Common use of Non-Third Party Claims Clause in Contracts

Non-Third Party Claims. (a) In the event that any Person entitled to indemnification under this Agreement (an "Indemnified Party") asserts a claim for indemnification which does not involve a Third Party Claim (as defined in Section 7.4.2) (a "Non-Third Party Claim"), against which a Person is required to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Party shall give written notice to the Indemnifying Party (the "Non-Third Party Claim Notice"), which Non-Third Party Claim Notice shall (i) describe the claim in reasonable detail, and (ii) indicate the amount (estimated, if necessary, and to the extent feasible) of the Losses that have been or may be suffered by the Indemnified Party. (b) The Indemnifying Party may acknowledge and agree by written notice (the "Non-Third Party Acknowledgement of Liability") to the Indemnified Party to satisfy the Non-Third Party Claim within 30 days of receipt of the Non-Third Party Claim Notice. In the event that the Indemnifying Party disputes the Non-Third Party Claim, the Indemnifying Party shall provide written notice of such dispute (the "Non-Third Party Dispute Notice") to the Indemnified Party within 30 days of receipt of the Non-Third Party Claim Notice (the "Non-Third Party Dispute Period"), setting forth a reasonable basis of such dispute. In the event that the Indemnifying Party shall fail to deliver the Non-Third Party Acknowledgement of Liability or Non-Third Party Dispute Notice within the Non-Third Party Dispute Period, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay the Non-Third Party Claim in full and to have waived any right to dispute the Non-Third Party Claim. Once the Indemnifying Party has acknowledged and agreed to pay any Non-Third Party Claim pursuant to this Section 7.4.1, or once any dispute under this Section 7.4.1 has been finally resolved in favour of indemnification by a court or other tribunal of competent jurisdiction, subject to the provisions of Section 7.6.1, the Indemnifying Party shall pay the amount of such Non-Third Party Claim to the Indemnified Party within 10 days of the date of acknowledgement or resolution, 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. (a) In If the event that any Person entitled Claims Notice from the Indemnified Party pertains to indemnification under this Agreement (an "Indemnified Party") asserts Asserted Liability other than a claim for indemnification which does not involve or demand from a Third third party, then the Indemnifying Party Claim (shall have 30 days following receipt of the Claims Notice to make such investigation at the expense of the Indemnifying Party of the Asserted Liability as defined in Section 7.4.2) (a "Non-Third the Indemnifying Party Claim"), against which a Person is required to provide indemnification under this Agreement (an "Indemnifying Party")deems necessary or desirable. For the purposes of such investigation, the Indemnified Party shall give written notice agrees to make available to the Indemnifying Party (the "Non-Third Party Claim Notice"), which Non-Third Party Claim Notice shall (i) describe the claim in reasonable detail, and (ii) indicate the amount (estimated, if necessary, and to the extent feasible) of the Losses that have been or may be suffered information relied upon by the Indemnified Party. (b) The Indemnifying Party may acknowledge and agree by written notice (the "Non-Third Party Acknowledgement of Liability") to the Indemnified Party to satisfy substantiate the Non-Third Asserted Liability. If the Indemnified Party Claim within 30 days of receipt of the Non-Third Party Claim Notice. In the event that and the Indemnifying Party disputes agree at or prior to the Nonexpiration of said 30-Third Party Claimday period (or any mutually agreed upon extension thereof) on the validity and amount of such Asserted Liability, the Indemnifying Party shall provide written notice of such dispute (the "Non-Third Party Dispute Notice") promptly pay to the Indemnified Party within 30 days of receipt the full amount of the Non-Third Party Claim Notice (claim in the "Non-Third Party Dispute Period"manner provided for under Section 8.3(a) or Section 8.5(a), setting forth a reasonable basis of such disputeas applicable. In If the event that Indemnified Party and the Indemnifying Party shall fail do not agree at or prior to deliver the Non-Third expiration of said 30 day period (as such period may be extended by mutual agreement) on the validity and amount of such Asserted Liability, then each of the Indemnified Party Acknowledgement of Liability or Non-Third Party Dispute Notice within the Non-Third Party Dispute Period, and the Indemnifying Party shall be deemed to have acknowledged and agreed to pay may pursue the Non-Third Party Claim in full and to have waived any right to dispute the Non-Third Party Claim. Once the Indemnifying Party has acknowledged and agreed to pay any Non-Third Party Claim pursuant to this Section 7.4.1, or once any dispute remedies available under this Section 7.4.1 has been finally resolved in favour of indemnification by a court or other tribunal of competent jurisdiction, subject to the provisions of Section 7.6.1, the Indemnifying Party shall pay the amount of such Non-Third Party Claim to the Indemnified Party within 10 days of the date of acknowledgement or resolution, as the case may be, to such account and in such manner as is designated in writing by the Indemnified PartyAgreement.

