Common use of Procedures for Inter-Party Claims Clause in Contracts

Procedures for Inter-Party Claims. In the event that an Indemnified Party determines that it has a claim for Damages against an Indemnifying Party hereunder other than as a result of a Third-Party Claim (an “Inter-Party Claim”), the Indemnified Party shall give reasonably prompt written notice thereof to the Indemnifying Party, specifying the amount of such claim (to the extent then reasonably determinable by the Indemnified Party) and any relevant facts and circumstances relating thereto (provided, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless, and then solely to the extent, the Indemnifying Party is prejudiced thereby). The Indemnified Party shall provide the Indemnifying Party with reasonable access to its books and records for the purpose of allowing the Indemnifying Party a reasonable opportunity to verify any such claim for Damages. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days following its receipt of such notice if the Indemnifying Party disputes its liability to the Indemnified Party under this Section 7. If the Indemnifying Party does not so notify the Indemnified Party, the claim specified by the Indemnified Party in such notice shall be conclusively deemed to be a liability of the Indemnifying Party under this Section 7, and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion of the claim) is estimated, on such later date when the amount of such claim (or such portion of such claim) is finally determined by the Indemnified Party. If the Indemnifying Party has timely disputed its liability with respect to such claim as provided above, the Indemnifying Party and the Indemnified Party shall negotiate in good faith to resolve such dispute. If the Indemnified Party and the Indemnifying Party are unable to resolve the dispute, then the Indemnified Party may seek any remedy at Law or in equity to enforce its indemnity claim, in accordance with the terms and conditions of this Agreement.

Procedures for Inter-Party Claims. In the event that an An Indemnified Party determines that it has wishing to assert a claim for Damages against an indemnification under this Article XIV which is not a Third Party Claim and subject to Section 14.2, shall deliver to the Indemnifying Party hereunder other than as a result written notice (a “Claim Notice”) which contains (i) a description of the amount (the “Claimed Amount”) of any Damages incurred by the Indemnified Party, (ii) a Third-Party Claim (an “Inter-Party Claim”), statement that the Indemnified Party shall give reasonably prompt written notice thereof is entitled to indemnification under this Article XIV and a reasonable explanation of the Indemnifying Partybasis therefore and a reasonable calculation of the Damages of the Claimed Amount, specifying and (iii) a demand for payment in the amount of such claim (to the extent then reasonably determinable by the Indemnified Party) and any relevant facts and circumstances relating thereto (provided, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless, and then solely to the extent, the Indemnifying Party is prejudiced thereby). The Indemnified Party shall provide the Indemnifying Party with reasonable access to its books and records for the purpose of allowing the Indemnifying Party a reasonable opportunity to verify any such claim for Damages. The Indemnifying Party shall notify the Indemnified Party within Within thirty (30) days following its receipt after delivery of such notice if a Claim Notice, the Indemnifying Party disputes its liability shall deliver to the Indemnified Party under this Section 7a written response in which the Indemnifying Party shall: (A) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall either be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer), provided that such amount shall be set off against the Stock Holdback Shares when Seller is the Indemnifying Party, (B) 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 either be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer), provided that such amount shall be set off against the Stock Holdback Shares when Seller is the Indemnifying Party, or (C) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party does not so notify the Indemnified Party, the claim specified by the Indemnified Party in such notice shall be conclusively deemed to be a liability response contests the payment of all or part of the Indemnifying Party under this Section 7, and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion of the claim) is estimated, on such later date when the amount of such claim (or such portion of such claim) is finally determined by the Indemnified Party. If the Indemnifying Party has timely disputed its liability with respect to such claim as provided aboveClaimed Amount, the Indemnifying Party and the Indemnified Party shall negotiate in use good faith efforts to resolve such dispute. If such dispute is not resolved within sixty (60) days following the Indemnified Party and delivery by the Indemnifying Party are unable to resolve the disputeof such response, then the Indemnified Party may seek any remedy at Law or in equity to enforce its indemnity claim, such dispute shall be finally resolved by arbitration in accordance with the terms Commercial Arbitration Rules of the American Arbitration Association then in effect. In the event that an indemnification claim is made by NewCo and/or the Surviving Corporation and conditions of this AgreementSeller does not deliver a written response to the Claim Notice to such Persons within thirty (30) days, then NewCo or the Surviving Corporation, as the case may be, shall be entitled to be paid in immediately available funds the Claimed Amount and Seller shall pay that amount immediately. In the event that an indemnification claim is made by Seller and NewCo or the Surviving Corporation, as the case may be, does not deliver a written response to the Claim Notice to Seller within thirty (30) days, then Seller shall be entitled to be paid in immediately available funds the Claimed Amount and NewCo or the Surviving Corporation, as the case may be, shall pay Seller that amount immediately.

