Common use of Procedure for Direct Claims Clause in Contracts

Procedure for Direct Claims. In the event that an Indemnified Party advances a Claim for indemnification hereunder that does not involve a Third Party Claim, the Indemnified Party shall, as promptly as practicable, deliver to the Indemnifying Party a written notice that contains: (a) a description and the amount (the “Claimed Amount”) of any Losses incurred or suffered by the Indemnified Party; (b) a statement that the Indemnified Party is entitled to indemnification under this Article 6 and a reasonable explanation of the basis therefor; and (c) a demand for payment by the Indemnifying Party. Within thirty (30) days after delivery of such written notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party of the Claimed Amount); (ii) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case such response shall be accompanied by payment by the Indemnifying Party of the Agreed Amount); or (iii) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party contests the payment of all or any part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute as promptly as practicable. If such dispute is not resolved within 60 days or such longer period as may reasonably be required in order to properly exchange all relevant information following the delivery by the Indemnifying Party of such response, the Indemnified Party and the Indemnifying Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with Section 8.10.

Procedure for Direct Claims. In the event that an Indemnified Party advances a (i) Any Direct Claim for indemnification hereunder that does not involve a Third Party Claim, shall be asserted by written notice given by the Indemnified Party shall, as promptly as practicable, deliver to the Indemnifying Party (each a written notice that contains: “Direct Claim Notice”). The Indemnifying Party shall have a period of twenty (a20) a description and Business Days from the amount date of receipt (the “Claimed AmountDirect Claim Notice Period”) of any Losses incurred or suffered by the Indemnified Party; (b) within which to respond to a statement that the Indemnified Party is entitled to indemnification under this Article 6 and a reasonable explanation of the basis therefor; and (c) a demand for payment by the Indemnifying Party. Within thirty (30) days after delivery of such written notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party of the Claimed Amount); (ii) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case such response shall be accompanied by payment by the Indemnifying Party of the Agreed Amount); or (iii) contest that the Indemnified Party is entitled to receive any of the Claimed AmountDirect Claim Notice. If the Indemnifying Party contests does not respond in writing within the payment of all or any part of the Claimed AmountDirect Claim Notice Period, then the Indemnifying Party shall be deemed to have accepted responsibility for the claimed indemnification and shall have no further right to contest the validity of that claim. If the Indemnifying Party does respond in writing within the Direct Claim Notice Period, and rejects the claim in whole or in part, the Indemnified Party shall use good faith efforts be free to resolve such dispute as promptly as practicablepursue all remedies under Section 11.11. If such dispute is To the extent that any FAAC Indemnitees prevail in a Direct Claim (or the Members’ Representative concedes (on behalf of the Members), or otherwise does not resolved within 60 days or such longer period as may reasonably timely respond to a Direct Claim Notice made by FAAC) then the Direct Claim shall be satisfied from the General Indemnity Escrow (and the Escrow Agent shall pay to FAAC from the General Indemnity Escrow the amount of the Direct Claim) with no further action required in order to properly exchange all relevant information following the delivery by the Indemnifying Party of such responseMembers, or the Indemnified Party and Members’ Representative. Direct Claims shall be satisfied from the Indemnifying Party shall each have General Indemnity Escrow Property in the right to submit such dispute to a court of competent jurisdiction General Indemnity Escrow with the FAAC stock then in accordance with Section 8.10the General Indemnity Escrow valued at the Average Share Value.

Procedure for Direct Claims. In the event that an Indemnified Party advances a Claim for indemnification hereunder that does not involve a Third Party Claimclaim against an Indemnifying Party, the Indemnified Party shall, as promptly as practicable, deliver to the Indemnifying Party a written notice that contains: (a) a description and the amount (the “"Claimed Amount”") of any Losses incurred or suffered by the Indemnified Party; (b) a statement that the Indemnified Party is entitled to indemnification under this Article 6 9 and a reasonable explanation of the basis therefor; and (c) a demand for payment by from the Indemnifying Party. Within thirty (30) days after delivery of such written notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party of the Claimed Amount); (ii) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “"Agreed Amount”") (in which case such response shall be accompanied by payment by the Indemnifying Party of the Agreed Amount); or (iii) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party contests the payment of all or any part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute as promptly as practicable. If such dispute is not resolved within 60 days or such longer period as may reasonably be required in order to properly exchange all relevant information following the delivery by the Indemnifying Party of such response, the Indemnified Party and the Indemnifying Party shall each have the right to submit resolve such dispute to a court of competent jurisdiction in accordance with Section 8.10Article 10.

