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

Indemnification Procedures for Non-Third Party Claims. In the event of a claim that does not involve a Third Party Claim being asserted against it, the Indemnified Party shall send a Notice of Claim promptly after discovery of the basis for such claim (i) if the Indemnified Party is a Parent Indemnitee, to Equityholder Representative or (ii) if the Indemnified Party is a Equityholder Indemnitee, to Parent. The Notice of Claim shall set forth the amount, if known, or, if not known, a reasonable estimate of the foreseeable maximum amount of claimed Losses (which estimate shall include as much detail as is reasonably practicable under the circumstances, but which shall not be conclusive of the final amount of such Losses) and a reasonable description of the basis for such claim. The Indemnifying Party and Indemnified Party shall reasonably cooperate to determine the validity of the claim for indemnity and the Indemnifying Party shall have sixty (60) days from receipt of such Notice of Claim to dispute the claim. If the Indemnifying Party does not give notice to the Indemnified Party that it disputes such claim within sixty (60) calendar days after its receipt of the Notice of Claim, the claim specified in such Notice of Claim will be conclusively deemed a Loss subject to indemnification hereunder. In the case of a disputed claim, the parties will seek to resolve such disputes by good faith negotiations and, if the validity of the claim is not resolved within sixty (60) days after the dispute notice is given, the Indemnified Party may seek arbitration of such claim. If the Indemnifying Party does provide a dispute notice within the sixty (60) day period, no payments shall be made as to such indemnification claims until final resolution is reached either by mutual written agreement between the parties or a final, binding and non-appealable decision by the arbitrator in accordance with Section 11.11.

Indemnification Procedures for Non-Third Party Claims. In the event of a any Indemnified Party should have an indemnification claim against the Indemnifying Party under this Agreement that does not involve a Third Party Claim being asserted against itclaim by a third party, the Indemnified Party shall send a Notice promptly deliver notice of Claim promptly after discovery of the basis for such claim (i) if to the Indemnifying Party in writing and in reasonable detail and shall cooperate with, answers questions and make available to the Indemnifying Party the information relied upon by the Indemnified Party is a Parent Indemnitee, to Equityholder Representative or (ii) if substantiate the Indemnified Party is a Equityholder Indemnitee, to Parent. The Notice of Claim shall set forth the amount, if known, or, if not known, a reasonable estimate of the foreseeable maximum amount of claimed Losses (which estimate shall include as much detail as is reasonably practicable under the circumstances, but which shall not be conclusive of the final amount of such Losses) and a reasonable description of the basis for such claim. The Indemnifying Party and failure by any Indemnified Party shall reasonably cooperate to determine the validity of the claim for indemnity and so notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may have sixty (60) days from receipt of to such Notice of Claim Indemnified Party, except to dispute the claimextent that Indemnifying Party have been actually materially prejudiced by such failure. If the Indemnifying Party does not give notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Indemnifying Party dispute such claim, such claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability of the Indemnifying Party under this Article X and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party that it disputes such claim within sixty (60) calendar days after its receipt of the Notice of Claimon demand, the claim specified or in such Notice of Claim will be conclusively deemed a Loss subject to indemnification hereunder. In the case of a disputed claim, any notice in which the parties will seek to resolve such disputes by good faith negotiations and, if the validity amount of the claim is not resolved within sixty (60) days after estimated, on such later date when the dispute notice is given, the Indemnified Party may seek arbitration amount of such claimclaim is finally determined. If the Indemnifying Party does provide disputes its liability with respect to such Claim in a timely manner, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute notice within the sixty (60) day periodand, no payments if not resolved through negotiations, such dispute shall be made as submitted to such indemnification claims until final resolution is reached either by mutual written agreement between the parties or a final, binding and non-appealable decision by the arbitrator in accordance with Section 11.11court of law.

Indemnification Procedures for Non-Third Party Claims. In the event of a any Indemnified Party should have an indemnification claim against the Indemnifying Party under this Agreement that does not involve a Third Party Claim being asserted against itclaim by a third party, the Indemnified Party shall send a Notice promptly deliver notice of Claim promptly after discovery of the basis for such claim (i) if to the Indemnifying Party in writing and in reasonable detail. The failure by any Indemnified Party is a Parent Indemnitee, to Equityholder Representative or (ii) if the Indemnified Party is a Equityholder Indemnitee, to Parent. The Notice of Claim shall set forth the amount, if known, or, if not known, a reasonable estimate of the foreseeable maximum amount of claimed Losses (which estimate shall include as much detail as is reasonably practicable under the circumstances, but which shall not be conclusive of the final amount of such Losses) and a reasonable description of the basis for such claim. The Indemnifying Party and Indemnified Party shall reasonably cooperate to determine the validity of the claim for indemnity and so notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may have sixty (60) days from receipt of to such Notice of Claim Indemnified Party, except to dispute the claimextent that Indemnifying Party has been actually prejudiced by such failure. If the Indemnifying Party does not give notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Indemnifying Party disputes such claim, such claim specified by the Indemnifying Party in such notice shall be conclusively deemed a liability of the Indemnifying Party under this Section 6 and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party that it disputes such claim within sixty (60) calendar days after its receipt of the Notice of Claimon demand, the claim specified or in such Notice of Claim will be conclusively deemed a Loss subject to indemnification hereunder. In the case of a disputed claim, any notice in which the parties will seek to resolve such disputes by good faith negotiations and, if the validity amount of the claim is not resolved within sixty (60) days after estimated, on such later date when the dispute notice is given, the Indemnified Party may seek arbitration amount of such claimclaim is finally determined. If the Indemnifying Party does provide disputes its liability with respect to such claim in a timely manner, the Indemnifying and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute notice within the sixty (60) day periodand, no payments if not resolved through negotiations, such dispute shall be made as resolved pursuant to such indemnification claims until final resolution is reached either by mutual written agreement between the parties or a final, binding and non-appealable decision by the arbitrator in accordance with Section 11.119.6.