Procedures for Inter-Party Claims. In the event that an Indemnified Party determines that it has a claim for Damages against an Indemnifying Party hereunder other than as a result of a Third-Party Claim (an “Inter-Party Claim”), the Indemnified Party shall give reasonably prompt written notice thereof to the Indemnifying Party, specifying the amount of such claim (to the extent then reasonably determinable by the Indemnified Party) and any relevant facts and circumstances relating thereto the basis of such claim in reasonable detail (provided, provided that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless, and AmericasActive:12532620.29 then solely to the extent, the Indemnifying Party is prejudiced thereby). The Indemnified Party shall provide the Indemnifying Party upon advance written notice by the Indemnifying Party, with reasonable access within normal business hours to its books and records for the purpose of allowing the Indemnifying Party a reasonable opportunity to verify any such claim for Damages. The Indemnifying Party shall notify the Indemnified Party within thirty ten (3010) days following its receipt of such notice if the Indemnifying Party disputes its liability to the Indemnified Party under this Section 7ARTICLE XI. If the Indemnifying Party does not so notify the Indemnified Party, the claim specified by the Indemnified Party in such notice shall be conclusively deemed to be a liability of the Indemnifying Party under this Section 7ARTICLE XI, and the Indemnifying Party shall pay the amount of such liability (in accordance with Section 9.08) to the Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion of the claim) is estimated, on such later date when the amount of such claim (or such portion of such claim) is finally determined by the Indemnified Party. If the Indemnifying Party has timely disputed its liability with respect to such claim as provided above, the Indemnifying Party and the Indemnified Party shall negotiate in good faith to resolve such dispute. If the Indemnified Party and the Indemnifying Party are unable to resolve the dispute, then the Indemnified Party may seek any remedy at Law or in equity to enforce its indemnity claim, in accordance with the terms and conditions of this Agreement.

Procedures for Inter-Party Claims. In the event that an Indemnified Party determines that it has a claim for Damages against an Indemnifying Party hereunder Losses (other than as a result of a Third-Party Claim (an “Inter-Third Party Claim”), the Indemnified Party shall shall, as soon as practicable, give reasonably prompt written notice thereof to the Indemnifying PartyHolder Representative, specifying the amount of such claim, the nature and basis of the alleged breach giving rise to such claim (to the extent then reasonably determinable by the Indemnified Party) and any all relevant facts and circumstances relating thereto (thereto; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party the Holder Representative shall relieve the Indemnifying Party from holder of Units of any obligation hereunder unlessLosses hereunder, and then solely except to the extent, extent that the Indemnifying Party is Holder Representative has been materially prejudiced thereby)by the Indemnified Party’s failure to give such notice. The Indemnified Party shall provide the Indemnifying Party Holder Representative with reasonable access to its books and records (including the Company’s books and records) during normal business hours upon reasonable advance notice for the purpose of allowing the Indemnifying Party Holder Representative a reasonable opportunity to verify any such claim for DamagesLosses. The Indemnifying Party Holder Representative shall notify the Indemnified Party within thirty (30) days following its receipt of such notice if the Indemnifying Party Holder Representative disputes its liability to the Indemnified Party Losses under this Section 7. Article X. If (a) the Indemnifying Party Holder Representative does not so notify the Indemnified Party, the claim specified by the Indemnified Party in such notice shall be conclusively deemed to be a liability of the Indemnifying Party Losses under this Section 7Article X, and or (b) in the Indemnifying Party shall pay case of any notice in which the amount of the claim (or any portion of the claim) has been finally determined, in each case the Holder Representative and the Indemnified Party shall promptly (but in any event within two (2) Business Days) jointly instruct the Escrow Agent to pay such liability amount to the Indemnified Party on demand