Common use of Non-Third Party Claims Clause in Contracts

Non-Third Party Claims. With respect to any claim for indemnification hereunder which does not involve a third party claim, the Indemnified Party will give the Indemnifying Party written notice of such claim. The Indemnifying Party may acknowledge and agree by notice to the Indemnified Party in writing to satisfy such claim within twenty (20) days of receipt of notice of such claim from the Indemnified Party. If the Indemnifying Party 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 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. Once (a) the 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, or (c) any dispute under this Section 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 claim to the Indemnified Party within twenty (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. With respect to In the event any Seller Indemnitee should have a claim for indemnification hereunder which against any indemnitor under this Agreement that does not involve a third party claimSeller Third-Party Claim, the Indemnified Party will give the Indemnifying Party written notice Seller Indemnitee shall deliver a Claim Notice to such indemnitor promptly following discovery of such claim. The Indemnifying Party may acknowledge and agree by notice any indemnifiable Loss, but subject to the Indemnified Party time limit described in writing to satisfy such claim within twenty (20) days of receipt of notice of such claim from the Indemnified PartySection 8.3(b). If the Indemnifying Party shall dispute such claimSuch Claim Notice shall, the Indemnifying Party shall provide written notice of such dispute to the Indemnified Party within such 20-day periodextent known by Seller Indemnitee at the time, setting forth state in reasonable detail the basis amount or an estimated amount of such disputeclaim, and shall specify the facts and circumstances, to the extent known by Seller Indemnitee at the time, which form the basis (or bases) for such claim, and shall further specify the representations, warranties or covenants alleged to have been breached. Failure to give a Claim Notice shall not affect the indemnification provided hereunder except to the extent Buyer or Parent shall have been actually prejudiced as a result of such failure. Upon receipt of notice of any Claim Notice, Buyer and Parent shall notify Seller Indemnitee as to whether Buyer or Parent accepts liability for any Loss. If Buyer or Parent disputes its liability with respect to such disputeclaim, as provided above, the Indemnified Party and the Indemnifying Party parties shall use reasonable efforts attempt to resolve such dispute in accordance with the terms and provisions of Section 11.8. All amounts due to Seller Indemnitee as so finally determined in accordance with Section 11.8 shall be paid by wire transfer within thirty (30) days after such final determination. Exclusive Remedy. From and after the Closing, except: (i) in the event of fraud or willful misrepresentation (in which case the parties shall be entitled to exercise all of their rights, and seek all damages available to them, under law or equity); or (ii) for specific performance of obligations to be performed after the Closing Date, the sole and exclusive remedy of the date such notice parties hereto for breach 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 the Indemnifying Party either acknowledges and agrees to pay such claim or disputes such claim, the Indemnifying Party this Agreement shall be deemed to have acknowledged and agreed to pay such claim indemnification in full and to have waived any right to dispute such claim. Once (a) the Indemnifying Party has acknowledged and agreed to pay any claim pursuant to accordance with 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, or (c) any dispute under this Section 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 claim to the Indemnified Party within twenty (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 PartyArticle 8.

Non-Third Party Claims. With respect Parent will send a Notice of Claim to the Stockholder Representative promptly following discovery by any Parent Indemnitee of any matter that gives rise to a claim for indemnification hereunder which of indemnity pursuant hereto and that does not involve a third party claimThird Party Claim being asserted against it. Concurrently therewith Parent shall send a duplicate copy of such Notice of Claim to the Escrow Agent. Subject to Section 9.4(a), failure or delay in notifying the Indemnified Party Stockholder Representative will give not relieve the Indemnifying Party written notice Company Securityholders of any liability they may have to the Parent Indemnitee, except and only to the extent that such failure or delay causes harm to the Company Securityholders with respect to such claim. The Indemnifying Party may acknowledge Stockholder Representative will reasonably cooperate and agree by notice to assist the Indemnified Party Parent Indemnitee in writing to satisfy such claim within twenty (20) days of receipt of notice of such claim from determining the Indemnified Party. If the Indemnifying Party 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 validity of the date such notice of dispute is receivedclaim for indemnity. 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 the Indemnifying Party either acknowledges and agrees to pay such claim or disputes such claim, the Indemnifying Party Nothing in this Agreement shall be deemed to have acknowledged and agreed to pay prevent a Parent Indemnitee from making a claim hereunder for potential or contingent claims or demands that may be made by a third party; provided, that the Notice of Claim sets forth the specific basis for any such claim in full and to have waived any right to dispute such claim. Once (a) the 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, or (c) any dispute under this Section 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 contingent claim to the Indemnified Party within twenty (20) days of extent then feasible and the Parent Indemnitee has reasonable grounds to believe that it is more likely than not that such a claim will be made by a third party and Parent has established a reserve for such a claim on its financial statements in accordance with GAAP; provided, further that with respect to any such claim made either after the date that is eighteen (18) months following the Closing Date [***], Parent may cause a portion of acknowledgement [***] equal or up to the Claimed Amount with respect thereto to be placed in a separate escrow account, established and paid for by Parent with the Indemnifying Party Escrow Agent, which shall remain available to indemnify Parent for such Losses until the resolution of such Indemnification Claim pursuant to the procedures set forth herein; provided, further that, for the avoidance of doubt, no Parent Indemnitee will be entitled to receive an indemnification payment (or final resolution in favor exercise a right of indemnification, as the case may be, setoff) pursuant to such account and Section 9.4 with respect to Losses for matters specified in such manner as is designated in writing by the Indemnified Partya Notice of Claim unless and until it actually incurs such Losses.

