Common use of Method of Asserting Claims, Etc Clause in Contracts

Method of Asserting Claims, Etc. (i) In the event that any claim or demand for which any Seller would be liable to Buyer hereunder is asserted against or sought to be collected from Buyer by a third party, Buyer shall promptly notify such Seller, Principal Officer or Owner of such claim or demand, specifying the nature of such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim and demand) (the "Claim Notice"). Such Seller, Principal Officer or Owner shall have thirty (30) business days from the personal delivery or mailing of the Claim Notice (the "Notice Period") to notify Buyer, (A) whether or not it disputes its liability to Buyer hereunder with respect to such claim or demand and (B) notwithstanding any such dispute, whether or not it desires, at its sole cost and expense, to defend Buyer against such claim or demand; provided, however, if during the Notice Period, Buyer is required to act in order to preserve its rights and protect its assets, such Seller, Principal Officer or Owner shall pay all reasonable costs and expenses incurred by Buyer in connection with such action. (ii) If any Seller, Principal Officer or Owner disputes its liability with respect to such claim or demand or the amount thereof (whether or not a Seller, Principal Officer or Owner desires to defend Buyer against such claim or demand as provided in paragraphs (iii) and (iv) below), such dispute shall be resolved in accordance with Section 8(e) hereof. Pending the resolution of any dispute by any Seller, Principal Officer or Owner of its liability with respect to any claim or demand, such claim or demand shall not be settled without the prior written consent of Buyer which consent shall not be unreasonably withheld. (iii) In the event that a Seller, Principal Officer or Owner notifies Buyer within the Notice Period that it desires to defend Buyer against such claim or demand then, except as hereinafter provided, such Seller, Principal Officer or Owner shall have the right to defend Buyer by appropriate proceedings, which proceedings shall be promptly settled or prosecuted by them to a final conclusion in such a manner as to avoid any risk of Buyer becoming subject to liability for any other matter; provided, however, such Seller, Principal Officer or Owner shall not, without the prior written consent of Buyer, consent to the entry of any judgment against Buyer or enter into any settlement or compromise which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to Buyer of a release in form and substance satisfactory to Buyer from all liability in respect of such claim or litigation. If Buyer desires to participate in, but not control, any such defense or settlement, it may do so, at its sole cost and expense. If, in the reasonable opinion of Buyer, any such claim or demand or the litigation or resolution of any such claim or demand involves an issue or matter which could have a material adverse effect on the business, operations, assets, properties or prospects of Buyer, including without limitation, the administration of the tax returns and responsibilities under the tax laws of any Buyer, then Buyer shall have the right to jointly conduct or direct, through counsel, the defense or settlement of any such claim or demand and its reasonable costs and expenses shall be included as part of the indemnification obligation of such Seller, Principal Officer or Owner hereunder; provided, however, that Buyer shall not settle any such claim or demand without the prior written consent of such Seller, Principal Officer or Owner which consent shall not be unreasonably withheld. If Buyer should elect to exercise such right, such Seller, Principal Officer or Owner shall have the right to participate in, but not control, the defense or settlement of such claim or demand, at its sole cost and expense. (A) If any Seller, Principal Officer or Owner elects not to defend Buyer against such claim or demand, whether by not giving Buyer timely notice as provided above or otherwise, then the amount of any such claim or demand or if the same be defended by such Seller, Principal Officer or Owner or by Buyer (but Buyer shall not have any obligation to defend any such claim or demand), then that portion thereof as to which such defense is unsuccessful, in each case shall be conclusively deemed to be a liability of such Seller, Principal Officer or Owner hereunder, unless such Seller, Principal Officer or Owner shall have disputed its liability to Buyer hereunder, as provided in (i) above, in which event such dispute shall be resolved as provided in Section 8(e) hereof. (B) In the event Buyer should have a claim against a Seller, Principal Officer or Owner hereunder that does not involve a claim or demand being asserted against or sought to be collected from it by a third party, Buyer shall promptly send a Claim Notice with respect to such claim to Seller, Principal Officer or Owner. If such Seller, Principal Officer or Owner disputes its liability with respect to such claim or demand, such dispute shall be resolved in accordance with Section 8(e) hereof. If such Seller, Principal Officer or Owner does not notify Buyer within the Notice Period that it disputes such claim, the amount of such claim shall be conclusively deemed a liability of such Seller, Principal Officer or Owner hereunder. (v) Any claims for indemnification by any Seller, Principal Officer or Owner under this Agreement shall be asserted and resolved under the procedures set forth above substituting in the appropriate place "Seller," "Principal Officer" or "Owner" for "Buyer" and variations thereof.