from the remaining balance of the Indemnity Escrow Fund and subject to the terms and conditions of this Article X or, in the case of any notice in which the amount of the claim (or any portion of the claim) is estimated, on such later date when the amount of such claim (or such portion of such claim) is becomes finally determined by determined, in accordance with Section 10.6 and subject to the Indemnified Party. terms and conditions of this Article X. If the Indemnifying Party Holder Representative has timely disputed its liability the Losses with respect to such claim as provided above, the Indemnifying Party Holder Representative and the Indemnified Party shall negotiate in good faith to resolve such dispute. If Promptly following the final determination of the amount of the Losses which the Indemnified Party has suffered (whether determined in accordance with this Section 10.5 or by a court of competent jurisdiction pursuant to Section 11.9), the Holder Representative and Acquiror shall jointly instruct the Indemnifying Party are unable Escrow Agent to resolve pay the dispute, then amount of such Losses to the Indemnified Party may seek any remedy at Law or in equity to enforce its indemnity claim, from the remaining balance of the Indemnity Escrow Fund in accordance with Section 10.8 and subject to the terms and conditions of this Agreement.Article X.

Procedures for Inter-Party Claims. In the event that an Indemnified Party determines that it has a claim for Damages against an Indemnifying Party hereunder (other than as a result of a Third-Party Claim (an “Inter-Party Claim”), the Indemnified Party shall promptly give reasonably prompt written notice thereof to the Indemnifying Party, specifying the amount of such claim, the nature and basis of the alleged breach giving rise to such claim (to the extent then reasonably determinable by the Indemnified Party) and any all relevant facts and circumstances relating thereto (provided, that no thereto. Failure or delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall not, however, relieve the Indemnifying Party from any obligation hereunder unlessof its indemnification obligations, except and then solely only to the extent, extent that the Indemnifying Party is prejudiced thereby)demonstrates that such failure has adversely affected the Indemnifying Party with respect to such claim. The Indemnified Party shall provide the Indemnifying Party with reasonable access to its books and records during normal business hours and upon reasonable prior written notice for the purpose of allowing the Indemnifying Party a reasonable opportunity to verify any such claim for DamagesDamages and shall make its personnel available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days following its receipt of such notice and granting of such access if the Indemnifying Party disputes its liability to the Indemnified Party under this Section 7. ARTICLE X. If the Indemnifying Party does not so notify the Indemnified Party, the claim specified by the Indemnified Party in such notice shall be conclusively deemed to be a liability of the Indemnifying Party under this Section 7ARTICLE X, and the Indemnifying Party shall pay (or, if applicable, cause the Escrow Agent to pay from the Indemnification Escrow Funds) the amount of such liability to the Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion of the claim) is estimated, on such later date when the amount of such claim (or such portion of such claim) is becomes finally determined by the Indemnified Partydetermined. If the Indemnifying Party has timely disputed its liability with respect to such claim as provided above, the Indemnifying Party and the Indemnified Party shall negotiate in good faith to resolve such dispute. If Following the final determination of the amount of Damages to which the Indemnified Party and is entitled (whether determined in accordance with this Section 10.07 or by arbitration), the Indemnifying Party are unable shall, no later than three (3) Business Days following such final determination, pay (or, if applicable, cause the Escrow Agent to resolve pay from the dispute, then Indemnification Escrow Funds) such Damages to the Indemnified Party may seek any remedy at Law by wire transfer or in equity certified check made payable to enforce its indemnity claim, in accordance the order of the Indemnified Party. Where the provisions of this Section 10.07 conflict with the terms and conditions provisions of this AgreementSection 7.08(i) (Tax Proceedings), the provisions of Section 7.08(i) (Tax Proceedings) shall control.