Indemnification Procedures for Non-Third Party Claims. In the event of a claim that does not involve a Third Third-Party Claim being asserted against it, the Indemnified Party shall send a Notice of Claim promptly after discovery of the basis for such claim (i) if the Indemnified Party is a Parent Indemnitee, to Equityholder Representative or (ii) if the Indemnified Party is a Equityholder Shareholder Indemnitee, to Parent. The Notice of Claim shall set forth the amount, if known, or, if not known, a reasonable estimate of the foreseeable maximum amount of claimed Losses (which estimate shall include as much detail as is reasonably practicable under the circumstances, but which shall not be conclusive of the final amount of such Losses) and a reasonable description of the basis for such claim. The Indemnifying Party and Indemnified Party shall reasonably cooperate to determine the validity of the claim for indemnity and the Indemnifying Party shall have sixty (60) days from receipt of such Notice of Claim to dispute the claim. If the Indemnifying Party does not give notice to the Indemnified Party that it disputes such claim within sixty (60) calendar days after its receipt of the Notice of Claim, the claim specified in such Notice of Claim will be conclusively deemed a Loss subject to indemnification hereunder. In the case of a disputed claim, the parties will seek to resolve such disputes by good faith negotiations and, if the validity of the claim is not resolved within sixty (60) calendar days after the dispute notice is given, the Indemnified Party may seek arbitration of such claim. If the Indemnifying Party does provide a dispute notice within the sixty (60) day period, no payments shall be made as to such indemnification claims until final resolution is reached either by mutual written agreement between the parties or a final, binding and non-appealable decision by the arbitrator Arbiter in accordance with Section 11.11.

Indemnification Procedures for Non-Third Party Claims. In the event of a any Indemnified Party should have an indemnification claim against the Indemnifying Party under this Agreement that does not involve a Third Party Claim being asserted against itclaim by a third party, the Indemnified Party shall send a Notice promptly deliver notice of Claim promptly after discovery of the basis for such claim (i) if to the Indemnifying Party in writing and in reasonable detail. The failure by any Indemnified Party is a Parent Indemnitee, to Equityholder Representative or (ii) if the Indemnified Party is a Equityholder Indemnitee, to Parent. The Notice of Claim shall set forth the amount, if known, or, if not known, a reasonable estimate of the foreseeable maximum amount of claimed Losses (which estimate shall include as much detail as is reasonably practicable under the circumstances, but which shall not be conclusive of the final amount of such Losses) and a reasonable description of the basis for such claim. The Indemnifying Party and Indemnified Party shall reasonably cooperate to determine the validity of the claim for indemnity and so notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may have sixty (60) days from receipt of to such Notice of Claim Indemnified Party, except to dispute the claimextent that the Indemnifying Party has been actually prejudiced by such failure. If the Indemnifying Party does not give notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Indemnifying Party disputes such claim, such claim specified by the Indemnifying Party in such notice shall be conclusively deemed a liability of the Indemnifying Party under this Article VII and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party that it disputes such claim within sixty (60) calendar days after its receipt of the Notice of Claimon demand, the claim specified or in such Notice of Claim will be conclusively deemed a Loss subject to indemnification hereunder. In the case of a disputed claim, any notice in which the parties will seek to resolve such disputes by good faith negotiations and, if the validity amount of the claim is not resolved within sixty (60) days after estimated, on such later date when the dispute notice is given, the Indemnified Party may seek arbitration amount of such claimclaim is finally determined. If the Indemnifying Party does provide disputes its liability with respect to such claim in a timely manner, Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute notice within the sixty (60) day periodand, no payments if not resolved through negotiations, such dispute shall be made as submitted to such indemnification claims until final resolution is reached either by mutual written agreement between the parties or a final, binding and non-appealable decision by the arbitrator in accordance with arbitration pursuant to Section 11.119.9.

Indemnification Procedures for Non-Third Party Claims. In the event of a any Indemnified Party should have an indemnification claim against the Indemnifying Party under this Agreement that does not involve a Third Party Claim being asserted against itclaim by a third party, the Indemnified Party shall send a Notice promptly deliver notice of Claim promptly after discovery of the basis for such claim (i) if to the Indemnifying Party in writing and in reasonable detail. The failure by any Indemnified Party is a Parent Indemnitee, to Equityholder Representative or (ii) if the Indemnified Party is a Equityholder Indemnitee, to Parent. The Notice of Claim shall set forth the amount, if known, or, if not known, a reasonable estimate of the foreseeable maximum amount of claimed Losses (which estimate shall include as much detail as is reasonably practicable under the circumstances, but which shall not be conclusive of the final amount of such Losses) and a reasonable description of the basis for such claim. The Indemnifying Party and Indemnified Party shall reasonably cooperate to determine the validity of the claim for indemnity and so notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may have sixty (60) days from receipt of to such Notice of Claim Indemnified Party, except to dispute the claimextent that the Indemnifying Party has been actually prejudiced by such failure. If the Indemnifying Party does not give notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Indemnifying Party disputes such claim, such claim specified by the Indemnifying Party in such notice shall be conclusively deemed a liability of the Indemnifying Party under this Article VIII and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party that it disputes such claim within sixty (60) calendar days after its receipt of the Notice of Claimon demand, the claim specified or in such Notice of Claim will be conclusively deemed a Loss subject to indemnification hereunder. In the case of a disputed claim, any notice in which the parties will seek to resolve such disputes by good faith negotiations and, if the validity amount of the claim is not resolved within sixty (60) days after estimated, on such later date when the dispute notice is given, the Indemnified Party may seek arbitration amount of such claimclaim is finally determined. If the Indemnifying Party does provide disputes its liability with respect to such claim in a timely manner, STSN and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute notice within the sixty (60) day periodand, no payments if not resolved through negotiations, such dispute shall be made as resolved pursuant to such indemnification claims until final resolution is reached either by mutual written agreement between the parties or a final, binding and non-appealable decision by the arbitrator in accordance with Section 11.1110.11.