Non-Third Party Claims. With respect to any claim for indemnification hereunder which does not involve a third party claim, the Indemnified Party will give the Indemnifying Party written notice of such claim. The Indemnifying Party may acknowledge and agree by notice to the Indemnified Party in writing to satisfy such claim within twenty (20) days of receipt of notice of such claim from the Indemnified Party. If the Indemnifying Party shall dispute such claim, the Indemnifying Party shall provide written notice of such dispute to the Indemnified Party within such twenty (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 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. Once (a) the Indemnifying Party has acknowledged and agreed to pay any claim pursuant to this Section 10.38.3, (b) any dispute under this Section 10.3 8.3 has been resolved in favor of indemnification by mutual agreement of the Indemnifying Party and the Indemnified Party, or (c) any dispute under this Section 10.3 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 claim to the Indemnified Party within twenty (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. With respect to any claim for indemnification hereunder which does not involve a third party claim, the Indemnified Party will give the Indemnifying Party written notice of such claim. The Indemnifying Party may acknowledge and agree by notice to the Indemnified Party in writing to satisfy such claim within twenty thirty (2030) days of after receipt of notice of such claim from the Indemnified Party. If the Indemnifying Party shall dispute such claim, the Indemnifying Party shall provide written notice of such dispute to the Indemnified Party within such 20-day thirty (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 commercially reasonable efforts to resolve such dispute within thirty (30) days of after the date such notice of dispute is received. If the Indemnifying Party shall fail to provide written notice to the Indemnified Party within twenty thirty (2030) days of after 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. Once (ai) the Indemnifying Party has acknowledged and agreed to pay any claim pursuant to this Section 10.39.3, (bii) any dispute under this Section 10.3 9.3 has been resolved in favor of indemnification by mutual agreement of the Indemnifying Party and the Indemnified Party, or (ciii) any dispute under this Section 10.3 9.3 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 within twenty (20) days after the date of acknowledgement by the Indemnifying Party shall pay the amount of such claim to the Indemnified Party within twenty (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. With respect to any If a claim for indemnification hereunder which Losses (a “Claim”) is to be made by any Indemnified Party that does not involve a third party claimparty, such Indemnified Party shall give written notice (a “Claim Notice”) to the Seller Representative if the Claim Notice is being given by a Buyer Indemnified Party and to Buyer if the Claim Notice is being given by an Seller Indemnified Party, in each case, 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 9.2, which Claim Notice shall specify in reasonable detail, to the extent reasonably known and practicable at such time, the amount of the Claim and each individual item of Loss included in the amount so stated and the basis for indemnification. The failure of any Indemnified Party to give timely notice hereunder shall not affect such Indemnified Party’s rights to indemnification hereunder, except to the extent the applicable Indemnifying Parties are actually prejudiced by such delay or failure, in which case the amount of reimbursement to which the Indemnified Party will give is entitled shall be reduced by the amount, if any, by which the Indemnified Party’s Losses would have been less had such Claim Notice been timely given. If the applicable Indemnifying Party written notice of such claim. The Indemnifying Party may acknowledge and agree by notice to Parties notify the Indemnified Party that they do not dispute the Claim described in writing such Claim Notice or fail to satisfy such claim within twenty (20) days of receipt of notice of such claim from the Indemnified Party. If the Indemnifying Party 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 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 date such notice of dispute is receivedIndemnifying Party under Section 9.2(a) or Section 9.2(b), as applicable. If the applicable Indemnifying Party shall fail Parties dispute their liability with respect to provide written notice to such Claim or the Indemnified Party within twenty (20) days estimated amount 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. Once (a) the Indemnifying Party has acknowledged and agreed to pay any claim Losses pursuant to this Section 10.39.4 within thirty (30) days following receipt of such Claim Notice, (b) any the parties shall attempt in good faith to resolve such dispute; provided, that if such dispute under this Section 10.3 has not been resolved in favor within sixty (60) days following receipt of indemnification by mutual agreement of the Indemnifying Party and the Indemnified Party, or (c) any dispute under this Section 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 disputeClaim Notice, then the Indemnifying Party Parties and the Indemnified Parties may seek legal redress in accordance with Article X. In the event the parties seek legal redress, the prevailing party shall pay be entitled to recover from the amount of other party its expenses (including reasonable attorney’s fees) incurred in connection with any such claim action. In the event the Seller Representative is such prevailing party such expenses shall be delivered to the Indemnified Party within twenty (20) days Seller Representative to be held in escrow as part of the date Seller Representative Amount in accordance with the terms 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 Partythis Agreement.