Procedures for Inter-Party Claims. In the event that an Indemnified Party determines that it has a claim for Damages against an Indemnifying Party hereunder (other than as a result of a Third-Party Claim (an “Inter-Third Party Claim”), the Indemnified Party shall give reasonably prompt written notice thereof to the Indemnifying Party, specifying the amount of such claim (to the extent then reasonably determinable by the Indemnified Party) and any relevant facts and circumstances relating thereto (provided, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless, and then solely to the extent, the Indemnifying Party is prejudiced thereby)thereto. The Indemnified Party shall provide the Indemnifying Party with reasonable access to its books and records for the purpose of allowing the Indemnifying Party a reasonable opportunity to verify any such claim for Damages. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days following its receipt of such notice if the Indemnifying Party disputes its liability to the Indemnified Party under this Section 7. If the Indemnifying Party does not so notify the Indemnified Party, the claim specified by the Indemnified Party in such notice shall be conclusively deemed to be a liability of the Indemnifying Party under this Section 7, and the Indemnifying Party shall pay negotiate in good faith for a thirty (30) day period regarding the amount of such liability to the Indemnified Party on demand or, in the case resolution of any notice in which the amount of the claim (or any portion of the claim) is estimated, on such later date when the amount of such claim (or such portion of such claim) is finally determined by the Indemnified Partydisputed claims for Damages. If the Indemnifying Party has timely disputed its liability no resolution is reached with respect regard to such disputed claim as provided above, between the Indemnifying Party and the Indemnified Party shall negotiate in good faith to resolve within such dispute. If thir ty (30) day period, the Indemnified Party and the Indemnifying Party are unable shall be entitled to resolve the dispute, then the Indemnified Party may seek any remedy at Law or in equity to enforce its indemnity claim, appropriate remedies in accordance with the terms hereof. Promptly following the final determination of the amount of any Damages claimed by the Indemnified Party, the Indemnifying Party shall pay such Damages to the Indemnified Party by wire transfer or check made payable to the order of the Indemnified Party, without interest. In the event that the Indemnified Party is required to institute legal proceedings in order to recover Damages hereunder, the cost of such proceedings (including costs of investigation and conditions reasonable attorneys' fees and disbursements) shall be added to the amount of this AgreementDamages payable to the Indemnified Party if the Indemnified Party recovers Damages in such proceedings. In the event that a party hereto claiming to be an Indemnified Party institutes legal proceedings in order to recover Damages hereunder and the applicable court refuses to award any Damages to such party, such party shall reimburse the defending party for the cost of such proceedings (including costs of investigation and reasonable attorneys' fees and disbursements).

Procedures for Inter-Party Claims. In the event that an Indemnified Party determines that it has a claim for Damages against an Indemnifying Party hereunder (other than as a result of a Third-Party Claim (an “Inter-Party Claim”), the Indemnified Party shall promptly give reasonably prompt written notice thereof to the Indemnifying Party, specifying the amount of such claim, the nature and basis of the alleged breach giving rise to such claim (to the extent then reasonably determinable by the Indemnified Party) and any all relevant facts and circumstances relating thereto (provided, that no thereto. Failure of delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall not, however, relieve the Indemnifying Party from any obligation hereunder unlessor its indemnification obligations, except, and then solely only to the extent, extent that the Indemnifying Party is prejudiced thereby)demonstrates that such failure or delay has materially harmed the Indemnifying Party with respect to such claim. The Indemnified Party shall provide the Indemnifying Party with reasonable access to its books and records during normal business hours and upon reasonable prior written notice for the purpose of allowing the Indemnifying Party a reasonable opportunity to verify any such claim for Damages. The Indemnifying Party shall notify the Indemnified Party within thirty forty-five (3045) days following its receipt of such notice and granting of such access if the Indemnifying Party disputes its liability to the Indemnified Party under this Section 7. ARTICLE X. If the Indemnifying Party does not so notify the Indemnified Party, the claim specified by the Indemnified Party in such notice shall be conclusively deemed to be a liability of the Indemnifying Party under this Section 7ARTICLE X, and the Indemnifying Party shall pay (or, if applicable, cause the Escrow Agent to pay from the Indemnification Escrow Funds) the amount of such liability to the Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion of the claim) is estimated, on such later date when the amount of such claim (or such portion of such claim) is becomes finally determined by the Indemnified Partydetermined. If the Indemnifying Party has timely disputed its liability with respect to such claim as provided above, the Indemnifying Party and the Indemnified Party shall negotiate in good faith to resolve such dispute. If Following the final determination of the amount of Damages to which the Indemnified Party and is entitled (whether determined in accordance with this Section 10.07 or by arbitration), the Indemnifying Party are unable shall pay (or, if applicable, cause the Escrow Agent to resolve pay from the dispute, then Indemnification Escrow Funds) such Damages to the Indemnified Party may seek any remedy at Law by wire transfer or in equity certified check made payable to enforce its indemnity claim, in accordance the order of the Indemnified Party. Where the provisions of this ARTICLE X conflict with the terms and conditions provisions of this AgreementSection 7.08(i), the provisions of Section 7.08(i) shall control.

