Common use of Procedures for Indemnification Clause in Contracts

Procedures for Indemnification. (i) An indemnification claim made pursuant to Section 12(a) (an "Indemnification Claim") shall be made by an Indemnitee by delivery of a written notice to a designated representative of the Indemnitor(s) (the "Indemnitor Representative") requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted losses and, in the case of any claim made by a third party (a "Third Party Claim"), containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (ii) The Indemnitor Representative shall have 30 days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to timely so object shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitor Representative on behalf of all Indemnitors, and the Indemnification Claim shall be paid in accordance with Section 12(b)(iii). If an objection is timely interposed by the Indemnitor Representative and the dispute is not resolved by such Indemnitee and the Indemnitor Representative within 15 days from the date the Indemnitee receives such objection, such dispute shall be resolved by arbitration as provided in Section 12(e). (iii) Upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitor Representative and the Indemnitee or by an arbitration award or by any other final adjudication, the Indemnitors shall pay the amount of such Indemnification Claim within ten days of the date such amount is determined.

Procedures for Indemnification. The obligations and liabilities of the parties with respect to an Indemnification Claim shall be subject to the following terms and conditions: (i) An indemnification claim made pursuant to Section 12(a) (an "Indemnification Claim") Claim shall be made by an Indemnitee by delivery of a written notice to a designated representative of the Indemnitor(s) (the "Indemnitor Representative") requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted losses Losses and, in the case of any claim made by a third party (a "Third Party Claim"), containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (ii) The If the Indemnification Claim involves a Third Party Claim, the procedures set forth in Section 8.4 hereof shall also be observed by the Indemnitee and the Indemnitor. (iii) If the Indemnification Claim involves a matter other than a Third Party Claim, the Indemnitor Representative shall have 30 thirty (30) days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to timely so object shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitor Representative on behalf of all IndemnitorsIndemnitor, and the Indemnification Claim shall be paid in accordance with Section 12(b)(iii). If an objection is timely interposed by the Indemnitor Representative and the dispute is not resolved by such Indemnitee and the Indemnitor Representative within 15 days from the date the Indemnitee receives such objection, such dispute shall be resolved by arbitration as provided in Section 12(e)subsection (iv) hereof. (iiiiv) Upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitor Representative and the Indemnitee or by an arbitration award or by any other final adjudicationotherwise, the Indemnitors Indemnitor shall pay the amount of such Indemnification Claim within ten (10) days of the date such amount is determined.

Procedures for Indemnification. (ia) An indemnification claim made pursuant to Section 12(a) (an "Indemnification Claim") Claim shall be made by an the Indemnitee by delivery of a written notice declaration to a designated representative of the Indemnitor(s) (the "Indemnitor Representative") requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted losses Losses and, in the case of any claim made by a third party (a "Third Party Claim"), containing (by attachment or otherwise) such other information as such the Indemnitee shall have concerning such Third Party Claim. (iib) The If the Indemnification Claim involves a Third Party Claim, the procedures set forth in Section 10.4 hereof shall be observed by the Indemnitee and the Indemnitor. (c) If the Indemnification Claim involves a matter other than a Third Party Claim, the Indemnitor Representative shall have 30 days thirty (30) Business Days to object to such Indemnification Claim by delivery of a written notice of such objection to such the Indemnitee specifying in reasonable detail the basis for such objection. Failure to timely so object shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitor Representative on behalf of all Indemnitors, and the Indemnification Claim shall be paid in accordance with Section 12(b)(iii)10.6(c) hereof. If an objection is timely interposed by the Indemnitor Representative and Indemnitor, then the dispute is not resolved by such Indemnitee and the Indemnitor Representative within 15 days shall negotiate in good faith for a period of sixty (60) Business Days from the date (such period is hereinafter referred to as the "Negotiation Period") the Indemnitee receives such objection, such dispute shall be resolved by arbitration as provided in Section 12(e). (iii) Upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitor Representative and the Indemnitee or by an arbitration award or by any other final adjudication, the Indemnitors shall pay the amount of such Indemnification Claim within ten days of the date such amount is determined.