Indemnification Procedures for Non-Third Party Claims. In the event of a claim that does not involve a Third Party Claim being asserted against it, the Indemnified Party Indemnitee shall send a Notice of Claim promptly after discovery of to the basis for such claim (i) if the Indemnified Party is a Parent Indemnitee, to Equityholder Representative or (ii) if the Indemnified Party is a Equityholder Indemnitee, to ParentIndemnitor. The Notice of Claim shall set forth the amount, if known, or, if not known, a reasonable an estimate of the foreseeable maximum amount of claimed Losses (which estimate shall include as much detail as is reasonably practicable under the circumstances, but which shall not be conclusive of the final amount of such Losses) and a reasonable description of the basis for such claim. The Indemnifying Party and Indemnified Party shall reasonably cooperate to determine the validity of the claim for indemnity and the Indemnifying Party shall Indemnitor will have sixty (60) 30 days from receipt of such Notice of Claim to dispute the claim. If the Indemnifying Indemnitor gives notice that it disputes such claim within 30 days from receipt of such Notice of Claim, the Indemnified Party and the Indemnitor Party shall then negotiate in good faith a resolution of any claims that the Indemnitor did not deem to have conceded in its notice of dispute for a period of thirty (30) days after such notice is provided by the Indemnitor. If the Indemnitor and the Indemnified Party are unable to resolve any such disputed claim(s) within such time period, the Indemnified Party may thereafter pursue any legal remedies available to the Indemnified Party against the Indemnitor with respect to the unresolved claim(s) in accordance with this Agreement. If the Indemnitor does not give notice to the Indemnified Party Indemnitee that it disputes such claim within sixty (60) calendar 30 days after its receipt of the Notice of Claim, the claim specified in such Notice of Claim will be conclusively deemed a Loss subject to indemnification hereunder. In the case of a disputed claim, the parties will seek to resolve such disputes by good faith negotiations and, if the validity of the claim is not resolved within sixty (60) days after the dispute notice is given, the Indemnified Party may seek arbitration of such claim. If the Indemnifying Party does provide a dispute notice within the sixty (60) day period, no payments shall be made as to such indemnification claims until final resolution is reached either by mutual written agreement between the parties or a final, binding and non-appealable decision by the arbitrator in accordance with Section 11.11.

Indemnification Procedures for Non-Third Party Claims. In The Indemnitee will notify the event Indemnitor in writing promptly of a claim its discovery of any matter that does not involve a Third Party Claim being asserted against itClaim, such notice to contain the Indemnified Party shall send a Notice of Claim promptly after discovery of information set forth in the basis for such claim (i) if the Indemnified Party is a Parent Indemnitee, to Equityholder Representative or (ii) if the Indemnified Party is a Equityholder Indemnitee, to Parentfollowing sentence. The Notice of Claim shall set forth (i) state that the amountIndemnitee has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement, if knownand (ii) specify in reasonable detail each individual item of Loss included in the amount so stated, orthe date such item was paid or properly accrued, if not known, a reasonable estimate of the foreseeable maximum amount of claimed Losses (which estimate shall include as much detail as is reasonably practicable under the circumstances, but which shall not be conclusive of the final amount of such Losses) and a reasonable description of the basis for such claim. The Indemnifying Party any anticipated liability and Indemnified Party shall reasonably cooperate to determine the validity nature of the misrepresentation, breach of warranty, breach of covenant or claim for indemnity to which each such item is related and the Indemnifying Party computation of the amount to which such Indemnitee claims to be entitled hereunder. Failure to give notice in accordance with the foregoing shall have sixty (60) days from receipt of not affect the Indemnitor’s obligations hereunder, except to the extent the Indemnitor is prejudiced by such Notice of Claim to dispute the claimfailure. If the Indemnifying Party Indemnitor does not give notice to notify the Indemnified Party Indemnitee that it disputes such claim within sixty thirty (6030) calendar days after its following receipt of the Notice of Claim, the claim specified in such Notice of Claim will therein shall be conclusively deemed a Loss liability of the Indemnitor hereunder (subject to indemnification hereunderthe Indemnity Cap and the other limitations set forth in Section 10.2(b), as applicable). In The Indemnitee will provide reasonable access to and copies of information, records and documents relating to the case of a disputed claimmatters described in this Section 10.5, provided, however, that if the Parties are in an adversarial relationship in litigation, the parties will seek to resolve such disputes by good faith negotiations andfurnishing of information, if the validity of the claim is not resolved within sixty (60) days after the dispute notice is given, the Indemnified Party may seek arbitration of such claim. If the Indemnifying Party does provide a dispute notice within the sixty (60) day period, no payments shall be made as to such indemnification claims until final resolution is reached either by mutual written agreement between the parties or a final, binding records and non-appealable decision by the arbitrator documents in accordance with Section 11.11any provision herein, shall be subject to applicable rules relating to discovery and to attorney-client privilege.