Procedures for Inter-Party Claims. In the event that an Indemnified Party determines that it has a claim for Damages against an Indemnifying Party hereunder (other than as a result of a Third-Party Claim (an “Inter-Third Party Claim”), the Indemnified Party shall give reasonably prompt promptly deliver written notice thereof to the Indemnifying Party, specifying the amount of such claim, the nature and basis of the alleged breach giving rise to such claim (to the extent then reasonably determinable by the Indemnified Party) and any all relevant facts and circumstances relating thereto (provided, that no delay on thereto. The failure to so notify the part of the Indemnified Party in notifying any Indemnifying Party shall not relieve the Indemnifying Party from any obligation hereunder unlessof its obligations hereunder, and then solely except to the extentextent such failure shall have materially prejudiced, or materially increased the amount of Damages payable by, the Indemnifying Party is prejudiced thereby)Party. The Indemnified Party shall provide the Indemnifying Party with reasonable access to its books and records (and, if the Company Stockholders and Participating Optionholders are the Indemnifying Party, the Acquired Companies’ books and records) during normal business hours for the purpose of allowing the Indemnifying Party a reasonable opportunity to verify any such claim for Damages. The Indemnifying Party shall notify the Indemnified Party within thirty forty five (3045) days following its receipt of such notice and granting of such access if the Indemnifying Party disputes its liability to the Indemnified Party under this Section 7. Article X. If the Indemnifying Party does not so notify the Indemnified Party, the claim specified by the Indemnified Party in such notice shall be conclusively deemed to be a liability of the Indemnifying Party under this Section 7Article X, and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion of the claim) is estimated, on such later date when the amount of such claim (or such portion of such claim) is becomes finally determined by the Indemnified Partydetermined. If the Indemnifying Party has timely disputed its liability with respect to such claim as provided above, the Indemnifying Party and the Indemnified Party shall negotiate in good faith to resolve such dispute. If Promptly following the final determination of the amount of Damages to which the Indemnified Party and is entitled (whether determined in accordance with this Section 10.08 or by a court of competent jurisdiction), the Indemnifying Party are unable shall pay such Damages to resolve the dispute, then the Indemnified Party may seek any remedy at Law or in equity to enforce its indemnity claim, in accordance with the terms and conditions of this AgreementSection 10.11.