Procedure for Direct Claims. In the event that an Indemnified Party advances a (i) Any Direct Claim for indemnification hereunder that does not involve a Third Party Claim, shall be asserted by written notice given by the Indemnified Party shall, as promptly as practicable, deliver to the Indemnifying Party (each a written notice that contains: “Direct Claim Notice”). The Indemnifying Party shall have a period of twenty (a20) a description and Business Days from the amount date of receipt (the “Claimed AmountDirect Claim Notice Period”) of any Losses incurred or suffered by the Indemnified Party; (b) within which to respond to a statement that the Indemnified Party is entitled to indemnification under this Article 6 and a reasonable explanation of the basis therefor; and (c) a demand for payment by the Indemnifying Party. Within thirty (30) days after delivery of such written notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party of the Claimed Amount); (ii) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case such response shall be accompanied by payment by the Indemnifying Party of the Agreed Amount); or (iii) contest that the Indemnified Party is entitled to receive any of the Claimed AmountDirect Claim Notice. If the Indemnifying Party contests does not respond in writing within the payment of all or any part of the Claimed AmountDirect Claim Notice Period, then the Indemnifying Party shall be deemed to have accepted responsibility for the claimed indemnification and shall have no further right to contest the validity of that claim. If the Indemnifying Party does respond in writing within the Direct Claim Notice Period, and rejects the claim in whole or in part, the Indemnified Party shall use good faith efforts be free to resolve such dispute as promptly as practicablepursue all remedies under Section 11.11. If such dispute is To the extent that any FSAC Indemnitees prevail in a Direct Claim (or the Shareholders’ Representative concedes (on behalf of the Shareholders), or otherwise does not resolved within 60 days or such longer period as may reasonably timely respond to a Direct Claim Notice made by FSAC) then the Direct Claim shall be satisfied from the General Indemnity Escrow (and the Escrow Agent shall pay to FSAC from the General Indemnity Escrow the amount of the Direct Claim) with no further action required in order to properly exchange all relevant information following the delivery by the Indemnifying Party Shareholders, or the Shareholders’ Representative. In the event that a Direct Claim is in excess of the General Indemnity Escrow, the Founders shall be and remain jointly and severally liable for any or all of such responseexcess, subject to the Indemnified Party limitations of this ARTICLE IX, including without limitation, Sections 9.2(e) and the Indemnifying Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with Section 8.109.2(f).

Procedure for Direct Claims. In the event that Any claim for indemnification (other than a Third-Party Claim covered by Section 8.3(b) ) by an Indemnified Party advances on account of a Claim for indemnification hereunder Loss that does not involve a Third Party Claim, has been or may be suffered or incurred by the Indemnified Party shall, as promptly as practicable, deliver to (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party a written notice Claim Notice; provided, however, any delay or failure to give such a Claim Notice shall not relieve the Indemnifying Party of its indemnification obligations except and only to the extent, if at all, that contains: (a) a description the Indemnifying Party has been materially prejudiced by reason of such delay or failure. Each Claim Notice shall describe the Direct Claim in reasonable detail and shall indicate the amount (estimated amount, if reasonably practicable to do so, of the “Claimed Amount”) of any Losses incurred Loss that has been or suffered may be sustained by the Indemnified Party; . The Indemnifying Party shall have forty-five (b) a statement that the Indemnified Party is entitled to indemnification under this Article 6 and a reasonable explanation of the basis therefor; and (c) a demand for payment by the Indemnifying Party. Within thirty (3045) days after delivery its receipt of a Claim Notice to respond in writing to such written noticeDirect Claim and, the Indemnifying Party shall deliver to the Indemnified Party failing a written response in which objecting to the Indemnifying Party shall: (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party of the Claimed Amount); (ii) agree that the Indemnified Party is entitled to receive partDirect Claim, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case such response shall be accompanied by payment by the Indemnifying Party of the Agreed Amount); or (iii) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party contests the payment of all or any part of the Claimed Amount, if the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute as promptly as practicable. If such dispute is not resolved within 60 days or such longer period as may reasonably be required in order to properly exchange all relevant information following the delivery by the Indemnifying Party of such response, the agree that an Indemnified Party and is entitled to recover any amounts pursuant to this Agreement, the Indemnifying Party shall each have promptly deliver such amounts to the right Indemnified Party (or any Person designed by the Indemnified Party), including, as applicable, by delivering a joint written instruction to submit the Escrow Agent instructing the Escrow Agent to pay to Buyer, from the Indemnity Escrow Account, such dispute to a court amount that is due and payable (or, in the event such amount is greater than the Indemnity Escrow Amount, all of competent jurisdiction in accordance with Section 8.10the Indemnity Escrow Amount).