Procedures for Indemnification. (ia) An indemnification claim made pursuant to Section 12(a) (an "Indemnification Claim") Claim shall be made by an Indemnitee by delivery of a written notice to a designated representative of the Indemnitor(s) (the "Indemnitor Representative") Stockholder Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted losses Losses and, in the case of any claim made by a third party (a "Third Party Claim"), containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (iib) The Indemnitor If the Indemnification Claim involves a Third Party Claim the procedures set forth in Section 10.3 shall be observed by the Indemnitee and the Stockholder Representative. (c) If the Indemnification Claim involves a matter other than a Third Party Claim, the Stockholder Representative shall have 30 days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to timely so object shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitor Stockholder Representative on behalf of all Indemnitors, and the Indemnification Claim shall be paid in accordance with Section 12(b)(iii)subsection (d) hereof. If an objection is timely interposed by the Indemnitor Stockholder Representative and the dispute is not resolved by such Indemnitee and the Indemnitor Stockholder Representative within 15 30 days from the date the Indemnitee receives such objection, such dispute shall be resolved by arbitration as provided in Section 12(e)10.7. (iiid) Upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitor Stockholder Representative and the Indemnitee or by an arbitration award or by any other final adjudication, the Indemnitors shall pay the amount of such Indemnification Claim within ten days of the date such amount is determined.

Procedures for Indemnification. (ia) An indemnification claim made pursuant to Section 12(a) (an "Indemnification Claim") shall Claim will be made by an Indemnitee by delivery of a written notice declaration to a designated representative of the Indemnitor(s) (the "Indemnitor Representative") requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted losses Losses and, in the case of any claim made by a third party (a "Third Party Claim"), containing (by attachment or otherwise) such other information as such Indemnitee shall will have concerning such Third Party Claim. (iib) The If the Indemnification Claim involves a Third Party Claim the procedures set forth in Section 16.5 hereof will be observed by Indemnitee and Indemnitor. (c) If the Indemnification Claim involves a matter other than a Third Party Claim, the Indemnitor Representative shall will have 30 ten (10) days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to timely so object shall will constitute a final and binding acceptance of the Indemnification Claim by the Indemnitor Representative on behalf of all Indemnitors, and the Indemnification Claim shall will be paid in accordance with Section 12(b)(iii16.4(d). If an any objection is timely interposed by the Indemnitor Representative and the dispute is not resolved by such Indemnitee and the Indemnitor Representative within 15 fifteen (15) days from the date the Indemnitee receives such objection, such dispute shall will be resolved by arbitration as provided in Section 12(e)18.12 of this Agreement. (iiid) Upon determination of the amount of an Indemnification Claim (including a Third Party Claim), whether by agreement between the Indemnitor Representative and the Indemnitee or Indemnitee, by an arbitration award or by any other final adjudicationotherwise, the Indemnitors shall Indemnitor will pay the amount of such Indemnification Claim within ten (10) days of the date such amount is determined.

Procedures for Indemnification. (ia) An indemnification claim made pursuant to Section 12(a) (an "Indemnification Claim") Claim shall be made by an Indemnitee by delivery of a written notice to a designated representative of the Indemnitor(s) (the "Indemnitor Representative") requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted losses Losses and, in the case of any claim made by a third party (a "Third Party Claim"), containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (iib) The If the Indemnification Claim involves a Third Party Claim the procedures set forth in SECTION 9.4 hereof shall be observed by Indemnitee and Indemnitor. (c) If the Indemnification Claim involves a matter other than a Third Party Claim, Indemnitor Representative shall have 30 thirty (30) days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to timely so object shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitor Representative on behalf of all IndemnitorsIndemnitor, and the Indemnification Claim shall be paid in accordance with Section 12(b)(iii)subsection (d) hereof. If an objection is timely interposed by the Indemnitor Representative and the dispute is not resolved by such Indemnitee and the Indemnitor Representative within 15 fifteen (15) days from the date the Indemnitee receives such objection, such dispute shall be resolved by arbitration as provided in Section 12(e)SECTION 10.13 of this Agreement. (iiid) Upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitor Representative and the Indemnitee or by an arbitration award or by any other final adjudication, the Indemnitors Indemnitor shall pay the amount of such Indemnification Claim within ten (10) days of the date such amount is determined.