Indemnification Procedures for Non-Third Party Claims. In The Indemnitee will notify the event Indemnitor in writing with reasonable promptness of a its discovery of any claim against the Indemnitor under this Article XIV that does not involve a Third Party Claim being asserted against itClaim, such notice to contain the Indemnified Party information set forth in the following sentence. The failure by any Indemnitee so to notify the Indemnitor shall send a Notice of Claim promptly after discovery of not relieve the basis for Indemnitor from any liability that it may have to such claim (i) if Indemnitee under this Article XIV, except to the Indemnified Party is a Parent Indemnitee, to Equityholder Representative or (ii) if extent that the Indemnified Party is a Equityholder Indemnitee, to ParentIndemnitor demonstrates that it has been actually and materially prejudiced by such failure. The Notice of Claim shall set forth (i) state that the amountIndemnitee has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement, if knownand (ii) specify in reasonable detail each item of Loss included in the amount so stated, orthe date such item was paid or properly accrued, if not known, a reasonable estimate of the foreseeable maximum amount of claimed Losses (which estimate shall include as much detail as is reasonably practicable under the circumstances, but which shall not be conclusive of the final amount of such Losses) and a reasonable description of the basis for such claim. The Indemnifying Party any anticipated liability and Indemnified Party shall reasonably cooperate to determine the validity nature of the misrepresentation, breach of warranty, breach of covenant or claim for indemnity to which each such item is related and the Indemnifying Party shall have sixty (60) computation of the amount to which such Indemnitee claims to be entitled hereunder. In the event that the Indemnitor does not notify the Indemnitee that it disputes such claim within 30 days from receipt of such Notice of Claim to dispute the claim. If the Indemnifying Party does not give notice to the Indemnified Party that it disputes such claim within sixty (60) calendar days after its receipt of the Notice of Claim, the claim specified in such Notice of Claim will therein shall be conclusively deemed a Loss liability of the Indemnitor hereunder (subject to indemnification hereunder. In the ARA/AII Indemnity Cap, the GDC Indemnity Cap and the other limitations set forth in Sections 14.01 and 14.02, as applicable) and the Indemnitor shall pay the amount of such liability to the Indemnitee on demand or, in the case of a disputed claimany Notice of Claim in which the amount of the claim (or any portion thereof) is estimated, on such later date when the parties amount of such claim (or such portion thereof) becomes finally determined. The Indemnitee, at the Indemnitor’s sole expense, will seek to resolve such disputes by good faith negotiations and, if reasonably cooperate and assist the Indemnitor in determining the validity of any claim for indemnity by the claim is not resolved within sixty (60) days after the dispute notice is givenIndemnitee and in otherwise resolving such matters. Such assistance and cooperation will include providing reasonable access to pertinent personnel and to copies of information, the Indemnified Party may seek arbitration of such claim. If the Indemnifying Party does provide a dispute notice within the sixty (60) day period, no payments shall be made as records and documents relating to such indemnification claims until final resolution is reached either by mutual written agreement between the parties or a final, binding and non-appealable decision by the arbitrator in accordance with Section 11.11matters.

Indemnification Procedures for Non-Third Party Claims. In the event of a any Indemnified Party should have an indemnification claim against the Indemnifying Party under this Agreement that does not involve a Third Party Claim being asserted against itclaim by a third party, the Indemnified Party shall send a Notice promptly deliver notice of Claim promptly after discovery of the basis for such claim (i) if to the Indemnifying Party in writing and in reasonable detail. The failure by any Indemnified Party is a Parent Indemnitee, to Equityholder Representative or (ii) if the Indemnified Party is a Equityholder Indemnitee, to Parent. The Notice of Claim shall set forth the amount, if known, or, if not known, a reasonable estimate of the foreseeable maximum amount of claimed Losses (which estimate shall include as much detail as is reasonably practicable under the circumstances, but which shall not be conclusive of the final amount of such Losses) and a reasonable description of the basis for such claim. The Indemnifying Party and Indemnified Party shall reasonably cooperate to determine the validity of the claim for indemnity and so notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may have sixty (60) days from receipt of to such Notice of Claim Indemnified Party, except to dispute the claimextent that the Indemnifying Party has been actually prejudiced by such failure. If the Indemnifying Party does not give notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Indemnifying Party disputes such claim, such claim specified by the Indemnifying Party in such notice shall be conclusively deemed a liability of the Indemnifying Party under this Section 8 and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party that it disputes such claim within sixty (60) calendar days after its receipt of the Notice of Claimon demand, the claim specified or in such Notice of Claim will be conclusively deemed a Loss subject to indemnification hereunder. In the case of a disputed claim, any notice in which the parties will seek to resolve such disputes by good faith negotiations and, if the validity amount of the claim is not resolved within sixty (60) days after estimated, on such later date when the dispute notice is given, the Indemnified Party may seek arbitration amount of such claimclaim is finally determined. If the Indemnifying Party does provide disputes its liability with respect to such claim in a timely manner, Nipton and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute notice within the sixty (60) day periodand, no payments if not resolved through negotiations, such dispute shall be made as resolved pursuant to such indemnification claims until final resolution is reached either by mutual written agreement between the parties or a final, binding and non-appealable decision by the arbitrator in accordance with Section 11.1110.11.