Method of Asserting Claims, Etc. (i) All claims for indemnification by the Seller against the Buyer under this Article shall be asserted and resolved as follows: 1. In the event that any claim or demand for which any Seller the Buyer would be liable to Buyer the Seller hereunder is asserted against or sought to be collected from Buyer the Seller by a third party, Buyer the Seller shall promptly notify such Seller, Principal Officer or Owner the Buyer of such claim or demand, specifying the nature of such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim and demand) (the "Claim Notice"). Such Seller, Principal Officer or Owner The Buyer shall have thirty (30) business days from the personal delivery or mailing receipt of the Claim Notice (the "Notice Period") to notify Buyer, the Seller (Ai) whether or not it disputes its the liability of the Buyer to Buyer the Seller hereunder in whole or in part with respect to such claim or demand and (Bii) notwithstanding any such dispute, whether or not it desires, at its the sole cost and expenseexpense of the Buyer, to defend Buyer Seller against such claim or demand; provided, however, if during the Notice Period, Buyer is required to act in order to preserve its rights and protect its assets, such Seller, Principal Officer or Owner shall pay all reasonable costs and expenses incurred by Buyer in connection with such action. (ii) If any Seller, Principal Officer or Owner disputes its liability with respect to such claim or demand or the amount thereof (whether or not a Seller, Principal Officer or Owner desires to defend Buyer against such claim or demand as provided in paragraphs (iii) and (iv) below), such dispute shall be resolved in accordance with Section 8(e) hereof. Pending the resolution of any dispute by any Seller, Principal Officer or Owner of its liability with respect to any claim or demand, such claim or demand shall not be settled without the prior written consent of Buyer which consent shall not be unreasonably withheld. (iii) In the event that a Seller, Principal Officer or Owner the Buyer notifies Buyer the Seller within the Notice Period that it desires to defend Buyer the Seller against such claim or demand then, and except as hereinafter provided, such Seller, Principal Officer or Owner the Buyer shall have the absolute right to defend Buyer by appropriate proceedings, which proceedings shall be promptly settled or prosecuted by them it to a final conclusion in such a manner as to avoid any risk of Buyer becoming subject to liability for any other matter; provided, however, such Seller, Principal Officer or Owner shall not, without the prior written consent of Buyer, consent to the entry of any judgment against Buyer or enter into any settlement or compromise which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to Buyer of a release in form and substance satisfactory to Buyer from all liability in respect of such claim or litigationconclusion. If Buyer the Seller desires to participate in, but not control, any such defense or settlement, it may do so, so at its sole cost and expense. If, in If the reasonable opinion of Buyer, any such claim or demand or the litigation or resolution of any such claim or demand involves an issue or matter which could have a material adverse effect on the business, operations, assets, properties or prospects of Buyer, including without limitation, the administration of the tax returns and responsibilities under the tax laws of any Buyer, then Buyer shall have the right to jointly conduct or direct, through counsel, the defense or settlement of any such claim or demand and its reasonable costs and expenses shall be included as part of the indemnification obligation of such Seller, Principal Officer or Owner hereunder; provided, however, that Buyer shall not settle any such claim or demand without the prior written consent of such Seller, Principal Officer or Owner which consent shall not be unreasonably withheld. If Buyer should elect to exercise such right, such Seller, Principal Officer or Owner shall have the right to participate in, but not control, the defense or settlement of such claim or demand, at its sole cost and expense. (A) If any Seller, Principal Officer or Owner elects not to defend Buyer the Seller against such claim or demand, whether by not giving Buyer timely notice as provided above or otherwise, then the amount of any such claim or demand, or, if such claim or demand or if is contested by the same be defended by such Seller, Principal Officer or Owner Buyer or by Buyer the Seller (but Buyer the Seller shall not have any no obligation to defend contest any such claim or demand), then that portion thereof as to which a court of competent jurisdiction has finally determined that such defense is unsuccessful, in each case shall be conclusively deemed to be a liability of such Seller, Principal Officer or Owner hereunder, unless such Seller, Principal Officer or Owner shall have disputed its liability to the Buyer hereunder, as provided in (i) above, in which event such dispute shall be resolved as provided in Section 8(e) hereof. (B) 2. In the event Buyer the Seller should have a claim against a Seller, Principal Officer or Owner the Buyer hereunder that does not involve a claim or demand being asserted against or sought to be collected from it the Seller by a third party, Buyer the Seller shall promptly send a Claim Notice with respect to such claim to Seller, Principal Officer or Ownerthe Buyer. If such Seller, Principal Officer or Owner disputes its liability with respect to such claim or demand, such dispute shall be resolved in accordance with Section 8(e) hereof. If such Seller, Principal Officer or Owner the Buyer does not notify Buyer the Seller within the Notice Period that it disputes such claim, the amount of such claim shall be conclusively deemed a liability of such Seller, Principal Officer or Owner the Buyer hereunder. (v) Any claims for indemnification by any Seller, Principal Officer or Owner under this Agreement 3. Nothing herein shall be asserted deemed to prevent the Seller from making a claim hereunder for potential or contingent claims or demands provided the Claim Notice sets forth the specific basis for any such potential or consequent claim or demand to the extent then feasible and resolved under the procedures set forth above substituting in the appropriate place "Seller," "Principal Officer" Seller has reasonable grounds to believe that such a claim or "Owner" for "Buyer" and variations thereofdemand may be made. XIV.

