Common use of Other Claims Clause in Contracts

Other Claims. Within sixty (60) days after an Indemnitee sustains any Damages not involving a third party claim or action which such Indemnitee reasonably believes may give rise to a claim for indemnification from an Indemnitor hereunder, such Indemnitee shall deliver notice of such claim to the Indemnitor, specifying with reasonable detail the basis on which indemnification is being asserted and the amount of such Damages. If the Indemnitor does not notify the Indemnitee within fifteen (15) Business Days following its receipt of such notice that the Indemnitor disputes its liability to the Indemnitee under this Article VII, such claim specified by the Indemnitee in such notice shall be conclusively deemed a liability of the Indemnitor under this Article VII and the Indemnitor shall pay the amount of such claim to the Indemnitee on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the Indemnitor has timely disputed its liability with respect to such claim, as provided above, the Indemnitor and the Indemnitee shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved in accordance with Section 11.4.

Other Claims. Within sixty (60) days after an Indemnitee sustains In the event any Damages not involving a third party claim or action which such Indemnitee reasonably believes may give rise to Indemnified Parties shall have a claim for indemnification against any Indemnifying Parties under Section 10.1 or Section 13.1 that does not involve a Third Party Claim being asserted against or sought to be collected from an Indemnitor hereundersuch Indemnified Parties, such Indemnitee the Indemnified Parties shall deliver notice of such claim with reasonable promptness to the IndemnitorIndemnifying Parties. Subject to Sections 13.3 and 15.2, specifying with reasonable detail notwithstanding the basis on foregoing, the failure by any Indemnified Parties so to notify the Indemnifying Parties shall not relieve the Indemnifying Parties from any liability that it may have to such Indemnified Parties under Section 10.1 or Section 13.1, except to the extent that the Indemnifying Parties shall have been actually prejudiced by such failure. The Indemnifying Parties shall have a period of 15 days after the receipt of notice of a claim within which indemnification is being asserted and the amount of such Damagesto respond thereto. If the Indemnitor does any such Indemnifying Parties do not notify the Indemnitee respond in writing within fifteen (such 15) Business Days following its receipt of such notice that the Indemnitor disputes its liability to the Indemnitee under this Article VII-day period, such claim specified by the Indemnitee in such notice Indemnifying Parties shall be conclusively deemed a liability to have consented to the recovery by the Indemnified Person of the Indemnitor under this Article VII and the Indemnitor shall pay the full amount of Losses specified in the notice of claim. If such Indemnifying Parties rejects such claim to in whole or in part (a "CONTESTED CLAIM"), the Indemnitee on demand or, parties shall resolve such claim by (i) a written settlement agreement or (ii) in the case absence of any notice in which a written settlement agreement, by submitting the amount Contested Claim to binding arbitration pursuant to Section 13.5 of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the Indemnitor has timely disputed its liability with respect to such claim, as provided above, the Indemnitor and the Indemnitee shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved in accordance with Section 11.4this Agreement.

Other Claims. Within sixty (60) 20 business days after an Indemnitee sustains obtains knowledge that it has sustained any Damages not involving a third party claim or action which such Indemnitee reasonably believes may give rise to a claim for indemnification from an Indemnitor hereunder, such Indemnitee shall deliver notice of such claim to the Indemnitor; PROVIDED, specifying with reasonable detail HOWEVER, that failure to so notify the basis on which Indemnitor shall not relieve the Indemnitor of its indemnification obligations hereunder, except to the extent that the Indemnitor is being asserted and the amount of such Damagesactually prejudiced thereby. If the Indemnitor does not notify the Indemnitee within fifteen (15) Business Days 30 calendar days following its receipt of such notice that the Indemnitor disputes its liability to the Indemnitee under this Article VIISection 7, such claim specified by the Indemnitee in such notice shall be conclusively deemed a liability of the Indemnitor under this Article VII Section 7 and the Indemnitor shall pay the amount of such claim to the Indemnitee on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the Indemnitor has timely disputed its liability with respect to such claim, as provided above, the Indemnitor and the Indemnitee shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction in accordance with Section 11.48.15.

