Common use of PAYMENT; ARBITRATION Clause in Contracts

PAYMENT; ARBITRATION. Upon the occurrence of a Claim or Damages, other than a Third Party Claim, for which indemnification is believed to be due under this Article VII, the Indemnified Party shall provide notice of such Claim or Damages to the Indemnifying Party, stating the circumstances giving rise to the Claim or Damages, specifying the amount of the Claim or Damages and making a request for any payment then believed due. Any such claim for indemnification shall be conclusive against the Indemnifying Party in all respects 20 days after receipt by the Indemnifying Party of such notice, unless within such period the Indemnifying Party sends the Indemnified Party a notice disputing the propriety of such claim. Such notice of dispute shall describe the basis for such objection and the amount of the claim as to which the Indemnifying Party does not believe should be subject to indemnification. Upon receipt of any such notice of objection, both the Indemnified Party and the Indemnifying Party shall use their reasonable best efforts to cooperate and arrive at a mutually acceptable resolution of such dispute within the next 30 days. If a mutually acceptable resolution cannot be reached between the Indemnified Party and the Indemnifying Party with such 30-day period, either party may submit the dispute for resolution by a panel of three arbitrators selected from the panels of arbitrators of the American Arbitration Association in a city mutually selected by the Indemnifying Party and Indemnified Party (or, if no city can be mutually agreed upon within 15 days, then in Raleigh, North Carolina); provided, however, that (i) one arbitrator shall be selected by the Indemnified Party, the second arbitrator shall be selected by the Indemnifying Party, and the third arbitrator shall be selected by the two previously selected arbitrators and (ii) in all respects, such panel shall be governed by the American Arbitration Association’s then existing Commercial Arbitration Rules. If it is finally determined that all or a portion of such claim amount is owed to the Indemnified Party, the Indemnifying Party shall, within 10 days of such determination and subject to the limitations set forth herein, pay the Indemnified Party such amount owed, together with interest from the date that the Indemnified Party initially requested such payment until the date of actual payment, at an annual rate equal to the prime interest rate then generally in effect on the date of payment as set forth in The Wall Street Journal.

PAYMENT; ARBITRATION. Upon the occurrence of a Claim or Damages, other than a Third Party Claim, for which indemnification is believed to be due under this Article VIIhereunder which is not a Third Party Claim, the Indemnified Party shall provide notice of such Claim or Damages to the Indemnifying Party, stating in specific terms the circumstances giving rise to the Claim or DamagesClaim, specifying the amount of the Claim or Damages and making a request for any payment then believed due. Any such claim for indemnification Claim shall be conclusive against the Indemnifying Party in all respects 20 30 days after receipt by the Indemnifying Party of such notice, unless within such period the Indemnifying Party sends the Indemnified Party a notice disputing the propriety of such claimthe Claim. Such notice of dispute shall describe the basis for such objection and 44 39 the amount of the claim Claim as to which the Indemnifying Party does not believe should be subject to indemnification. Upon receipt of any such notice of objectiondispute, both the Indemnified Party and the Indemnifying Party shall use their all reasonable best efforts to cooperate and arrive at a mutually acceptable resolution of such dispute within the next 30 days. If a mutually acceptable resolution cannot be reached between the Indemnified Party and the Indemnifying Party with such 30-30- day period, either party may submit the dispute for resolution by binding arbitration pursuant to the provisions of this Section 8.04. If a panel party elects to submit such matter to arbitration, such party shall provide notice to the other party of three its election to do so, and the parties shall attempt to appoint a single arbitrator. If the parties are unable within 10 days after receipt of the notice to agree on a single arbitrator, then each party shall appoint one arbitrator, and the two arbitrators selected from so appointed shall name a third arbitrator within a period of 10 days after their nomination. If the panels of two arbitrators fail to appoint a third arbitrator within such 10-day period, a third arbitrator shall be appointed pursuant to the then existing Commercial Arbitration Rules (the "Rules") of the American Arbitration Association Association. In all respects, such panel and the arbitration proceeding shall be governed by the Rules, and the place of arbitration shall be in a city mutually selected by the Indemnifying Party and the Acquiror Indemnified Party (or, if no city can be mutually agreed upon within 15 10 days, then in RaleighHouston, North CarolinaTexas); provided, however, that (i) one arbitrator shall be selected by the Indemnified Party, the second arbitrator