Procedures for Indemnification. (ia) An indemnification claim made pursuant to Section 12(a) (an "Indemnification Claim") Claim shall be made by an Indemnitee by delivery of a written notice to a designated representative of the Indemnitor(s) (the "Indemnitor Representative") Shareholder Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted losses Losses and, in the case of any claim made by a third party (a "Third Party Claim"), containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (iib) The Indemnitor If the Indemnification Claim involves a Third Party Claim the procedures set forth in Section 8.9 shall be observed by the Indemnitee and the Shareholder Representative. (c) If the Indemnification Claim involves a matter other than a Third Party Claim, the Shareholder Representative shall have 30 thirty (30) days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to timely so object shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitor Shareholder Representative on behalf of all Indemnitors, and the Indemnification Claim shall be paid in accordance with Section 12(b)(iii)subsection (d) hereof. If an objection is timely interposed by the Indemnitor Shareholder Representative and the dispute is not resolved by such Indemnitee and the Indemnitor Shareholder Representative within 15 fifteen (15) days from the date the Indemnitee receives such objection, such dispute shall be resolved by arbitration as provided in Section 12(e)8.11. (iiid) Upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitor Shareholder Representative and the Indemnitee or by an arbitration award or by any other final adjudication, the Indemnitors shall pay the amount of such Indemnification Claim within ten (10) days of the date such amount is determined.

Procedures for Indemnification. (ia) An Promptly after receipt by a party entitled to indemnification claim made pursuant to Section 12(a) (an "Indemnification Claim") shall be made by an Indemnitee by delivery of a written notice to a designated representative of the Indemnitor(s) hereunder (the "Indemnitor RepresentativeIndemnitee") requesting of written notice of the assertion or the commencement of any Legal Proceeding by a third-party with respect to any matter referred to in Sections 9.2 or 9.3, the Indemnitee shall give written notice thereof to the party obligated to indemnify Indemnitee (the "Indemnitor"), and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to give the Indemnitor notice as provided herein shall not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. A claim for indemnification and specifying for any matter not involving a third-party Legal Proceeding may be asserted by notice to the basis on which party from whom indemnification is sought and the amount of asserted losses and, in the case of any claim made by a third party (a "Third Party Claim"), containing (by attachment or otherwise) shall be paid promptly after such other information as such Indemnitee shall have concerning such Third Party Claimnotice. (iib) The Indemnitor Representative If any claim for indemnification is made by Purchaser pursuant to Section 9.2 prior to the expiration of the escrow under the Escrow Agreement, Purchaser shall have 30 days apply to object to such Indemnification Claim by delivery of a written notice the Escrow Agent for reimbursement of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to timely so object shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitor Representative on behalf of all Indemnitors, and the Indemnification Claim shall be paid claim in accordance with Section 12(b)(iii). If an objection is timely interposed by the Indemnitor Representative provisions hereof and the dispute is not resolved by such Indemnitee and the Indemnitor Representative within 15 days from the date the Indemnitee receives such objection, such dispute shall be resolved by arbitration as provided in Section 12(e). (iii) Upon determination provisions of the amount of an Indemnification Claim, whether by agreement between Escrow Agreement. The right to receive the Indemnitor Representative and the Indemnitee or by an arbitration award or by any other final adjudication, the Indemnitors Escrowed Shares shall pay the amount of such Indemnification Claim within ten days of the date such amount not be Purchaser's exclusive remedy for Purchaser Damages that it is determinedentitled to indemnification for hereunder.

Procedures for Indemnification. (ia) An indemnification claim made pursuant to Section 12(a) (an "Indemnification Claim") Claim shall be made by an Indemnitee by delivery of a written notice to a designated representative of the Indemnitor(s) (the "Indemnitor Representative") requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted losses Losses and, in the case of any claim made by a third party (a "Third Party Claim"), containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (iib) The If the Indemnification Claim involves a Third Party Claim the procedures set forth in SECTION 9.04 hereof shall be observed by Indemnitee and Indemnitor. (c) If the Indemnification Claim involves a matter other than a Third Party Claim, Indemnitor Representative shall have 30 thirty (30) days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to timely so object shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitor Representative on behalf of all IndemnitorsIndemnitor, and the Indemnification Claim shall be paid in accordance with Section 12(b)(iii)subsection (d) hereof. If an objection is timely interposed by the Indemnitor Representative and the dispute is not resolved by such Indemnitee and the Indemnitor Representative within 15 fifteen (15) days from the date the Indemnitee receives such objection, such dispute shall be resolved by arbitration as provided in Section 12(e)SECTION 10.14 of this Agreement. (iiid) Upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitor Representative and the Indemnitee or by an arbitration award or by any other final adjudication, the Indemnitors Indemnitor shall pay the amount of such Indemnification Claim in accordance with the instructions of the Indemnitee within ten (10) days of the date such amount is determined.