Indemnification Procedures for Non-Third Party Claims. In the event of a any Indemnified Party should have an indemnification claim against the Indemnifying Party under this Agreement that does not involve a Third Party Claim being asserted against itclaim by a third party, the Indemnified Party shall send a Notice promptly deliver notice of Claim promptly after discovery of the basis for such claim (i) if to the Indemnifying Party in writing and in reasonable detail and shall cooperate with, answers questions and make available to the Indemnifying Party the information relied upon by the Indemnified Party is a Parent Indemnitee, to Equityholder Representative or (ii) if substantiate the Indemnified Party is a Equityholder Indemnitee, to Parent. The Notice of Claim shall set forth the amount, if known, or, if not known, a reasonable estimate of the foreseeable maximum amount of claimed Losses (which estimate shall include as much detail as is reasonably practicable under the circumstances, but which shall not be conclusive of the final amount of such Losses) and a reasonable description of the basis for such claim. The Indemnifying Party and failure by any Indemnified Party shall reasonably cooperate to determine the validity of the claim for indemnity and so notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may have sixty (60) days from receipt of to such Notice of Claim Indemnified Party, except to dispute the claimextent that Indemnifying Party have been actually prejudiced by such failure. If the Indemnifying Party does not give notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Indemnifying Party dispute such claim, such claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability of the Indemnifying Party under this Article X and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party that it disputes such claim within sixty (60) calendar days after its receipt of the Notice of Claimon demand, the claim specified or in such Notice of Claim will be conclusively deemed a Loss subject to indemnification hereunder. In the case of a disputed claim, any notice in which the parties will seek to resolve such disputes by good faith negotiations and, if the validity amount of the claim is not resolved within sixty (60) days after estimated, on such later date when the dispute notice is given, the Indemnified Party may seek arbitration amount of such claimclaim is finally determined. If the Indemnifying Party does provide disputes its liability with respect to such claim in a timely manner, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute notice within the sixty (60) day periodand, no payments if not resolved through negotiations, such dispute shall be made as submitted to such indemnification claims until final resolution is reached either by mutual written agreement between the parties or a final, binding and non-appealable decision by the arbitrator in accordance with Section 11.11court of law.

Indemnification Procedures for Non-Third Party Claims. In the event of a any Indemnified Party should have an indemnification claim against Seller under this Agreement that does not involve a Third Party Claim being asserted against itclaim by a third party, the Indemnified Party shall send a Notice promptly deliver notice of Claim promptly after discovery of the basis for such claim to Seller in writing and in reasonable detail. The failure by any Indemnified Party to so notify Seller shall not relieve Seller from any liability that it may have to such Indemnified Party, except to the extent that Seller has been actually prejudiced by such failure. If Seller does not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that Seller disputes such claim: (i) if such claim specified by Seller in such notice shall be conclusively deemed a liability of Seller under this Article VII and Seller shall pay the Indemnified Party is a Parent Indemnitee, to Equityholder Representative or (ii) if the Indemnified Party is a Equityholder Indemnitee, to Parent. The Notice of Claim shall set forth the amount, if known, or, if not known, a reasonable estimate of the foreseeable maximum amount of claimed Losses (which estimate shall include as much detail as is reasonably practicable under the circumstances, but which shall not be conclusive of the final amount of such Losses) and a reasonable description of the basis for such claim. The Indemnifying Party and Indemnified Party shall reasonably cooperate to determine the validity of the claim for indemnity and the Indemnifying Party shall have sixty (60) days from receipt of such Notice of Claim to dispute the claim. If the Indemnifying Party does not give notice liability to the Indemnified Party that it disputes such claim within sixty (60) calendar days after its receipt of the Notice of Claimon demand, the claim specified or in such Notice of Claim will be conclusively deemed a Loss subject to indemnification hereunder. In the case of a disputed claim, any notice in which the parties will seek to resolve such disputes by good faith negotiations and, if the validity amount of the claim is not resolved within sixty estimated, on such later date when the full amount of such claim is finally determined; and (60ii) days after in the dispute notice is givenevent Seller shall fail to pay the amount of such liability to the Indemnified Party in accordance with the immediately preceding clause (i) (the difference between the amount owed by Seller under this Article VII and the amount paid by Seller under this Article VII, being the "Shortfall"), the Indemnified Party shall have the right to set-off against its obligations to Seller under Section 5.12 hereof, an amount equal to the Shortfall; provided; however, such right of set-off shall be in addition to, and not in lieu of, any other rights or remedies which may seek arbitration be available to the Indemnified Party at law or in EQUITY. In the event the Indemnified Party elects to assert the foregoing set-off right, Seller shall execute any and all agreements or documents necessary or desirable to release the Company from its indemnity obligations under Section 5.12 hereof in an amount equal to the Shortfall and to become solely liable for payment of Credit Card Debt in an amount equal to such Shortfall. If Seller disputes its liability with respect to such claim in a timely manner, Seller and the Indemnified Party shall proceed in good faith to negotiate a resolution of such claim. If the Indemnifying Party does provide a dispute notice within the sixty (60) day periodand, no payments if not resolved through negotiations, such dispute shall be made as submitted to such indemnification claims until final resolution is reached either by mutual written agreement between the parties or a final, binding and non-appealable decision by the arbitrator in accordance with arbitration pursuant to Section 11.119.12.