Method of Asserting Claims, Etc. (ia) In the event that any claim or demand for which any the Seller would be liable to the Buyer hereunder is asserted against or sought to be collected from the Buyer by a third party, or the Buyer has a claim against the Seller hereunder that does not involve a claim or demand being asserted or sought to be collected from a third party, the Buyer shall promptly notify such Seller, Principal Officer or Owner the Seller of such claim or demanddemand within ten (10) days of receiving notice of, or discovery of facts related to, such claim (but the failure to so notify within such time shall not relieve the Seller from any liability it may have under this Article 5 except to the extent it has been prejudiced in any material respect by such failure), specifying the nature of such claim or demand and the amount or the estimated amount thereof to the extent then feasible (feasible, which estimate shall not be conclusive of the final amount of such claim and demand) demand (the "Claim Notice"). Such Seller, Principal Officer or Owner The Seller shall have thirty (30) business days from the personal delivery or mailing of the Claim Notice (the "Notice Period") to notify Buyer, (A) whether or not it disputes its liability to Buyer hereunder with respect to such claim or demand and (B) notwithstanding any such dispute, whether or not it desiresthereupon, at its sole cost and expense, to defend Buyer against such claim or demand; provided, however, if during the Notice Period, Buyer is required to act in order to preserve its rights and protect its assets, such Seller, Principal Officer or Owner shall pay all reasonable costs and expenses incurred by Buyer in connection with such action. (ii) If any Seller, Principal Officer or Owner disputes its liability with respect to such claim or demand or the amount thereof (whether or not a Seller, Principal Officer or Owner desires to defend Buyer against such claim or demand as provided in paragraphs (iii) and (iv) below), such dispute shall be resolved in accordance with Section 8(e) hereof. Pending counsel reasonably satisfactory to the resolution of any dispute by any Seller, Principal Officer or Owner of its liability with respect to any claim or demand, such claim or demand shall not be settled without the prior written consent of Buyer which consent shall not be unreasonably withheldBuyer. (iiib) In the event that a Seller, Principal Officer or Owner notifies Buyer within the Notice Period that it desires to defend Buyer against such claim or demand then, except as hereinafter provided, such Seller, Principal Officer or Owner shall have the right to defend Buyer by appropriate proceedings, which proceedings shall be promptly settled or prosecuted by them to a final conclusion in such a manner as to avoid any risk of Buyer becoming subject to liability for any other matter; provided, however, such Seller, Principal Officer or Owner The Seller shall not, without the prior written consent of the Buyer, consent to the entry of any judgment against the Buyer or enter into any settlement or compromise which does not include, as an unconditional term thereofthereof (i.e., there being no requirement that the Buyer pay any amount of money or give any other consideration), the giving by the claimant or plaintiff to the Buyer of a release release, in form and substance reasonably satisfactory to Buyer the Buyer, from all liability in respect of such claim or litigation. If the Buyer desires to participate in, but not control, any such defense or settlement, it may do so, so at its sole cost and expense. If, in the reasonable opinion of the Buyer, any such claim or demand or the litigation or resolution of any such claim or demand involves an issue or matter which could have a material materially adverse effect on the business, operations, assets, properties or prospects of Buyer, including without limitation, the administration of the tax returns and responsibilities under the tax laws of any Buyer, then the Buyer shall have the right to jointly conduct or direct, through counsel, control the defense or settlement of any such claim or demand and its reasonable costs and expenses shall be included as part of the indemnification obligation of such Seller, Principal Officer or Owner the Seller hereunder; provided, however, that the Buyer shall not not, settle any such claim or demand without the prior written consent of such the Seller, Principal Officer or Owner which