Procedures for Inter-Party Claims. In the event that an Indemnified Party determines that it has a claim for Damages against an Indemnifying Party hereunder (other than as a result of a Third-Party Claim (an “Inter-Third- Party Claim”), the Indemnified Party shall promptly give reasonably prompt written notice thereof to the Indemnifying Party, specifying the amount of such claim, the nature and basis of the alleged breach giving rise to such claim (to the extent then reasonably determinable by the Indemnified Party) and any all relevant facts and circumstances relating thereto (provided, that no thereto. Failure or delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall not, however, relieve the Indemnifying Party from any obligation hereunder unlessof its indemnification obligations, except and then solely only to the extent, extent that the Indemnifying Party is prejudiced thereby)demonstrates that such failure has adversely affected the Indemnifying Party with respect to such claim. The Indemnified Party shall provide the Indemnifying Party with reasonable access to its books and records during normal business hours and upon reasonable prior written notice for the purpose of allowing the Indemnifying Party a reasonable opportunity to verify any such claim for DamagesDamages and shall make its personnel available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days following its receipt of such notice and granting of such access if the Indemnifying Party disputes its liability to the Indemnified Party under this Section 7. ARTICLE X. If the Indemnifying Party does not so notify the Indemnified Party, the claim specified by the Indemnified Party in such notice shall be conclusively deemed to be a liability of the Indemnifying Party under this Section 7ARTICLE X, and the Indemnifying Party shall pay (or, if applicable, instruct the Escrow Agent to pay from the Indemnification Escrow Funds) the amount of such liability to the Indemnified Party promptly on demand or, in the case of any notice in which the amount of the claim (or any portion of the claim) is estimated, on such later date when the amount of such claim (or such portion of such claim) is becomes finally determined by the Indemnified Partyand liquidated. If the Indemnifying Party has timely disputed its liability with respect to such claim as provided above, the Indemnifying Party and the Indemnified Party shall negotiate in good faith to resolve such dispute. If Following the final determination of the amount of Damages to which the Indemnified Party and is entitled (whether determined in accordance with this Section 10.07 or by arbitration), the Indemnifying Party are unable shall, no later than three (3) Business Days following such final determination, pay (or, if applicable, instruct the Escrow Agent to resolve pay from the dispute, then Indemnification Escrow Funds) such Damages to the Indemnified Party may seek any remedy at Law by wire transfer or in equity certified check made payable to enforce its indemnity claim, in accordance the order of the Indemnified Party. Where the provisions of this Section 10.07 conflict with the terms and conditions provisions of this AgreementSection 7.09(h) (Tax Proceedings), the provisions of Section 7.09(h) (Tax Proceedings) shall control.

Procedures for Inter-Party Claims. In the event that an Indemnified Party determines that it has a claim Claim for Damages against an Indemnifying Party hereunder (other than as a result of a Third-Party Claim (an “Inter-Third Party Claim”), the Indemnified Party shall give reasonably prompt written notice thereof to the Indemnifying Party, specifying the amount of such claim (to the extent then reasonably determinable by the Indemnified Party) Claim and any relevant facts and circumstances relating thereto (provided, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless, and then solely to the extent, the Indemnifying Party is prejudiced thereby)thereto. The Indemnified Party shall provide the Indemnifying Party with reasonable access to its books and records Records for the purpose of allowing the Indemnifying Party a reasonable opportunity to verify any such claim for Damages. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days following its receipt of such notice if the Indemnifying Party disputes its liability to the Indemnified Party under this Section 7. If the Indemnifying Party does not so notify the Indemnified Party, the claim specified by the Indemnified Party in such notice shall be conclusively deemed to be a liability of the Indemnifying Party under this Section 7, and the Indemnifying Party shall pay negotiate in good faith for a 30-day period regarding the amount of such liability to the Indemnified Party on demand or, in the case resolution of any notice in which the amount of the claim (or any portion of the claim) is estimated, on such later date when the amount of such claim (or such portion of such claim) is finally determined by the Indemnified Partydisputed claims for Damages. If the Indemnifying Party has timely disputed its liability no resolution is reached with respect regard to such claim as provided above, disputed Claim between the Indemnifying Party and the Indemnified Party shall negotiate in good faith to resolve within such dispute. If 30-day period, the Indemnified Party and the Indemnifying Party are unable shall be entitled to resolve the dispute, then the Indemnified Party may seek any remedy at Law or in equity to enforce its indemnity claim, appropriate remedies in accordance with the terms hereof. Promptly following the final determination of the amount of any Damages claimed by the Indemnified Party, the Indemnifying Party shall pay such Damages to the Indemnified Party by wire transfer or check made payable to the order of the Indemnified Party. In the event that the Indemnified Party is required to institute an Action in order to recover Damages hereunder, the reasonable and conditions verifiable cost of this Agreementsuch Action shall be added to the amount of Damages payable to the Indemnified Party if the Indemnified Party recovers at least 50% of the Damages sought in such proceedings. In the event that a party hereto claiming to be an Indemnified Party institutes an -106- EXECUTION COPY -------------- Action in order to recover Damages hereunder and the applicable court refuses to award any Damages to such party, such party shall reimburse the defending party for the cost of such Action.