Procedures for Indemnification. (ia) An Promptly after receipt by a party entitled to indemnification claim made pursuant to Section 12(a) (an "Indemnification Claim") shall be made by an Indemnitee by delivery of a written notice to a designated representative of the Indemnitor(s) hereunder (the "Indemnitor RepresentativeINDEMNITEE") requesting of written notice of the assertion or the commencement of any Legal Proceeding by a third-party with respect to any matter referred to in Sections 9.2 or 9.3, the Indemnitee shall give written notice thereof to the party obligated to indemnify Indemnitee (the "INDEMNITOR"), and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to give the Indemnitor notice as provided herein shall not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. A claim for indemnification and specifying for any matter not involving a third-party Legal Proceeding may be asserted by notice to the basis on which party from whom indemnification is sought and the amount of asserted losses and, in the case of any claim made by a third party (a "Third Party Claim"), containing (by attachment or otherwise) shall be paid promptly after such other information as such Indemnitee shall have concerning such Third Party Claimnotice. (iib) The Indemnitor Representative If any claim for indemnification is made by Purchaser pursuant to Section 9.2 prior to the expiration of the escrow under the Escrow Agreement, Purchaser shall have 30 days apply to object to such Indemnification Claim by delivery of a written notice the Escrow Agent for reimbursement of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to timely so object shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitor Representative on behalf of all Indemnitors, and the Indemnification Claim shall be paid claim in accordance with Section 12(b)(iii). If an objection is timely interposed by the Indemnitor Representative provisions hereof and the dispute is not resolved by such Indemnitee and the Indemnitor Representative within 15 days from the date the Indemnitee receives such objection, such dispute shall be resolved by arbitration as provided in Section 12(e). (iii) Upon determination provisions of the amount of an Indemnification Claim, whether by agreement between Escrow Agreement. The right to receive the Indemnitor Representative and the Indemnitee or by an arbitration award or by any other final adjudication, the Indemnitors Escrowed Shares shall pay the amount of such Indemnification Claim within ten days of the date such amount NOT be Purchaser's exclusive remedy for Purchaser Damages that it is determinedentitled to indemnification for hereunder.

Procedures for Indemnification. (ia) An indemnification claim made pursuant to Section 12(a) (an "Indemnification Claim") Claim shall be made by an Indemnitee by delivery of a written notice to a designated representative of the Indemnitor(s) (the "Indemnitor Representative") Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted losses Losses and, in the case of any claim made by a third party (a "Third Party Claim"), containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (iib) The If the Indemnification Claim involves a Third Party Claim the procedures set forth in Section 7.4 shall be observed by the Indemnitee and the Indemnitor Representative. (c) If the Indemnification Claim involves a matter other than a Third Party Claim, the Indemnitor Representative shall have 30 45 days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to timely so object shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitor Representative on behalf of all Indemnitors, and the Indemnification Claim shall be paid in accordance with Section 12(b)(iii)subsection (d) hereof. If an objection is timely interposed by the Indemnitor Representative and the dispute is not resolved by such Indemnitee and the Indemnitor Representative within 15 days from the date the Indemnitee receives such objection, such dispute shall be resolved by arbitration as provided in Section 12(e)7.10. (iiid) Upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitor Representative and the Indemnitee or by an arbitration award or by any other final adjudication, the obligation of the Indemnitors shall pay be immediately satisfied through the withdrawal from Escrow of a sufficient amount of such Indemnification Claim within ten days Escrowed Assets as provided in Section 7.2 of this Agreement and the date such amount is determinedEscrow Agreement.