Non-Third Party Claims. Within thirty (a30) In days after receipt of an Indemnity Claim Notice, the event that any Person entitled Indemnifying Party shall furnish to indemnification under this Agreement (an "Indemnified Party") asserts a claim for indemnification which does not involve a Third Party Claim (as defined in Section 7.4.2) (a "Non-Third Party Claim"), against which a Person is required to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Party shall give a written notice to response (a “Response Notice”) in which the Indemnifying Party (the "shall with respect to a Non-Third Party Claim Notice"), which Non-Third Party Claim Notice shall (i) describe the claim in reasonable detail, and (ii) indicate the amount (estimated, if necessary, and to the extent feasible) of the Losses agree that have been or may be suffered by the Indemnified Party. (b) The Indemnifying Party may acknowledge and agree by written notice (the "Non-Third Party Acknowledgement of Liability") to the Indemnified Party to satisfy the Non-Third Party Claim within 30 days of receipt all of the Non-Third Party Claim Notice. In the event that the Indemnifying Party disputes the Non-Third Party Claim, the Indemnifying Party shall provide written notice of such dispute (the "Non-Third Party Dispute Notice") is owed to the Indemnified Party within 30 days of receipt (the “Agreed Amount Notice”), (ii) agree that part, but not all, of the Non-Third Party Claim Notice is owed to the Indemnified Party (the "Non-Third Party Dispute Period"“Partial Agreed Amount Notice”), setting forth a reasonable basis or (iii) contest that any of such dispute. In the event that the Indemnifying Party shall fail to deliver the Non-Third Party Acknowledgement Claim is owed to the Indemnified Party (the “Contest Notice”). If no Response Notice is delivered by the Indemnifying Party by 5:00 p.m. Eastern time on the last day of Liability or Nonsuch thirty (30) day period (such 30-Third day period commencing upon receipt by the Indemnifying Party Dispute Notice within the Non-Third Party Dispute Periodof an Indemnity Claim Notice), the Indemnifying Party shall be deemed to have acknowledged and agreed to pay that all of the amount of the Non-Third Party Claim in full and to have waived any right to dispute the Non-Third Party Claim. Once the Indemnifying Party has acknowledged and agreed to pay any Non-Third Party Claim pursuant to this Section 7.4.1, or once any dispute under this Section 7.4.1 has been finally resolved in favour of indemnification by a court or other tribunal of competent jurisdiction, subject to the provisions of Section 7.6.1, the Indemnifying Party shall pay the amount of such Non-Third Party Claim must be paid to the Indemnified Party within 10 days of the date of acknowledgement or resolution, as the case may be, to such account and in such manner case, the Claim shall be treated as is designated in writing by the Indemnified Partyif an Agreed Amount Notice was furnished.