Indemnification Procedures for Non-Third Party Claims. In The Indemnified Party shall deliver written notice to the event Indemnifying Party promptly upon its discovery of a claim any matter for which the Indemnifying Party may be liable to the Indemnified Party hereunder that does not involve a Third Party Claim being asserted against it(a “Non-Third Party Claim”), which written notice shall also (a) state in reasonable detail the facts and circumstances related to such Loss and the nature of the misrepresentation, breach of warranty or claim to which such Loss is related, (b) that the Indemnified Party has paid or properly accrued Losses or reasonably expects that it will incur liability for Losses for which such Indemnified Party is entitled to indemnification pursuant to this Agreement (and, to the extent known or reasonably calculable, the Indemnified Party shall send a Notice of Claim promptly after discovery of the basis for such claim (i) if the Indemnified Party is a Parent Indemnitee, to Equityholder Representative or (ii) if the Indemnified Party is a Equityholder Indemnitee, to Parent. The Notice of Claim shall set forth the amount, if known, or, if not known, a reasonable Party’s good faith estimate of the foreseeable maximum amount of claimed Losses (which estimate shall include as much detail as is reasonably practicable under the circumstances, but which shall not be conclusive of the final amount of such its Losses) and a reasonable description of (c) the basis for date such claimitem was paid or accrued. The Indemnifying Party and Indemnified Party shall reasonably cooperate to determine and assist the Indemnifying Party in determining the validity of the any claim for indemnity and the Indemnifying Party shall have sixty (60) days from receipt of such Notice of Claim to dispute the claim. If the Indemnifying Party does not give notice to by the Indemnified Party that it disputes and in otherwise resolving such matters. Such assistance and cooperation shall include retaining and providing the Representative and its representatives, upon reasonable advance notice and during regular business hours, with reasonable access to (y) all books, records and other documents (including work papers, memoranda, financial statements, Tax Returns, Tax schedules and work papers, Tax rulings, and other determinations, etc.) relating to or containing information relevant to such claim within sixty in their possession and (60z) calendar days after its receipt the Purchaser’s and the Company’s employees, accountants and other professional advisors (including making the Company’s chief financial officer, accountants and attorneys available to respond to reasonable written or oral inquiries of the Notice Representative and its representatives). The Representative shall act on behalf of Claim, the claim specified all Sellers as Indemnifying Parties in such Notice of Claim will be conclusively deemed a Loss subject to indemnification hereunder. In the case of all Non-Third Party Claims with respect to which a disputed claim, the parties will seek to resolve such disputes by good faith negotiations and, if the validity of the claim is not resolved within sixty (60) days after the dispute notice is given, the Purchaser Indemnified Party may seek arbitration of such claim. If the Indemnifying Party does provide a dispute notice within the sixty (60is seeking indemnification pursuant to Section 11.02(a) day period, no payments shall be made as to such indemnification claims until final resolution is reached either by mutual written agreement between the parties or a final, binding and non-appealable decision by the arbitrator in accordance with Section 11.1113.05(a).

Indemnification Procedures for Non-Third Party Claims. In the event of a claim by an Indemnitee on account of a Loss that does not involve a Third Third-Party Claim being asserted against itthe Indemnitee (a “Direct Claim”), the Indemnified Party Indemnitee shall send a Notice of Claim promptly of a Direct Claim to the Indemnitor reasonably promptly, but in any event not later than five (5) Business Days after discovery the Indemnitee becomes aware of the basis for such claim (i) if the Indemnified Party is a Parent Indemnitee, to Equityholder Representative or (ii) if the Indemnified Party is a Equityholder Indemnitee, to ParentDirect Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnitor of its indemnification obligations, except and only to the extent that the Indemnitor forfeits rights or defenses by reason of such failure. Such Notice of Claim by the Indemnitee shall set forth describe the Direct Claim in reasonable detail, shall include copies of all written evidence thereof and shall indicate the estimated amount, if knownreasonably practicable, or, if not known, a reasonable estimate of the foreseeable maximum amount of claimed Losses (which estimate shall include as much detail as is reasonably practicable under Loss that has been or may be sustained by the circumstances, but which shall not be conclusive of the final amount of such Losses) and a reasonable description of the basis for such claimIndemnitee. The Indemnifying Party and Indemnified Party shall reasonably cooperate to determine the validity of the claim for indemnity and the Indemnifying Party Indemnitor shall have sixty thirty (6030) days from after its receipt of such Notice of Claim to dispute respond in writing to such Direct Claim. The Indemnitee shall allow the claimIndemnitor and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnitee shall assist the Indemnitor’s investigation by giving such information and assistance (including access to the Indemnitee’s premises and Representatives and the right to examine and copy any accounts, documents or records) as the Indemnitor or any of its Representatives may reasonably request. If the Indemnifying Party Indemnitor does not give notice so respond within such thirty (30)-day period, the Indemnitor shall be deemed to have rejected such claim, in which case the Indemnitee shall be free to pursue such remedies as may be available to the Indemnified Party that it disputes such claim within sixty (60) calendar days after its receipt of Indemnitee on the Notice of Claim, the claim specified in such Notice of Claim will be conclusively deemed a Loss terms and subject to indemnification hereunder. In the case provisions of a disputed claim, the parties will seek to resolve such disputes by good faith negotiations and, if the validity of the claim is not resolved within sixty (60) days after the dispute notice is given, the Indemnified Party may seek arbitration of such claim. If the Indemnifying Party does provide a dispute notice within the sixty (60) day period, no payments shall be made as to such indemnification claims until final resolution is reached either by mutual written agreement between the parties or a final, binding and non-appealable decision by the arbitrator in accordance with Section 11.11this Agreement.