Procedure for Direct Claims. In the event that an Indemnified Party advances a (i) Any Direct Claim for indemnification hereunder that does not involve a Third Party Claim, shall be asserted by written notice given by the Indemnified Party shall, as promptly as practicable, deliver to the Indemnifying Party (each a written notice that contains: “Direct Claim Notice”). The Indemnifying Party shall have a period of twenty (a20) a description and Business Days from the amount date of receipt (the “Claimed AmountDirect Claim Notice Period”) of any Losses incurred or suffered by the Indemnified Party; (b) within which to respond to a statement that the Indemnified Party is entitled to indemnification under this Article 6 and a reasonable explanation of the basis therefor; and (c) a demand for payment by the Indemnifying Party. Within thirty (30) days after delivery of such written notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party of the Claimed Amount); (ii) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case such response shall be accompanied by payment by the Indemnifying Party of the Agreed Amount); or (iii) contest that the Indemnified Party is entitled to receive any of the Claimed AmountDirect Claim Notice. If the Indemnifying Party contests does not respond in writing within the payment of all or any part of the Claimed AmountDirect Claim Notice Period, then the Indemnifying Party shall be deemed to have accepted responsibility for the claimed indemnification and shall have no further right to contest the validity of that claim. If the Indemnifying Party does respond in writing within the Direct Claim Notice Period, and rejects the claim in whole or in part, the Indemnified Party shall use good faith efforts be free to resolve such dispute pursue all remedies under Section 11.11. To the extent that any FAAC Indemnitees prevail in a Direct Claim (or the Members’ Representative concedes (on behalf of the Members), or otherwise does not timely respond to a Direct Claim Notice made by FAAC) then the Direct Claim shall be satisfied from the General Indemnity Escrow (and the Escrow Agent shall pay to FAAC from the General Indemnity Escrow the amount of the Direct Claim) with no further action required by the Members, or the Members’ Representative. Direct Claims shall be satisfied from the FAAC common stock and cash in the General Indemnity Escrow, pro rata in the same proportion as promptly as practicable. If such dispute is not resolved within 60 days the cash and the value of the FAAC common stock then in the General Indemnity Escrow bear to one another (with the FAAC stock then in the General Indemnity Escrow (valued at the closing price of the FAAC common stock (on Nasdaq OTC, or such longer period as may reasonably be required in order other recognized stock market on which the FAAC common stock is then trading) on the last trading day immediately prior to properly exchange all relevant information following the day of delivery of such stock by the Indemnifying Party Escrow Agent to FAAC). For example, if as of the date the Escrow Agent makes a distribution of $500,000 to FAAC pursuant to this Section 9.2(d) and the General Indemnity Escrow contains (A) $2,716,100 of cash and comprising 70.55% of the General Indemnity Escrow, and (B) FAAC common stock with a value of $1,334,000 (valued at the closing price of the FAAC common stock (on Nasdaq OTC, or such other recognized stock market on which the FAAC common stock is then trading) on the last trading day immediately prior to the day of delivery of such responsestock by the Escrow Agent to FAAC) comprising 29.45% of the General Indemnity Escrow; then the distribution by the Escrow Agent to FAAC shall be comprised of cash in the amount of $352,750 and FAAC common stock with a value of $142,250 (valued at the closing price of the FAAC common stock (on Nasdaq OTC, or such other recognized stock market on which the FAAC common stock is then trading) on the last trading day immediately prior to the day of delivery of such stock by the Escrow Agent to FAAC). In the event that a Direct Claim is in excess of the General Indemnity Escrow, the Indemnified Party Members shall be and remain jointly and severally liable for any or all of such excess, subject to the Indemnifying Party shall each have the right to submit such dispute to a court limitations of competent jurisdiction in accordance with Section 8.10this ARTICLE IX, including without limitation, Sections 9.2(e) and 9.2(f).

Procedure for Direct Claims. In the event that an the Indemnified Party advances should have a Claim claim for indemnification hereunder that does not involve a Third Party Claim, the Indemnified Party shall, as promptly as practicable, deliver to the Indemnifying Party a written notice that contains: contains (a) a description and the amount (the “Claimed Amount”) of any Losses and Expenses incurred or suffered by the Indemnified Party; , (b) a statement that the Indemnified Party is entitled to indemnification under this Article 6 11 and a reasonable explanation of the basis therefor; therefore, and (c) a demand for payment by the Indemnifying Party. Within thirty (30) 30 days after delivery of such written notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: shall (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party of the Claimed Amount); , (ii) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case such response shall be accompanied by payment by the Indemnifying Party of the Agreed Amount); , or (iii) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party contests the payment of all or any part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute as promptly as practicabledispute. If such dispute is not resolved within 60 30 days or such longer period as may reasonably be required in order to properly exchange all relevant information following the delivery by the Indemnifying Party of such response, the Indemnified Party and the Indemnifying Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 8.1012.8.

Procedure for Direct Claims. In the event that an (a) Any Indemnified Party advances that desires to seek indemnification under any part of this Article X for a Claim for indemnification hereunder claim that does is not involve subject to a Notice of Third Party ClaimClaim shall give prompt written notice (a “Claim Notice”) to each applicable Indemnitor prior to the applicable Expiration Date specified above. The failure to give such prompt written notice shall not, however, relieve the Indemnitor of its indemnification obligations, except and only to the extent that the Indemnitor is actually prejudiced by reason of such failure (and subject in all respects to Section 10.4). Such Claim Notice shall describe the claim in reasonable detail, including the nature of the misrepresentation, breach of warranty or covenant to which such claim is related, and shall indicate the estimated amount, if reasonably practicable, of the Damages that have been or may be sustained by the Indemnified Party. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnified Party shall, as promptly as practicable, deliver to the Indemnifying Party a written notice that contains: (a) a description and shall estimate the amount of the claim in the Claim Notice and specify therein that the claim has not yet been liquidated (an “Unliquidated Claim”). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, such Indemnified Party shall also give a second Claim Notice (the “Claimed AmountLiquidated Claim Notice”) within sixty (60) days after the matter giving rise to the claim becomes finally resolved, and the Liquidated Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Losses incurred or suffered Indemnified Party that has given a Claim Notice (a “Claim Response”) within twenty (20) Business Days (the “Response Period”) after the later of (i) the date that the Claim Notice is delivered by the Indemnified Party and (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is delivered by the Indemnified Party; (b) a statement that the Indemnified Party is entitled to indemnification under this Article 6 and a reasonable explanation of the basis therefor; and (c) a demand for payment by the Indemnifying Party. Within thirty (30) days after delivery of such written notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response Any Claim Notice or Claim Response shall be accompanied by a payment by the Indemnifying Party of the Claimed Amount); (ii) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case such response shall be accompanied by payment by the Indemnifying Party of the Agreed Amount); or (iii) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party contests the payment of all or any part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute as promptly as practicable. If such dispute is not resolved within 60 days or such longer period as may reasonably be required in order to properly exchange all relevant information following the delivery by the Indemnifying Party of such response, the Indemnified Party and the Indemnifying Party shall each have the right to submit such dispute to a court of competent jurisdiction given in accordance with Section 8.10the notice requirements hereunder, and any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor.