shall be selected by the Indemnifying Party, and the third arbitrator shall be selected by the two previously selected arbitrators and (ii) in all respects, such panel shall be governed by the American Arbitration Association’s then existing Commercial Arbitration Rules. If it is finally determined that all or a portion of such claim Claim amount is owed to the Indemnified Party, then such Claim amount shall be satisfied in accordance with Section 8.05 of this Agreement and the Indemnifying Party shall, within 10 days of such determination and subject to the limitations set forth herein, pay the Acquiror Indemnified Party such amount owedshall be entitled to recovery of all expenses, together including reasonable attorneys' fees, incurred in connection with interest enforcing its rights under this Article VIII. Judgment upon the award resulting from arbitration may be entered in any court having jurisdiction for direct enforcement, or any application may be made to a court for a judicial acceptance of the date that award and an order of enforcement, as the Indemnified Party initially requested such payment until the date of actual payment, at an annual rate equal to the prime interest rate then generally in effect on the date of payment as set forth in The Wall Street Journalcase may be.

PAYMENT; ARBITRATION. Upon the occurrence of a Claim or Damages, (other than a Third Party Claim, ) for which indemnification is believed to be due under this Article VIIhereunder, the Indemnified Party shall provide notice of such Claim or Damages to the Indemnifying Party, stating in specific terms the circumstances giving rise to the Claim or DamagesClaim, specifying the amount of the Claim or Damages and making a request for any payment then believed due. Any such claim for indemnification Claim shall be conclusive against the Indemnifying Party in all respects 20 30 days after receipt by the Indemnifying Party of such notice, unless within such period the Indemnifying Party sends the Indemnified Party a notice disputing the propriety of such claimthe Claim. Such notice of dispute shall describe the basis for such objection and the amount of the claim Claim as to which the Indemnifying Party does not believe should be subject to indemnification. Upon receipt of any such notice of objectiondispute, both the Indemnified Party and the Indemnifying Party shall use their all reasonable best efforts to cooperate and arrive at a mutually acceptable resolution of such dispute within the next 30 days. If a mutually acceptable resolution cannot be reached between the Indemnified Party and the Indemnifying Party with such 30-day period, either party may submit the dispute for resolution by binding arbitration pursuant to the provisions of this Section 8.04. If a panel party elects to submit such matter to arbitration, such party shall provide notice to the other party of three its election to do so, and the parties shall attempt to appoint a single arbitrator. If the parties are unable within 10 days after receipt of the notice to agree on a single arbitrator, then each party shall appoint one arbitrator, and the two arbitrators selected from so appointed shall name a third arbitrator within a period of 10 days after their nomination. If the panels of two arbitrators fail to appoint a third arbitrator within such 10-day period, a third arbitrator shall be appointed pursuant to the then existing Commercial Arbitration Rules (the "Rules") of the American Arbitration Association Association. In all respects, such panel and the arbitration proceeding shall be governed by the Rules, and the place of arbitration shall be in a city mutually selected by the Indemnifying Party and the Acquiror Indemnified Party (or, if no city can be mutually agreed upon within 15 10 days, then in RaleighHouston, North CarolinaTexas); provided, however, that (i) one arbitrator shall be selected by the Indemnified Party, the second arbitrator shall be selected by the Indemnifying Party, and the third arbitrator shall be selected by the two previously selected arbitrators and (ii) in all respects, such panel shall be governed by the American Arbitration Association’s then existing Commercial Arbitration Rules. If it is finally determined that all or a portion of such claim Claim amount is owed to the Indemnified Party, then such Claim amount shall be satisfied in accordance with Section 8.05 of this Agreement and the Indemnifying Party shall, within 10 days of such determination and subject to the limitations set forth herein, pay the Acquiror Indemnified Party such amount owedshall be entitled to recovery of all expenses, together including reasonable attorneys' fees, incurred in connection with interest enforcing its rights under this Article VIII. Judgment upon the award resulting from arbitration may be entered in any court having jurisdiction for direct enforcement, or any application may be made to a court for a judicial acceptance of the date that award and an order of enforcement, as the Indemnified Party initially requested such payment until the date of actual payment, at an annual rate equal to the prime interest rate then generally in effect on the date of payment as set forth in The Wall Street Journalcase may be.

