Common use of Non-Third Party Claims Clause in Contracts

Non-Third Party Claims. In the event any Indemnified Party should have a claim under Section 7.1 against any Indemnifying Party that does not involve a Third-Party Claim, the Indemnified Party shall deliver an Indemnity Notice with reasonable promptness to the Indemnifying Party. The failure or delay by any Indemnified Party to give the Indemnity Notice shall not impair such party’s rights hereunder except to the extent that the Indemnifying Party is actually prejudiced by such failure or delay. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described in such Indemnity Notice within the Dispute Period, the Loss indemnified in the Indemnity Notice will be conclusively deemed a Liability of the Indemnified Party under Section 7.1 and the Indemnifying Party shall pay the amount of such Loss to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability with respect to such claim or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim described in such Indemnity Notice, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations within the Resolution Period, such dispute shall be resolved by litigation in a court of competent jurisdiction.

Non-Third Party Claims. In the event any Indemnified Party should have a claim under Section 7.1 against any Indemnifying Party that does not involve a Third-Party Claim, the Indemnified Party shall deliver an Indemnity Notice with reasonable promptness to the Indemnifying Party. The failure or delay by any Indemnified Party to give the Indemnity Notice shall not impair such party’s 's rights hereunder except to the extent that the Indemnifying Party is actually prejudiced by such failure or delay. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described in such Indemnity Notice within the Dispute Period, the Loss indemnified in the Indemnity Notice will be conclusively deemed a Liability of the Indemnified Party under Section 7.1 and the Indemnifying Party shall pay the amount of such Loss to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability with respect to such claim or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim described in such Indemnity Notice, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations within the Resolution Period, such dispute shall be resolved by litigation in a court of competent jurisdiction.

Non-Third Party Claims. In the event With respect to any Indemnified Party should have a claim under Section 7.1 against any Indemnifying Party that for indemnification hereunder which does not involve a Third-Party Claimthird party claim, the Indemnified Party shall deliver an Indemnity Notice with reasonable promptness to the Indemnifying Party. The failure or delay by any Indemnified Party to will give the Indemnity Notice shall not impair such party’s rights hereunder except to the extent that the Indemnifying Party is actually prejudiced written notice of such claim. The Indemnifying Party may acknowledge and agree by notice to the Indemnified Party in writing to satisfy such failure or delayclaim within 20 days of receipt of notice of such claim from the Indemnified Party. If the Indemnifying Party notifies shall dispute such claim, the Indemnifying Party shall provide written notice of such dispute to the Indemnified Party that it does not dispute within such 20-day period, setting forth in reasonable detail the claim described in basis of such Indemnity Notice within the Dispute Perioddispute. Upon receipt of notice of any such dispute, the Loss indemnified in the Indemnity Notice will be conclusively deemed a Liability of the Indemnified Party under Section 7.1 and the Indemnifying Party shall pay use commercially reasonable efforts to resolve such dispute within 30 days of the amount date such notice of such Loss to the Indemnified Party on demanddispute is received. If the Indemnifying Party has timely disputed its liability with respect shall fail to such claim or fails provide written notice to notify the Indemnified Party within 20 days of receipt of notice from the Dispute Period whether Indemnified Party that the Indemnifying Party either acknowledges and agrees to pay such claim or disputes such claim, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay such claim described in full and to have waived any right to dispute such Indemnity Noticeclaim. Once (a) the Indemnifying Party has acknowledged and agreed to pay any claim pursuant to this Section 9.3, (b) any dispute under this Section 9.3 has been resolved in favor of indemnification by mutual agreement of the Indemnifying Party and the Indemnified Party will proceed Party, or (c) any dispute under this Section 9.3 has been finally resolved in good faith to negotiate a resolution favor of such dispute and, if not resolved through negotiations within the Resolution Period, such dispute shall be resolved indemnification by litigation in order of a court of competent jurisdictionjurisdiction or other tribunal having jurisdiction over such dispute, then the Indemnifying Party within 20 days of the date of acknowledgement by the Indemnifying Party or final resolution in favor of indemnification, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Party.

Non-Third Party Claims. In the event With respect to any Indemnified Party should have a claim under Section 7.1 against any Indemnifying Party that for indemnification hereunder which does not involve a Third-Party Claimthird party claim, the Indemnified Party shall deliver an Indemnity Notice with reasonable promptness to the Indemnifying Party. The failure or delay by any Indemnified Party to will give the Indemnity Notice shall not impair such party’s rights hereunder except to the extent that the Indemnifying Party is actually prejudiced written notice of such claim. The Indemnifying Party may acknowledge and agree by notice to the Indemnified Party in writing to satisfy such failure or delayclaim within twenty (20) days of receipt of notice of such claim from the Indemnified Party. If the Indemnifying Party notifies shall dispute such claim, the Indemnifying Party shall provide written notice of such dispute to the Indemnified Party within such 20-day period, setting forth in reasonable detail the basis of such dispute. Upon receipt of notice of any such dispute, the Indemnified Party and the Indemnifying Party shall use reasonable efforts to resolve such dispute within thirty (30) days of the date such notice of dispute is received. If the Indemnifying Party shall fail to provide written notice to the Indemnified Party within twenty (20) days of receipt of notice from the Indemnified Party that it does not dispute the Indemnifying Party either acknowledges and agrees to pay such claim described in or disputes such Indemnity Notice within the Dispute Periodclaim, the Loss indemnified Indemnifying Party shall be deemed to have acknowledged and agreed to pay such claim in full and to have waived any right to dispute such claim. Once (a) the Indemnity Notice will be conclusively deemed a Liability Indemnifying Party has acknowledged and agreed to pay any claim pursuant to this Section 8.3, (b) any dispute under this Section 8.3 has been resolved in favor of indemnification by mutual agreement of the Indemnifying Party and the Indemnified Party Party, or (c) any dispute under this Section 7.1 and 8.3 has been finally resolved in favor of indemnification by order of a court of competent jurisdiction or other tribunal (including an arbitrator contemplated by this agreement) having jurisdiction over such dispute, then the Indemnifying Party shall pay the amount of such Loss claim to the Indemnified Party on demand. If within twenty (20) days of the date of acknowledgement by the Indemnifying Party has timely disputed its liability with respect or final resolution in favor of indemnification, as the case may be, to such claim or fails to notify account and in such manner as is designated in writing by the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim described in such Indemnity Notice, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations within the Resolution Period, such dispute shall be resolved by litigation in a court of competent jurisdictionParty.

Non-Third Party Claims. In the event Within thirty (30) Business Days after a Party obtains knowledge that it has sustained any Indemnified Damages not involving a Third Party should have Claim or action which such Party reasonably believes may give rise to a claim under Section 7.1 against any Indemnifying Party that does not involve a Third-Party Claimfor indemnification from another party hereunder, the such Indemnified Party shall deliver an Indemnity Notice with reasonable promptness notice of such claim to the Indemnifying Party. The , together with a brief description of the facts and data which support the claim for indemnification (a “Claim Notice”); provided, however, that failure or delay by any Indemnified to so notify the Indemnifying Party to give the Indemnity Notice shall not impair such party’s rights hereunder relieve the Indemnifying Party of its indemnification obligations hereunder, except to the extent that the Indemnifying Party is actually prejudiced by such failure or delaythereby. Any Claim Notice must be made to the Indemnifying Party not later than the expiration of the applicable survival period specified in Section 11.1 above. If the Indemnifying Party notifies does not deliver notice to the Indemnified Party within thirty (30) Business Days following its receipt of a Claim Notice that it does not dispute the claim described in such Indemnity Notice within the Dispute Period, the Loss indemnified in the Indemnity Notice will be conclusively deemed a Liability of Indemnifying Party disputes its liability to the Indemnified Party under Section 7.1 and this Article XI (an “Indemnification Objection”) the Indemnifying Party shall pay will be deemed to have rejected such claim, in which event the amount of other party will be free to pursue such Loss remedies as may be available to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability with respect to such claim or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim described in such Indemnity Notice, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations within the Resolution Period, such dispute shall be resolved by litigation in a court of competent jurisdictionthem.