Procedure for Direct Claims. In the event that an Indemnified Party advances a (a) Any Direct Claim for indemnification hereunder that does not involve a Third Party Claim, shall be asserted by written notice given by the Indemnified Party shall, as promptly as practicable, deliver to the Indemnifying Party (each a written notice that contains: (a) “Direct Claim Notice”). The Indemnifying Party shall have a description and the amount (the “Claimed Amount”) period of any Losses incurred or suffered by the Indemnified Party; (b) a statement that the Indemnified Party is entitled to indemnification under this Article 6 and a reasonable explanation of the basis therefor; and (c) a demand for payment by the Indemnifying Party. Within thirty (30) days after delivery from the date of receipt of such written notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party of the Claimed Amount); (ii) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount Direct Claim Notice (the “Agreed AmountDirect Claim Notice Period”) (in within which case such response shall be accompanied by payment by the Indemnifying Party of the Agreed Amount); or (iii) contest that the Indemnified Party is entitled to receive any of the Claimed Amountrespond to a Direct Claim Notice. If the Indemnifying Party contests does not respond in writing within the payment of all or any part of Direct Claim Notice Period, a second written notice asserting the Claimed Amount, Direct Claim shall promptly be delivered by the Indemnified Party to the Indemnifying Party (each a “Second Direct Claim Notice”). The Indemnifying Party shall have a period of fifteen (15) days from the date of receipt of such Second Direct Claim Notice (the “Second Direct Claim Notice Period”) within which to respond to a Second Direct Claim Notice. If the Indemnifying Party does not respond to the Second Direct Claim Notice in writing within the Second Direct Claim Notice Period, then the Indemnifying Party shall be deemed to have accepted responsibility for the claimed indemnification and shall have no further right to contest the validity of that claim. If the Indemnifying Party does respond in writing within the Direct Claim Notice Period or the Second Direct Claim Notice Period, and rejects the claim in whole or in part, the Indemnified Party shall use good faith efforts be free to resolve such dispute as promptly as practicablepursue all available remedies. If such dispute is To the extent that any Parent Indemnitee prevails in a Direct Claim (or Seller concedes, or otherwise does not resolved within 60 days or such longer period as may reasonably timely respond to a Second Direct Claim Notice made by Parent), then the Direct Claim shall be required in order to properly exchange all relevant information following satisfied from the delivery by the Indemnifying Party of such response, the Indemnified Party Escrow (and the Indemnifying Party Escrow Agent shall each have pay to Parent from the right to submit such dispute to a court Escrow the amount of competent jurisdiction the Direct Claim) in accordance with Section 8.107.2.10 and the terms of the Escrow Agreement.

Procedure for Direct Claims. In the event that an Indemnified Party advances a (i) Any Direct Claim for indemnification hereunder that does not involve a Third Party Claim, shall be asserted by written notice given by the Indemnified Party shall, as promptly as practicable, deliver to the Indemnifying Party (each a written notice that contains: (a) “Direct Claim Notice”), setting forth in reasonable detail the basis for the claim and a description and reasonable estimate of the amount of such claim, if estimable. The Indemnified Party shall provide the Indemnifying Party with reasonable access to information and records necessary for the Indemnifying Party to evaluate the claim. The Indemnifying Party shall have a period of twenty (20) Business Days from the date of receipt (the “Claimed AmountDirect Claim Notice Period”) of any Losses incurred or suffered by the Indemnified Party; (b) within which to respond to a statement that the Indemnified Party is entitled to indemnification under this Article 6 and a reasonable explanation of the basis therefor; and (c) a demand for payment by the Indemnifying Party. Within thirty (30) days after delivery of such written notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party of the Claimed Amount); (ii) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case such response shall be accompanied by payment by the Indemnifying Party of the Agreed Amount); or (iii) contest that the Indemnified Party is entitled to receive any of the Claimed AmountDirect Claim Notice. If the Indemnifying Party contests does not respond in writing within the payment of all or any part of the Claimed AmountDirect Claim Notice Period, then the Indemnifying Party shall be deemed to have accepted responsibility for the claimed indemnification and shall have no further right to contest the validity of that claim. If the Indemnifying Party does respond in writing within the Direct Claim Notice Period, and rejects the claim in whole or in part, the Indemnified Party shall use good faith efforts be free to resolve such dispute as promptly as practicablepursue all remedies under Section 11.11. If such dispute is To the extent that any ATS Indemnitees prevail in a Direct Claim (or the Shareholders concede, or otherwise do not resolved within 60 days or such longer period as may reasonably timely respond to a Direct Claim Notice made by ATS), then the Direct Claim shall be satisfied from an offset against the Promissory Notes with no further action required in order to properly exchange all relevant information following the delivery by the Indemnifying Party Shareholders. In the event that such a Direct Claim constitutes a “Non-Threshold Indemnification” (as hereinafter defined) and is in excess of the “Note Cap” (as hereinafter defined), the Shareholders shall be and remain jointly and severally liable for the amount of such response, the Indemnified Party and the Indemnifying Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with Section 8.10excess.