Non-Third Party Claims. With respect to any In the event a Parent Indemnified Party has a claim for indemnification hereunder which that does not involve a claim being asserted against or sought to be collected by a third party claimparty, the Parent Indemnified Party will give the Indemnifying Party written notice of shall with reasonable promptness send a Claim Notice with respect to such claim. The Indemnifying Party may acknowledge and agree by notice claim to the Principals, as Shareholder Representative of the Company Stockholders and the Escrow Agent (if applicable). If both the Principals, as Shareholder Representative for the Company Stockholders do not notify the Parent Indemnified Party in writing to satisfy such claim within twenty ten (2010) calendar days from the date of receipt of notice of such claim from the Indemnified Party. If the Indemnifying Party 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 Claim Notice that the Indemnifying Party either acknowledges and agrees to pay such claim or indemnifying party disputes such claim, the Indemnifying amount of such claim shall be conclusively deemed a liability of the indemnifying party hereunder. In case the Principals, as Shareholder Representative for the Company Stockholders shall object in writing to any claim made in accordance with this Section 6.03(b), the Parent Indemnified Party shall have fifteen (15) calendar days to respond in a written statement to the objection of the Principals, as Shareholder Representative of the Company Stockholders. If after such fifteen (15) calendar day period there remains a dispute as to any claim, the parties shall attempt in good faith for sixty (60) calendar days to agree upon the rights of the respective parties with respect to each of such claims. If the Parent Indemnified Parties and the Principals, as Shareholder Representative of the Company Stockholders should so agree, a memorandum setting forth such agreement shall be deemed prepared and signed by the Parent Indemnified Parties and the Principals, as Shareholder Representative of the Company Stockholders, which agreement shall be binding on all of the Company Stockholders and the Company Stockholders agree that the Principals shall have the power to have acknowledged act for all of them as their respective Shareholder Representative. If the parties do not so agree, and agreed to pay such a claim in full and to have waived any right to dispute such claim. Once (a) the 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 made against the Escrow Fund, the Escrow Agent shall refrain from disbursing any portion of the Indemnifying Party and Escrow Fund until resolution of such dispute in the Indemnified Party, form of (i) a final written decision of an arbitrator or (cii) any dispute under this Section 10.3 has been finally resolved in favor of indemnification by a final non-appealable 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 claim to the Indemnified Party within twenty (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 Partyjurisdiction.

Non-Third Party Claims. With respect to any Any claim for indemnification hereunder which does not involve a third party claimThird Party Claim (as defined in Section 8.05(b) below) may be asserted by giving written notice describing in reasonable detail the matter giving rise to the indemnification obligation under this Agreement (an “Indemnification Notice”) to the Indemnifying Party. Upon receipt of an Indemnification Notice, the Indemnified Party will give the Indemnifying Party written notice of such claim. The Indemnifying Party may (a) acknowledge and agree by notice to the Indemnified Party in writing to satisfy such claim within twenty (20) 45 days of receipt of notice of the Indemnification Notice or (b) dispute such claim from the Indemnified Party. If In the event that the Indemnifying Party shall dispute disputes such claim, the Indemnifying Party shall provide written notice of such dispute to the Indemnified Party within 15 Business Days of receipt of the Indemnification Notice for such 20-day periodclaim, setting forth in a reasonable detail the basis of for such dispute. Upon receipt of notice of any such dispute, the Indemnified Party dispute (a “Dispute Notice”) and the Indemnifying Party shall use reasonable efforts parties will negotiate in good faith to resolve such dispute for a period of 30 days from delivery of the Dispute Notice. If the parties are unable to resolve such dispute within thirty (such 30) days -day period, the dispute shall be governed by Section 10.09 of this Agreement. In the date such notice of dispute is received. If event that the Indemnifying Party shall fail to provide written notice to the Indemnified Party within twenty (20) 45 days of receipt of notice an Indemnification 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 claimfull. Once (a) the Indemnifying Party has acknowledged and agreed to pay any claim pursuant to this Section 10.3Section, (b) or once 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, or (c8.05(a) any dispute under this Section 10.3 has been finally resolved in favor of indemnification by order of a court or other tribunal of competent jurisdiction or other tribunal (including an arbitrator contemplated by this agreement) having jurisdiction over such disputein accordance with Section 10.09, then the Indemnifying Party shall pay the amount of such claim to the Indemnified Party within twenty (20) 10 days of the date of acknowledgement by the Indemnifying Party or final resolution in favor of indemnificationresolution, 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. With respect The indemnity obligations of an Indemnifying Person under this Article 10 arising out of or relating to any claim for Claim by an Indemnified Person, other than in respect of a Third Party Claim, shall be subject to the following terms and conditions: (a) An Indemnified Person seeking indemnification hereunder which does not involve a third party claim, the Indemnified Party will under this Article 10 shall give the Indemnifying Party written Person notice of such claim. The Indemnifying Party may acknowledge Claim (each such notice, a “Notice of Claim”) stating (to the extent known or reasonably anticipated) the nature and agree by notice basis of such Claim and, to the extent available to the Indemnified Party Person the amount thereof (the “Claim Amount”); provided, however, that the failure to give such Notice of Claim shall not affect the rights of the Indemnified Person hereunder except to the extent that the Indemnifying Person shall have been actually and materially prejudiced by reason of such failure. Any Notice of Claim delivered pursuant to this Section 10.3 may be supplemented, and any Claim Amount may be increased, added or supplemented, at a later date by the Indemnified Person. (b) If the Indemnifying Person does not contest all or any portion of such Claim or Claim Amount, then the Indemnifying Person shall pay the uncontested portion thereof promptly, and in writing to satisfy such claim any case, within twenty (20) days of Business Days after receipt of notice the Notice of such claim from the Indemnified Party. Claim. (c) If the Indemnifying Party shall dispute Person objects to such claimClaim or Claim Amount, or any portion thereof, as specified in such Notice of Claim, the Indemnifying Party shall provide written notice of such dispute to the Indemnified Party within such 20-day periodPerson shall, 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 Business Days after receipt of notice from any such Notice of Claim, deliver to the Indemnified Party that Person a written notice (a “Reply Certificate”) in reasonable detail, its objection to the Indemnifying Party either acknowledges applicable Claim or Claim Amount and agrees to pay such claim or disputes such claimthe extent practicable, the Indemnifying Party shall be deemed to have acknowledged nature and agreed to pay basis for such claim in full and to have waived any right to dispute such claimobjection. Once (a) the Indemnifying Party has acknowledged and agreed to pay any claim Any Reply Certificate delivered pursuant to this Section 10.310.3(c) may be supplemented later by the Indemnifying Person. (d) If the Indemnifying Person delivers (i) a timely Reply Certificate in accordance with Section 10.3(c) or (ii) a Reply Certificate that is not timely in accordance with Section 10.3(c), but is delivered to the Indemnified Person no later than one hundred twenty (b120) Business Days after receipt of the Notice of Claim and such Indemnified Person is not actually and materially prejudiced by reason of such delay, then in each case, the Indemnifying Person shall not be required to pay the contested portion of any dispute under this Section 10.3 has been resolved Claim Amount referred to in favor of indemnification by such Reply Certificate until either (A) a mutual written, binding agreement of the Indemnifying Party Indemnified Person and the Indemnified Party, Indemnifying Person has been executed and delivered as to the payment of the Claim Amount (or any other amount mutually agreed upon by such Parties) or (cB) any dispute under this Section 10.3 a final non-appealable Governmental Order has been finally resolved entered resolving the Claims contested in favor of indemnification by order of such Reply Certificate and indicating that the Indemnified Person is entitled to such Claim Amount. (e) If the Indemnifying Person (i) does not deliver a court of competent jurisdiction Reply Certificate or other tribunal (including an arbitrator contemplated by this agreementii) having jurisdiction over such disputesubmits a Reply Certificate that is not timely in accordance with Section 10.3(c) and it does not satisfy the conditions set forth in Section 10.3(d)(ii), then the Indemnifying Party Person shall pay the amount Claim Amount referred to in the Notice of such claim to the Indemnified Party Claim promptly, and in any case, within twenty one hundred fifty (20150) days Business Days after receipt of the date Notice 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 PartyClaim.

Non-Third Party Claims. With respect to any claim for indemnification hereunder which does not involve a third party Third-Party claim, the Indemnified Party will give the Indemnifying Party written notice of such claim. The Indemnifying Party may acknowledge and agree by notice to the Indemnified Party in writing to satisfy such claim within twenty thirty (2030) days of receipt of notice of such claim from the Indemnified Party. If the Indemnifying Party shall dispute such claim, the Indemnifying Party shall provide written notice of such dispute to the Indemnified Party within such 2030-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 thirty (2030) 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. Once (a) the Indemnifying Party has acknowledged and agreed to pay any claim pursuant to this Section 10.39.3, (b) any dispute under this Section 10.3 9.3 has been resolved in favor of indemnification by mutual agreement of the Indemnifying Party and the Indemnified Party, or (c) any dispute under this Section 10.3 9.3 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 disputepursuant to Article IX hereof, then if the Indemnified Party is the Buyer, the Buyer may set-off against payments due to Seller or Shareholder pursuant to this Agreement or the Employment Agreement or Consulting Agreement or if the Indemnified Party is the Seller or if the amount of the claim cannot be fully satisfied by set-off against payments due pursuant to this Agreement or the Employment Agreement or the Consulting Agreement, the Indemnifying Party shall pay the amount of such claim to the Indemnified Party within twenty (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. With respect to any If a claim for indemnification hereunder which Losses (a “Claim”) is to be made by any Indemnified Party that does not involve a third party claimThird Party, such Indemnified Party shall give written notice (a “Claim Notice”) to Holder Representative (and, prior to the twelve (12) month anniversary of the Closing Date, the Escrow Agent) if the Claim Notice is being given by a Parent Indemnified Party and to Parent if the Claim Notice is being given by a Stockholder Indemnified