Non-Third Party Claims. (a) In the event that an Indemnified Party asserts the existence of any Person entitled to indemnification under this Agreement (an "Indemnified Party") asserts a claim for indemnification which does not involve a Third Party Claim (as defined in Section 7.4.2) (a "Non-Third Party Indemnifiable Claim"), against which a Person is required to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Party shall give written notice to Indemnitor of the Indemnifying Party nature and amount of the Indemnifiable Claim asserted within a reasonable time after becoming aware of such Indemnifiable Claim (the "Nonbut in any event no later than twenty-Third Party Claim Notice"five days thereafter), which Non-Third Party Claim Notice shall (i) describe the claim in reasonable detail, and (ii) indicate the amount (estimated, if necessary, and to the extent feasible) of the Losses that have been or may be suffered by the Indemnified Party. (b) The Indemnifying Party may acknowledge and agree by written notice (the "Non-Third Party Acknowledgement of Liability") to the Indemnified Party to satisfy the Non-Third Party Claim within 30 days of receipt of the Non-Third Party Claim Notice. In the event that the Indemnifying Party disputes the Non-Third Party Claim, the Indemnifying Party shall provide written notice of such dispute (to Indemnitor as soon as practicable thereafter all information and documentation necessary to support and verify the "Non-Third Party Dispute Notice") to the Indemnified Party within 30 days of receipt of the Non-Third Party Claim Notice (the "Non-Third Party Dispute Period")existence of, setting forth a reasonable basis of such dispute. In the event that the Indemnifying Party shall fail to deliver the Non-Third Party Acknowledgement of Liability any Buyer Losses or Non-Third Party Dispute Notice within the Non-Third Party Dispute Period, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay the Non-Third Party Claim in full and to have waived any right to dispute the Non-Third Party Claim. Once the Indemnifying Party has acknowledged and agreed to pay any Non-Third Party Claim pursuant to this Section 7.4.1, or once any dispute under this Section 7.4.1 has been finally resolved in favour of indemnification by a court or other tribunal of competent jurisdiction, subject to the provisions of Section 7.6.1, the Indemnifying Party shall pay the amount of such Non-Third Party Claim to the Indemnified Party within 10 days of the date of acknowledgement or resolutionSeller Losses, as the case may be, that Indemnified Party shall have determined have given rise to, or could reasonably be expected to such account and in such manner as is designated in writing by the give rise to, an Indemnifiable Claim. If Indemnitor, within a period of twenty-five days after receipt of Indemnified Party's notice, shall not give written notice to Indemnified Party announcing its intent to contest such assertion of Indemnified Party (such notice by Indemnitor being hereinafter called the "contest notice"), such assertion of Indemnified Party shall be deemed accepted and the amount of the Indemnifiable Claim shall be deemed established. In the event, however, that a contest notice is given to Indemnified Party within said twenty-five day period, then at any time thereafter a party may commence a legal proceeding in accordance with this Article to resolve the contested assertion of an Indemnifiable Claim.

Non-Third Party Claims. (a) In the event that any Person entitled to indemnification under this Agreement (an "“Indemnified Party"”) asserts a claim for indemnification which does not involve a Third Party Claim (as defined in Section 7.4.210.4.2) (a "“Non-Third Party Claim"”), against which a Person is required to provide indemnification under this Agreement (an "“Indemnifying Party"”), the Indemnified Party shall give written notice to the Indemnifying Party (the "“Non-Third Party Claim Notice"”), which Non-Third Party Claim Notice shall (i) describe the claim in reasonable detail, and (ii) indicate the amount (estimated, if necessary, and to the extent feasible) of the Losses that have been or may be suffered by the Indemnified Party. (b) The Indemnifying Party may acknowledge and agree by written notice (the "“Non-Third Party Acknowledgement of Liability"”) to the Indemnified Party to satisfy the Non-Third Party Claim within 30 days of receipt of the Non-Third Party Claim Notice. In the event that the Indemnifying Party disputes the Non-Third Party Claim, the Indemnifying Party shall provide written notice of such dispute (the "“Non-Third Party Dispute Notice"”) to the Indemnified Party within 30 days of receipt of the Non-Third Party Claim Notice (the "“Non-Third Party Dispute Period"”), setting forth a reasonable basis of such dispute. In the event that the Indemnifying Party shall fail to deliver the Non-Third Party Acknowledgement of Liability or Non-Third Party Dispute Notice within the Non-Third Party Dispute Period, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay the Non-Third Party Claim in full and to have waived any right to dispute the Non-Third Party Claim. Once If the Indemnifying Party has acknowledged and agreed to pay any Non-Third Party Claim pursuant to this Section 7.4.110.4.1, or once if any dispute under this Section 7.4.1 10.4.1 has been finally resolved in favour favor of indemnification by a court or other tribunal of competent jurisdiction, subject to the provisions of Section 7.6.110.6.1, the Indemnifying Party shall pay the amount of such Non-Third Party Claim to the Indemnified Party within 10 30 days of the date of acknowledgement or resolution, 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. (ai) In the event