Procedure for Direct Claims. In the event that an the Indemnified Party advances should have a Claim claim for indemnification hereunder that does not involve a Third Party Claim, the Indemnified Party shall, as promptly as practicable, deliver to the Indemnifying Party a written notice that contains: contains (a) a description and the amount (the “Claimed Amount”) of any Losses Damages incurred or suffered by the Indemnified Party; , (b) a statement that the Indemnified Party is entitled to indemnification under this Article 6 10 and a reasonable explanation of the basis therefor; therefore, and (c) a demand for payment by the Indemnifying Party. Within thirty (30) 30 days after delivery of such written notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: shall (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party of the Claimed Amount); , (ii) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case such response shall be accompanied by payment by the Indemnifying Party of the Agreed Amount); , or (iii) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party contests the payment of all or any part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute as promptly as practicable. If such dispute is not resolved within 60 30 days or such longer period as may reasonably be required in order to properly exchange all relevant information following the delivery by the Indemnifying Party of such response, the Indemnified Party and the Indemnifying Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 8.1011.8.

Procedure for Direct Claims. In the event that an Indemnified Party advances a (a) Any Direct Claim for indemnification hereunder that does not involve a Third Party Claim, shall be asserted by written notice given by the Indemnified Party shall, as promptly as practicable, deliver to the Indemnifying Party, which notice shall set forth in reasonable detail the basis for the claim and a reasonable, good faith estimate of such claim (each a “Direct Claim Notice”). The Indemnifying Party shall have a written notice that contains: period of twenty (a20) a description and Business Days from the amount date of receipt (the “Claimed AmountDirect Claim Notice Period”) of any Losses incurred or suffered by the Indemnified Party; (b) within which to respond to a statement that the Indemnified Party is entitled to indemnification under this Article 6 and a reasonable explanation of the basis therefor; and (c) a demand for payment by the Indemnifying Party. Within thirty (30) days after delivery of such written notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party of the Claimed Amount); (ii) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case such response shall be accompanied by payment by the Indemnifying Party of the Agreed Amount); or (iii) contest that the Indemnified Party is entitled to receive any of the Claimed AmountDirect Claim Notice. If the Indemnifying Party contests does not respond in writing within the payment of all or any part of the Claimed AmountDirect Claim Notice Period, then the Indemnifying Party shall be deemed to have accepted responsibility for the claimed indemnification and shall have no further right to contest the validity of that particular claim. If the Indemnifying Party does respond in writing within the Direct Claim Notice Period, and rejects the claim in whole or in part, the Indemnified Party shall use good faith efforts be free to resolve such dispute as promptly as practicablepursue all available remedies. If such dispute is To the extent that any Parent Indemnitees ultimately prevail in finally adjudicating a Direct Claim (or the Stockholders’ Representatives concede (on behalf of the Stockholders and the Shadow Stockholders), or otherwise do not resolved within 60 days or such longer period as may reasonably timely respond to a Direct Claim Notice made by Parent), then the Direct Claim shall be required satisfied from the Escrow Accounts in order proportion to properly exchange all relevant information following Xxxxxxx X. Xxxx’x, the delivery by ESOP’s, the Indemnifying Party Trust’s and the Shadow Stockholders’ share (based upon their respective Equity Holders’ Pro Rata Percentage) of such responseDirect Claim (and the Escrow Agent shall pay to Parent from the Escrow Accounts the amount of the Direct Claim) with no further action (except notice to the Stockholders’ Representatives) required by Parent or the Stockholders’ Representatives. Notwithstanding the foregoing, in the event that a Direct Claim is in excess of the funds remaining in the Escrow Accounts, the Indemnified Party Stockholders and Shadow Stockholders shall be and remain jointly and severally liable for any or all of the Indemnifying Party shall each have Direct Claim subject to the right to submit such dispute to a court of competent jurisdiction limitations set forth in accordance with this Section 8.106.2.

Procedure for Direct Claims. In the event that an Indemnified Party Person advances a Claim for indemnification hereunder that does not involve a Third Party Direct Claim, the Indemnified Party Person shall, as promptly as practicable, deliver to the Indemnifying Party a written notice that contains: (a) a description and the amount (the “"Claimed Amount”") of any Losses incurred or suffered by the Indemnified PartyPerson; (b) a statement that the Indemnified Party Person is entitled to indemnification under this Article 6 and a reasonable explanation of the basis therefor; and (c) a demand for payment by the Indemnifying Party. Within thirty (30) days after delivery of such written notice, the Indemnifying Party shall deliver to the Indemnified Party Person a written response in which the Indemnifying Party shall: (i) agree that the Indemnified Party Person is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party of the Claimed Amount); (ii) agree that the Indemnified Party Person is entitled to receive part, but not all, of the Claimed Amount (the “"Agreed Amount”") (in which case such response shall be accompanied by payment by the Indemnifying Party of the Agreed Amount); or (iii) contest that the Indemnified Party Person is entitled to receive any of the Claimed Amount. If the Indemnifying Party contests the payment of all or any part of the Claimed Amount, the Indemnifying Party and the Indemnified Party Person shall use good faith efforts to resolve such dispute as promptly as practicable. If such dispute is not resolved within 60 days or such longer period as may reasonably be required in order to properly exchange all relevant information following the delivery by the Indemnifying Party of such response, the Indemnified Party Person and the Indemnifying Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with Section 8.10.