Indemnification Procedures for Non-Third Party Claims. In The Indemnified Party will notify the event Indemnifying Party in writing promptly of a claim its discovery of any matter subject to indemnification under this Article 6 that does not involve a Third Party Claim being asserted against itClaim, such notice to contain the Indemnified Party shall send a Notice of Claim promptly after discovery of information set forth in the basis for such claim (i) if the Indemnified Party is a Parent Indemnitee, to Equityholder Representative or (ii) if the Indemnified Party is a Equityholder Indemnitee, to Parentfollowing sentence. The Notice of Claim shall set forth (i) state that the amountIndemnified Party has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which such Indemnified Party is entitled to indemnification pursuant to this Agreement, if knownand (ii) specify in reasonable detail each individual item of Loss included in the amount so stated, orthe date such item was paid or properly accrued, if not known, a reasonable estimate of the foreseeable maximum amount of claimed Losses (which estimate shall include as much detail as is reasonably practicable under the circumstances, but which shall not be conclusive of the final amount of such Losses) and a reasonable description of the basis for any anticipated liability and, in the case of Buyer Indemnified Parties, the nature of the indemnified claim to which each such claim. The Indemnifying Party item is related and the computation of the amount to which such Indemnified Party shall reasonably cooperate claims to determine the validity of the claim for indemnity and the Indemnifying Party shall have sixty (60) days from receipt of such Notice of Claim to dispute the claimbe entitled hereunder. If the Indemnifying Party does not give notice acknowledge in writing its obligation to indemnify the Indemnified Party that it disputes with respect to such claim Losses within sixty (60) calendar 30 days after its receipt of the Notice of Claim, the claim specified in such Notice of Claim Indemnifying Party will be conclusively deemed a Loss subject to indemnification hereunder. In the case of a disputed have rejected such claim, in which event the parties Indemnified Party will seek be free to resolve pursue such disputes by remedies as may be available to it under this Agreement. The Indemnified Party will use commercially reasonable efforts to minimize Losses from such claims and will act in good faith negotiations and, if in responding to or otherwise dealing with such claims. The Indemnified Party will reasonably cooperate and assist the Indemnifying Party in determining the validity of the any claim is not resolved within sixty (60) days after the dispute notice is given, for indemnity by the Indemnified Party may seek arbitration and in otherwise resolving such matters. Such assistance and cooperation will include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such claim. If the Indemnifying Party does provide a dispute notice within the sixty (60) day period, no payments shall be made as matters and providing legal and business assistance with respect to such indemnification claims until final resolution is reached either by mutual written agreement between the parties or a final, binding and non-appealable decision by the arbitrator in accordance with Section 11.11matters.

Indemnification Procedures for Non-Third Party Claims. In The Indemnitee will deliver a Claim Notice to the event Indemnitor promptly upon its discovery of a claim any matter for which the Indemnitor may be liable to the Indemnitee hereunder that does not involve a Third Party Claim being asserted against it(a “Direct Claim”) provided that the failure to provide such prompt written notice shall not, however, relieve the Indemnified Party shall send Indemnitor of its indemnification obligations, except and only to the extent that the Indemnitor has been materially prejudiced by such failure. Such a Claim Notice will describe the Direct Claim in reasonable detail and indicate the estimated amount of Claim promptly after discovery of Losses (if estimable) that have been or may be sustained by the basis for such claim (i) if the Indemnified Party is a Parent Indemnitee, to Equityholder Representative or (ii) if the Indemnified Party is a Equityholder Indemnitee, to Parent. The Notice Indemnitor will have a period of Claim shall set forth the amount, if known, or, if not known, a reasonable estimate of the foreseeable maximum amount of claimed Losses thirty (which estimate shall include as much detail as is reasonably practicable under the circumstances, but which shall not be conclusive of the final amount of such Losses) and a reasonable description of the basis for such claim. The Indemnifying Party and Indemnified Party shall reasonably cooperate to determine the validity of the claim for indemnity and the Indemnifying Party shall have sixty (6030) days from receipt of within which to respond in writing to such Notice of Claim to dispute the claimDirect Claim. If the Indemnifying Party Indemnitor does not give notice to the Indemnified Party that it disputes so respond within such claim within sixty thirty (60) calendar days after its receipt of the Notice of Claim, the claim specified in such Notice of Claim will be conclusively deemed a Loss subject to indemnification hereunder. In the case of a disputed claim, the parties will seek to resolve such disputes by good faith negotiations and, if the validity of the claim is not resolved within sixty (60) days after the dispute notice is given, the Indemnified Party may seek arbitration of such claim. If the Indemnifying Party does provide a dispute notice within the sixty (6030) day period, no payments the Indemnitor will be deemed to have accepted such claim, in which event the Indemnitee shall be made free to pursue such remedies as may be available to such indemnification claims until final resolution the Indemnitee on the terms and subject to the provisions of this Agreement. If an objection is reached either by mutual written agreement between the parties or a final, binding and non-appealable decision timely interposed by the arbitrator Indemnitor, then the Indemnitee and the Indemnitor shall discuss such objection in accordance with Section 11.11good faith for a period of thirty (30) days from the date the Indemnitee receives such objection (such period, or such longer period as agreed in writing by the Parties, is hereinafter referred to as the “Discussion Period”), and all such discussions (unless otherwise agreed by the Indemnitee and the Indemnitor) shall be governed by applicable Law and shall be conducted on a strictly without prejudice basis. If the Direct Claim that is the subject of the Claim Notice has not been resolved prior to the expiration of the Discussion Period, the Indemnitor and the Indemnitee may submit the dispute for resolution to a court of competent jurisdiction and each will be free to pursue such remedies as may be available to them on the terms and subject to the provisions of this Agreement.