Party, in each case, 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 (and in any case, within 14 days of such event), which Claim Notice shall specify in reasonable detail, to the extent reasonably known and practicable at such time, the amount of the Claim and each 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 of any Indemnified Party to give timely notice hereunder shall not affect such Indemnified Party’s rights to indemnification hereunder, except (i) to the extent the applicable Indemnifying Parties are actually prejudiced by such delay or failure, in which case the amount of reimbursement to which the Indemnified Party will give is entitled shall be reduced by the Indemnifying Party written notice of such claim. The Indemnifying Party may acknowledge and agree amount, if any, by notice to the Indemnified Party in writing to satisfy such claim within twenty (20) days of receipt of notice of such claim from which the Indemnified Party. If ’s Losses would have been less had such Claim Notice been timely given or (ii) if such notice is not provided prior to the expiration of the applicable survival period for making such claim set forth in Section 8.1, in which case the Indemnifying Party shall dispute such claim, the Indemnifying Party shall provide written notice be released from its obligations under this Article VIII in respect of such dispute to Claim. If the applicable Indemnifying Parties notify the Indemnified Party within that they do not dispute the claim described in 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 Claim Notice or fail to resolve such dispute 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 date such notice of dispute is receivedIndemnifying Party under Section 8.2(a) or Section 8.2(b), as applicable. If the applicable Indemnifying Party shall fail Parties dispute their liability with respect to provide written notice to such Claim or the Indemnified Party within twenty (20) days estimated amount 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. Once (a) the Indemnifying Party has acknowledged and agreed to pay any claim Losses pursuant to this Section 10.38.4 within thirty (30) days following receipt of such Claim Notice, (b) any the parties shall attempt in good faith to resolve such dispute; provided, that if such dispute under this Section 10.3 has not been resolved in favor within thirty (30) ​ ​ days following receipt of indemnification by mutual agreement such dispute of the Claim Notice, then the Indemnifying Party and the Indemnified Party, or (c) any dispute under this Section 10.3 has been finally resolved Party may seek legal redress 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 claim to the Indemnified Party within twenty (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 Partyaccordance with Article IX.

Non-Third Party Claims. With respect The following shall apply to claims between the parties that do not involve a third party: (i) The party entitled to indemnification hereunder (in such capacity, the "Indemnified Party") shall give written notice (a "Notice of Claim") to Purchaser (in the case of a claim for indemnification by a Seller Indemnified Party) or the Seller Representative (in the case of a claim for indemnification by a Purchaser Indemnified Party) (in such capacity, the "Indemnifying Party") within a reasonable period of time after becoming aware of any Losses that the Indemnified Party shall have determined have given rise to, or could reasonably be expected to give rise to, a claim for indemnification hereunder which does not involve a third party (each, an "Indemnifiable Claim"), and shall provide to the Indemnifying Party as soon as practicable thereafter all information and documentation reasonably necessary to support and verify such claim; provided, that the right of the Indemnified Party will to indemnification shall be reduced in the event of its failure to give timely notice only if and to the extent the Indemnifying Party written notice of such claimis prejudiced thereby. The Indemnifying Party may acknowledge shall be given reasonable access to all books and agree records in the possession or under the control of the Indemnified Party which the Indemnifying Party reasonably determines to be related to such claim. (ii) Any liability for indemnification under this Section 9.1.4 shall be paid by the Indemnifying Party within fifteen (15) days after its receipt of a Notice of Claim in immediately available funds in U.S. dollars; provided that if a contest notice is given to the Indemnified Party in writing to satisfy such claim within twenty (20) days of receipt of notice of such claim from the Indemnified Party. If by the Indemnifying Party shall dispute such claim, the Indemnifying Party shall provide written notice of such dispute to the Indemnified Party within such 20fifteen-day period, setting forth such payment shall not be required until the dispute is resolved, and either party may at any time thereafter commence a legal proceeding in reasonable detail accordance with this Agreement to resolve the basis contested assertion of such disputean Indemnifiable Claim. Upon receipt of notice of any such dispute, the Indemnified Party and Any liability for indemnification under this Section 9.1.4 shall be paid by the Indemnifying Party shall use reasonable efforts to resolve such dispute in immediately available funds in U.S. dollars within thirty fifteen (3015) days of the date after such notice of dispute liability is receivedfinally determined. 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 the Indemnifying Party either acknowledges and agrees to pay such claim or disputes such claim, the Indemnifying Party Liability for an Indemnifiable Claim hereunder 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 Indemnifying Party has acknowledged and agreed to pay any claim pursuant to be "finally determined" for purposes of 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, or (c) any dispute under this Section 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 claim to the Indemnified Party within twenty (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 Party9.