Procedure for Direct Claims. In the event that an Indemnified Party advances Indemnitee should have a Claim claim for indemnification hereunder that does not involve a Third Party Claimthird party claim, the Indemnified Party Indemnitee shall, as promptly as practicable, deliver to the Indemnifying Party indemnifying party a written notice that contains: contains (a) a description and the amount (the “Claimed Amount”) of any Losses incurred or suffered by the Indemnified Party; Indemnitee, (b) a statement that the Indemnified Party Indemnitee is entitled to indemnification under this Article 6 Section 8 and a reasonable explanation of the basis therefor; therefore, and (c) a demand for payment by the Indemnifying Partyindemnifying party. Within thirty (30) 30 days after delivery of such written notice, the Indemnifying Party indemnifying party shall deliver to the Indemnified Party Indemnitee a written response in which the Indemnifying Party shall: indemnifying party shall (i) agree that the Indemnified Party Indemnitee is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party indemnified party of the Claimed Amount); , (ii) agree that the Indemnified Party Indemnitee is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case such response shall be accompanied by payment by the Indemnifying Party indemnifying party of the Agreed Amount); , or (iii) contest that the Indemnified Party Indemnitee is entitled to receive any of the Claimed Amount. If the Indemnifying Party contests indemnifying party disputes the payment of all or any part of the Claimed Amount, the Indemnifying Party indemnifying party and the Indemnified Party Indemnitee shall use good faith efforts to resolve such dispute as promptly as practicable. If such dispute is not resolved within 60 30 days or such longer period as may reasonably be required in order to properly exchange all relevant information following the delivery by the Indemnifying Party indemnifying party of such response, the Indemnified Party indemnifying party and the Indemnifying Party Indemnitee shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 8.109.6.

Procedure for Direct Claims. In the event that an (a) Any Indemnified Party advances that desires to seek indemnification under any part of this Article IX for a Claim for indemnification hereunder claim that does is not involve subject to a Notice of Third Party ClaimClaim shall give prompt written notice (a “Claim Notice”) to each applicable Indemnitor prior to the applicable Expiration Date specified above. The failure to give such prompt written notice shall not, however, relieve the Indemnitor of its indemnification obligations, except and only to the extent that the Indemnitor is materially prejudiced by reason of such failure. Such Claim Notice shall describe the claim in reasonable detail and shall indicate the estimated amount, if reasonably practicable, of the Damages that have been or may be sustained by the Indemnified Party. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnified Party shall, as promptly as practicable, deliver to the Indemnifying Party a written notice that contains: (a) a description and shall estimate the amount of the claim in the Claim Notice and specify therein that the claim has not yet been liquidated (an “Unliquidated Claim”). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, such Indemnified Party shall also give a second Claim Notice (the “Claimed AmountLiquidated Claim Notice”) within sixty (60) days after the matter giving rise to the claim becomes finally resolved, and the Liquidated Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Losses incurred or suffered by the Indemnified Party; (b) a statement that the Indemnified Party is entitled to indemnification under this Article 6 and that has given a reasonable explanation of the basis therefor; and Claim Notice (ca “Claim Response”) a demand for payment by the Indemnifying Party. Within within thirty (30) days (the “Response Period”) after delivery the later of such written notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (i) agree the date that the Indemnified Party Claim Notice is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied delivered by a payment by the Indemnifying Party of the Claimed Amount); (ii) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case such response shall be accompanied by payment by the Indemnifying Party of the Agreed Amount); or (iii) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party contests the payment of all or any part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute as promptly as practicable. If such dispute is not resolved within 60 days or such longer period as may reasonably be required in order to properly exchange all relevant information following the delivery by the Indemnifying Party of such response, the Indemnified Party and (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the Indemnifying Party date on which the Liquidated Claim Notice is delivered by the Indemnified Party. Any Claim Notice or Claim Response shall each have the right to submit such dispute to a court of competent jurisdiction be given in accordance with Section 8.10the notice requirements hereunder, and any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor.