PAYMENT; ARBITRATION. Upon the occurrence of a Claim or Damages, other than (subject to Section 8.03 with respect to a Third Party Claim, ) for which indemnification is believed to be due under this Article VIIhereunder, the Indemnified Party shall provide notice of such Claim or Damages to the Indemnifying Party, stating in specific terms the circumstances giving rise to the Claim or DamagesClaim, specifying the amount of the Claim or Damages and making a request for any payment then believed due. Any such claim for indemnification Claim shall be conclusive against the Indemnifying Party in all respects 20 30 days after receipt by the Indemnifying Party of such notice, unless within such period the Indemnifying Party sends the Indemnified Party a notice disputing the propriety of such claimthe Claim. Such notice of dispute shall describe the basis for such objection and the amount of the claim Claim as to which the Indemnifying Party does not believe should be subject to indemnification. Upon receipt of any such notice of objectiondispute, both the Indemnified Party and the Indemnifying Party shall use their all reasonable best efforts to cooperate and arrive at a mutually acceptable resolution of such dispute within the next 30 days. If a mutually acceptable resolution cannot be reached between the Indemnified Party and the Indemnifying Party with such 30-day period, either party may submit the dispute for resolution by binding arbitration pursuant to the provisions of this Section 8.04. If a panel party elects to submit such matter to arbitration, such party shall provide notice to the other party of three its election to do so, and the parties shall attempt to appoint a single arbitrator. If the parties are unable within 10 days after receipt of the notice to agree on a single arbitrator, then each party shall appoint one arbitrator, and the two arbitrators selected from so appointed shall name a third arbitrator within a period of 10 days after their nomination. If the panels of two arbitrators fail to appoint a third arbitrator within such 10-day period, a third arbitrator shall be appointed pursuant to the then existing Commercial Arbitration Rules (the "Rules") of the American Arbitration Association Association. In all respects, such panel and the arbitration proceeding shall be governed by the Rules, and the place of arbitration shall be in a city mutually selected by the Indemnifying Party and the Acquiror Indemnified Party (or, if no city can be mutually agreed upon within 15 10 days, then in RaleighHouston, North CarolinaTexas); provided, however, that (i) one arbitrator shall be selected by the Indemnified Party, the second arbitrator shall be selected by the Indemnifying Party, and the third arbitrator shall be selected by the two previously selected arbitrators and (ii) in all respects, such panel shall be governed by the American Arbitration Association’s then existing Commercial Arbitration Rules. If it is finally determined that all or a portion of such claim Claim amount is owed to the Indemnified Party, then such Claim amount shall be satisfied in accordance with Section 8.05 of this Agreement and the Indemnifying Party shall, within 10 days of such determination and subject to the limitations set forth herein, pay the Acquiror Indemnified Party such amount owedshall be entitled to recovery of all expenses, together including reasonable attorneys' fees, incurred in connection with interest enforcing its rights under this Article VIII. Judgment upon the award resulting from arbitration may be entered in any court having jurisdiction for direct enforcement, or any application may be made to a court for a judicial acceptance of the date that award and an order of enforcement, as the Indemnified Party initially requested such payment until the date of actual payment, at an annual rate equal to the prime interest rate then generally in effect on the date of payment as set forth in The Wall Street Journalcase may be.