that any Person entitled to indemnification under this Agreement (an "Indemnified Party") asserts a claim for indemnification which does not involve a Third Party Claim (as defined in Section 7.4.210.5(b)) (a "Non-Third Party Claim"), against which a Person is required to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Party shall give written notice to the Indemnifying Party (the "Non-Third Party Claim Notice"), which Non-Third Party Claim Notice shall (iA) describe the claim in reasonable detail, and (iiB) indicate the amount (estimated, if necessary, and to the extent feasible) of the Losses that have been or may be suffered by the Indemnified Party, and (C) indicate if the Non-Third Party Claim arises as a result of a breach of a representation under Section 3.1, 3.8, 3.9, 3.10, 3.11, 3.25 or 3.26 or any other provision hereof relating to Taxes (including without limitation Section 10.4). (bii) The Indemnifying Party may acknowledge and agree by written notice (the "Non-Third Party Acknowledgement of Liability") to the Indemnified Party to satisfy the Non-Third Party Claim within 30 days of receipt of the Non-Third Party Claim Notice. In the event that the Indemnifying Party disputes the Non-Third Party Claim, the Indemnifying Party shall provide written notice of such dispute (the "Non-Third Party Dispute Notice") to the Indemnified Party within 30 days of receipt of the Non-Third Party Claim Notice (the "Non-Third Party Dispute Period"), setting forth a reasonable basis of such dispute. In the event that the Indemnifying Party shall fail to deliver the Non-Third Party Acknowledgement of Liability or Non-Third Party Dispute Notice within the Non-Third Party Dispute Period, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay the Non-Third Party Claim in full and to have waived any right to dispute the Non-Third Party Claim. Once the Indemnifying Party has acknowledged and agreed to pay any Non-Third Party Claim pursuant to this Section 7.4.110.5(a)(ii), or once any dispute under this Section 7.4.1 10.5(a) has been finally resolved in favour favor of indemnification by a court or other tribunal of competent jurisdiction, subject to the provisions of Section 7.6.110.6(a), the Indemnifying Party shall pay the amount of such Non-Third Party Claim to the Indemnified Party within 10 days of the date of acknowledgement or resolution, 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. (a) In If the event that any Person entitled Claims Notice from the Indemnified Party pertains to indemnification under this Agreement (an "Indemnified Party") asserts Asserted Liability other than a claim for indemnification which does not involve or demand from a Third third party, then the Indemnifying Party Claim shall have thirty (30) days following receipt of the Claims Notice to make such investigation at the expense of the Indemnifying Party of the Asserted Liability as defined in Section 7.4.2) (a "Non-Third the Indemnifying Party Claim"), against which a Person is required to provide indemnification under this Agreement (an "Indemnifying Party")deems necessary or desirable. For the purposes of such investigation, the Indemnified Party shall give written notice agrees to make available to the Indemnifying Party (the "Non-Third Party Claim Notice"), which Non-Third Party Claim Notice shall (i) describe the claim in reasonable detail, and (ii) indicate the amount (estimated, if necessary, and to the extent feasible) of the Losses that have been or may be suffered information relied upon by the Indemnified Party. (b) The Indemnifying Party may acknowledge and agree by written notice (the "Non-Third Party Acknowledgement of Liability") to the Indemnified Party to satisfy substantiate the Non-Third Asserted Liability. If the Indemnified Party Claim within 30 days of receipt of the Non-Third Party Claim Notice. In the event that and the Indemnifying Party disputes agree at or prior to the Non-Third Party Claimexpiration of said thirty (30) day period (or any mutually agreed upon extension thereof) on the validity and amount of such Asserted Liability, the Indemnifying Party shall provide written notice of such dispute (the "Non-Third Party Dispute Notice") promptly pay to the Indemnified Party within 30 days of receipt the full amount of the Non-Third Party Claim Notice (the "Non-Third Party Dispute Period"), setting forth a reasonable basis claim by wire transfer of such dispute. In the event that the Indemnifying Party shall fail immediately available funds to deliver the Non-Third Party Acknowledgement of Liability or Non-Third Party Dispute Notice within the Non-Third Party Dispute Period, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay the Non-Third Party Claim in full and to have waived any right to dispute the Non-Third Party Claim. Once the Indemnifying Party has acknowledged and agreed to pay any Non-Third Party Claim pursuant to this Section 7.4.1, or once any dispute under this Section 7.4.1 has been finally resolved in favour of indemnification by a court or other tribunal of competent jurisdiction, subject to the provisions of Section 7.6.1, the Indemnifying Party shall pay the amount of such Non-Third Party Claim to the Indemnified Party within 10 days of the date of acknowledgement or resolution, as the case may be, to such an account and in such manner as is designated in writing by the Indemnified Party. If the Indemnified Party and the Indemnifying Party do not agree at or prior to the expiration of said thirty (30) day period (as such period may be extended by mutual agreement) on the validity and amount of such Asserted Liability, then each of the Indemnified Party and the Indemnifying Party may pursue the remedies available under this Agreement.