Non-Third Party Claims. With respect to any If a claim for indemnification hereunder which Losses (a “Claim”) is to be made by any Indemnitee that does not involve a third party claimparty, such Indemnitee shall give written notice (a “Claim Notice”) to the Parent if the Claim Notice is being given by a Buyer Indemnified Party and to Buyer and Buyer Parent if the Claim Notice is being given by a Seller Indemnified Party, in each case, promptly after such Indemnitee becomes aware of any fact, condition or event giving rise to Losses for which indemnification may be sought under Section 11.02(a) or 11.02(b), which Claim Notice shall specify in reasonable detail, to the extent reasonably practicable at such time, the Indemnified Party will give amount of the Indemnifying Party written notice Claim and the Losses included in the amount so stated, the date (if any) such item was incurred or suffered, the basis for any anticipated liability and the nature of the misrepresentation, default, breach of warranty or breach of covenant or claim to which each such claimitem is related. The Indemnifying Party may acknowledge and agree by failure of any Indemnitee to give timely notice hereunder shall not affect such Indemnitee’s rights to indemnification hereunder, except to the Indemnified Party in writing extent the applicable Indemnitor is actually prejudiced by such delay or failure, and the amount of reimbursement to satisfy which the Indemnitee is entitled shall be reduced by the amount, if any, by which the Indemnitee’s Losses would have been less had such claim within twenty (20) days of receipt of notice of such claim from the Indemnified PartyClaim Notice been timely given. If the Indemnifying Party shall applicable Indemnitor notifies the Indemnitee that it does not dispute the claim described in such claimClaim Notice or fails to respond within 30 days following receipt of such Claim Notice, the Indemnifying Party shall provide written notice of such dispute to Losses identified in 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 Claim Notice will be conclusively deemed a liability of the date such notice of dispute is receivedIndemnitor under Section 11.02(a) or 11.02(b), as applicable. If the Indemnifying Party shall fail applicable Indemnitor disputes its liability with respect to provide written notice to such Claim or the Indemnified Party within twenty (20) days estimated amount 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. Once (a) the Indemnifying Party has acknowledged and agreed to pay any claim Losses pursuant to this Section 10.311.05, (b) any the parties shall attempt in good faith to resolve such dispute; provided, that if such dispute under this Section 10.3 has not been resolved in favor within 90 days following receipt of indemnification by mutual agreement of the Indemnifying Party and the Indemnified Party, or (c) any dispute under this Section 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 disputeClaim Notice, then the Indemnifying Party shall pay Indemnitor and the amount Indemnitee may seek legal redress in accordance with the terms of such claim to the Indemnified Party within twenty (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 Partythis Agreement.

Non-Third Party Claims. With respect A Buyer Indemnitee shall deliver a Claims Notice to the Indemnitor in accordance with Section 7.4(b) promptly upon its discovery of any claim matter for indemnification which the Indemnitor may be liable to the Buyer Indemnitee hereunder which that does not involve a third party claimThird Party Claim, which Claims Notice shall also state (a) that the Indemnified Party Buyer Indemnitee has paid or properly accrued Losses or anticipates that it will give the Indemnifying Party written notice of incur liability for Losses for which such claim. The Indemnifying Party may acknowledge Buyer Indemnitee is entitled to indemnification pursuant to this Agreement, and agree by notice to the Indemnified Party in writing to satisfy such claim within twenty (20b) days of receipt of notice of such claim from the Indemnified Party. If the Indemnifying Party 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 item was paid or accrued, if such item has been paid or accrued. The Buyer Indemnitee shall reasonably cooperate and assist the Indemnitor in determining the validity of dispute is receivedany claim for indemnity by the Buyer Indemnitee and in otherwise resolving such matters. If Such assistance and cooperation shall include providing reasonable access to and copies of information, records and documents relating to such matters and furnishing Employees to assist in the Indemnifying Party shall fail to provide written notice to the Indemnified Party within twenty (20) days investigation, defense and resolution of receipt of notice from the Indemnified Party that the Indemnifying Party either acknowledges and agrees to pay such claim or disputes such claimmatters; provided that, the Indemnifying Party Indemnitor shall be deemed obligated to have acknowledged reimburse the Buyer Indemnitees for the amount of any reasonable and agreed to pay such claim in full documented costs of photocopying documents, records and to have waived information. After the delivery of any right to dispute such claim. Once (a) the Indemnifying Party has acknowledged and agreed to pay any claim Claims Notice pursuant to this Section 10.37.5, (b) any dispute the amount of indemnification to which a Buyer Indemnitee shall be entitled under this Section 10.3 has been resolved in favor of indemnification Article 7 shall be determined by mutual (i) the written agreement of the Indemnifying Party Buyer Indemnitee and the Indemnified PartyIndemnitor, (ii) a final Governmental Order of any Governmental Authority of competent jurisdiction, or (ciii) any dispute under this Section 10.3 has been finally resolved in favor of indemnification by order other means to which the Buyer Indemnitee and the Indemnitor shall agree. The Governmental Order 738336390 of a court of competent jurisdiction shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or other tribunal (including an arbitrator contemplated by this agreement) having jurisdiction over such dispute, then the Indemnifying Party when all appeals taken shall pay the amount of such claim to the Indemnified Party within twenty (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 Partyhave been finally determined.