PAYMENT; ARBITRATION. Upon the occurrence of a Claim or Damages, other than a Third Party Claim, for which indemnification is believed to be due under this Article VIIhereunder, the Indemnified Party shall provide notice of such Claim or Damages to the Indemnifying Party, stating in specific terms the circumstances giving rise to the Claim or DamagesClaim, specifying the amount of the Claim or Damages and making a request for any payment then believed due. Any such claim for indemnification Claim shall be conclusive against the Indemnifying Party in all respects 20 30 days after receipt by the Indemnifying Party of such notice, unless within such period the Indemnifying Party sends the Indemnified Party a notice disputing the propriety of such claimthe Claim. Such notice of dispute shall describe the basis for such objection and the amount of the claim Claim as to which the Indemnifying Party does not believe should be subject to indemnification. Upon receipt of any such notice of objectiondispute, both the Indemnified Party and the Indemnifying Party shall use their all reasonable best efforts to cooperate and arrive at a mutually acceptable resolution of such dispute within the next 30 days. If a mutually acceptable resolution cannot be reached between the Indemnified Party and the Indemnifying Party with such 30-day period, either party may submit the dispute for resolution by binding arbitration pursuant to the provisions of this Section 9.04. If a panel party elects to submit such matter to arbitration, such party shall provide notice to the other party of three its election to do so, and the parties shall attempt to appoint a single arbitrator. If the parties are unable within 10 days of receipt of the notice to agree on a single arbitrator, then each party shall appoint one arbitrator, and the two arbitrators selected from so appointed shall name a third arbitrator within a period of 10 days of their nomination. If the panels of two arbitrators fail to appoint a third arbitrator within such 10-day period, a third arbitrator shall be appointed pursuant to the Commercial Arbitration Rules of the American Arbitration Association Association. In all respects, such panel shall be governed by the American Arbitration Association's then existing Commercial Arbitration Rules, and the place of arbitration shall be in a city mutually selected by the Indemnifying Party and the Indemnified Party (or, if no city can be mutually agreed upon within 15 10 days, then in RaleighHouston, North CarolinaTexas); provided, however, that (i) one arbitrator shall be selected by the Indemnified Party, the second arbitrator shall be selected by the Indemnifying Party, and the third arbitrator shall be selected by the two previously selected arbitrators and (ii) in all respects, such panel shall be governed by the American Arbitration Association’s then existing Commercial Arbitration Rules. If it is finally determined that all or a portion of such claim Claim amount is owed to the Indemnified Party, then such Claim amount shall be satisfied in accordance with Section 9.02 hereof. Judgment upon the Indemnifying Party shallaward resulting from arbitration may be entered in any court having jurisdiction for direct enforcement, within 10 days or any application may be made to a court for a judicial acceptance of such determination the award and subject to an order of enforcement, as the limitations set forth herein, pay the Indemnified Party such amount owed, together with interest from the date that the Indemnified Party initially requested such payment until the date of actual payment, at an annual rate equal to the prime interest rate then generally in effect on the date of payment as set forth in The Wall Street Journalcase may be.