Other Claims. Within sixty (60) days one year after an Indemnitee sustains any Damages Losses not involving a third party claim or action which such Indemnitee reasonably believes may give rise to a claim for indemnification from an Indemnitor hereunder, such Indemnitee shall deliver notice of such claim to the Indemnitor, specifying with reasonable detail the basis on which indemnification is being asserted and the amount of such DamagesLosses. If the Indemnitor does not notify the Indemnitee within fifteen thirty (1530) Business Days calendar days following its receipt of such notice that the Indemnitor disputes its liability to the Indemnitee under this Article VII, such claim specified by the Indemnitee in such notice shall be conclusively deemed a liability of the Indemnitor under this Article VII and the Indemnitor shall pay the amount of such claim to the Indemnitee on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the Indemnitor has timely disputed its liability with respect to such claim, as provided above, the Indemnitor and the Indemnitee shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction in accordance with Section 11.4Article IX of this Agreement.

Other Claims. Within sixty ten (6010) business days after an Indemnitee sustains any Damages not involving a third party claim or action which such Indemnitee reasonably believes may give rise to a claim for indemnification from an Indemnitor hereunder, such Indemnitee shall deliver notice of such claim to the Indemnitor, specifying with reasonable detail the basis on which indemnification is being asserted and the amount of such Damages. If the Indemnitor does not notify the Indemnitee within fifteen thirty (1530) Business Days calendar days following its receipt of such notice that the Indemnitor disputes its liability to the Indemnitee under this Article VIISection 7, such claim specified by the Indemnitee in such notice shall be conclusively deemed a liability of the Indemnitor under this Article VII Section 7 and the Indemnitor shall pay the amount of such claim to the Indemnitee on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the Indemnitor has timely disputed its liability with respect to such claim, as provided above, the Indemnitor and the Indemnitee shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction in accordance with Section 11.4Article 8 of this Agreement.

Other Claims. Within sixty (60) days after In the event an Indemnitee sustains any Damages not involving a third party claim or action which such Indemnitee reasonably believes may give rise to a claim for indemnification from an Indemnitor hereunder, such Indemnitee shall deliver notice of such claim to the Indemnitor, specifying which notice of claim shall specifically refer to this Section 7.2.3(b) and shall specify with reasonable detail the basis on which indemnification is being asserted and the amount of such Damages. The failure by any Indemnitee so to notify the Indemnitor shall not relieve the Indemnitor from any liability which it may have to such Indemnitee under Section 7.2.1 or 7.2.2 except to the extent that the Indemnitor demonstrates that it has been materially prejudiced by such failure. If the Indemnitor does not notify the Indemnitee within fifteen (15) Business Days 30 calendar days following its receipt of such notice that the Indemnitor disputes its liability to the Indemnitee under this Article VIISection 7, such claim specified by the Indemnitee in such notice shall be conclusively deemed a liability of the Indemnitor under this Article VII Section 7 and the Indemnitor shall pay the amount of such claim to the Indemnitee on demand or, in the case of any any-notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the Indemnitor has timely disputed its liability with respect to such claim, as provided above, the Indemnitor and the Indemnitee shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction in accordance with Section 11.4Article 9 of this Agreement.

Other Claims. Within sixty (60) days after an In the event any Parent Indemnitee sustains any Damages not involving a third party claim or action which such Indemnitee reasonably believes may give rise to has a claim for indemnification from an Indemnitor hereunderagainst the Securityholders under Section 8.01(a) that does not involve a Third Party Claim, such the Parent Indemnitee shall deliver notice of such claim to the Indemnitor, specifying with Securityholder Representative (setting forth in reasonable detail the basis on which indemnification is being asserted facts giving rise to such claim (to the extent known by such Parent Indemnitee) and the amount or estimated amount (to the extent reasonably estimable) of Losses arising out of such Damagesclaim) with reasonable promptness after becoming aware of such claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent Securityholders shall have been actually and materially prejudiced as a result of such failure. If the Indemnitor Securityholder Representative does not notify the such Parent Indemnitee within fifteen (15) 10 Business Days following its receipt of such notice that the Indemnitor Securityholder Representative disputes its liability to the Parent Indemnitee under this Article VIISection 8.01(a), such claim specified by the Parent Indemnitee in such notice shall be conclusively deemed a liability of Securityholders and Parent Indemnitee shall be entitled to make a claim against the Indemnitor under this Article VII and the Indemnitor shall pay the amount of such claim to the Indemnitee Indemnity Holdback Amount as contemplated by Section 8.03(e) below on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the Indemnitor has timely disputed its liability with respect to such claim, as provided above, the Indemnitor and the Indemnitee shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved in accordance with Section 11.4.