Procedure for Direct Claims. In the event that an Indemnified Party advances a (i) Any Direct Claim for indemnification hereunder that does not involve a Third Party Claim, shall be asserted by written notice given by the Indemnified Party shall, as promptly as practicable, deliver to the Indemnifying Party (each a written notice that contains: “Direct Claim Notice”). Each Direct Claim Notice shall set forth with reasonable specificity the basis of the claim for indemnification. The Indemnifying Party shall have a period of twenty (a20) a description and Business Days from the amount date of receipt (the “Claimed AmountDirect Claim Notice Period”) of any Losses incurred or suffered by the Indemnified Party; (b) within which to respond to a statement that the Indemnified Party is entitled to indemnification under this Article 6 and a reasonable explanation of the basis therefor; and (c) a demand for payment by the Indemnifying Party. Within thirty (30) days after delivery of such written notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party of the Claimed Amount); (ii) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case such response shall be accompanied by payment by the Indemnifying Party of the Agreed Amount); or (iii) contest that the Indemnified Party is entitled to receive any of the Claimed AmountDirect Claim Notice. If the Indemnifying Party contests does not respond in writing within the payment of all or any part of the Claimed AmountDirect Claim Notice Period, then the Indemnifying Party shall be deemed to have accepted responsibility for the claimed indemnification and shall have no further right to contest the validity of that claim. If the Indemnifying Party does respond in writing within the Direct Claim Notice Period, and rejects the claim in whole or in part, the Indemnified Party shall use good faith efforts be free to resolve such dispute as promptly as practicablepursue all remedies under Section 9.11. If such dispute is To the extent that any ICF Indemnitees prevail in a Direct Claim (or the Shareholders concede, or otherwise do not resolved within 60 days or such longer period as may reasonably timely respond to a Direct Claim Notice made by ICF) then the Direct Claim shall be satisfied from the General Indemnity Escrow (and the Escrow Agent shall pay to ICF from the General Indemnity Escrow the amount of the Direct Claim) with no further action required in order to properly exchange all relevant information following the delivery by the Indemnifying Party Shareholders or the Shareholders’ Representative. Notwithstanding the foregoing, in the event that a Direct Claim is in excess of such responsethe General Indemnity Escrow, the Indemnified Party Shareholders shall be and remain jointly and severally liable for any or all of the Indemnifying Party Direct Claim (but ICF shall each in no event have recourse to the right Leasehold Escrow in respect of the Direct Claim except to submit such dispute the extent a Direct Claim relates to a court of competent jurisdiction in accordance with Section 8.10Leasehold Obligations).

Procedure for Direct Claims. In the event that an (a) Any Indemnified Party advances that desires to seek indemnification under any part of this Article IX for a Claim for indemnification hereunder claim that does is not involve subject to a Notice of Third Party ClaimClaim shall give prompt written notice (a “Claim Notice”) to each applicable Indemnitor prior to the applicable Expiration Date specified above. The failure to give such prompt written notice shall not, however, relieve the Indemnitor of its indemnification obligations, except and only to the extent that the Indemnitor is materially prejudiced by reason of such failure. Such Claim Notice shall describe the claim in reasonable detail and shall indicate the estimated amount, if reasonably practicable, of the Damages that have been or may be sustained by the Indemnified Party. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnified Party shall, as promptly as practicable, deliver to the Indemnifying Party a written notice that contains: (a) a description and shall estimate the amount of the claim in the Claim Notice and specify therein that the claim has not yet been liquidated (an “Unliquidated Claim”). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, such Indemnified Party shall also give a second Claim Notice (the “Claimed AmountLiquidated Claim Notice”) within sixty (60) days after the matter giving rise to the claim becomes finally resolved, and the Liquidated Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Losses incurred or suffered Indemnified Party that has given a Claim Notice (a “Claim Response”) within twenty (20) days (the “Response Period”) after the later of (i) the date that the Claim Notice is delivered by the Indemnified Party and (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is delivered by the Indemnified Party; (b) a statement that the Indemnified Party is entitled to indemnification under this Article 6 and a reasonable explanation of the basis therefor; and (c) a demand for payment by the Indemnifying Party. Within thirty (30) days after delivery of such written notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response Any Claim Notice or Claim Response shall be accompanied by a payment by the Indemnifying Party of the Claimed Amount); (ii) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case such response shall be accompanied by payment by the Indemnifying Party of the Agreed Amount); or (iii) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party contests the payment of all or any part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute as promptly as practicable. If such dispute is not resolved within 60 days or such longer period as may reasonably be required in order to properly exchange all relevant information following the delivery by the Indemnifying Party of such response, the Indemnified Party and the Indemnifying Party shall each have the right to submit such dispute to a court of competent jurisdiction given in accordance with Section 8.10the notice requirements hereunder, and any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor.

Procedure for Direct Claims. In the event that an (a) Any Indemnified Party advances that desires to seek indemnification under any part of this ‎ARTICLE IX for a Claim for indemnification hereunder claim that does is not involve subject to a Notice of Third Party ClaimClaim shall give prompt written notice (a “Claim Notice”) to each applicable Indemnitor prior to the applicable Expiration Date specified above. The failure to give such prompt written notice shall not, however, relieve the Indemnitor of its indemnification obligations, except and only to the extent that the Indemnitor is actually prejudiced or materially harmed by reason of such failure. Such Claim Notice shall describe the claim in reasonable detail and shall indicate the estimated amount, if reasonably practicable, of the Damages that have been or may be sustained by the Indemnified Party. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnified Party shall, as promptly as practicable, deliver to the Indemnifying Party a written notice that contains: (a) a description and shall estimate the amount of the claim in the Claim Notice and specify therein that the claim has not yet been liquidated (an “Unliquidated Claim”). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, such Indemnified Party shall also give a second Claim Notice (the “Claimed AmountLiquidated Claim Notice”) of any Losses incurred or suffered by the Indemnified Party; (b) a statement that the Indemnified Party is entitled to indemnification under this Article 6 and a reasonable explanation of the basis therefor; and (c) a demand for payment by the Indemnifying Party. Within within thirty (30) days after delivery of such written notice, the Indemnifying Party shall deliver matter giving rise to the claim becomes finally resolved, and the Liquidated Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given a written response in which Claim Notice (a “Claim Response”) within twenty (20) days (the Indemnifying Party shall: “Response Period”) after the later of (i) agree the date that the Indemnified Party Claim Notice is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied delivered by a payment by the Indemnifying Party of the Claimed Amount); (ii) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case such response shall be accompanied by payment by the Indemnifying Party of the Agreed Amount); or (iii) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party contests the payment of all or any part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute as promptly as practicable. If such dispute is not resolved within 60 days or such longer period as may reasonably be required in order to properly exchange all relevant information following the delivery by the Indemnifying Party of such response, the Indemnified Party and (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the Indemnifying Party date on which the Liquidated Claim Notice is delivered by the Indemnified Party. Any Claim Notice or Claim Response shall each have the right to submit such dispute to a court of competent jurisdiction be given in accordance with Section 8.10the notice requirements hereunder, and any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor.