PAYMENT; ARBITRATION. Upon the occurrence of a Claim or Damages, other than a Third Party Claim, for which indemnification is believed to be due under this Article VII, the Indemnified Party shall provide notice of such Claim or Damages to the Indemnifying Party, stating the circumstances giving rise to the Claim or Damages, specifying the amount of the Claim or Damages and making a request for any payment then believed due. Any such claim for indemnification shall be conclusive against the Indemnifying Party in all respects 20 days after receipt by the Indemnifying Party of such notice, unless within such period the Indemnifying Party sends the Indemnified Party a notice disputing the propriety of such claim. Such notice of dispute shall describe the basis for such objection and the amount of the claim as to which the Indemnifying Party does not believe should be subject to indemnification. Upon receipt of any such notice of objection, both the Indemnified Party and the Indemnifying Party shall use their reasonable best efforts to cooperate and arrive at a mutually acceptable resolution of such dispute within the next 30 days. If a mutually acceptable resolution cannot be reached between the Indemnified Party and the Indemnifying Party with such 30-day period, either party may submit the dispute for resolution by a panel of three arbitrators selected from the panels of arbitrators of the American Arbitration Association in a city mutually selected by the Indemnifying Party and Indemnified Party (or, if no city can be mutually agreed upon within 15 days, then in RaleighAtlanta, North CarolinaGeorgia); provided, however, that (i) one arbitrator shall be selected by the Indemnified Party, the second arbitrator shall be selected by the Indemnifying Party, and the third arbitrator shall be selected by the two previously selected arbitrators and (ii) in all respects, such panel shall be governed by the American Arbitration Association’s 's then existing Commercial Arbitration Rules. If it is finally determined that all or a portion of such claim amount is owed to the Indemnified Party, the Indemnifying Party shall, within 10 days of such determination and subject to the limitations set forth herein, pay the Indemnified Party such amount owed, together with interest from the date that the Indemnified Party initially requested such payment until the date of actual payment, at an annual rate equal to the prime interest rate then generally in effect on the date of payment as set forth in The Wall Street Journal.

PAYMENT; ARBITRATION. Upon the occurrence of a Claim or Damages, other than a Third Party Claim, for which indemnification is believed to be due under this Article VII, the Indemnified Party shall provide notice of such Claim or Damages to the Indemnifying Party, stating the circumstances giving rise to the Claim or Damages, specifying the amount of the Claim or Damages and making a request for any payment then believed due. Any such claim for indemnification shall be conclusive against the Indemnifying Party in all respects 20 days after receipt by the Indemnifying Party of such notice, unless within such period the Indemnifying Party sends the Indemnified Party a notice disputing the propriety of such claim. Such notice of dispute shall describe the basis for such objection and the amount of the claim as to which the Indemnifying Party does not believe should be subject to indemnification. Upon receipt of any such notice of objection, both the Indemnified Party and the Indemnifying Party shall use their reasonable best efforts to cooperate and arrive at a mutually acceptable resolution of such dispute within the next 30 days. If a mutually acceptable resolution cannot be reached between the Indemnified Party and the Indemnifying Party with such 30-day period, either party may submit the dispute for resolution by a panel of three arbitrators selected from the panels of arbitrators of the American Arbitration Association in a city mutually selected by the Indemnifying Party and Indemnified Party (or, if no city can be mutually agreed upon within 15 days, then in Raleigh, North Carolina); provided, however, that (i) one arbitrator shall be selected by the Indemnified Party, the second arbitrator shall be selected by the Indemnifying Party, and the third arbitrator shall be selected by the two previously selected arbitrators and (ii) in all respects, such panel shall be governed by the American Arbitration Association’s 's then existing Commercial Arbitration Rules. If it is finally determined that all or a portion of such claim amount is owed to the Indemnified Party, the Indemnifying Party shall, within 10 days of such determination and subject to the limitations set forth herein, pay the Indemnified Party such amount owed, together with interest from the date that the Indemnified Party initially requested such payment until the date of actual payment, at an annual rate equal to the prime interest rate then generally in effect on the date of payment as set forth in The Wall Street Journal.