Non-Third Party Claims. (a) In the event that any Person entitled to indemnification under this Agreement (an "Indemnified Party") asserts a claim for indemnification which does not involve a Third Party Claim (as defined in Section 7.4.28.4.2) (a "Non-Third Party Claim"), against which a Person is required to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Party shall give written notice to the Indemnifying Party (the "Non-Third Party Claim Notice"), which Non-Third Party Claim Notice shall (i) describe the claim in reasonable detail, and (ii) indicate the amount (estimated, if necessary, and to the extent feasible) of the Losses that have been or may be suffered by the Indemnified Party. (b) The Indemnifying Party may acknowledge and agree by written notice (the "Non-Third Party Acknowledgement of Liability") to the Indemnified Party to satisfy the Non-Third Party Claim within 30 days of receipt of the Non-Third Party Claim Notice. In the event that the Indemnifying Party disputes the Non-Third Party Claim, the Indemnifying Party shall promptly provide written notice of such dispute (the "Non-Third Party Dispute Notice") to the Indemnified Party within 30 days of receipt of the Non-Third Party Claim Notice (the "Non-Third Party Dispute Period")Party, setting forth a reasonable basis of such dispute. In the event that the Indemnifying Party shall fail to deliver the Non-Third Party Acknowledgement of Liability or Non-Third Party Dispute Notice within the Non-Third Party Dispute Period, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay the Non-Third Party Claim in full and to have waived any right to dispute the Non-Third Party Claim. Once the Indemnifying Party has acknowledged and agreed to pay any Non-Third Party Claim pursuant to this Section 7.4.18.4.1, or once any dispute under this Section 7.4.1 8.4.1 has been finally resolved in favour favor of indemnification by a court or other tribunal of competent jurisdiction, subject to the provisions of Section 7.6.18.6.1, the Indemnifying Party shall pay the amount of such Non-Third Party Claim to the Indemnified Party within 10 days of the date of acknowledgement or resolution, 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. (a) In If the event that any Person entitled Claims Notice from the Indemnified Party pertains to indemnification under this Agreement (an "Indemnified Party") asserts Asserted Liability other than a claim for indemnification which does not involve or demand from a Third third party, then the Indemnifying Party Claim (shall have 30 days following receipt of the Claims Notice to make such investigation at the expense of the Indemnifying Party of the Asserted Liability as defined in Section 7.4.2) (a "Non-Third the Indemnifying Party Claim"), against which a Person is required to provide indemnification under this Agreement (an "Indemnifying Party")deems necessary or desirable. For the purposes of such investigation, the Indemnified Party shall give written notice agrees to make available to the Indemnifying Party (the "Non-Third Party Claim Notice"), which Non-Third Party Claim Notice shall (i) describe the claim in reasonable detail, and (ii) indicate the amount (estimated, if necessary, and to the extent feasible) of the Losses that have been or may be suffered information relied upon by the Indemnified Party. (b) The Indemnifying Party may acknowledge and agree by written notice (the "Non-Third Party Acknowledgement of Liability") to the Indemnified Party to satisfy substantiate the Non-Third Asserted Liability. If the Indemnified Party Claim within 30 days of receipt of the Non-Third Party Claim Notice. In the event that and the Indemnifying Party disputes agree at or prior to the Nonexpiration of said 30-Third Party Claimday period (or any mutually agreed upon extension thereof) on the validity and amount of such Asserted Liability, the Indemnifying Party shall provide written notice of such dispute (the "Non-Third Party Dispute Notice") promptly pay to the Indemnified Party within 30 days of receipt the full amount of the Non-Third claim in the manner provided for hereunder. If the Indemnified Party Claim Notice (the "Non-Third Party Dispute Period"), setting forth a reasonable basis of such dispute. In the event that and the Indemnifying Party shall fail do not agree at or prior to deliver the Non-Third expiration of said 30 day period (as such period may be extended by mutual agreement) on the validity and amount of such Asserted Liability, then each of the Indemnified Party Acknowledgement of Liability or Non-Third Party Dispute Notice within the Non-Third Party Dispute Period, and the Indemnifying Party shall be deemed to have acknowledged and agreed to pay may pursue the Non-Third Party Claim in full and to have waived any right to dispute the Non-Third Party Claim. Once the Indemnifying Party has acknowledged and agreed to pay any Non-Third Party Claim pursuant to this Section 7.4.1, or once any dispute remedies available under this Section 7.4.1 has been finally resolved in favour of indemnification by a court or other tribunal of competent jurisdiction, subject to the provisions of Section 7.6.1, the Indemnifying Party shall pay the amount of such Non-Third Party Claim to the Indemnified Party within 10 days of the date of acknowledgement or resolution, as the case may be, to such account and in such manner as is designated in writing by the Indemnified PartyAgreement.