Non-Third Party Claims. In If the event any Claims Notice from the Indemnified Party should have pertains to an Asserted Liability other than a claim under Section 7.1 against any or demand from a third party, then the Indemnifying Party that does not involve a Third-shall have 30 days following receipt of the Claims Notice to make such investigation at the expense of the Indemnifying Party Claimof the Asserted Liability as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Indemnified Party shall deliver an Indemnity Notice with reasonable promptness agrees to make available to the Indemnifying Party. The failure or delay Party the information relied upon by any the Indemnified Party to give substantiate the Indemnity Notice shall not impair Asserted Liability and such party’s rights hereunder except to the extent other information in its possession that the Indemnifying Party is actually prejudiced by may reasonably request for purposes of such failure or delayinvestigation. If the Indemnified Party and the Indemnifying Party notifies agree at or prior to the expiration of said 30 day period (or any mutually agreed upon extension thereof) on the validity and amount of such Asserted Liability, the Indemnifying Party shall promptly pay to the Indemnified Party that it does not dispute the full amount of the claim described in by wire transfer of immediately available funds to an account designated by the Indemnified Party. If the Indemnified Party and the Indemnifying Party do not agree at or prior to the expiration of said 30 day period (as such Indemnity Notice within period may be extended by mutual agreement) on the Dispute Periodvalidity and amount of such Asserted Liability, the Loss indemnified in the Indemnity Notice will be conclusively deemed a Liability then each of the Indemnified Party under Section 7.1 and the Indemnifying Party shall pay may pursue the amount of such Loss to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability with respect to such claim or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim described in such Indemnity Notice, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations within the Resolution Period, such dispute shall be resolved by litigation in a court of competent jurisdictionremedies available under this Agreement.

Non-Third Party Claims. In the event With respect to any Indemnified Party should have a claim under Section 7.1 against any Indemnifying Party that for indemnification hereunder which does not involve a Third-Third Party Claim, the Indemnified Party shall deliver an Indemnity Notice with will give the Indemnifying Party prompt written notice of such claim (i) describing in reasonable promptness detail the specific matter that constitutes the basis for such claim, the facts known to the Indemnified Party constituting or giving rise to such claim, and stating that Losses exist and the amount or good faith estimate of the Losses from such claim, (ii) specifying in reasonable detail the individual items of such Losses included in the amount so stated, and (iii) providing such documents and other information with respect to such claim and Losses as are in the possession of or reasonably available to the Indemnified Party so that the Indemnifying Party may assess such claim. The Indemnifying Party may acknowledge and agree by notice to the Indemnified Party in writing to satisfy such claim within ten (10) days of receipt of notice of such claim from the Indemnified Party. The If the Indemnifying Party shall dispute such claim, the Indemnifying Party shall provide written notice of such dispute to the Indemnified Party within such ten (10) day period. If the Indemnifying Party shall fail to provide written notice to the Indemnified Party within ten (10) days of receipt of notice from the Indemnified Party that the Indemnifying Party either acknowledges and agrees to pay such claim or disputes such claim, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay such claim in full (subject to any applicable limitations specified herein, including those in Section 6.5) and to have waived any right to dispute such claim, and shall promptly pay such claim in full (subject to any applicable limitations specified herein, including those in Section 6.5). Except as otherwise provided in this Agreement, any failure or delay by any an Indemnified Party to give the Indemnity Notice notice as required pursuant to this Section 6.3(b) shall not impair such party’s rights hereunder affect the indemnification provided hereunder, except and to the extent that the Indemnifying Party is shall have actually been materially prejudiced by such failure or delay. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described in such Indemnity Notice within the Dispute Period, the Loss indemnified in the Indemnity Notice will be conclusively deemed as a Liability of the Indemnified Party under Section 7.1 and the Indemnifying Party shall pay the amount result of such Loss to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability with respect to such claim or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim described in such Indemnity Notice, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations within the Resolution Period, such dispute shall be resolved by litigation in a court of competent jurisdictionfailure.

Non-Third Party Claims. In the event any Indemnified Party should have a claim under Section 7.1 Article VIII against any Indemnifying Party that does not involve a Third-Party Claim, the Indemnified Party shall deliver an Indemnity Notice with reasonable promptness to the Indemnifying Party. The failure or delay by any Indemnified Party to give the Indemnity Notice shall not impair such partyParty’s rights hereunder except to the extent that the Indemnifying Party is actually prejudiced by such failure or delay. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described in such Indemnity Notice within the Dispute Period, the Loss indemnified in the Indemnity Notice will be conclusively deemed a Liability of the Indemnified Party under Section 7.1 and the Indemnifying Party shall pay the amount of such Loss to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability with respect to such claim or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim described in such Indemnity Notice, the Loss identified in the Indemnity Notice will be conclusively deemed a Liability of the Indemnified Party under Article VIII and subject to Section 8.8. If the Indemnifying Party has timely disputed its Liability with respect to such claim, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations within the Resolution Periodforty-five (45) days of receipt of notice of dispute of Liability with respect to such claim, such dispute shall be resolved by litigation in a court of competent jurisdiction.

Non-Third Party Claims. In the event With respect to any Indemnified Party should have a claim under Section 7.1 against any Indemnifying Party that for indemnification hereunder which does not involve a Third-Party Claimthird party claim, the Indemnified Party shall deliver an Indemnity Notice with reasonable promptness to the Indemnifying Party. The failure or delay by any Indemnified Party to will give the Indemnity Notice shall not impair such party’s rights hereunder except to the extent that the Indemnifying Party is actually prejudiced written notice of such claim. The Indemnifying Party may acknowledge and agree by notice to the Indemnified Party in writing to satisfy such failure or delayclaim within twenty (20) days of receipt of notice of such claim from the Indemnified Party. If the Indemnifying Party notifies shall dispute such claim, the Indemnifying Party shall provide written notice of such dispute to the Indemnified Party within such 20-day period, setting forth in reasonable detail the basis of such dispute. Upon receipt of notice of any such dispute, the Indemnified Party and the Indemnifying Party shall use reasonable efforts to resolve such dispute within thirty (30) days of the date such notice of dispute is received. If the Indemnifying Party shall fail to provide written notice to the Indemnified Party within twenty (20) days of receipt of notice from the Indemnified Party that it does not dispute the Indemnifying Party either acknowledges and agrees to pay such claim described in or disputes such Indemnity Notice within the Dispute Periodclaim, the Loss indemnified Indemnifying Party shall be deemed to have acknowledged and agreed to pay such claim in full and to have waived any right to dispute such claim. Once (a) the Indemnity Notice will be conclusively deemed a Liability Indemnifying Party has acknowledged and agreed to pay any claim pursuant to this Section 10.3, (b) any dispute under this Section 10.3 has been resolved in favor of indemnification by mutual agreement of the Indemnifying Party and the Indemnified Party Party, or (c) any dispute under this Section 7.1 and 10.3 has been finally resolved in favor of indemnification by order of a court of competent jurisdiction or other tribunal (including an arbitrator contemplated by this agreement) having jurisdiction over such dispute, then the Indemnifying Party shall pay the amount of such Loss claim to the Indemnified Party on demand. If within twenty (20) days of the date of acknowledgement by the Indemnifying Party has timely disputed its liability with respect or final resolution in favor of indemnification, as the case may be, to such claim or fails to notify account and in such manner as is designated in writing by the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim described in such Indemnity Notice, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations within the Resolution Period, such dispute shall be resolved by litigation in a court of competent jurisdictionParty.

