified Party shall promptly deliver notice of such claim to the Shareholder Indemnifying Party in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Shareholder Indemnifying Party shall not relieve the Shareholder Indemnifying Party from any liability that it may have to such Indemnified Party, except to the extent that the Shareholder Indemnifying Party has been actually prejudiced by such failure. If the Shareholder Indemnifying Party does not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Shareholder Indemnifying Party disputes such claim, such claim specified by the Shareholder Indemnifying Party in such notice shall be conclusively deemed a liability of the Shareholder Indemnifying Party under this Article VII VIII and the Shareholder 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 is estimated, on such later date when the amount of such claim is finally determined. If the Shareholder Indemnifying Party disputes its liability with respect to such claim in a timely manner, Shareholder BANYAN 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 submitted to arbitration resolved pursuant to Section 9.910.11.

Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim against the Shareholder Indemnifying Party under this Agreement that does not involve a claim by a third party, the Indemnified Party shall promptly deliver notice of such claim to the Shareholder Indemnifying Party in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Shareholder Indemnifying Party shall not relieve the Shareholder Indemnifying Party from any liability that it may have to such Indemnified Party, except to the extent that the Shareholder Indemnifying Party has been actually prejudiced by such failure. If the Shareholder Indemnifying Party does not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Shareholder Indemnifying Party disputes such claim, such claim specified by the Shareholder Indemnifying Party in such notice shall be conclusively deemed a liability of the Shareholder Indemnifying Party under this Article VII and the Shareholder 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 is estimated, on such later date when the amount of such claim is finally determined. If the Shareholder Indemnifying Party disputes its liability with respect to such claim in a timely manner, Shareholder 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 submitted to arbitration resolved pursuant to Section 9.9.

Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim against the Shareholder Principal Interest Holder under this Agreement that does not involve a claim by a third party, the Indemnified Party shall promptly deliver notice of such claim to the Shareholder Principal Interest Holder in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Shareholder Principal Interest Holder shall not relieve the Shareholder Principal Interest Holder from any liability that it may have to such Indemnified Party, except to the extent that the Shareholder Company has been actually prejudiced by such failure. If the Shareholder Principal Interest Holder does not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Shareholder Principal Interest Holder disputes such claim, such claim specified by the Shareholder Principal Interest Holder in such notice shall be conclusively deemed a liability of the Shareholder Principal Interest Holder under this Article VII and the Shareholder Principal Interest Holder 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 is estimated, on such later date when the amount of such claim is finally determined. If the Shareholder Principal Interest Holder disputes its liability with respect to such claim in a timely manner, Shareholder the Company 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 submitted to arbitration pursuant to Section 9.99.11.

Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim against the Shareholder Company under this Agreement that does not involve a claim by a third party, the Indemnified Party shall promptly deliver notice of such claim to the Shareholder Company in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Shareholder Company shall not relieve the Shareholder Company from any liability that it may have to such Indemnified Party, except to the extent that the Shareholder Company has been actually prejudiced by such failure. If the Shareholder Company does not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Shareholder Company disputes such claim, such claim specified by the Shareholder Company in such notice shall be conclusively deemed a liability of the Shareholder Company under this Article VII and the Shareholder Company 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 is estimated, on such later date when the amount of such claim is finally determined. If the Shareholder Company disputes its liability with respect to such claim in a timely manner, Shareholder the Company 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 submitted to arbitration pursuant to Section 9.99.12.

Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim against the Shareholder Indemnifying Party under this Agreement that does not involve a claim by a third party, the Indemnified Party shall promptly deliver notice of such claim to the Shareholder Indemnifying Party in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Shareholder Indemnifying Party shall not relieve the Shareholder Indemnifying Party from any liability that it may have to such Indemnified Party, except to the extent that the Shareholder Indemnifying Party has been actually prejudiced by such failure. If the Shareholder Indemnifying Party does not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Shareholder Indemnifying Party disputes such claim, such claim specified by the Shareholder Indemnifying Party in such notice shall be conclusively deemed a liability of the Shareholder Indemnifying Party under this Article VII VIII and the Shareholder 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 is estimated, on such later date when the amount of such claim is finally determined. If the Shareholder Indemnifying Party disputes its liability with respect to such claim in a timely manner, Shareholder TNSY 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 submitted to arbitration resolved pursuant to Section 9.910.11.

Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim against the Shareholder Indemnifying Party under this Agreement that does not involve a claim by a third party, the Indemnified Party shall promptly deliver notice of such claim to the Shareholder Indemnifying Party in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Shareholder Indemnifying Party shall not relieve the Shareholder Indemnifying Party from any liability that it may have to such Indemnified Party, except to the extent that the Shareholder Indemnifying Party has been actually prejudiced by such failure. If the Shareholder Indemnifying Party does not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Shareholder Indemnifying Party disputes such claim, such claim specified by the Shareholder Indemnifying Party in such notice shall be conclusively deemed a liability of the Shareholder Indemnifying Party under this Article VII VIII and the Shareholder 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 is estimated, on such later date when the amount of such claim is finally determined. If the Shareholder Indemnifying Party disputes its liability with respect to such claim in a timely manner, Shareholder QRSciences 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 submitted to arbitration resolved pursuant to Section 9.910.11.

Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim against the Shareholder Indemnifying Party under this Agreement that does not involve a claim by a third party, the Indemnified Party shall promptly deliver notice of such claim to the Shareholder Indemnifying Party in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Shareholder Indemnifying Party shall not relieve the Shareholder Indemnifying Party from any liability that it may have to such Indemnified Party, except to the extent that the Shareholder Indemnifying Party has been actually prejudiced by such failure. If the Shareholder Indemnifying Party does not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Shareholder Indemnifying Party disputes such claim, such claim specified by the Shareholder Indemnifying Party in such notice shall be conclusively deemed a liability of the Shareholder Indemnifying Party under this Article VII VIII and the Shareholder 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 is estimated, on such later date when the amount of such claim is finally determined. If the Shareholder Indemnifying Party disputes its liability with respect to such claim in a timely manner, Shareholder XXXXXXXXX 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 submitted to arbitration resolved pursuant to Section 9.910.11.

Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim against the Shareholder Indemnifying Party under this Agreement that does not involve a claim by a third party, the Indemnified Party shall promptly deliver notice of such claim to the Shareholder Indemnifying Party in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Shareholder Indemnifying Party shall not relieve the Shareholder Indemnifying Party from any liability that it may have to such Indemnified Party, except to the extent that the Shareholder Indemnifying Party has been actually prejudiced by such failure. If the Shareholder Indemnifying Party does not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Shareholder Indemnifying Party disputes such claim, such claim specified by the Shareholder Indemnifying Party in such notice shall be conclusively deemed a liability of the Shareholder Indemnifying Party under this Article VII VIII and the Shareholder 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 is estimated, on such later date when the amount of such claim is finally determined. If the Shareholder Indemnifying Party disputes its liability with respect to such claim in a timely manner, Shareholder FREGAT 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 submitted to arbitration resolved pursuant to Section 9.910.11.

Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim against the Shareholder Indemnifying Party under this Agreement that does not involve a claim by a third party, the Indemnified Party shall promptly deliver notice of such claim to the Shareholder Indemnifying Party in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Shareholder Indemnifying Party shall not relieve the Shareholder Indemnifying Party from any liability that it may have to such Indemnified Party, except to the extent that the Shareholder Indemnifying Party has been actually prejudiced by such failure. If the Shareholder Indemnifying Party does not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Shareholder Indemnifying Party disputes such claim, such claim specified by the Shareholder Indemnifying Party in such notice shall be conclusively deemed a liability of the Shareholder Indemnifying Party under this Article VII VIII and the Shareholder 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 is estimated, on such later date when the amount of such claim is finally determined. If the Shareholder Indemnifying Party disputes its liability with respect to such claim in a timely manner, Shareholder DCE 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 submitted to arbitration resolved pursuant to Section 9.910.11.

Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim against the Shareholder Indemnifying Party under this Agreement that does not involve a claim by a third party, the Indemnified Party shall must promptly deliver notice of such claim to the Shareholder Indemnifying Party in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Shareholder shall Indemnifying Party does not relieve the Shareholder Indemnifying Party from any liability that it may have to such Indemnified Party, except to the extent that the Shareholder Indemnifying Party has been actually prejudiced by such failure. If the Shareholder Indemnifying Party does not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Shareholder Indemnifying Party disputes such claim, such claim specified by the Shareholder Indemnifying Party in such notice shall will be conclusively deemed a liability of the Shareholder Indemnifying Party under this Article VII VIII and the Shareholder shall Indemnifying Party must 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 is estimated, on such later date when the amount of such claim is finally determined. If the Shareholder Indemnifying Party disputes its liability with respect to such claim in a timely manner, Shareholder 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 must be submitted to arbitration pursuant to resolved in accordance with Section 9.910.11.

Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim against the Shareholder Indemnifying Party under this Agreement that does not involve a claim by a third party, the Indemnified Party shall promptly deliver notice of such claim to the Shareholder Indemnifying Party in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Shareholder Indemnifying Party shall not relieve the Shareholder Indemnifying Party from any liability that it may have to such Indemnified Party, except to the extent that the Shareholder Indemnifying Party has been actually prejudiced by such failure. If the Shareholder Indemnifying Party does not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Shareholder Indemnifying Party disputes such claim, such claim specified by the Shareholder Indemnifying Party in such notice shall be conclusively deemed a liability of the Shareholder Indemnifying Party under this Article VII VIII and the Shareholder 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 is estimated, on such later date when the amount of such claim is finally determined. If the Shareholder Indemnifying Party disputes its liability with respect to such claim in a timely manner, Shareholder YIL 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 submitted to arbitration resolved pursuant to Section 9.910.11.

Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim against the Principal Shareholder under this Agreement that does not involve a claim by a third party, the Indemnified Party shall promptly deliver notice of such claim to the Principal Shareholder in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Principal Shareholder shall not relieve the Principal Shareholder from any liability that it may have to such Indemnified Party, except to the extent that the Principal Shareholder has been actually prejudiced by such failure; provided, however, that in no event shall such failure extend the period in which a claim for indemnification can be made by an Indemnified Party hereunder. If the Principal Shareholder does not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Principal Shareholder disputes such claim, such claim specified by the Principal Shareholder in such notice shall be conclusively deemed a liability of the Principal Shareholder under this Article VII and the Shareholder 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 is estimated, on such later date when the amount of such claim is finally determinedVII. If the Principal Shareholder disputes its their liability with respect to such claim in a timely manner, the Principal Shareholder 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 submitted to arbitration pursuant to Section 9.99.12.

Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim against the Shareholder Indemnifying Party under this Agreement that does not involve a claim by a third party, the Indemnified Party shall promptly deliver notice of such claim to the Shareholder Indemnifying Party in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Shareholder Indemnifying Party shall not relieve the Shareholder Indemnifying Party from any liability that it may have to such Indemnified Party, except to the extent that the Shareholder Indemnifying Party has been actually prejudiced by such failure. If the Shareholder Indemnifying Party does not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Shareholder Indemnifying Party disputes such claim, such claim specified by the Shareholder Indemnifying Party in such notice shall be conclusively deemed a liability of the Shareholder Indemnifying Party under this Article VII VIII and the Shareholder 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 is estimated, on such later date when the amount of such claim is finally determined. If the Shareholder Indemnifying Party disputes its liability with respect to such claim in a timely manner, Shareholder PSF 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 submitted to arbitration pursuant to Section 9.9.dispute

Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim against the Shareholder Principal Shareholders under this Agreement that does not involve a claim by a third party, the Indemnified Party shall promptly deliver notice of such claim to the Shareholder Principal Shareholders in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Shareholder Principal Shareholders shall not relieve the Shareholder Principal Shareholders from any liability that it may have to such Indemnified Party, except to the extent that the Shareholder has Principal Shareholders have been actually prejudiced by such failure. If the Shareholder does Principal Shareholders do not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Shareholder Principal Shareholders disputes such claim, such claim specified by the Shareholder Principal Shareholders in such notice shall be conclusively deemed a liability of the Shareholder Principal Shareholders under this Article VII and the Shareholder Principal Shareholders 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 is estimated, on such later date when the amount of such claim is finally determined. If the Shareholder disputes its Principal Shareholders dispute their liability with respect to such claim in a timely manner, Shareholder the Principal Shareholders 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 submitted to arbitration pursuant to Section 9.99.12.

Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim against the Shareholder Indemnifying Party under this Agreement that does not involve a claim by a third party, the Indemnified Party shall promptly deliver notice of such claim to the Shareholder Indemnifying Party in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Shareholder Indemnifying Party shall not relieve the Shareholder Indemnifying Party from any liability that it may have to such Indemnified Party, except to the extent that the Shareholder Indemnifying Party has been actually prejudiced by such failure. If the Shareholder Indemnifying Party does not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Shareholder Indemnifying Party disputes such claim, such claim specified by the Shareholder Indemnifying Party in such notice shall be conclusively deemed a liability of the Shareholder Indemnifying Party under this Article VII VIII and the Shareholder 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 is estimated, on such later date when the amount of such claim is finally determined. If the Shareholder Indemnifying Party disputes its liability with respect to such claim in a timely manner, Shareholder NBI 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 submitted to arbitration resolved pursuant to Section 9.910.11.

Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim against the Shareholder Indemnifying Party under this Agreement that does not involve a claim by a third party, the Indemnified Party shall promptly deliver notice of such claim to the Shareholder Indemnifying Party in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Shareholder Indemnifying Party shall not relieve the Shareholder Indemnifying Party from any liability that it may have to such Indemnified Party, except to the extent that the Shareholder Indemnifying Party has been actually prejudiced by such failure. If the Shareholder Indemnifying Party does not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Shareholder Indemnifying Party disputes such claim, such claim specified by the Shareholder Indemnifying Party in such notice shall be conclusively deemed a liability of the Shareholder Indemnifying Party under this Article VII VIII and the Shareholder 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 is estimated, on such later date when the amount of such claim is finally determined. If the Shareholder Indemnifying Party disputes its liability with respect to such claim in a timely manner, Shareholder TPN 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 submitted to arbitration resolved pursuant to Section 9.910.10.

Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification of a claim against the Shareholder under this Agreement that does not involve a claim by a third partyThird Party Claim being asserted against it, the Indemnified Party Indemnitee shall promptly deliver send a written notice of claim to, in the case of a Parent Indemnitee, the Stockholders’ Representative, and in the case of a Stockholder Indemnitee, Parent; provided that the failure or delay in notifying such Person of such claim to the Shareholder in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Shareholder shall will not relieve the Shareholder from Indemnitor of any liability that it Liability the Indemnitor may have to such Indemnified Partythe Indemnitee, except and only to the extent that the Shareholder Indemnitor has been actually materially prejudiced by such failure. If The notice of claim shall set forth the Shareholder does amount, if known, or, if not notify known, an estimate of the Indemnified Party within fifteen foreseeable maximum amount of claimed Losses (15which estimate shall not be conclusive of the final amount of such Losses) Business Days following its and a description of the basis for such claim. The Indemnitor will have thirty (30) days from receipt of such notice of claim to dispute the claim, and the parties thereafter shall attempt to resolve the dispute by negotiation in good faith; provided, that if the Shareholder parties are unable to reach agreement within sixty (60) days of such notice, the dispute shall be submitted for final adjudication to the applicable court sitting in the State of Delaware in accordance with Section 10.6. If the Indemnitor does not give notice to the Indemnitee that it disputes such claim within thirty (30) days after its receipt of the notice of claim, such the claim specified by the Shareholder in such notice shall of claim will be conclusively deemed a liability of the Shareholder under this Article VII and the Shareholder shall pay the amount of such liability Loss subject to the Indemnified Party on demand, or in the case of any notice in which the amount of the claim is estimated, on such later date when the amount of such claim is finally determined. If the Shareholder disputes its liability with respect to such claim in a timely manner, Shareholder 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 submitted to arbitration pursuant to Section 9.9indemnification hereunder.

Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim against the Shareholder CSOR Liquidation under this Agreement that does not involve a claim by a third party, the Indemnified Party shall promptly deliver notice of such claim to the Shareholder CSOR Liquidation in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Shareholder CSOR Liquidation shall not relieve the Shareholder CSOR Liquidation from any liability that it may have to such Indemnified Party, except to the extent that the Shareholder CSOR Liquidation has been actually prejudiced by such failure. If the Shareholder CSOR Liquidation does not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Shareholder CSOR Liquidation disputes such claim, such claim specified by the Shareholder CSOR Liquidation in such notice shall be conclusively deemed a liability of the Shareholder CSOR Liquidation under this Article VII and the Shareholder CSOR Liquidation 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 is estimated, on such later date when the amount of such claim is finally determined. If the Shareholder CSOR Liquidation disputes its liability with respect to such claim in a timely manner, Shareholder CSOR Liquidation 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 submitted to arbitration pursuant to Section 9.99.12.

Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim against the Shareholder Indemnifying Party under this Agreement that does not involve a claim by a third party, the Indemnified Party shall promptly deliver notice of such claim to the Shareholder Indemnifying Party in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Shareholder Indemnifying Party shall not relieve the Shareholder Indemnifying Party from any liability that it may have to such Indemnified Party, except to the extent that the Shareholder Indemnifying Party has been actually prejudiced by such failure. If the Shareholder Indemnifying Party does not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Shareholder Indemnifying Party disputes such claim, such claim specified by the Shareholder Indemnifying Party in such notice shall be conclusively deemed a liability of the Shareholder Indemnifying Party under this Article VII XI and the Shareholder 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 is estimated, on such later date when the amount of such claim is finally determined. If the Shareholder Indemnifying Party disputes its liability with respect to such claim in a timely manner, Shareholder DGH 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 submitted to arbitration resolved pursuant to Section 9.913.11.

Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim against the Shareholder Indemnifying Party under this Agreement that does not involve a claim by a third party, the Indemnified Party shall promptly deliver notice of such claim to the Shareholder Indemnifying Party in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Shareholder Indemnifying Party shall not relieve the Shareholder Indemnifying Party from any liability that it may have to such Indemnified Party, except to the extent that the Shareholder Indemnifying Party has been actually prejudiced by such failure. If the Shareholder Indemnifying Party does not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Shareholder Indemnifying Party disputes such claim, such claim specified by the Shareholder Indemnifying Party in such notice shall be conclusively deemed a liability of the Shareholder Indemnifying Party under this Article VII VIII and the Shareholder 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 is estimated, on such later date when the amount of such claim is finally determined. If the Shareholder Indemnifying Party disputes its liability with respect to such claim in a timely manner, Shareholder XXXX 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 submitted to arbitration resolved pursuant to Section 9.910.11.

Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim against the Shareholder Indemnifying Party under this Agreement that does not involve a claim by a third party, the Indemnified Party shall promptly deliver notice of such claim to the Shareholder Indemnifying Party in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Shareholder Indemnifying Party shall not relieve the Shareholder Indemnifying Party from any liability that it may have to such Indemnified Party, except to the extent that the Shareholder Indemnifying Party has been actually prejudiced by such failure. If the Shareholder Indemnifying Party does not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Shareholder Indemnifying Party disputes such claim, such claim specified by the Shareholder Indemnifying Party in such notice shall be conclusively deemed a liability of the Shareholder Indemnifying Party under this Article VII VIII and the Shareholder 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 is estimated, on such later date when the amount of such claim is finally determined. If the Shareholder Indemnifying Party disputes its liability with respect to such claim in a timely manner, Shareholder XERXIS 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 submitted to arbitration resolved pursuant to Section 9.910.11.

Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim against the Shareholder Indemnifying Party under this Agreement that does not involve a claim by a third party, the Indemnified Party shall promptly deliver notice of such claim to the Shareholder Indemnifying Party in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Shareholder Indemnifying Party shall not relieve the Shareholder Indemnifying Party from any liability that it may have to such Indemnified Party, except to the extent that the Shareholder Indemnifying Party has been actually prejudiced by such failure. If the Shareholder Indemnifying Party does not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Shareholder Indemnifying Party disputes such claim, such claim specified by the Shareholder Indemnifying Party in such notice shall be conclusively deemed a liability of the Shareholder Indemnifying Party under this Article VII and the Shareholder 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 is estimated, on such later date when the amount of such claim is finally determined. If the Shareholder Indemnifying Party disputes its liability with respect to such claim in a timely manner, Shareholder Sino Oriental 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 submitted to arbitration pursuant to Section 9.9resolved through litigation or arbitration.

Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim against the Shareholder Shareholders under this Agreement that does not involve a claim by a third party, the Indemnified Party shall promptly deliver notice of such claim to the Shareholder Shareholders in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Shareholder Shareholders shall not relieve the Shareholder Shareholders from any liability that it may have to such Indemnified Party, except to the extent that the Shareholder has Shareholders have been actually prejudiced by such failure. If the Shareholder does Shareholders do not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Shareholder disputes Shareholders dispute such claim, such claim specified by the Shareholder Shareholders in such notice shall be conclusively deemed a liability of the Shareholder Shareholders under this Article VII and the Shareholder Shareholders 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 is estimated, on such later date when the amount of such claim is finally determined. If the Shareholder disputes its Shareholders dispute their liability with respect to such claim in a timely manner, Shareholder the Shareholders 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 submitted to arbitration pursuant to Section 9.99.12.

Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim against the Shareholder Indemnifying Party under this Agreement that does not involve a claim by a third party, the Indemnified Party shall promptly deliver notice of such claim to the Shareholder Indemnifying Party in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Shareholder Indemnifying Party shall not relieve the Shareholder Indemnifying Party from any liability that it may have to such Indemnified Party, except to the extent that the Shareholder Indemnifying Party has been actually prejudiced by such failure. If the Shareholder Indemnifying Party does not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Shareholder Indemnifying Party disputes such claim, such claim specified by the Shareholder Indemnifying Party in such notice shall be conclusively deemed a liability of the Shareholder Indemnifying Party under this Article VII VIII and the Shareholder 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 is estimated, on such later date when the amount of such claim is finally determined. If the Shareholder Indemnifying Party disputes its liability with respect to such claim in a timely manner, Shareholder KNHI 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 submitted to arbitration resolved pursuant to Section 9.910.11.

Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim against the Shareholder SoOum Shareholders under this Agreement that does not involve a claim by a third party, the Indemnified Party shall promptly deliver notice of such claim to the Shareholder SoOum Shareholders in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Shareholder SoOum Shareholders shall not relieve the Shareholder SoOum Shareholders from any liability that it they may have to such Indemnified Party, except to the extent that the Shareholder SoOum has been actually prejudiced by such failure. If the Shareholder does SoOum Shareholders do not notify the Indemnified Party within fifteen (15) Business Days business days following its receipt of such notice that the Shareholder disputes SoOum Shareholders dispute such claim, such claim specified by the Shareholder SoOum Shareholders in such notice shall be conclusively deemed a liability of the Shareholder under this Article VII and the Shareholder SoOum Shareholders 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 is estimated, on such later date when the amount of such claim is finally determined. If the Shareholder SoOum Shareholders disputes its that liability with respect to such claim in a timely manner, Shareholder SoOum 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 submitted to arbitration pursuant to Section 9.99.11.

Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim against the Shareholder Indemnifying Party under this Agreement that does not involve a claim by a third party, the Indemnified Party shall promptly deliver notice of such claim to the Shareholder Indemnifying Party in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Shareholder Indemnifying Party shall not relieve the Shareholder Indemnifying Party from any liability that it may have to such Indemnified Party, except to the extent that the Shareholder Indemnifying Party has been actually prejudiced by such failure. If the Shareholder Indemnifying Party does not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Shareholder Indemnifying Party disputes such claim, such claim specified by the Shareholder Indemnifying Party in such notice shall be conclusively deemed a liability of the Shareholder Indemnifying Party under this Article VII VIII and the Shareholder 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 is estimated, on such later date when the amount of such claim is finally determined. If the Shareholder Indemnifying Party disputes its liability with respect to such claim in a timely manner, Shareholder Telanetix 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 submitted to arbitration resolved pursuant to Section 9.910.11.