Non-Third Party Claims. (a) In the event that any Person entitled to indemnification under this Agreement (an "Indemnified Party") asserts a claim for indemnification which does not involve a Third Party Claim (as defined in Section 7.4.2) (a "Non-Third Party Claim"), against which a Person is required to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Party shall give written notice to the Indemnifying Party (the "Non-Third Party Claim Notice"), which Non-Third Party Claim Notice shall (i) describe the claim in reasonable detail, and (ii) indicate the amount (estimated, if necessary, and to the extent feasible) of the Losses that have been or may be suffered by the Indemnified Party.. 13 (b) The Indemnifying Party may acknowledge and agree by written notice (the "Non-Third Party Acknowledgement of Liability") to the Indemnified Party to satisfy the Non-Third Party Claim within 30 days of receipt of the Non-Third Party Claim Notice. In the event that the Indemnifying Party disputes the Non-Third Party Claim, the Indemnifying Party shall provide written notice of such dispute (the "Non-Third Party Dispute Notice") to the Indemnified Party within 30 days of receipt of the Non-Third Party Claim Notice (the "Non-Third Party Dispute Period"), setting forth a reasonable basis of such dispute. In the event that the Indemnifying Party shall fail to deliver the Non-Third Party Acknowledgement of Liability or Non-Third Party Dispute Notice within the Non-Third Party Dispute Period, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay the Non-Third Party Claim in full and to have waived any right to dispute the Non-Third Party Claim. Once the Indemnifying Party has acknowledged and agreed to pay any Non-Third Party Claim pursuant to this Section 7.4.1, or once any dispute under this Section 7.4.1 has been finally resolved in favour favor of indemnification by a court or other tribunal of competent jurisdiction, subject to the provisions of Section 7.6.1, the Indemnifying Party shall pay the amount of such Non-Third Party Claim to the Indemnified Party within 10 days of the date of acknowledgement or resolution, 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. (a) In the event that any Person entitled to indemnification under this Agreement (an "“Indemnified Party"”) asserts a claim for indemnification which does not involve a Third Party Claim (as defined in Section 7.4.28.4.2) (a "“Non-Third Party Claim"”), against which a Person is required to provide indemnification under this Agreement (an "“Indemnifying Party"”), the Indemnified Party shall give written notice to the Indemnifying Party (the "“Non-Third Party Claim Notice"”), which Non-Third Party Claim Notice shall (i) describe the claim in reasonable detail, and (ii) indicate the amount (estimated, if necessary, and to the extent feasible) of the Losses that have been or may be suffered by the Indemnified Party. (b) The Indemnifying Party may acknowledge and agree by written notice (the "“Non-Third Party Acknowledgement of Liability"”) to the Indemnified Party to satisfy the Non-Third Party Claim within 30 days of receipt of the Non-Third Party Claim Notice. In the event that the Indemnifying Party disputes the Non-Third Party Claim, the Indemnifying Party shall provide written notice of such dispute (the "“Non-Third Party Dispute Notice"”) to the Indemnified Party within 30 days of receipt of the Non-Third Party Claim Notice (the "“Non-Third Party Dispute Period"”), setting forth a reasonable basis of such dispute. In the event that the Indemnifying Party shall fail to deliver the Non-Third Party Acknowledgement of Liability or Non-Third Party Dispute Notice within the Non-Third Party Dispute Period, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay the Non-Third Party Claim in full and to have waived any right to dispute the Non-Third Party Claim. Once the Indemnifying Party has acknowledged and agreed to pay any Non-Third Party Claim pursuant to this Section 7.4.18.4.1, or once any dispute under this Section 7.4.1 8.4.1 has been finally resolved in favour favor of indemnification by a court or other tribunal of competent jurisdiction, subject to the provisions of Section 7.6.18.6.1, the Indemnifying Party shall pay the amount of such Non-Third Party Claim to the Indemnified Party within 10 days of the date of acknowledgement or resolution, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Party.