Procedures for Indemnification. (ia) An indemnification claim made pursuant to Section 12(a) (an "Indemnification Claim") Claim shall be made by an Indemnitee by delivery of a written notice to a designated representative of the Indemnitor(s) Indemnitor Representative (the "Indemnitor Representative"as defined in Section 9.10 below) requesting indemnification and specifying in reasonable detail (to the extent then known) the nature and basis on which indemnification is sought and the amount of asserted losses Losses and, in the case of any claim made by a third party (a "Third Party Claim"), containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. Failure to provide such notice shall constitute a waiver of the Indemnitee's rights to indemnification in respect of such claim for indemnification only to the extent such failure adversely affects the Indemnitor's ability to defend against, minimize or eliminate Losses arising out of such Indemnification Claim. (iib) The If the Indemnification Claim involves a Third Party Claim the procedures set forth in Section 9.3 shall be observed by the Indemnitee and the Indemnitor Representative. (c) If the Indemnification Claim involves a matter other than a Third Party Claim, the Indemnitor Representative shall have 30 days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to timely so object shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitor Representative on behalf of all Indemnitors, and the Indemnification Claim shall be paid in accordance with Section 12(b)(iii). If an objection is timely interposed by the Indemnitor Representative and the dispute is not resolved by such Indemnitee and the Indemnitor Representative within 15 days from the date the Indemnitee receives such objection, such dispute shall be resolved by arbitration as provided in Section 12(e)subsection (d) hereof. (iiid) Upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitor Representative and the Indemnitee or by an arbitration award or by any other final adjudication, the Indemnitors shall pay the amount of such Indemnification Claim within ten days of the date such amount is determined. In the event that the Shareholders are the Indemnitors that are required to pay an Indemnification Claim in accordance with the first sentence of this Section 9.2(d), if the Shareholders beneficially own shares of Acsys Common Stock as of such date, the Shareholders shall, if so required by Acsys, pay the amount of such Indemnification Claim by surrender to Acsys of such number of shares of Acsys Common Stock as shall equal the quotient obtained by dividing the amount of such Indemnification Claim by the Average Closing Price; provided, that if the Shareholders do not beneficially own a sufficient number of shares of Acsys Common Stock to pay in full the amount of such Indemnification Claim by surrender of such shares as provided in the preceding clause of this sentence, the Shareholders shall surrender to Acsys such number of shares of Acsys Common Stock as such Shareholders beneficially own and shall pay any remaining balance of the Indemnification Amount in cash.

Procedures for Indemnification. (ia) An indemnification claim made pursuant to Section 12(a) (an "Indemnification Claim") Claim shall be made by an Indemnitee by delivery of a written notice to a designated representative of the Indemnitor(s) (the "Indemnitor Representative") requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted losses Losses and, in the case of any claim made by a third party (a "Third Party Claim"), containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (iib) The If the Indemnification Claim involves a Third Party Claim the procedures set forth in Section 9.5 hereof shall be observed. (c) If the Indemnification Claim involves a matter other than a Third Party Claim, the Indemnitor Representative shall have 30 thirty (30) calendar days to object to such Indemnification Claim by delivery of a written notice of such objection to such the Indemnitee specifying in reasonable detail the basis for such objection. Failure to timely so object shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitor Representative on behalf of all Indemnitors60 Indemnitor, and the Indemnification Claim shall be paid in accordance with Section 12(b)(iii)subsection (d) hereof. If an objection is timely interposed by the Indemnitor Representative and the dispute is not resolved by such the Indemnitee and the Indemnitor Representative within 15 fifteen (15) business days from the date the Indemnitee receives such objection, such dispute shall be resolved by arbitration as provided in Section 12(e)13.9 of this Agreement. (iiid) Upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitor Representative and the Indemnitee or by an arbitration award or by any other final adjudication, the Indemnitors Indemnitor shall pay the amount of such Indemnification Claim within ten (10) business days of the date such amount is determined.

Procedures for Indemnification. (ia) An indemnification claim made pursuant to Section 12(a) (an "Indemnification Claim") shall be made by an Indemnitee by delivery of a written notice to a designated representative of the Indemnitor(s) (the "Indemnitor Representative") requesting indemnification and specifying Claim must specify in reasonable detail the basis on which indemnification is sought and the amount of asserted losses Losses and, in the case of any claim made by a third party (a "Third Party Claim"Claim (as hereinafter defined), containing contain (by attachment or otherwise) such other information as the Indemnitee making such Indemnitee Indemnification Claim shall have concerning such Third Party Claim. (iib) The Indemnitor If the Indemnification Claim involves a Third Party Claim, the procedures set forth in Section 13.3 shall be observed by the Indemnitee and the Escrow Representative. (c) If the Indemnification Claim involves a matter other than a Third Party Claim, the Escrow Representative shall have 30 days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to timely so object shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitor Escrow Representative on behalf of all Indemnitors, and the Indemnification Claim shall be paid in accordance with Section 12(b)(iii)subsection (d) hereof. If an objection is timely interposed by the Indemnitor Escrow Representative and the dispute is not resolved by such Indemnitee and the Indemnitor Escrow Representative within 15 days from the date the Indemnitee receives such objection30-day period, such dispute shall be resolved by arbitration as provided in Section 12(e)13.7. (iiid) Upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitor Escrow Representative and the Indemnitee or by an arbitration award or by any other final adjudication, the Indemnitors shall pay Indemnitee may set off the amount of such Indemnification Claim against the Escrow Stock in accordance with the Escrow Agreement within ten 10 days of the date such amount is determined.