Other Claims. Within sixty (60) 20 days after an Indemnitee sustains any Damages not involving a third party claim or action which that such Indemnitee reasonably believes may give rise to a claim for indemnification from an Indemnitor hereunder, such Indemnitee shall shall, if a claim in respect of such Damages is to be made against an Indemnitor under Article VIII, deliver notice of such claim to the Indemnitor, specifying with reasonable detail (i) the basis on which indemnification is being asserted and (ii) the amount of such Damages; provided that the failure to deliver notice of any such Damages within the 20 day period specified above shall not relieve the Indemnitor of its indemnification obligations under this Agreement except to the extent the Indemnitor is actually prejudiced by such failure. If the Indemnitor does not notify the Indemnitee within fifteen (15) Business Days 45 days following its receipt of such notice that the Indemnitor disputes its liability to the Indemnitee under this Article VIISection 8.9, such claim specified by the Indemnitee in such notice shall be conclusively deemed a liability of the Indemnitor under this Article VII Section 8.9 and the Indemnitor shall pay the amount of such claim to the Indemnitee on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the Indemnitor has timely disputed its liability with respect to such claim, as provided above, the Indemnitor and the Indemnitee shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction in accordance with Section 11.411.13 of this Agreement.

Other Claims. Within sixty (60) 30 business days after an Indemnitee sustains any Damages Losses not involving a third party claim or action which such Indemnitee reasonably believes may give rise to a claim for indemnification from an Indemnitor hereunder, such Indemnitee shall deliver notice of such claim to the Indemnitor, specifying with reasonable detail the basis on which indemnification is being asserted and the amount of such DamagesLosses. For purposes of this Section 3(b), a Loss is "sustained" if, under GAAP, the Indemnitee would be required to reserve for such Loss on its balance sheets. If the Indemnitor does not notify the Indemnitee within fifteen (15) Business Days 45 calendar days following its receipt of such notice that the Indemnitor disputes its liability to the Indemnitee under this Article VIIIII, such claim specified by the Indemnitee in such notice shall be conclusively deemed a liability of the Indemnitor under this Article VII III and the Indemnitor shall pay the amount of such claim to the Indemnitee on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the Indemnitor has timely disputed its liability with respect to such claim, as provided above, the Indemnitor and the Indemnitee shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction in accordance with Section 11.4Article X of this Agreement.

Other Claims. Within sixty (60) days after an In the event any Indemnitee sustains any Damages not involving a third party claim or action which such Indemnitee reasonably believes may give rise to should have a claim for indemnification against any Indemnitor under Section 7.01 that does not involve a Third Party Claim being asserted against or sought to be collected from an Indemnitor hereundersuch Indemnitee, such the Indemnitee shall deliver notice of such claim with reasonable promptness to the Indemnitor. The failure by any Indemnitee to so notify the Indemnitor shall not relieve the Indemnitor from any liability that it may have to such Indemnitee under Section 7.01, specifying with reasonable detail except to the basis on which indemnification is being asserted and extent that the amount of Indemnitor demonstrates that it has been prejudiced by such Damagesfailure. If the Indemnitor does not notify the Indemnitee within fifteen ten (1510) Business Days calendar days following its receipt of such notice that the Indemnitor disputes its liability to the Indemnitee under this Article VIISection 7.01, such claim specified by the Indemnitee in such notice shall be conclusively deemed a liability of the Indemnitor under this Article VII and the Indemnitor shall pay the amount of such claim to the Indemnitee on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determinedSection 7.01. If the Indemnitor has timely disputed its liability with respect to such claim, as provided above, the Indemnitor and the Indemnitee shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation in accordance with Section 11.4an appropriate court of competent jurisdiction.