consent shall not be unreasonably withheldwithheld or delayed. If the Buyer should elect to exercise such right, such Seller, Principal Officer or Owner the Seller shall have the right to participate in, but not control, the defense or settlement of such claim or demand, demand at its sole cost and expense. (Ac) If any Seller, Principal Officer or Owner elects not to defend Buyer against such claim or demand, whether by not giving Buyer timely notice as provided above or otherwise, then the amount of any such claim or demand or if the same be defended by such Seller, Principal Officer or Owner or by Buyer (but Buyer shall not have any obligation to defend any such claim or demand), then that portion thereof as to which such defense is unsuccessful, in each case shall be conclusively deemed to be a liability of such Seller, Principal Officer or Owner hereunder, unless such Seller, Principal Officer or Owner shall have disputed its liability to Buyer hereunder, as provided in (i) above, in which event such dispute shall be resolved as provided in Section 8(e) hereof. (B) In the event Buyer should have a claim against a Seller, Principal Officer or Owner hereunder that does not involve a claim or demand being asserted against or sought to be collected from it by a third party, Buyer shall promptly send a Claim Notice with respect to such claim to Seller, Principal Officer or Owner. If such Seller, Principal Officer or Owner disputes its liability with respect to such claim or demand, such dispute shall be resolved in accordance with Section 8(e) hereof. If such Seller, Principal Officer or Owner does not notify Buyer within the Notice Period that it disputes such claim, the amount of such claim shall be conclusively deemed a liability of such Seller, Principal Officer or Owner hereunder. (v) Any All claims for indemnification by any Seller, Principal Officer or Owner the Seller and/or the Parent Company under this Agreement shall be asserted and resolved under the procedures set forth above hereinabove by substituting in the appropriate place place, the "Seller," and the "Principal Officer" or "OwnerParent Company" for the "Buyer" or the "Buyer" for the "Seller" and variations thereofthe "Parent Company", as the case may be.

Method of Asserting Claims, Etc. (i) All claims for adjustment of the Aggregate Purchase Price under this Section shall be asserted and resolved as follows: 1. In the event that any claim or demand for which any Seller would be liable to Buyer potentially constituting a Loss hereunder is asserted against or sought to be collected from the Buyer or any of the Companies by a third party&&d party (hereinafter a "Third Party Claim"), the Buyer shall in writing promptly notify such Seller, Principal Officer or Owner the Seller of such claim or demand, specifying the nature of such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim and demand) (the "Claim Notice"). Such Seller, Principal Officer or Owner The Seller shall have thirty (30")O) business days from the personal delivery or mailing receipt of the Claim Notice (the "Notice Period") to notify Buyer, the Buyer (Ai) whether or not it disputes its liability to Buyer hereunder with respect to such claim that any or all of the Third Party Claim or demand would result in an adjustment to the Aggregate Purchase Price and (Bii) notwithstanding any such dispute, whether or not it desires, at its the sole cost and expenseexpense of the Seller, to defend the Buyer against such claim or demand; provided, however, if during the Notice Period, Buyer is required to act in order to preserve its rights and protect its assets, such Seller, Principal Officer or Owner shall pay all reasonable costs and expenses incurred by Buyer in connection with such action. (ii) If any Seller, Principal Officer or Owner disputes its liability with respect to such claim or demand or the amount thereof (whether or not a Seller, Principal Officer or Owner desires to defend Buyer against such claim or demand as provided in paragraphs (iii) and (iv) below), such dispute shall be resolved in accordance with Section 8(e) hereof. Pending the resolution of any dispute by any Seller, Principal Officer or Owner of its liability with respect to any claim or demand, such claim or demand shall not be settled without the prior written consent of Buyer which consent shall not be unreasonably withheld. (iii) In the event that a Seller, Principal Officer or Owner the Seller notifies the Buyer within the