Indemnification Procedures for Non-Third Party Claims. In the event of a any Indemnified Party should have an indemnification claim against the Indemnifying Party under this Agreement that does not involve a Third Party Claim being asserted against itclaim by a third party, the Indemnified Party shall send a Notice promptly deliver notice of Claim promptly after discovery of the basis for such claim (i) if to the Indemnifying Party in writing and in reasonable detail and shall cooperate with, answers questions and make available to the Indemnifying Party the information relied upon by the Indemnified Party is a Parent Indemnitee, to Equityholder Representative or (ii) if substantiate the Indemnified Party is a Equityholder Indemnitee, to Parent. The Notice of Claim shall set forth the amount, if known, or, if not known, a reasonable estimate of the foreseeable maximum amount of claimed Losses (which estimate shall include as much detail as is reasonably practicable under the circumstances, but which shall not be conclusive of the final amount of such Losses) and a reasonable description of the basis for such claim. The Indemnifying Party and failure by any Indemnified Party shall reasonably cooperate to determine the validity of the claim for indemnity and so notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may have sixty (60) days from receipt of to such Notice of Claim Indemnified Party, except to dispute the claimextent that Indemnifying Party have been actually prejudiced by such failure. If the Indemnifying Party does not give notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Indemnifying Party dispute such claim, such claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability of the Indemnifying Party under this Article IX and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party that it disputes such claim within sixty (60) calendar days after its receipt of the Notice of Claimon demand, the claim specified or in such Notice of Claim will be conclusively deemed a Loss subject to indemnification hereunder. In the case of a disputed claim, any notice in which the parties will seek to resolve such disputes by good faith negotiations and, if the validity amount of the claim is not resolved within sixty (60) days after estimated, on such later date when the dispute notice is given, the Indemnified Party may seek arbitration amount of such claimclaim is finally determined. If the Indemnifying Party does provide disputes its liability with respect to such claim in a timely manner, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute notice within the sixty (60) day periodand, no payments if not resolved through negotiations, such dispute shall be made as submitted to such indemnification claims until final resolution is reached either by mutual written agreement between the parties or a final, binding and non-appealable decision by the arbitrator in accordance with Section 11.11court of law.

Indemnification Procedures for Non-Third Party Claims. (a) In the event of a claim that does not involve a Third Third-Party Claim being asserted against him, her or it, the Indemnified Party Indemnitee shall send a Notice of Claim promptly after discovery of to the basis for such claim (i) if the Indemnified Party is a Parent Indemnitee, to Equityholder Representative or (ii) if the Indemnified Party is a Equityholder Indemnitee, to ParentIndemnitor. The Notice of Claim shall set forth the amount, if known, or, if not known, a reasonable good faith estimate of the foreseeable maximum amount of claimed Losses (which estimate shall include as much detail as is reasonably practicable under the circumstances, but which shall not be conclusive of the final amount of such Losses) and a description in reasonable description detail of the basis for such claim. The Indemnifying Party and Indemnified Party shall reasonably cooperate to determine the validity of the claim for indemnity and the Indemnifying Party shall Indemnitor will have sixty (60) 30 days from receipt of such Notice of Claim to dispute the claim and will reasonably cooperate and assist the Indemnitee in determining the validity of the claim for indemnification. During such 30-day period, the Indemnitee shall allow the Indemnitor and its professional advisors to investigate the matter or circumstance alleged to give rise to the claim, and whether and to what extent any amount is payable in respect of the claim and the Indemnitee shall provide such information, documentation and access to its senior level employees with respect thereto, as the Indemnitor or any of its professional advisors may reasonably request. If the Indemnifying Party Indemnitor does not give written notice to the Indemnified Party Indemnitee that it disputes such claim within sixty (60) calendar 30 days after its receipt of the Notice of Claim, the claim specified in such Notice of Claim will be conclusively deemed a Loss subject to indemnification hereunder (and the limits set forth herein). Notwithstanding the foregoing, Sellers’ Representative shall act on behalf of the Sellers for the purposes of this Section 12.06 and any actions taken (or not taken) by Sellers’ Representative on behalf of any Seller(s) shall be binding on such Seller(s) as an Indemnitor or Indemnitee, as the case may be, hereunder. In the case All notices to any Seller under this Section 12.06 may be provided by Buyer to Sellers’ Representative in lieu of a disputed claim, the parties will seek providing such notice to resolve such disputes by good faith negotiations and, if the validity of the claim is not resolved within sixty (60) days after the dispute notice is given, the Indemnified Party may seek arbitration of such claim. If the Indemnifying Party does provide a dispute notice within the sixty (60) day period, no payments shall be made as to such indemnification claims until final resolution is reached either by mutual written agreement between the parties or a final, binding and non-appealable decision by the arbitrator in accordance with Section 11.11any specific Seller.