Other Claims. Within sixty (60) days after an In the event any Indemnitee sustains any Damages not involving a third party claim or action which such Indemnitee reasonably believes may give rise to should have a claim for indemnification from an against any Indemnitor hereunderunder this Article 9 that does not involve a Third-Party Claim, such the Indemnitee shall deliver notice of such claim to the Indemnitor’s representative promptly following discovery of any indemnifiable Loss or of facts or circumstances reasonably likely to result in any such indemnifiable Loss, specifying with reasonable detail but in any event not later than (i) the basis on which indemnification Survival Date, in the case where the Buyer is being asserted and the amount of such Damages. If the Indemnitor does not notify the Indemnitee within or (ii) the date that is the close of business on the fifteen (15) Business Days following its receipt of such notice that the Indemnitor disputes its liability to the Indemnitee under this Article VII, such claim specified by the Indemnitee in such notice shall be conclusively deemed a liability month anniversary of the Indemnitor under this Article VII and the Indemnitor shall pay the amount of such claim to the Indemnitee on demand orClosing Date, in the case of any where a Seller is the Indemnitee. Such notice shall state in which reasonable detail the amount of the claim (or any portion thereof) is estimated, on such later date when the an estimated amount of such claim claim, and shall specify the facts and circumstances which form the basis (or bases) for such portion thereof) becomes finally determinedclaim, and shall further specify the representations, warranties or covenants alleged to have been breached. Upon receipt of any such notice, the Indemnitor’s representative shall notify the Indemnitee as to whether the Indemnitor accepts liability for any such Loss. If the Indemnitor has timely disputed its Indemnitor’s representative disputes the Indemnitor’s liability with respect to such claim, as provided above, the Indemnitor Indemnitor’s representative and the Indemnitee indemnitee shall proceed attempt to resolve such dispute in good faith. If, notwithstanding such good faith efforts to negotiate a resolution of such dispute and, if not resolved through negotiationssettle the dispute, such dispute shall be has not been resolved within 30 days after notice of the Indemnitor’s dispute of the claim, then the parties will comply with the procedures set forth in accordance with Section 11.49.7.

Other Claims. Within sixty twenty (6020) days Business Days after an Indemnitee sustains any Damages Costs not involving a third party claim or action Proceeding which such Indemnitee reasonably believes may give rise to a claim for indemnification from an Indemnitor hereunder, such Indemnitee shall deliver written notice of such claim to the Indemnitor, specifying with reasonable detail the basis on which indemnification is being asserted and asserted, the amount of such DamagesCosts and evidence reasonably satisfactory to the Indemnitor of such Costs. If the Indemnitor does not notify the Indemnitee within fifteen (15) Business Days thirty calendar days following its receipt of such notice that the Indemnitor disputes its liability to the Indemnitee under this Article VIIX, such claim specified by the Indemnitee in such notice shall be 149 157 conclusively deemed a liability of the Indemnitor under this Article VII X and the Indemnitor shall pay the amount of such claim Costs to the Indemnitee on demand or, in the case of any notice in which the amount of the claim Costs (or any portion thereof) is estimated, on such later date when then thirty days after the Indemnitor has provided evidence reasonably satisfactory to the Indemnitor of the amount of such claim Costs (or such portion thereof) becomes as finally determined. If the Indemnitor has timely disputed its liability with respect to such claimCosts, as provided above, the Indemnitor and the Indemnitee shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute the Indemnitee shall be resolved in accordance with Section 11.4entitled to pursue such remedies as may be available to Indemnitee.

Other Claims. Within sixty (60) days after an In the event any Indemnitee sustains any Damages not involving a third party claim or action which such Indemnitee reasonably believes may give rise to should have a claim for indemnification from an against any Indemnitor hereunderunder this Article 12 that does not involve a Third-Party Claim, such the Indemnitee shall deliver notice of such claim to the Indemnitor’s Representative promptly following the discovery of any indemnifiable Loss or of facts or circumstances reasonably likely to result in any such indemnifiable Loss, specifying but in any event not later than the last day of the applicable Survival Period in accordance with reasonable detail Section 12.3. Each notice with respect to a claim (other than a Third-Party Claim) shall state the amount or good faith estimated amount of Losses with respect to such claim, the method of computation thereof, the specific basis for such claim, the representations, warranties or covenants alleged to have been breached (if such information is available or discernable at the time such notice is prepared) and copies of all notices and documents supporting the basis on which indemnification is being asserted and or bases for such claim. Within thirty (30) days following receipt of any such notice, the amount of Indemnitor’s Representative shall notify the Indemnitee as to whether the Indemnitor accepts liability for any such DamagesLoss. If the Indemnitor does not notify Indemnitor’s Representative disputes the Indemnitee within fifteen (15) Business Days following its receipt of such notice that the Indemnitor disputes its liability to the Indemnitee under this Article VII, such claim specified by the Indemnitee in such notice shall be conclusively deemed a liability of the Indemnitor under this Article VII and the Indemnitor shall pay the amount of such claim to the Indemnitee on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the Indemnitor has timely disputed its Indemnitor’s liability with respect to such claim, as provided above, the Indemnitor Indemnitor’s Representative and the Indemnitee shall proceed attempt to resolve such dispute in good faith to negotiate a resolution of such dispute andfaith. And, if not resolved through negotiationsthe good faith negotiations within thirty (30) days after the delivery of the objection notice referenced in the immediately preceding sentence (or such longer period as the Parties may mutually agree), either Party may commence Proceedings to resolve such dispute shall be resolved in accordance with Section 11.4dispute.