Notice Period that it desires to defend the Buyer against such claim or demand then, and except as hereinafter provided, such Seller, Principal Officer or Owner Seller shall have the absolute right to defend Buyer by appropriate proceedings, which proceedings shall be promptly settled or prosecuted by them it to a final conclusion in such a manner as to avoid any risk of Buyer becoming subject to liability for any other matter; provided, however, such Seller, Principal Officer or Owner shall not, without the prior written consent of Buyer, consent to the entry of any judgment against Buyer or enter into any settlement or compromise which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to Buyer of a release in form and substance satisfactory to Buyer from all liability in respect of such claim or litigationconclusion. If the Buyer desires to participate in, but not control, any such defense or settlement, it may do so, so at its sole cost and expense. If, in If the reasonable opinion of Buyer, Seller has not notified the Buyer that it disputes that all or any such claim or demand or the litigation or resolution of any such claim or demand involves an issue or matter which could have a material adverse effect on the business, operations, assets, properties or prospects of Buyer, including without limitation, the administration of the tax returns and responsibilities under the tax laws of any Buyer, then Buyer shall have the right to jointly conduct or direct, through counsel, the defense or settlement of any such claim or demand and its reasonable costs and expenses shall be included as part of the indemnification obligation of such Seller, Principal Officer or Owner hereunder; provided, however, that Buyer shall not settle any such claim Third Party Claim or demand without would result in an adjustment to the prior written consent of such SellerAggregate Purchase Price, Principal Officer or Owner which consent shall not be unreasonably withheld. If Buyer should elect to exercise such right, such Seller, Principal Officer or Owner shall have then (a) if the right to participate in, but not control, the defense or settlement of such claim or demand, at its sole cost and expense. (A) If any Seller, Principal Officer or Owner Seller elects not to defend the Buyer against such claim or demand, whether by not giving Buyer timely notice as provided above or otherwise, then the amount of any such claim or demand, or, (b) if such claim or demand or if be contested by the same be defended by such Seller, Principal Officer or Owner Seller or by the Buyer (but the Buyer shall not have any no obligation to defend contest any such claim or demand), then that portion thereof as to which a court of competent jurisdiction has finally determined, from which no appeal has been taken, that such defense is unsuccessful, in each case shall be conclusively a Loss hereunder and the Aggregate Purchase Price shall be adjusted accordingly; provided, however, that nothing hereunder shall be deemed to be a liability of such Seller, Principal Officer impair or Owner hereunder, unless such Seller, Principal Officer restrict any right or Owner shall have disputed its liability remedy available to Buyer hereunder, as provided in (i) above, in which event such dispute shall be resolved as provided in Section 8(e) hereof. (B) In the event Buyer should have to claim for a claim against a Seller, Principal Officer or Owner hereunder that does not involve a claim or demand being asserted against or sought to be collected from it by a third party, Buyer shall promptly send a Claim Notice Purchase Price adjustment with respect to such claim disputed Third Party Claim or demand or any portion thereof, including the right to Seller, Principal Officer or Owner. If such Seller, Principal Officer or Owner disputes its liability with respect to such claim or demand, such dispute shall be resolved in accordance with Section 8(e) hereof. If such Seller, Principal Officer or Owner does not notify Buyer within assert that the Notice Period that it disputes such claim, the amount of such claim shall be conclusively deemed same is a liability of such Seller, Principal Officer or Owner Loss hereunder. (v) Any claims for indemnification by any Seller, Principal Officer or Owner under this Agreement shall be asserted and resolved under the procedures set forth above substituting in the appropriate place "Seller," "Principal Officer" or "Owner" for "Buyer" and variations thereof.