Non-Third Party Claims. In the event With respect to any Indemnified Party should have a claim under Section 7.1 against any Indemnifying Party that for indemnification hereunder which does not involve a Third-Third Party Claim, the Indemnified Party shall deliver an Indemnity Notice with reasonable promptness will give the Indemnifying Party prompt written notice of such claim. The Indemnifying Party may acknowledge and agree by notice to the Indemnifying Indemnified Party in writing to satisfy such claim within ten (10) days of receipt of notice of such claim from the Indemnified Party. The If the Indemnifying Party shall dispute such claim, the Indemnifying Party shall provide written notice of such dispute to the Indemnified Party within such ten (10) day period. If the Indemnifying Party shall fail to provide written notice to the Indemnified Party within ten (10) days of receipt of notice from the Indemnified Party that the Indemnifying Party either acknowledges and agrees to pay such claim or disputes such claim, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay such claim in full and to have waived any right to dispute such claim, and shall promptly pay such claim in full. Except as otherwise provided in this Agreement, any failure or delay by any an Indemnified Party to give the Indemnity Notice notice as required pursuant to this Section 6.3(b) shall not impair such party’s rights hereunder affect the indemnification provided hereunder, except and to the extent that the Indemnifying Party is shall have actually been materially prejudiced by such failure or delay. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described in such Indemnity Notice within the Dispute Period, the Loss indemnified in the Indemnity Notice will be conclusively deemed as a Liability of the Indemnified Party under Section 7.1 and the Indemnifying Party shall pay the amount result of such Loss to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability with respect to such claim or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim described in such Indemnity Notice, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations within the Resolution Period, such dispute shall be resolved by litigation in a court of competent jurisdictionfailure.

Non-Third Party Claims. In the event any that an Indemnified Party should have a claim under Section 7.1 against any the Indemnifying Party hereunder that does not involve a Third-Party Claimclaim or demand being asserted against or sought to be collected from it by a third party, the Indemnified Party shall deliver an Indemnity Notice send a notice with reasonable promptness respect to such claim to the Indemnifying Party. The failure or delay by any Indemnifying Party shall have sixty (60) days from the date such notice is delivered during which to notify the Indemnified Party to give the Indemnity Notice shall not impair such party’s rights hereunder except in writing of any good faith objections it has to the extent that Indemnified Party's notice or claims for indemnification, setting forth in reasonable detail each of the Indemnifying Party is actually prejudiced by such failure or delayParty's objections thereto. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described in deliver such Indemnity Notice written notice of objection within the Dispute Periodsuch sixty-day period, the Loss indemnified in the Indemnity Notice will be conclusively deemed a Liability of the Indemnified Party under Section 7.1 and the Indemnifying Party shall pay the amount of be deemed to not have any objections to such Loss to the Indemnified Party on demandclaim. If the Indemnifying Party has timely disputed its liability with respect to does deliver such claim or fails to notify the Indemnified Party written notice of objection within the Dispute Period whether the Indemnifying Party disputes the claim described in such Indemnity Noticesixty (60) day period, the Indemnifying Party and the Indemnified Party will proceed shall attempt in good faith to negotiate a resolution resolve any such dispute within sixty (60) days of the delivery by the Indemnifying Party of such written notice of objection. If the Indemnifying Party and the Indemnified Party are unable to resolve any such dispute and, if not resolved through negotiations within the Resolution Periodsuch sixty (60) day period, such dispute shall be resolved by litigation submitted to the Separation Committee in a court accordance with the procedures set forth in Section [xx] of competent jurisdictionthe Separation Agreement.

Non-Third Party Claims. In the event Within thirty (30) business days after a party obtains knowledge that it has sustained any Indemnified Damages not involving a Third Party should have Claim or action which such party reasonably believes may give rise to a claim under Section 7.1 against any Indemnifying Party that does not involve a Third-Party Claimfor indemnification from another party hereunder, the such Indemnified Party shall deliver an Indemnity Notice with reasonable promptness notice of such claim to the Indemnifying Party. The , together with a brief description of the facts and data which support the claim for indemnification; provided, however, that failure or delay by any Indemnified to so notify the Indemnifying Party to give the Indemnity Notice shall not impair such party’s rights hereunder relieve the Indemnifying Party of its indemnification obligations hereunder, except to the extent that the Indemnifying Party is actually prejudiced by thereby. Any such failure or delaynotice must be made to the Indemnifying Party not later than the expiration of the applicable survival period specified in Section 8.1. If the Indemnifying Party notifies does not notify the Indemnified Party within thirty (30) business days following its receipt of such notice that it does not dispute the Indemnifying Party disputes its liability to the Indemnified Party under this ARTICLE VIII, such claim described specified by the Indemnified Party in such Indemnity Notice within the Dispute Period, the Loss indemnified in the Indemnity Notice will notice shall be conclusively deemed a Liability liability of the Indemnified Indemnifying Party under Section 7.1 this ARTICLE VIII and the Indemnifying Party shall pay the amount of such Loss claim to the Indemnified Party on demanddemand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the Indemnifying Party has timely disputed its liability with respect to such claim or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim described in such Indemnity Noticeclaim, as provided above, the Indemnifying Party and the Indemnified Party will shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations within the Resolution Period, such dispute shall be resolved by litigation in a court of competent jurisdictiondispute.

Non-Third Party Claims. In the event any that the Indemnified Party should have a claim under Section 7.1 this Article XI against any the Indemnifying Party that does not involve a Third-Party Claim, the Indemnified Party shall may deliver an written notification of a claim for indemnification under this Section 11.5(d) (the “Indemnity Notice with reasonable promptness to the Indemnifying PartyNotice”). The Any failure or delay by any Indemnified Party to give the Indemnity Notice shall not impair such party’s rights hereunder except to the extent that the Indemnifying Party Party’s ability to defend is actually materially prejudiced by such failure or delay. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described in such Indemnity Notice within the Dispute Period, the Loss indemnified in the Indemnity Notice will be conclusively deemed a Liability of the Indemnified Party under Section 7.1 and the Indemnifying Party shall pay the amount of such Loss to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability with respect to such claim or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim described in such Indemnity Notice, the Loss identified in the Indemnity Notice will be conclusively deemed a liability of the Indemnifying Party under Section 11.2 or Section 11.3, as applicable, and the Indemnifying Party shall pay the amount of such Loss, subject to the limitations set forth in this Article XI, to the Indemnified Party on demand. If the Indemnifying Party has timely disputed the Indemnifying Party’s liability with respect to such claim, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations within the Resolution Period30 days following receipt by an Indemnified Party of a Dispute Notice, such dispute shall be resolved by litigation in a court of competent jurisdiction.

Non-Third Party Claims. In the event any Indemnified Party should have a claim under Section 7.1 9.1 against any Indemnifying Party that does not involve a Third-Party Claim, the Indemnified Party shall deliver an Indemnity Notice with reasonable promptness to the Indemnifying Party. The failure or delay by any Indemnified Party to give the Indemnity Notice shall not impair such party’s rights hereunder except to the extent that the Indemnifying Party is actually prejudiced by such failure or delay. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described in such Indemnity Notice or fails to notify the Indemnified Party within the Dispute PeriodPeriod whether the Indemnifying Party disputes the claim described in such Indemnity Notice, the Loss indemnified identified in the Indemnity Notice will be conclusively deemed a Liability liability of the Indemnified Party under Section 7.1 9.1 and the Indemnifying Party shall pay the amount of such Loss to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability with respect to such claim or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim described in such Indemnity Noticeclaim, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations within the Resolution Period, such dispute shall be resolved by litigation in a court of competent jurisdiction.