Non-Third Party Claims. With In the event an Indemnified Party claims a right to payment pursuant to this Article IX not involving a Third Party Claim, such Indemnified Party shall send written notice of such claim (“Claim Notice”) to the to the Purchaser, if the Purchaser is the Indemnifying Party, or Holdco, if the Sellers are the Indemnifying Parties. The Claim Notice shall describe in reasonable detail the facts giving rise, or that could reasonably be expected to give rise, to the claim for indemnification hereunder that is the subject to the Claim Notice. The Claim Notice shall include (if and to the extent then known) the amount and the method of computation of the amount of such claim, and a reference to the provision or provisions of this Agreement or any agreement, certificate or instrument executed pursuant hereto or in connection herewith upon which such claim is based and all material documentation relevant to the claim (to the extent not previously provided under this Section 9.3(b)). The failure by any Indemnified Party to so notify the Indemnifying Party shall relieve the Indemnifying Party from any liability that it may have to such Indemnified Party with respect to any claim for indemnification hereunder which does not involve a third party claimmade pursuant to this Section 9.3(b) if, and only to the Indemnified Party will give extent that, such failure to so notify the Indemnifying Party written notice of such claimmaterially prejudices the Indemnifying Party. The Indemnifying Party may acknowledge (acting through Holdco, in the case of indemnification sought by a Purchaser Indemnified Party, and acting through the Purchaser, in the case of indemnification sought by a Seller Indemnified Party) shall have thirty (30) days after the giving of any proper Claim Notice pursuant hereto to (i) agree by notice to the amount or method of determination set forth in the Claim Notice and to pay or cause to be paid such amount to such Indemnified Party in writing to satisfy immediately available funds, or (ii) provide such claim within twenty Indemnified Party with written notice that it disagrees with the amount or method of determination set forth in the Claim Notice (20the “Indemnity Claim Dispute Notice”). For a period of thirty (30) days after the giving of receipt of notice of such claim from the Indemnified Party. If the Indemnifying Party shall dispute such claimany Indemnity Claim Dispute Notice, the Indemnifying Party shall provide written notice of such dispute to and the Indemnified Party within such 20-day period, setting forth shall negotiate 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 good faith to resolve such dispute the matter. In the event that the controversy is not resolved within thirty (30) days of after the date such notice of dispute the Indemnity Claim Dispute Notice 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 the Indemnifying Party either acknowledges and agrees to pay such claim or disputes such claimgiven, 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 (a) the 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 may thereupon proceed to pursue any and all available remedies at law. If the Indemnifying Party agrees to the Claim Notice pursuant to the immediately preceding clause (i) or fails to provide a timely Indemnity Claim Dispute Notice pursuant to the immediately preceding clause (ii), then promptly following the date the applicable Purchaser Loss or Seller Loss becomes finally determined (x) if the Indemnified Party is a Purchaser Indemnified Party, then such Purchaser Indemnified Party shall be entitled to receive the applicable amount set forth in the Claim Notice in accordance with Section 9.5(c), and Holdco shall promptly execute a written instruction to the Escrow Agent to release any applicable amount (up to the maximum amount contained in the Escrow Fund) to such Indemnified Party, or (cy) any dispute under this Section 10.3 has been finally resolved in favor of indemnification by order of if the Indemnified Party is a court of competent jurisdiction or other tribunal (including an arbitrator contemplated by this agreement) having jurisdiction over such disputeSeller Indemnified Party, then the Indemnifying Party shall Purchaser shall, using its own funds, pay the amount of such claim to the Seller Indemnified Party within twenty (20) days of the date of acknowledgement by amount set forth in 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 PartyClaim Notice.