PAYMENT; ARBITRATION. Upon the occurrence of a Claim or Damages, other than a Third Party Claim, for which indemnification is believed to be due under this Article VIIhereunder, the Indemnified Party shall provide notice of such Claim or Damages to the Indemnifying Party, stating in specific terms the circumstances giving rise to the Claim or DamagesClaim, specifying the amount of the Claim or Damages and making a request for any payment then believed due. Any such claim for indemnification Claim shall be conclusive against the Indemnifying Party in all respects 20 30 days after receipt by the Indemnifying Party of such notice, unless within such period the Indemnifying Party sends the Indemnified Party a notice disputing the propriety of such claimthe Claim. Such notice of dispute shall describe the basis for such objection and the amount of the claim Claim as to which the Indemnifying Party does not believe should be subject to indemnification. Upon receipt of any such notice of objectiondispute, both the Indemnified Party and the Indemnifying Party shall use their all reasonable best efforts to cooperate and arrive at a mutually acceptable resolution of such dispute within the next 30 days. If a mutually acceptable resolution cannot be reached between the Indemnified Party and the Indemnifying Party with such 30-day period, either party may submit the dispute for resolution by binding arbitration pursuant to the provisions of this Section 8.04. If a panel party elects to submit such matter to arbitration, such party shall provide notice to the other party of three its election to do so, and the parties shall attempt to appoint a single arbitrator. If the parties are unable within 10 days of receipt of the notice to agree on a single arbitrator, then each party shall appoint one arbitrator, and the two arbitrators selected from so appointed shall name a third arbitrator within a period of 10 days of their nomination. If the panels of two arbitrators fail to appoint a third arbitrator within such 10-day period, a third arbitrator shall be appointed pursuant to the Commercial Arbitration Rules of the American Arbitration Association Association. In all respects, such panel shall be governed by the American Arbitration Association's then existing Commercial Arbitration Rules, and the place of arbitration shall be in a city mutually selected by the Indemnifying Party and the Indemnified Party (or, if no city can be mutually agreed upon within 15 10 days, then in RaleighHouston, North CarolinaTexas); provided, however, that (i) one arbitrator shall be selected by the Indemnified Party, the second arbitrator shall be selected by the Indemnifying Party, and the third arbitrator shall be selected by the two previously selected arbitrators and (ii) in all respects, such panel shall be governed by the American Arbitration Association’s then existing Commercial Arbitration Rules. If it is finally determined that all or a portion of such claim amount is owed to the Indemnified Party, the Indemnifying Party shall, within 10 days of such determination and subject to the limitations set forth herein, pay the Indemnified Party such amount owed, together with interest from the date that the Indemnified Party initially requested such payment until the date of actual payment, at an annual rate equal to the prime interest rate then generally in effect on the date of payment as set forth in The Wall Street Journal.Claim amount

PAYMENT; ARBITRATION. Upon the occurrence of a Claim or Damages, other than a Third Party Claim, for which indemnification is believed to be due under this Article VIIhereunder which is not a Third Party Claim, the Indemnified Party shall provide notice of such Claim or Damages to the Indemnifying Party, stating in specific terms the circumstances giving rise to the Claim or DamagesClaim, specifying the amount of the Claim or Damages and making a request for any payment then believed due. Any such claim for indemnification Claim shall be conclusive against the Indemnifying Party in all respects 20 30 days after receipt by the Indemnifying Party of such notice, unless within such period the Indemnifying Party sends the Indemnified Party a notice disputing the propriety of such claimthe Claim. Such notice of dispute shall describe the basis for such objection and the amount of the claim Claim as to which the Indemnifying Party does not believe should be subject to indemnification. Upon receipt of any such notice of objectiondispute, both the Indemnified Party and the Indemnifying Party shall use their all reasonable best efforts to cooperate and arrive at a mutually acceptable resolution of such dispute within the next 30 days. If a mutually acceptable resolution cannot be reached between the Indemnified Party and the Indemnifying Party with such 30-day period, either party may submit the dispute for resolution by binding arbitration pursuant to the provisions of this Section 8.04. If a panel party elects to submit such matter to arbitration, such party shall provide notice to the other party of three its election to do so, and the parties shall attempt to appoint a single arbitrator. If the parties are unable within 10 days after receipt of the notice to agree on a single arbitrator, then