Non-Third Party Claims. In the event that any Person entitled to indemnification under this Agreement (an “Indemnified Party should have Party”) asserts a claim under Section 7.1 against any Indemnifying Party that for indemnification, which does not involve a Third-Third Party ClaimClaim (as defined in Section 8.5.2 below), against which a Person is required to provide indemnification under this Agreement (an “Indemnifying Party”), the Indemnifying Party may acknowledge and agree by notice to the Indemnified Party shall deliver an Indemnity Notice with reasonable promptness in writing to satisfy such claim within 20 days of receipt of notice of such claim from the Indemnifying Indemnified Party. The failure or delay by any Indemnified Party to give In the Indemnity Notice shall not impair such party’s rights hereunder except to the extent event that the Indemnifying Party is actually prejudiced by disputes such failure or delay. If claim, the Indemnifying Party notifies shall provide written notice of such dispute to the Indemnified Party within 20 days of receipt of written notice of such claim, setting forth a reasonable basis of such dispute. In the event that the Indemnifying Party shall fail to provide written notice to the Indemnified Party within 20 days of receipt of notice from the Indemnified Party that it does not dispute the Indemnifying Party either acknowledges and agrees to pay such claim described in or disputes such Indemnity Notice within the Dispute Periodclaim, the Loss indemnified Indemnifying Party shall be deemed to have acknowledged and agreed to pay such claim in full and to have waived any right to dispute such claim. Once the Indemnity Notice will be conclusively deemed Indemnifying Party has acknowledged and agreed to pay any claim pursuant to this Section 8.5.1, or once any dispute under this Section 8.5.1 has been finally resolved in favor of indemnification by a Liability court or other tribunal of the Indemnified Party under Section 7.1 and competent jurisdiction, the Indemnifying Party shall pay the amount of such Loss claim to the Indemnified Party on demand. If within 10 days of the Indemnifying Party has timely disputed its liability with respect date of acknowledgement or resolution, as the case may be, to such claim or fails to notify account and in such manner as is designated in writing by the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim described in such Indemnity Notice, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations within the Resolution Period, such dispute shall be resolved by litigation in a court of competent jurisdictionParty.

Non-Third Party Claims. In the event any Indemnified Party should have a claim under Section 7.1 6.01 against any Indemnifying Party that does not involve a Third-Party Claim, the Indemnified Party shall deliver an Indemnity Notice with reasonable promptness to the Indemnifying Party. The failure or delay by any Indemnified Party to give the Indemnity Notice shall not impair such party’s rights hereunder except to the extent that the Indemnifying Party is actually prejudiced by such failure or delay. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described in such Indemnity Notice within the Dispute Period, the Loss loss indemnified in the Indemnity Notice will be conclusively deemed a Liability of the Indemnified Party under Section 7.1 6.01 and the Indemnifying Party shall pay the amount of such Loss loss to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability with respect to such claim or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim described in such Indemnity Notice, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations within the Resolution Periodthirty (30) days, such dispute shall be resolved by litigation in a court of competent jurisdiction.

Non-Third Party Claims. In the event any An Indemnified Party should have wishing to assert a claim for indemnification under this Article VII which is not subject to Section 7.1 against any 7.3(a) shall deliver to the Indemnifying Party a written notice (a “Claim Notice”) which contains (i) a description and the amount (the “Claimed Amount”) of any Damages incurred by the Indemnified Party, (ii) a statement that does not involve a Third-Party Claim, the Indemnified Party shall deliver an Indemnity Notice with is entitled to indemnification under this Article VII and a reasonable promptness to explanation of the Indemnifying Partybasis therefor, and (iii) a demand for payment in the amount of such Damages. The failure or delay by any Indemnified Party to give the Indemnity Notice shall not impair such party’s rights hereunder except to the extent that Within 30 days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (I) agree that the Indemnified Party is actually prejudiced entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer), (II) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case such failure response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount), or delay(III) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described in such Indemnity Notice within response contests the Dispute Period, the Loss indemnified in the Indemnity Notice will be conclusively deemed a Liability payment of all or part of the Indemnified Party under Section 7.1 and the Indemnifying Party shall pay the amount of such Loss to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability with respect to such claim or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim described in such Indemnity NoticeClaimed Amount, the Indemnifying Party and the Indemnified Party will proceed in shall use good faith efforts to negotiate a resolution resolve such dispute. If such dispute is not resolved within 60 days following the delivery by the Indemnifying Party of such dispute andresponse, if not resolved through negotiations within the Resolution Period, Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute shall be resolved by litigation in to a court of competent jurisdictionjurisdiction in accordance with the provisions of Section 10.4. Buyer shall, at Buyer’s election, be entitled to offset any claims for Damages hereunder, pro tanto, against the remaining Contingent Cash Payments and the remaining Contingent Stock Payments.

Non-Third Party Claims. In the event any Indemnified Party should have a claim under Section 7.1 against any Indemnifying Party that hereunder which does not involve a Third-Third Party Claim, the Indemnified Party shall deliver an Indemnity Notice with reasonable promptness transmit to the Indemnifying Party a written notice (the "Indemnity Notice") describing in reasonable detail the nature of the claim, an estimate of the amount of damages attributable to such claim, and the basis of the Indemnified Party. The failure or delay by any Indemnified Party to give the Indemnity Notice shall not impair such party’s rights hereunder except to the extent that the Indemnifying Party is actually prejudiced by such failure or delay's request for indemnification under this Agreement. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described in such Indemnity Notice within the Dispute Period, the Loss indemnified in the Indemnity Notice will be conclusively deemed a Liability of the Indemnified Party under Section 7.1 and the Indemnifying Party shall pay the amount of such Loss to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability with respect to such claim or fails to notify the Indemnified Party within ten (10) days from the Dispute Period whether Indemnifying Party's receipt of the Indemnity Notice that the Indemnifying Party disputes such claim and the reasons therefore, the claim described specified by the Indemnified Party in such the Indemnity Notice, Notice shall be deemed admitted in full and a liability of the Indemnifying Party hereunder. The Indemnifying Party and the Indemnified Party will proceed shall negotiate in good faith to negotiate a resolution of resolve such claim for indemnification within 30 days (the "Negotiation Period"). If such claim is not settled within the Negotiation Period, dispute and, if not shall then be resolved through negotiations within binding arbitration in accordance with the Resolution Period, such dispute shall be resolved by litigation in a court provisions of competent jurisdiction.ARTICLE X.