Other Claims. Within sixty (60) days As promptly as practicable after an Indemnitee sustains any Damages Losses not involving a third party claim or action which such Indemnitee reasonably believes may give rise to a claim for indemnification from an Indemnitor hereunder, such Indemnitee shall deliver notice of such claim to the Indemnitor, specifying with reasonable detail the basis on which indemnification is being asserted and the amount of such DamagesLosses. If the Indemnitor does not notify the Indemnitee within fifteen (15) Business Days 45 calendar days following its receipt of such notice that the Indemnitor disputes its liability to the Indemnitee under this Article VIIVI, such claim specified by the Indemnitee in such notice shall be conclusively deemed a liability of the Indemnitor under this Article VII VI and the Indemnitor shall pay the amount of such claim to the Indemnitee on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the Indemnitor has timely disputed its liability with respect to such claim, as provided above, the Indemnitor and the Indemnitee shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved in accordance with Section 11.4.

Other Claims. Within sixty twenty (6020) days after an Indemnitee sustains any Damages damages not involving a third party claim or action which such Indemnitee reasonably believes may give rise to a claim for indemnification from an Indemnitor hereunder, such Indemnitee shall deliver notice of such claim to the Indemnitor, specifying with reasonable detail the basis on which indemnification is being asserted and and, if practicable, the amount the Indemnitee estimates it will incur, lose or be required to pay as a result of such Damagesclaim. If the Indemnitor does not notify the Indemnitee within fifteen (15) Business Days days following its receipt of such notice that the Indemnitor disputes its liability to the Indemnitee under this Article VIIX, such claim specified by the Indemnitee in such notice shall be conclusively deemed a liability of the Indemnitor under this Article VII X and the Indemnitor shall pay the amount of such claim to the Indemnitee on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If so stated in the Indemnitor has timely disputed its liability with respect to such claimnotice, as provided above, the Indemnitor and the Indemnitee shall proceed in good faith to negotiate a resolution notice of such dispute and, if not resolved through negotiations, such dispute default given under Section 11.1 or 11.3 shall be resolved in accordance with considered an Indemnitee's notice under this Section 11.410.3(b).

Other Claims. Within sixty (60) days after an Indemnitee sustains becomes aware that it has sustained any Damages not involving a third party claim or action which such Indemnitee reasonably believes may give rise to a claim for indemnification from an Indemnitor hereunder, such Indemnitee shall deliver notice of such claim to the Indemnitor, specifying with reasonable detail the basis on which indemnification is being asserted and the amount of such Damages. If the Indemnitor does not notify the Indemnitee within fifteen (15) Business Days following its receipt of such notice that the Indemnitor disputes its liability to the Indemnitee under this Article VII, such claim specified by the Indemnitee in such notice shall be conclusively deemed a liability of the Indemnitor under this Article VII and the Indemnitor shall pay the amount of such claim to the Indemnitee on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the Indemnitor has timely disputed its liability with respect to such claim, as provided above, the Indemnitor and the Indemnitee shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved in accordance with Section 11.412.4.

Other Claims. Within sixty (60) 10 business days after an Indemnitee ------------ sustains any Damages not involving a third party claim or action which such Indemnitee reasonably believes may give rise to a claim for indemnification from an Indemnitor hereunder, such Indemnitee shall deliver notice of such claim to the Indemnitor, specifying with reasonable detail the basis on which indemnification is being asserted and the amount of such Damages. If the Indemnitor does not notify the Indemnitee within fifteen (15) Business Days 30 calendar days following its receipt of such notice that the Indemnitor disputes its liability to the Indemnitee under this Article VIISection 7, such claim specified by the Indemnitee in such notice shall be conclusively deemed a liability of the Indemnitor under this Article VII Section 7 and the Indemnitor shall pay the amount of such claim to the Indemnitee on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the Indemnitor has timely disputed its liability with respect to such claim, as provided above, the Indemnitor and the Indemnitee shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation in accordance with Section 11.4an appropriate court of competent jurisdiction.