Procedure for Direct Claims. In the event that an any Indemnified Party advances should have a Claim claim for indemnification hereunder against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall, as promptly as practicable, shall deliver written notice of such claim with reasonable promptness to the Indemnifying Party a written notice that contains: (a) a description specifying in reasonable detail the nature of the claim for indemnification and the amount (the “Claimed Amount”) of basis thereof. The failure by any Losses incurred or suffered by the Indemnified Party; (b) a statement that the Indemnified Party is entitled so to indemnification under this Article 6 and a reasonable explanation of the basis therefor; and (c) a demand for payment by the Indemnifying Party. Within thirty (30) days after delivery of such written notice, notify the Indemnifying Party shall deliver to the Indemnified Party a written response in which not relieve the Indemnifying Party shall: (i) agree from any liability that the it may have to such Indemnified Party is with respect to any claim made pursuant to this Section 8.7, it being understood that written notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of the survival period for such representation or warranty under Section 8.1; provided that, the party entitled to receive all such notice was not, as a result of the Claimed Amount such failure to give prompt written notice, (in which case such response shall be accompanied by a a) deprived of its right to recover any payment by the Indemnifying Party of the Claimed Amount); under its applicable insurance coverage, (iib) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case such response shall be accompanied by payment by the Indemnifying Party of the Agreed Amount); otherwise damaged or prejudiced or (iiic) contest that the Indemnified Party is entitled to receive any deprived of the Claimed Amountits rights and remedies under this Agreement. If the Indemnifying Party contests does not notify the payment Indemnified Party within 30 days following its receipt of all or any part of the Claimed Amount, such written notice that the Indemnifying Party and disputes its liability to the Indemnified Party under this Article 8, or the amount thereof, the claim specified by the Indemnified Party in such written notice shall use good faith efforts to resolve such dispute as promptly as practicable. If such dispute is not resolved within 60 days or such longer period as may reasonably be required in order to properly exchange all relevant information following the delivery by conclusively deemed a liability of the Indemnifying Party of such responseunder this Article 8, the Indemnified Party and the Indemnifying Party shall each have pay the right amount of such Damages to submit the Indemnified Party on demand or, in the case of any written notice in which the amount of the claim (or any portion of the claim) is estimated, on such dispute to a court later date when the amount of competent jurisdiction in accordance with Section 8.10such claim (or such portion of such claim) is determined.

Procedure for Direct Claims. In the event that an Indemnified Party advances a (i) Any Direct Claim for indemnification hereunder that does not involve a Third Party Claim, shall be asserted by written notice given by the Indemnified Party shall, as promptly as practicable, deliver to the Indemnifying Party (each a written notice that contains: (a) “Direct Claim Notice”), setting forth in reasonable detail the basis for the claim and a description and reasonable estimate of the amount of such claim, if estimable. The Indemnified Party shall provide the Indemnifying Party with reasonable access to information and records necessary for the Indemnifying Party to evaluate the claim. The Indemnifying Party shall have a period of twenty (20) Business Days from the date of receipt (the “Claimed AmountDirect Claim Notice Period”) of any Losses incurred or suffered by the Indemnified Party; (b) within which to respond to a statement that the Indemnified Party is entitled to indemnification under this Article 6 and a reasonable explanation of the basis therefor; and (c) a demand for payment by the Indemnifying Party. Within thirty (30) days after delivery of such written notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party of the Claimed Amount); (ii) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case such response shall be accompanied by payment by the Indemnifying Party of the Agreed Amount); or (iii) contest that the Indemnified Party is entitled to receive any of the Claimed AmountDirect Claim Notice. If the Indemnifying Party contests does not respond in writing within the payment of all or any part of the Claimed AmountDirect Claim Notice Period, then the Indemnifying Party shall be deemed to have accepted responsibility for the claimed indemnification and shall have no further right to contest the validity of that claim. If the Indemnifying Party does respond in writing within the Direct Claim Notice Period, and rejects the claim in whole or in part, the Indemnified Party shall use good faith efforts be free to resolve such dispute as promptly as practicablepursue all remedies under Section 12.8. If such dispute is To the extent that any ATS Indemnitees prevail in a Direct Claim (or the Principal Stockholders concede, or otherwise do not resolved within 60 days or such longer period as may reasonably timely respond to a Direct Claim Notice made by ATS), then the Direct Claim shall be satisfied from an offset against the Promissory Notes with no further action required in order to properly exchange all relevant information following the delivery by the Indemnifying Party Principal Stockholders. Notwithstanding the foregoing, but subject to Section 10.2(f), in the event that a Direct Claim is in excess of the amount of the Promissory Notes, the Principal Stockholders shall be and remain severally, and not jointly, liable for the amount of such response, the Indemnified Party and the Indemnifying Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with Section 8.10excess.