Non-Third Party Claims. In the event If a claim for Losses (a “Claim”) is to be made by any Indemnified Party should have a claim under Section 7.1 against any Indemnifying Party that does not involve a Third-Party Claimthird party, the such Indemnified Party shall deliver an Indemnity Notice with reasonable promptness give written notice (a “Claim Notice”) to Sellers (and, prior to the Indemnifying twelve (12) month anniversary of the Closing Date, the Escrow Agent) if the Claim Notice is being given by a Buyer Indemnified Party and to Buyer if the Claim Notice is being given by a Seller Indemnified Party, in each case, promptly after such Indemnified Party becomes aware of any fact, condition or event giving rise to Losses for which indemnification may be sought under Section 7.2, which Claim Notice shall specify in reasonable detail, to the extent reasonably known and practicable at such time, the amount of the Claim and the individual item of Loss included in the amount so stated, the date (if any) such item was suffered, sustained or incurred and the basis for indemnification. The failure or delay by of any Indemnified Party to give the Indemnity Notice timely notice hereunder shall not impair affect such partyIndemnified Party’s rights hereunder to indemnification hereunder, except to the extent that the applicable Indemnifying Party is actually prejudiced by such failure delay or delayfailure. If the applicable Indemnifying Party (i) notifies the Indemnified Party that they do not dispute the claim described in such Claim Notice or (ii) fails to respond within thirty (30) days following receipt of such Claim Notice, the Losses identified in the Claim Notice will be conclusively deemed a liability of the Indemnifying Party under Section 7.2(a), (b) or (c), as applicable. If the applicable Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described in such Indemnity Notice within the Dispute Period, the Loss indemnified in the Indemnity Notice will be conclusively deemed a Liability of the Indemnified Party under Section 7.1 and the Indemnifying Party shall pay the amount of such Loss to the Indemnified Party on demand. If the Indemnifying Party has timely disputed disputes its liability with respect to such claim Claim or fails to notify the Indemnified Party estimated amount of such Losses within the Dispute Period whether the Indemnifying Party disputes the claim described in thirty (30) days following receipt of such Indemnity Claim Notice, the Indemnifying Party and the Indemnified Party will proceed parties shall attempt in good faith to negotiate a resolution of resolve such dispute and, if not resolved through negotiations within the Resolution Period, such dispute shall be resolved by litigation in a court of competent jurisdictiondispute.

Non-Third Party Claims. In the event any Indemnified Party should have a claim under Section 7.1 7.01 against any Indemnifying Party that does not involve a Third-Party Claim, the Indemnified Party shall deliver an Indemnity Notice with reasonable promptness to the Indemnifying Party. The failure or delay by any Indemnified Party to give the Indemnity Notice shall not impair such party’s rights hereunder except to the extent that the Indemnifying Party is actually prejudiced by such failure or delay. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described in such Indemnity Notice within the Dispute Period, the Loss indemnified in the Indemnity Notice will be conclusively deemed a Liability of the Indemnified Party under Section 7.1 7.01 and the Indemnifying Party shall pay the amount of such Loss to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability with respect to such claim or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim described in such Indemnity Noticeclaim, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations within the Resolution Period, such dispute shall be resolved by litigation in a court of competent jurisdiction.

Non-Third Party Claims. In the event any Indemnified Party should have If a claim under Section 7.1 against any Indemnifying for Losses (a “Claim”) is to be made by an Indemnified Party that does not involve a Third-Party Claimthird party, the such Indemnified Party shall deliver an Indemnity Notice with reasonable promptness give written notice (a “Claim Notice”) to the Indemnifying PartyParty within a reasonable time after such Indemnified Party becomes aware of any fact, condition or event giving rise to Losses for which indemnification may be sought under Section 8.2, which Claim Notice shall specify in reasonable detail, to the extent reasonably known and practicable at such time, the amount of the Claim. The failure or delay by any of an Indemnified Party to give the Indemnity Notice timely notice hereunder shall not impair affect such partyIndemnified Party’s rights hereunder to indemnification hereunder, except to the extent that the applicable Indemnifying Party is actually materially prejudiced by such failure delay or delayfailure. If the applicable Indemnifying Party notifies the Indemnified Party that it does not dispute the claim Claim described in such Indemnity Claim Notice or fails to respond within the Dispute Periodthirty (30) days following receipt of such Claim Notice, the Loss indemnified Losses identified in the Indemnity Claim Notice will be conclusively deemed a Liability liability of the Indemnified Indemnifying Party under Section 7.1 and the Indemnifying Party shall pay the amount of such Loss to the Indemnified Party on demand8.2(a) or Section 8.2(b), as applicable. If the applicable Indemnifying Party has timely disputed disputes its liability with respect to such claim Claim or fails the estimated amount of such Losses pursuant to notify this Section 8.4, the Indemnified Party parties shall attempt in good faith to resolve such dispute; provided, however, that if such dispute has not been resolved within thirty (30) days following receipt of such dispute of the Dispute Period whether the Indemnifying Party disputes the claim described in such Indemnity Claim Notice, then the Indemnifying Party and the Indemnified Party will proceed may seek legal redress in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations within the Resolution Period, such dispute shall be resolved by litigation in a court of competent jurisdictionaccordance with ARTICLE IX.

Non-Third Party Claims. In the event With respect to any Indemnified Party should have a claim under Section 7.1 against any Indemnifying Party that for indemnification hereunder which does not involve a Third-Party Claimthird party claim, the Indemnified Party will give the Indemnifying Party written notice of such claim and the Indemnified Party shall deliver an Indemnity Notice with reasonable promptness make available to the Indemnifying Party all relevant information which is material to such claim and is in the possession of the Indemnified Party. The failure or delay by any Indemnified Party to give the Indemnity Notice shall not impair such party’s rights hereunder except , including, to the extent that practicable, an estimate of the damages suffered by the Indemnified Party as of the date of the notice. The Indemnifying Party is actually prejudiced may agree by notice to the Indemnified Party in writing to satisfy such failure or delayclaim within thirty (30) days of receipt of notice of such claim from the Indemnified Party. If the Indemnifying Party notifies shall dispute such claim, the Indemnifying Party shall provide written notice of such dispute to the Indemnified Party within such 30-day period, setting forth in reasonable detail the basis of such dispute. Upon receipt of notice of any such dispute, the Indemnified Party and the Indemnifying Party shall use reasonable efforts to resolve such dispute within thirty (30) days of the date such notice of dispute is received. If the Indemnifying Party shall fail to provide written notice to the Indemnified Party within thirty (30) days of receipt of notice from the Indemnified Party that it does not dispute the Indemnifying Party either agrees to pay such claim described in or disputes such Indemnity Notice within the Dispute Periodclaim, the Loss indemnified Indemnifying Party shall be deemed to have agreed to pay such claim in full and to have waived any right to dispute such claim. If the Indemnity Notice will be conclusively Indemnifying Party agrees, or is deemed a Liability of the Indemnified Party under Section 7.1 and to have agreed, to pay such claim, then the Indemnifying Party shall pay the amount of such Loss claim to the Indemnified Party on demand. If within twenty (20) days of the Indemnifying Party has timely disputed its liability with respect date of such agreement or deemed agreement to such claim or fails to notify an account is designated in writing by the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim described in such Indemnity Notice, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations within the Resolution Period, such dispute shall be resolved by litigation in a court of competent jurisdictionParty.

Non-Third Party Claims. In the event any Indemnified Party should have a claim under Section 7.1 against any Indemnifying Party that hereunder which does not involve a Third-Third Party Claim, the Indemnified Party shall deliver an Indemnity Notice with reasonable promptness transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of damages attributable to such claim, and the basis of the Indemnified Party. The failure or delay ’s request for indemnification under this Agreement, and such further information as may be reasonably requested by any Indemnified Party to give the Indemnity Notice shall not impair such party’s rights hereunder except to the extent that the Indemnifying Party is actually prejudiced by such failure or delayParty. If the Indemnifying Party notifies does not notify the Indemnified Party within twenty (20) days from the Indemnifying Party’s receipt of the Indemnity Notice that it does not dispute the Indemnifying Party either disputes such claim and the reasons therefore, or reasonably needs further information, the claim described in such Indemnity Notice within specified by the Dispute Period, the Loss indemnified Indemnified Party in the Indemnity Notice will shall be conclusively deemed admitted in full and a Liability liability of the Indemnified Party under Section 7.1 and the Indemnifying Party shall pay the amount of such Loss to the Indemnified Party on demandhereunder. If the Indemnifying Party has timely disputed its liability with respect to requests further information and then does not dispute such claim or fails to notify and set forth the reasons therefore within ten (10) days after receipt of such information, then the claim specified by the Indemnified Party within in the Dispute Period whether Indemnity Notice shall be deemed admitted in full and a liability of the Indemnifying Party disputes the claim described in such Indemnity Notice, the hereunder. The Indemnifying Party and the Indemnified Party will proceed shall negotiate in good faith to negotiate a resolution resolve any such claim for indemnification within thirty (30) days of receipt of the Indemnity Notice (the “Negotiation Period”). If such dispute and, if claim is not resolved through negotiations settled within the Resolution Negotiation Period, such dispute shall be resolved by litigation either party may bring suit in a court accordance with the General Provisions of competent jurisdictionthis Agreement below.