each party shall appoint one arbitrator, and the two arbitrators selected from so appointed shall name a third arbitrator within a period of 10 days after their nomination. If the panels of two arbitrators fail to appoint a third arbitrator within such 10-day period, a third arbitrator shall be appointed pursuant to the then existing Commercial Arbitration Rules (the "Rules") of the American Arbitration Association Association. In all respects, such panel and the arbitration proceeding shall be governed by the Rules, and the place of arbitration shall be in a city mutually selected by the Indemnifying Party and the Acquiror Indemnified Party (or, if no city can be mutually agreed upon within 15 10 days, then in RaleighHouston, North CarolinaTexas); provided, however, that (i) one arbitrator shall be selected by the Indemnified Party, the second arbitrator shall be selected by the Indemnifying Party, and the third arbitrator shall be selected by the two previously selected arbitrators and (ii) in all respects, such panel shall be governed by the American Arbitration Association’s then existing Commercial Arbitration Rules. If it is finally determined that all or a portion of such claim Claim amount is owed to the Indemnified Party, then such Claim amount shall be satisfied in accordance with Section 8.05 of this Agreement and the Indemnifying Party shall, within 10 days of such determination and subject to the limitations set forth herein, pay the Acquiror Indemnified Party such amount owedshall be entitled to recovery of all expenses, together including reasonable attorneys' fees, incurred in connection with interest enforcing its rights under this Article VIII. Judgment upon the award resulting from arbitration may be entered in any court having jurisdiction for direct enforcement, or any application may be made to a court for a judicial acceptance of the date that award and an order of enforcement, as the Indemnified Party initially requested such payment until the date of actual payment, at an annual rate equal to the prime interest rate then generally in effect on the date of payment as set forth in The Wall Street Journalcase may be.

PAYMENT; ARBITRATION. Upon the occurrence of a Claim or Damages, other than a Third Party Claim, for which indemnification is believed to be due under this Article VIIX (excluding Section 10.09), the Indemnified Party shall provide notice of such Claim or Damages to the Indemnifying Party, stating the circumstances giving rise to the Claim or Damages, specifying the amount of the Claim or Damages and making a request for any payment then believed due. Any such claim for indemnification shall be conclusive against the Indemnifying Party in all respects 20 days after receipt by the Indemnifying Party of such notice, unless within such period the Indemnifying Party sends the Indemnified Party a notice disputing the propriety of such claim. Such notice of dispute shall describe the basis for such objection and the amount of the claim as to which the Indemnifying Party does not believe should be subject to indemnification. Upon receipt of any such notice of objection, both the Indemnified Party and the Indemnifying Party shall use their reasonable best efforts to cooperate and arrive at a mutually acceptable resolution of such dispute within the next 30 days. If a mutually acceptable resolution cannot be reached between the Indemnified Party and the Indemnifying Party with such 30-day period, either party may submit the dispute for resolution by a panel of three arbitrators selected from the panels of arbitrators of the American Arbitration Association in a city mutually selected by the Indemnifying Party and Indemnified Party (or, if no city can be mutually agreed upon within 15 days, then in RaleighNew York, North CarolinaNew York); provided, however, that (i) one arbitrator shall be selected by the Indemnified Party, the second arbitrator shall be selected by the Indemnifying Party, and the third arbitrator shall be selected by the two previously selected arbitrators and (ii) in all respects, such panel shall be governed by the American Arbitration Association’s 's then existing Commercial Arbitration Rules. If it is finally determined that all or a portion of such claim amount is owed to the Indemnified Party, the Indemnifying Party shall, within 10 days of such determination and subject to the limitations set forth hereindetermination, pay the Indemnified Party such amount owed, together with interest from the date that the Indemnified Party initially requested such payment until the date of actual payment, at an annual rate equal to the prime interest rate then generally in effect on the date of payment as set forth in The Wall Street JournalJournal in shares of Buyer Common Stock in accordance with Section 10.06. Subject to Section 10.06, upon the occurrence of a Third Party Claim, the Indemnified Party shall be entitled to payment of such Claim upon presentation of a notice setting forth the information specified in the first sentence of this Section 10.05, and thereafter the Indemnifying party shall have the right to contest such Claim during the time periods and pursuant to the means set forth in this Section 10.05 for Claims other than Third Party Claims.