Procedures for Indemnification. (ia) An indemnification claim made pursuant to Section 12(a) (an "Indemnification Claim") Claim shall be made by an Indemnitee by delivery of a written notice to a designated representative of the Indemnitor(s) (the "Indemnitor Representative") requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted losses Losses and, in the case of any claim made by a third party (a "Third Party Claim"), containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (iib) The If the Indemnification Claim involves a Third Party Claim the procedures set forth in Section 9.5 hereof shall be observed. (c) If the Indemnification Claim involves a matter other than a Third Party Claim, the Indemnitor Representative shall have 30 thirty (30) calendar days to object to such Indemnification Claim by delivery of a written notice of such objection to such the Indemnitee specifying in reasonable detail the basis for such objection. Failure to timely so object shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitor Representative on behalf of all IndemnitorsIndemnitor, and the Indemnification Claim shall be paid in accordance with Section 12(b)(iii)subsection (d) hereof. If an objection is timely interposed by the Indemnitor Representative and the dispute is not resolved by such the Indemnitee and the Indemnitor Representative within 15 fifteen (15) business days from the date the Indemnitee receives such objection, such dispute shall be resolved by arbitration as provided in Section 12(e)13.9 of this Agreement. (iiid) Upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitor Representative and the Indemnitee or by an arbitration award or by any other final adjudication, the Indemnitors Indemnitor shall pay the amount of such Indemnification Claim within ten (10) business days of the date such amount is determined.

Procedures for Indemnification. (ia) An Any claim for indemnification claim made pursuant to under Section 12(a) 7.2 or 7.3 (an "Indemnification Claim") shall be made by an Indemnitee the Party claiming indemnification (the "Indemnitee") by delivery of a written notice to a designated representative of the Indemnitor(s) Party against whom indemnification is claimed (the "Indemnitor RepresentativeIndemnitor") requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted losses Losses and, in the case of any claim made by a third party Third-Party Claim (a "Third Party Claim"as defined below), containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Third-Party Claim. (iib) The If the Indemnification Claim involves a Third-Party Claim, the procedures set forth in Section 7.5 shall be observed by the Indemnitee and the Indemnitor. (c) If the Indemnification Claim involves a matter other than a Third-Party Claim, the Indemnitor Representative shall have 30 days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to timely so object timely shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitor Representative on behalf of all Indemnitors, and the Indemnification Claim shall be paid in accordance with Section 12(b)(iii)Indemnitor. If an objection is timely interposed by the Indemnitor Representative Indemnitor, and the dispute is not resolved by such Indemnitee and the Indemnitor Representative within 15 days from the date the Indemnitee receives such objection, such dispute shall be resolved by arbitration litigation as provided in Section 12(e)9.15. (iii) Upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitor Representative and the Indemnitee or by an arbitration award or by any other final adjudication, the Indemnitors shall pay the amount of such Indemnification Claim within ten days of the date such amount is determined.

Procedures for Indemnification. (ia) An indemnification claim made pursuant to Section 12(a) (an "Indemnification Claim") Claim shall be made by an Indemnitee by delivery of a written notice to a designated representative of the Indemnitor(s) (the "Indemnitor Representative") Shareholder Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted losses Losses and, in the case of any claim made by a third party (a "Third Party Claim"), containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (iib) The Indemnitor If the Indemnification Claim involves a Third Party Claim the procedures set forth in Section 11.3 shall be observed by the Indemnitee and the Shareholder Representative. (c) If the Indemnification Claim involves a matter other than a Third Party Claim, the Shareholder Representative shall have 30 thirty (30) days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to timely so object shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitor Shareholder Representative on behalf of all Indemnitors, and the Indemnification Claim shall be paid in accordance with Section 12(b)(iii)subsection (d) hereof. If an objection is timely interposed by the Indemnitor Shareholder Representative and the dispute is not resolved by such Indemnitee and the Indemnitor Shareholder Representative within 15 fifteen (15) days from the date the Indemnitee receives such objection, such dispute shall be resolved by arbitration as provided in Section 12(e)11.11. (iiid) Upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitor Shareholder Representative and the Indemnitee or by an arbitration award or by any other final adjudication, the Indemnitors shall pay the amount of such Indemnification Claim within ten (10) days of the date such amount is determined.