Non-Third Party Claims. In the event any Indemnified Party should have a claim under Section 7.1 8.1 or Section 8.2 against any Indemnifying Party that does not involve a Third-Party Claim, the Indemnified Party shall deliver an Indemnity Notice with reasonable promptness to the Indemnifying Party. The failure or delay by any Indemnified Party to give the Indemnity Notice shall not impair such partyIndemnified Party’s rights hereunder except to the extent that the Indemnifying Party is actually materially prejudiced by such failure or delay. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described in such Indemnity Notice or fails to notify the Indemnified Party within the Dispute Periodthirty (30) day period following receipt of an Indemnity Notice as to whether the Indemnifying Party disputes the claim described in such Indemnity Notice, the Loss indemnified identified in the Indemnity Notice will be conclusively deemed a Liability of the Indemnified Party an indemnifiable Loss under Section 7.1 8.1 or Section 8.2 and the Indemnifying Party shall pay the amount of such Loss to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability with respect to such claim or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim described in such Indemnity Noticeclaim, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations within the Resolution Periodthirty (30) day period following receipt by the Indemnified Party of notice that the Indemnifying Party disputes its liability with respect to such Loss, such dispute shall be resolved finally settled by litigation in a court of competent jurisdictionbinding arbitration pursuant to Section 9.8.

Non-Third Party Claims. In the event With respect to any Indemnified Party should have a claim under Section 7.1 against any Indemnifying Party that for indemnification hereunder which does not involve a Third-Party Claimthird party claim, the Indemnified Party shall deliver an Indemnity Notice with reasonable promptness to the Indemnifying Party. The failure or delay by any Indemnified Party to will give the Indemnity Notice shall not impair such party’s rights hereunder except to the extent that the Indemnifying Party is actually prejudiced written notice of such claim. The Indemnifying Party may acknowledge and agree by notice to the Indemnified Party in writing to satisfy such failure or delayclaim within twenty (20) days of receipt of notice of such claim from the Indemnified Party. If the Indemnifying Party notifies disputes such claim, the Indemnifying Party shall provide written notice of such dispute to the Indemnified Party within such 20-day period, setting forth in reasonable detail the basis of such dispute. Upon receipt of notice of any such dispute, the Indemnified Party and the Indemnifying Party shall use reasonable efforts to resolve such dispute within thirty (30) days of the date such notice of dispute is received. If the Indemnifying Party fails to provide written notice to the Indemnified Party within twenty (20) days of receipt of notice from the Indemnified Party that it does not dispute the Indemnifying Party either acknowledges and agrees to pay such claim described in or disputes such Indemnity Notice within the Dispute Periodclaim, the Loss indemnified Indemnifying Party shall be deemed to have acknowledged and agreed to pay such claim in full and to have waived any right to dispute such claim. Once (a) the Indemnity Notice will be conclusively deemed a Liability Indemnifying Party has acknowledged and agreed to pay any claim pursuant to this Section 8.3, (b) any dispute under this Section 8.3 has been resolved in favor of indemnification by mutual agreement of the Indemnifying Party and the Indemnified Party Party, or (c) any dispute under this Section 7.1 and 8.3 has been finally resolved in favor of indemnification by order of a court of competent jurisdiction or other tribunal having jurisdiction over such dispute, then the Indemnifying Party shall pay the amount of such Loss claim to the Indemnified Party on demand. If within twenty (20) days of the date of acknowledgement by the Indemnifying Party has timely disputed its liability with respect or final resolution in favor of indemnification, as the case may be, to such claim or fails to notify account and in such manner as is designated in writing by the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim described in such Indemnity Notice, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations within the Resolution Period, such dispute shall be resolved by litigation in a court of competent jurisdictionParty.

Non-Third Party Claims. In the event that any Indemnified Party should have Person entitled to indemnification under this Agreement (an "INDEMNIFIED PARTY") asserts a claim under Section 7.1 against any Indemnifying Party that for indemnification which does not involve a Third-Third Party ClaimClaim (as hereinafter defined) against which a Person is required to provide indemnification under this Agreement (an "INDEMNIFYING PARTY"), the Indemnifying Party may acknowledge and agree by notice to the Indemnified Party shall deliver an Indemnity Notice with reasonable promptness in writing to satisfy such claim within 30 days of receipt of notice of such claim from the Indemnifying Indemnified Party. The failure or delay by any Indemnified Party to give In the Indemnity Notice shall not impair such party’s rights hereunder except to the extent event that the Indemnifying Party is actually prejudiced by disputes such failure or delay. If claim, the Indemnifying Party notifies shall provide written notice of such dispute to the Indemnified Party within 30 days of receipt of written notice of such claim, setting forth a reasonable basis of such dispute. In the event that the Indemnifying Party shall fail to provide written notice to the Indemnified Party within 30 days of receipt of notice from the Indemnified Party that it does not dispute the Indemnifying Party either acknowledges and agrees to pay such claim described in or disputes such Indemnity Notice within the Dispute Periodclaim, the Loss indemnified in the Indemnity Notice will be conclusively deemed a Liability of the Indemnified Party under Section 7.1 and the Indemnifying Party shall be deemed to have acknowledged and agreed to pay such claim in full and to have waived any right to dispute such claim. Once the Indemnifying Party has acknowledged and agreed to pay any claim pursuant to this Section 5.4(a), or once any dispute under this Section 5.4(a) has been finally resolved in favor of indemnification by a court or other tribunal of competent jurisdiction, the Indemnifying Party shall, subject to the provisions of Section 5.5, pay the amount of such Loss claim to the Indemnified Party on demand. If within 10 days of the Indemnifying Party has timely disputed its liability with respect date of acknowledgment or resolution, as the case may be, to such claim or fails to notify account and in such manner as is designated in writing by the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim described in such Indemnity Notice, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations within the Resolution Period, such dispute shall be resolved by litigation in a court of competent jurisdictionParty.

Non-Third Party Claims. In the event If any Indemnified Party should have has a claim under Section 7.1 9.1 or Section 10.4 against any Indemnifying Party that does not involve a Third-Party Claim, the Indemnified Party shall deliver an Indemnity Notice with reasonable promptness to the Indemnifying Party. The failure or delay by any Indemnified Party to give the Indemnity Notice shall not impair such partyIndemnified Party’s rights hereunder except to the extent that (i) such failure results in a lack of actual notice and (ii) the Indemnifying Party is actually materially prejudiced by such failure or delay. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described in such Indemnity Notice or fails to notify the Indemnified Party within the Dispute Period30 day period following receipt of an Indemnity Notice that it disputes the claim described in such Indemnity Notice, the Loss indemnified identified in the Indemnity Notice will be conclusively deemed a Liability of the Indemnified Party under an indemnifiable Loss pursuant to Section 7.1 9.1 or Section 10.4, as applicable, and the Indemnifying Party shall pay the amount of such Loss to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability Liability with respect to such claim or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim described in such Indemnity Noticeclaim, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations within the Resolution Period30 day period following receipt by the Indemnified Party of notice that the Indemnifying Party disputes its Liability with respect to such Loss, such dispute shall be resolved by litigation in a court of competent jurisdictionaccordance with Section 12.9.