Method of Asserting Claims, Etc. (i) In the event that any claim or demand for which any Seller would be liable to the Buyer hereunder Group is asserted against or sought to be collected from the Buyer Group by a third party, the Buyer Group shall promptly Promptly notify such Seller, Principal Officer or Owner Seller of such claim or demand, specifying the nature of such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim and demand) (the "Claim Notice"). Such Seller, Principal Officer or Owner Seller shall have thirty (30) business twenty days from the personal delivery or mailing of the Claim Notice (the "Notice Period") to notify Buyerthe Buyer Group, (A) whether or not it Seller disputes its liability to the Buyer hereunder Group with respect to such claim or demand and (B) notwithstanding any such dispute, whether or not it desires, at its sole cost and expense, to defend the Buyer Group against such claim or demand; provided, however, if during the Notice Period, Buyer is required to act in order to preserve its rights and protect its assets, such Seller, Principal Officer or Owner shall pay all reasonable costs and expenses incurred by Buyer in connection with such action. (ii) If any Seller, Principal Officer or Owner disputes its liability with respect to such claim or demand or the amount thereof (whether or not a Seller, Principal Officer or Owner desires to defend Buyer against such claim or demand as provided in paragraphs (iii) and (iv) below), such dispute shall be resolved in accordance with Section 8(e) hereof. Pending the resolution of any dispute by any Seller, Principal Officer or Owner of its liability with respect to any claim or demand, such claim or demand shall not be settled without the prior written consent of Buyer which consent shall not be unreasonably withheld. (iiia) In the event that a Seller, Principal Officer or Owner Seller notifies the Buyer Group within the Notice Period that it desires to defend the Buyer Group against such claim or demand then, except as hereinafter provided, such Seller, Principal Officer or Owner Seller shall have the right to defend the Buyer Group by appropriate proceedings, in which proceedings Seller shall be promptly settled use its reasonable best efforts to settle or prosecuted prosecute by them to a final conclusion in such a manner as to avoid any risk risk, to the extent reasonably possible, of the Buyer Group becoming subject to liability for any other matter; provided, however, such Seller, Principal Officer or Owner Seller shall not, without the prior written consent of the Buyer, consent to the entry of any judgment against the Buyer Group or enter into any settlement or compromise which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Buyer Group of a release release, in form and substance reasonably satisfactory to Buyer the Buyer, as the case may be, from all liability in respect of such claim or litigation. If any of the Buyer Group desires to participate in, but not control, any such defense or settlement, it may do so, so at its sole cost and expense. If, in the reasonable opinion of the Buyer, any such claim or demand or the litigation or resolution of any such claim or demand involves an issue or matter which could have a material materially adverse effect on the business, operations, assets, assets or properties or prospects of Buyer, including without limitation, the administration of the tax returns and responsibilities under the tax laws of any BuyerBuyer Group, then the Buyer Group shall have the right to jointly conduct or direct, through counsel, control the defense or settlement of any such claim or demand and its reasonable costs and expenses shall be included as part of the indemnification obligation of such Seller, Principal Officer or Owner Seller hereunder; provided, however, that the Buyer Group shall not settle any such claim or demand without the prior written consent of such Seller, Principal Officer or Owner Seller which consent shall not be unreasonably withheld. If the Buyer Group should elect to exercise such right, such Seller, Principal Officer or Owner Seller shall have the right to participate in, but not control, the defense or settlement of such claim or demand, demand at its sole cost and expense. (Ab) If any Seller, Principal Officer or Owner Seller elects not to defend the Buyer Group against such claim or demand, whether by not giving Buyer timely notice as provided above or otherwise, then the amount of any such claim or demand demand, or if the same be defended by such Seller, Principal Officer or Owner Seller or by the Buyer Group (but none of the Buyer Group shall not have any obligation to defend any such claim or demand), then that portion thereof as to which such defense is unsuccessful, in each case shall be conclusively deemed to be a liability of such Seller, Principal Officer or Owner Seller hereunder, unless such Seller, Principal Officer or Owner Seller shall have disputed its liability to the Buyer Group hereunder, as provided in (i) above, in which event such dispute shall be resolved as provided in Section 8(e) hereof. (Bc) In the event the Buyer Group should have a claim against a Seller, Principal Officer or Owner Seller hereunder that does not involve a claim or demand being asserted against or sought to be collected from it by a third partyParty, Buyer shall promptly Promptly send a Claim Notice with respect to such claim to Seller, Principal Officer or Owner; provided that the failure to provide such Claim Notice will not affect the indemnification obligations of Seller unless Seller is prejudiced thereby. If such Seller, Principal Officer or Owner disputes its liability with respect to such claim or demand, such dispute shall be resolved in accordance with Section 8(e) hereof. If such Seller, Principal Officer or Owner Seller does not notify the Buyer within the Notice Period that it disputes such claim, the amount of such claim shall be conclusively deemed a liability of such Seller, Principal Officer or Owner Seller hereunder. (vd) Any All claims for indemnification by any Seller, Principal Officer or Owner Seller Group under this Agreement shall be asserted and resolved under the procedures set forth above substituting in the appropriate place "Seller," "Principal Officer" or "OwnerSeller Group" for "Buyer Group" and "Buyer" and variations thereoffor "Seller".