Non-Third Party Claims. With respect to any If a claim for Losses (a “Claim”) is to be made by any Indemnified Party pursuant to Section 8.1, such Indemnified Party shall give written notice (a “Claim Notice”) to the Stakeholders’ Representative if the Claim Notice is being given by a Parent Indemnified Party and to Parent if the Claim Notice is being given by an Equityholder Indemnified Party, in each case, reasonably promptly after such Indemnified Party becomes aware of any fact, condition or event giving rise to Losses for which indemnification hereunder may be sought under Section 8.1, which does not involve a third party claimClaim Notice shall specify in reasonable detail, to the extent known at such time, the amount of the Claim, the date (if any) such item was incurred or suffered and the basis for indemnification under this Article VIII. The failure of any Indemnified Party will to give timely notice hereunder shall not affect such Indemnified Party’s rights to indemnification hereunder, except to the extent the applicable Indemnifying Party written notice of Parties are actually and materially prejudiced by such claimdelay or failure. The If the applicable Indemnifying Party may acknowledge and agree by notice to Parties notify the Indemnified Party in writing that they do not dispute the claim described in such Claim Notice or fail to satisfy such claim within twenty (20) days of receipt of notice of such claim from the Indemnified Party. If the Indemnifying Party shall dispute such claim, the Indemnifying Party shall provide written notice of such dispute to notify 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 writing within thirty (30) days following receipt of the date Claim Notice that they dispute the Claim described in such notice Claim Notice, the Losses identified in the Claim Notice will be conclusively deemed a liability of dispute is receivedthe Indemnifying Party under Sections 8.1(a) or (b), as applicable, and, in the case of a Claim Notice delivered by the Parent Indemnified Parties, the Parent shall be entitled to instruct the Escrow Agent to release to the Parent Indemnified Parties the amount of such Losses pursuant to the terms of the Escrow Agreement. If the applicable Indemnifying Party shall fail Parties have timely disputed their liability with respect to provide written notice to such Claim or the Indemnified Party within twenty (20) days estimated amount 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. Once (a) the Indemnifying Party has acknowledged and agreed to pay any claim Losses pursuant to this Section 10.38.3, (b) any the parties shall attempt in good faith to resolve such dispute; provided that if such dispute under this Section 10.3 has not been resolved in favor within fifteen (15) days after receipt by the applicable Indemnified Party of indemnification by mutual agreement notice of the Indemnifying Party and the Indemnified Party, or (c) any dispute under this Section 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 claim to and the Indemnified Party within twenty (20may seek legal redress in accordance with Article IX. Notwithstanding anything to the contrary contained herein, this Section 8.3(a) days shall not apply with regard to the Specified Litigation Matters or reimbursement of the date of acknowledgement by the Indemnifying Party an amount paid with respect to Section 8.1(a)(iv) 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 Party8.1(a)(v).

Non-Third Party Claims. With respect to any If a claim for indemnification hereunder Losses (a “Claim ”) is to be made by an Indemnified Party, other than in connection with a Tax Claim (which does not involve a third party claimshall be governed by Section 2.3(e)), the such Indemnified Party will shall give notice (including a reasonably detailed description of the Claim) to the party from whom such indemnification is sought (the “Indemnifying Party ”) before the applicable survival period for such Claim expires (if ever) in accordance with Section 7.1 and as promptly as practicable after such Indemnified Party becomes aware of any fact, condition or event which may give rise to Losses for which indemnification may be sought under this Article VII; provided, however, that the failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except to the extent the Indemnifying Party written is actually prejudiced by such failure. Within 30 days after delivery of a notice of such claim. The pursuant to this Section 7.3(a) (the “ Response Period ”), the Indemnifying Party may acknowledge and agree by notice shall deliver to the Indemnified Party in writing a written response to satisfy such claim within twenty (20) days of receipt of notice of such claim from the Indemnified Partynotice. If the Indemnifying Party shall dispute such claim, the Indemnifying Party shall provide written notice of such dispute fails to the Indemnified Party so respond 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 the Indemnifying Party either acknowledges and agrees to pay such claim or disputes such claim, then the Indemnifying Party shall be deemed to have acknowledged irrevocably accepted the notice and agreed to pay such claim the Losses at issue therein, subject to the limitations set forth in full this Article VII, and to have waived any right to dispute such claim. Once (a) the Indemnifying Party has acknowledged shall satisfy such obligation promptly, and agreed to pay in any claim event within ten (10) days after the expiration of the Response Period. If, within 30 days after delivery of the notice pursuant to this Section 10.37.3(a), (b) any dispute under this Section 10.3 has been resolved in favor of indemnification by mutual agreement of the Indemnifying Party and delivers a written notice disputing the Indemnified Party, or (c) any dispute under this Section 10.3 has been finally resolved ’s entitlement to indemnification for the Losses described 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 disputenotice, then the Indemnifying Party parties shall pay use their commercially reasonable efforts to settle such disputed matters within 30 days following the amount expiration of such claim the Response Period. The parties hereto acknowledge and agree that the Federal Rules of Evidence Rule 408 shall apply to the Indemnified Party parties hereto during any such negotiations and any subsequent dispute arising therefrom. If the parties are unable to reach agreement within twenty (20) days such 30-day period, the dispute may be resolved by any legally available means consistent with the provisions 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.Section 9.6. 26

Non-Third Party Claims. With respect to any claim for indemnification hereunder which does not involve a third party claim, the Indemnified Party will give the Indemnifying Party written notice of such claim. The Indemnifying Party may acknowledge and agree by notice to the Indemnified Party in writing to satisfy such claim within twenty (20) days of receipt of notice of such claim from the Indemnified Party. If the Indemnifying Party 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 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. Once (a) the Indemnifying Party has acknowledged and agreed to pay any claim pursuant to this Section 10.37.3, (b) any dispute under this Section 10.3 7.3 has been resolved in favor of indemnification by mutual agreement of the Indemnifying Party and the Indemnified Party, or (c) any dispute under this Section 10.3 7.3 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 claim to the Indemnified Party within twenty (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.