Non-Third Party Claims. In the event any Indemnified Party ---------------------- should have a claim under Section 7.1 against any Indemnifying Party that hereunder which does not involve a Third-Third Party Claim, the Indemnified Party shall deliver an Indemnity Notice with reasonable promptness transmit to the Indemnifying Party a written notice (the "Indemnity Notice") describing in reasonable detail the nature of the claim, an estimate of the amount of damages attributable to such claim and the basis of the Indemnified Party. The failure or delay by any Indemnified Party to give the Indemnity Notice shall not impair such party’s rights hereunder except to the extent that the Indemnifying Party is actually prejudiced by such failure or delay's request for indemnification under this Agreement. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described in such Indemnity Notice within the Dispute Period, the Loss indemnified in the Indemnity Notice will be conclusively deemed a Liability of the Indemnified Party under Section 7.1 and the Indemnifying Party shall pay the amount of such Loss to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability with respect to such claim or fails to notify the Indemnified Party within 30 days from the Dispute Period whether Indemnifying Party's receipt of the Indemnity Notice that the Indemnifying Party disputes such claim, the claim described specified by the Indemnified Party in such the Indemnity Notice, Notice shall be deemed a liability of the Indemnifying Party hereunder; provided, however, that, if Buyer asserts a claim that is not a Third Party Claim and the Indemnified Indemnifying Party will proceed in good faith to negotiate a resolution of does not dispute such dispute and, if not resolved through negotiations within the Resolution Period, such dispute shall be resolved by litigation claim in a court of competent jurisdiction.timely manner in accordance with this Section 8.4, Buyer shall have offset and recoup its Losses as provided in Section 8.3. -----------

Non-Third Party Claims. In the event any Indemnified Party should have a claim under Section 7.1 against any Indemnifying Party that hereunder which does not involve a Third-Third Party Claim, the Indemnified Party shall deliver an Indemnity Notice with reasonable promptness transmit to the Indemnifying Party a written notice (the "Indemnity Notice") describing in reasonable detail the nature of the claim, an estimate of the amount of damages attributable to such claim, and the basis of the Indemnified Party. The failure or delay 's request for indemnification under this Agreement, and such further information as may be reasonably requested by any Indemnified Party to give the Indemnity Notice shall not impair such party’s rights hereunder except to the extent that the Indemnifying Party is actually prejudiced by such failure or delayParty. If the Indemnifying Party notifies does not notify the Indemnified Party within twenty (20) days from the Indemnifying Party's receipt of the Indemnity Notice that it does not dispute the Indemnifying Party either disputes such claim and the reasons therefor, or reasonably needs further information, the claim described in such Indemnity Notice within specified by the Dispute Period, the Loss indemnified Indemnified Party in the Indemnity Notice will shall be conclusively deemed admitted in full and a Liability liability of the Indemnified Party under Section 7.1 and the Indemnifying Party shall pay the amount of such Loss to the Indemnified Party on demandhereunder. If the Indemnifying Party has timely disputed its liability with respect to requests further information and then does not dispute such claim or fails to notify and the set forth the reasons therefor within ten (10) days after receipt of such information, then the claim specified by the Indemnified Party within in the Dispute Period whether Indemnity Notice shall be deemed admitted in full and a liability of the Indemnifying Party disputes the claim described in such Indemnity Notice, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations within the Resolution Period, such dispute shall be resolved by litigation in a court of competent jurisdictionhereunder.

Non-Third Party Claims. In the event any An Indemnified Party should have wishing to assert a claim for indemnification under this Article VII which is not subject to Section 7.1 against any 7.3(a) shall deliver to the Indemnifying Party a written notice (a "Claim Notice") which contains (i) a description and the amount (the "Claimed Amount") of any Damages incurred by the Indemnified Party, (ii) a statement that does not involve a Third-Party Claim, the Indemnified Party shall deliver an Indemnity Notice with is entitled to indemnification under this Article VII and a reasonable promptness to explanation of the Indemnifying Partybasis therefor, and (iii) a demand for payment in the amount of such Damages. The failure or delay by any Indemnified Party to give the Indemnity Notice shall not impair such party’s rights hereunder except to the extent that Within 30 days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (I) agree that the Indemnified Party is actually prejudiced entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer), (II) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the "Agreed Amount") (in which case such failure response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount), or delay(III) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described in such Indemnity Notice within response contests the Dispute Period, the Loss indemnified in the Indemnity Notice will be conclusively deemed a Liability payment of all or part of the Indemnified Party under Section 7.1 and the Indemnifying Party shall pay the amount of such Loss to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability with respect to such claim or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim described in such Indemnity NoticeClaimed Amount, the Indemnifying Party and the Indemnified Party will proceed in shall use good faith efforts to negotiate a resolution resolve such dispute. If such dispute is not resolved within 60 days following the delivery by the Indemnifying Party of such dispute andresponse, if not resolved through negotiations within the Resolution Period, Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute shall be resolved by litigation in to a court of competent jurisdictionjurisdiction in accordance with the provisions of Section 10.4. Buyer shall, at Buyer's election, be entitled to offset any claims for Damages hereunder, pro tanto, against the remaining Contingent Cash Payments and the remaining Contingent Stock Payments.

Non-Third Party Claims. In If the event any Claims Notice from the Indemnified Party should have pertains to an Asserted Liability other than a claim under Section 7.1 against any or demand from a third party, then the Indemnifying Party that does not involve a Third-shall have 30 days following receipt of the Claims Notice to make such investigation at the expense of the Indemnifying Party Claimof the Asserted Liability as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Indemnified Party shall deliver an Indemnity Notice with reasonable promptness agrees to make available to the Indemnifying Party. The failure or delay Party the information relied upon by any the Indemnified Party to give substantiate the Indemnity Notice Asserted Liability and such other information in its possession that the Indemnifying Party may reasonably request for purposes of such investigation; provided, however, that the Indemnified Party shall not impair be required to provide to or share with the Indemnifying Party any materials that are protected by the attorney-client privilege. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of said 30 day period (or any mutually agreed upon extension thereof) on the validity and amount of such party’s rights hereunder except Asserted Liability, the Indemnifying Party shall promptly pay to the Indemnified Party the agreed-to amount of the Claim by wire transfer of immediately available funds to an account designated by the Indemnified Party, or, to the extent that all or any portion of the indemnification payment is to be paid out of the Escrow Fund, Parent and the Stockholder Representative shall give the Escrow Agent a joint written instruction for payment of such funds in accordance with the Escrow Agreement. If the Indemnified Party and the Indemnifying Party is actually prejudiced do not agree prior to the expiration of such 30-day period (as such period may be extended by mutual agreement) on the validity and amount of such failure or delay. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described in such Indemnity Notice within the Dispute PeriodAsserted Liability, the Loss indemnified in the Indemnity Notice will be conclusively deemed a Liability then each of the Indemnified Party under Section 7.1 and the Indemnifying Party shall pay may pursue the amount of such Loss to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability with respect to such claim or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim described in such Indemnity Notice, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations within the Resolution Period, such dispute shall be resolved by litigation in a court of competent jurisdictionremedies available under this Agreement.