Other Claims. Within sixty (60) days after an In the event any Indemnitee sustains should have a loss or claim against any Damages Indemnitor under this Article 12 that does not involving involve a third party claim or action which such Indemnitee reasonably believes may give rise to a claim for indemnification from an Indemnitor hereunderThird-Party Claim, such the Indemnitee shall deliver notice of such claim to the Indemnitor, specifying with reasonable detail Indemnitor promptly following discovery of any indemnifiable Loss or of facts or circumstances reasonably likely to result in any such indemnifiable Loss. Such notice shall state the basis on which indemnification is being asserted and the amount or an estimated amount of such Damagesclaim, and shall specify the facts and circumstances which form the basis (or bases) for such claim, and shall further specify the representations, warranties or covenants alleged to have been breached. Upon receipt of any such notice, the Indemnitor shall notify the Indemnitee as to whether the Indemnitor accepts liability for any such Loss. If the Indemnitor does not notify disputes the Indemnitee within fifteen (15) Business Days following its receipt of such notice that the Indemnitor disputes its liability to the Indemnitee under this Article VII, such claim specified by the Indemnitee in such notice shall be conclusively deemed a liability of the Indemnitor under this Article VII and the Indemnitor shall pay the amount of such claim to the Indemnitee on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the Indemnitor has timely disputed its Indemnitor’s liability with respect to such claim, as provided above, the Indemnitor and the Indemnitee shall proceed attempt to resolve such dispute in good faith. If, notwithstanding such good faith efforts to negotiate a resolution of such dispute and, if not resolved through negotiationssettle the dispute, such dispute shall be has not been resolved within 30 days after notice of the Indemnitor’s dispute of the claim, then the parties will comply with the procedures set forth in accordance with Section 11.412.8.

Other Claims. Within sixty (60) days after an In the event any Indemnitee sustains any Damages not involving a third party claim or action which such Indemnitee reasonably believes may give rise to should have a claim for indemnification against any Indemnitor under Section 9.02 or 9.04 that does not involve a Third Party Claim being asserted against or sought to be collected from an Indemnitor hereundersuch Indemnitee, such the Indemnitee shall deliver notice of such claim with reasonable promptness to the Indemnitor, specifying with reasonable detail the basis on which indemnification is being asserted and the amount of such Damages. If the Indemnitor does not notify the Indemnitee within fifteen (15) Business Days calendar days following its receipt of such notice that the Indemnitor disputes its liability to the Indemnitee under this Article VIISection 9.02 or 9.04, such claim specified by the Indemnitee in such notice shall be conclusively deemed a liability of the Indemnitor under this Article VII Section 9.02 or 9.04 and the Indemnitor shall pay the amount of such claim liability to the Indemnitee on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the Indemnitor has timely disputed its liability with respect to such claim, as provided above, the Indemnitor and the Indemnitee shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation in accordance with Section 11.4an appropriate court of competent jurisdiction.

Other Claims. Within sixty A claim for indemnification for any matter not involving a Third Party Claim may be asserted by prompt written notice thereof to the Sellers' Representative. Such notice by the Indemnified Party shall describe such claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicated the estimated amount, if reasonably practicable, of the Losses that have been or may be sustained by the Indemnified Party. The Indemnified Party shall allow the Indemnifying Party and its Representatives to reasonably investigate the matter or circumstance alleged to give rise to such claim, and whether and to what extent any amount is payable in respect of such claim and the Indemnified Party shall assist the Indemnifying Party's investigation by giving such information and assistance (60including, subject to a customary confidentiality agreement, access to the Company's applicable documents or records and personnel) as the Indemnifying Party or any of its Representatives may reasonably request. If within thirty (30) days after an Indemnitee sustains any Damages not involving a third party claim or action which such Indemnitee reasonably believes may give rise to receipt of notice of a claim for indemnification from an Indemnitor hereunderunder this Section 8.5, such Indemnitee shall deliver the Sellers' Representative has not given written notice of such claim any objection in reasonable detail to the Indemnitor, specifying Buyer Indemnified Person in connection with reasonable detail the basis on which indemnification is being asserted and the amount of such Damages. If the Indemnitor does not notify the Indemnitee within fifteen (15) Business Days following its receipt of such notice that the Indemnitor disputes its liability to the Indemnitee under this Article VII, such claim specified by the Indemnitee in such notice shall be conclusively deemed a liability of the Indemnitor under this Article VII and the Indemnitor shall pay the amount of such claim to the Indemnitee on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the Indemnitor has timely disputed its liability with respect to such claim, as provided abovethen it will be presumed that the Sellers' Representative has rejected such claim, in which case the Indemnitor and the Indemnitee shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute Buyer Indemnified Person shall be resolved in accordance with Section 11.4free to pursue such remedies as may be available to it on the terms and subject to the provisions of this Agreement.