Non-Third Party Claims. In the event any Indemnified Party should have a claim under Section 7.1 against any Indemnifying Party that hereunder which does not involve a Third-Third Party Claim, the Indemnified Party shall deliver an Indemnity Notice with reasonable promptness transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of damages attributable to such claim, and the basis of the Indemnified Party. The failure or delay ’s request for indemnification under this Agreement, and such further information as may be reasonably requested by any Indemnified Party to give the Indemnity Notice shall not impair such party’s rights hereunder except to the extent that the Indemnifying Party is actually prejudiced by such failure or delayParty. If the Indemnifying Party notifies does not notify the Indemnified Party within ten (10) days from the Indemnifying Party’s receipt of the Indemnity Notice that it does not dispute the Indemnifying Party either disputes such claim and the reasons therefor, or reasonably needs further information, the claim described in such Indemnity Notice within specified by the Dispute Period, the Loss indemnified Indemnified Party in the Indemnity Notice will shall be conclusively deemed admitted in full and a Liability liability of the Indemnified Party under Section 7.1 and the Indemnifying Party shall pay the amount of such Loss to the Indemnified Party on demandhereunder. If the Indemnifying Party has timely disputed its liability with respect to requests further information and then does not dispute such claim or fails to notify and set forth the reasons therefor within ten (10) days after receipt of such information, then the claim specified by the Indemnified Party within in the Dispute Period whether Indemnity Notice shall be deemed admitted in full and a liability of the Indemnifying Party disputes the claim described in such Indemnity Notice, the hereunder. The Indemnifying Party and the Indemnified Party will proceed shall negotiate in good faith to negotiate a resolution resolve any such claim for indemnification within thirty (30) days of receipt of the Indemnity Notice (the “Negotiation Period”). If such claim is not settled within the Negotiation Period, the dispute and, if not shall then be resolved through negotiations within binding arbitration in accordance with the Resolution Period, such dispute shall be resolved by litigation in a court applicable provisions of competent jurisdiction.Article X.

Non-Third Party Claims. In the event that any Indemnified Party should have Person entitled to indemnification under this Agreement (an "INDEMNIFIED PARTY") asserts a claim under Section 7.1 against any Indemnifying Party that for indemnification which does not involve a Third-Third Party ClaimClaim (as defined in Section 5.4.2) against which a Person is required to provide indemnification under this Agreement (an "INDEMNIFYING PARTY"), the Indemnifying Party may acknowledge and agree by notice to the Indemnified Party shall deliver an Indemnity Notice with reasonable promptness in writing to satisfy such claim within 30 days of receipt of notice of such claim from the Indemnifying Indemnified Party. The failure or delay by any Indemnified Party to give In the Indemnity Notice shall not impair such party’s rights hereunder except to the extent event that the Indemnifying Party is actually prejudiced by disputes such failure or delay. If claim, the Indemnifying Party notifies shall provide written notice of such dispute to the Indemnified Party within 30 days of receipt of written notice of such claim, setting forth a reasonable basis of such dispute. In the event that the Indemnifying Party shall fail to provide written notice to the Indemnified Party within 30 days of receipt of notice from the Indemnified Party that it does not dispute the Indemnifying Party either acknowledges and agrees to pay such claim described in or disputes such Indemnity Notice within the Dispute Periodclaim, the Loss indemnified Indemnifying Party shall be deemed to have acknowledged and agreed to pay such claim in full and to have waived any right to dispute such claim. Once the Indemnity Notice will be conclusively deemed Indemnifying Party has acknowledged and agreed to pay any claim pursuant to this Section 5.4.1 or once any dispute under 28 29 this Section 5.4.1 has been finally resolved in favor of indemnification by a Liability court or other tribunal of competent jurisdiction, subject to the Indemnified Party under provisions of Section 7.1 and 5.6.1, the Indemnifying Party shall pay the amount of such Loss claim to the Indemnified Party on demand. If within 10 days of the Indemnifying Party has timely disputed its liability with respect date of acknowledgement or resolution, as the case may be, to such claim or fails to notify account and in such manner as is designated in writing by the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim described in such Indemnity Notice, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations within the Resolution Period, such dispute shall be resolved by litigation in a court of competent jurisdictionParty.

Non-Third Party Claims. In the event any Indemnified Party should have a claim under Section 7.1 an Indemnification Claim against any Indemnifying Party that does not involve a Third-Third Party ClaimClaim (as defined below), the Indemnified Party shall deliver written notification (an “Indemnity Notice Notice”) of a claim for indemnity specifying the nature of and basis for such claim, together with the amount or, if not then reasonably ascertainable, the estimated amount, determined in good faith, of such claim with reasonable promptness to the Indemnifying Party. The failure or delay by any Indemnified Party to give the Indemnity Notice shall not impair such party’s rights hereunder except to the extent that the Indemnifying Party is actually prejudiced by such failure or delay. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described in such Indemnity Notice within the Dispute Period, the Loss indemnified in the Indemnity Notice will be conclusively deemed a Liability of the Indemnified Party under Section 7.1 and the Indemnifying Party shall pay the amount of such Loss to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability with respect to such claim or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim described in such Indemnity Notice, such undisputed Indemnifiable Claim in the amount of the Indemnifiable Loss specified in the Indemnity Notice will be conclusively deemed a liability of the Indemnifying Party under Section 12.2 and, unless otherwise provided in Section 12.4, the Indemnifying Party shall pay the amount of such Indemnifiable Loss to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability with respect to such claim, the Indemnifying Party and the Indemnified Party will proceed attempt in good faith for sixty (60) days to negotiate a resolution of such dispute and, if not resolved through negotiations within dispute. If no agreement can be reached after such good faith negotiation between the Resolution Periodparties, such dispute shall be resolved by litigation in a court of competent jurisdictionpursuant to Section 12.3(c).

Non-Third Party Claims. In the event any Indemnified Party INDEMNIFIED PARTY should have a claim under Section 7.1 against any Indemnifying Party INDEMNIFYING PARTY that does not involve a Third-Party ClaimTHIRD PARTY CLAIM, the Indemnified Party INDEMNIFIED PARTY shall deliver an Indemnity Notice INDEMNITY NOTICE with reasonable promptness to the Indemnifying PartyINDEMNIFYING PARTY. The failure or delay by any Indemnified Party INDEMNIFIED PARTY to give the Indemnity Notice INDEMNITY NOTICE shall not impair such party’s rights hereunder except to the extent that the Indemnifying Party INDEMNIFYING PARTY is actually prejudiced by such failure or delay. If the Indemnifying Party INDEMNIFYING PARTY notifies the Indemnified Party INDEMNIFIED PARTY that it does not dispute the claim described in such Indemnity Notice INDEMNITY NOTICE within the Dispute PeriodDISPUTE PERIOD, the Loss LOSS indemnified in the Indemnity Notice INDEMNITY NOTICE will be conclusively deemed a Liability LIABILITY of the Indemnified Party INDEMNIFIED PARTY under Section 7.1 and the Indemnifying Party INDEMNIFYING PARTY shall pay the amount of such Loss LOSS to the Indemnified Party INDEMNIFIED PARTY on demand. If the Indemnifying Party INDEMNIFYING PARTY has timely disputed its liability with respect to such claim or fails to notify the Indemnified Party INDEMNIFIED PARTY within the Dispute Period DISPUTE PERIOD whether the Indemnifying Party INDEMNIFYING PARTY disputes the claim described in such Indemnity NoticeINDEMNITY NOTICE, the Indemnifying Party INDEMNIFYING PARTY and the Indemnified Party INDEMNIFIED PARTY will proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations within the Resolution PeriodRESOLUTION PERIOD, such dispute shall be resolved by litigation in a court of competent jurisdiction.