Procedures for Inter-Party Claims. (a) In the event that an Indemnified Party determines that it has a claim for Damages Losses against an Indemnifying Party hereunder other than as a result of a Third-Party Claim (an “Inter-Party Claim”), the Indemnified Party shall give reasonably prompt written notice thereof to the Indemnifying Party, specifying the amount of such claim (to the extent then reasonably determinable by the Indemnified Party) and any relevant facts and circumstances relating thereto the basis of such claim in reasonable detail (provided, provided that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless, and then solely to the extent, the Indemnifying Party is actually prejudiced thereby). The Indemnified Party shall provide the Indemnifying Party with reasonable access to its books and records for the purpose of allowing the Indemnifying Party a reasonable opportunity to verify any such claim for Damages. The Indemnifying Party shall notify the Indemnified Party within thirty fifteen (3015) days Business Days following its receipt of such notice if the Indemnifying Party disputes its liability to the Indemnified Party under this Section 7Article VIII. If the Indemnifying Party does not so notify the Indemnified Party, the claim specified by the Indemnified Party in such notice shall be conclusively deemed to be a liability of the Indemnifying Party under this Section 7Article VIII, and the Indemnifying Party shall pay the amount of such liability (in accordance with Section 8.07) to the Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion of the claim) is estimated, on such later date when the amount of such claim (or such portion of such claim) is finally determined by the Indemnified Party. If the Indemnifying Party has timely disputed its liability with respect to such claim as provided above, the Indemnifying Party and the Indemnified Party shall negotiate in good faith to resolve such dispute. If such dispute remains unresolved as of the fifteenth (15th) day after timely delivery by the Indemnifying Party of the notice that it disputes its liability with respect to such claim, the Indemnified Party and shall have the Indemnifying Party are unable right to resolve the dispute, then the Indemnified Party may seek any remedy at Law or and all available remedies in equity to enforce its indemnity claim, in accordance with the terms and conditions of this Agreementrespect thereof.

Procedures for Inter-Party Claims. In the event that an Indemnified Party determines that it has a claim for Damages against an Indemnifying Party hereunder (other than as a result of a Third-Party Claim (an “Inter-Party Claim”), the Indemnified Party shall promptly give reasonably prompt written notice thereof to the Indemnifying Party, specifying the amount of such claim, the nature and basis of the alleged breach giving rise to such claim (to the extent then reasonably determinable by the Indemnified Party) and any all relevant facts and circumstances relating thereto (provided, that no thereto. Failure or delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall not, however, relieve the Indemnifying Party from any obligation hereunder unlessof its indemnification obligations, except and then solely only to the extent, extent that the Indemnifying Party is prejudiced thereby)demonstrates that such failure has adversely affected the Indemnifying Party with respect to such claim. The Indemnified Party shall provide the Indemnifying Party with reasonable access to its books and records during normal business hours and upon reasonable prior written notice for the purpose of allowing the Indemnifying Party a reasonable opportunity to verify any such claim for DamagesDamages and shall make its personnel available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days following its receipt of such notice and granting of such access if the Indemnifying Party disputes its liability to the Indemnified Party under this Section 7ARTICLE XI. If the Indemnifying Party does not so notify the Indemnified Party, the claim specified by the Indemnified Party in such notice shall be conclusively deemed to be a liability of the Indemnifying Party under this Section 7ARTICLE XI, and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion of the claim) is estimated, on such later date when the amount of such claim (or such portion of such claim) is becomes finally determined by the Indemnified Partydetermined. If the Indemnifying Party has timely disputed its liability with respect to such claim as provided above, the Indemnifying Party and the Indemnified Party shall negotiate in good faith to resolve such dispute. If Following the final determination of the amount of Damages to which the Indemnified Party and is entitled (whether determined in accordance with this Section 11.06 or by arbitration), the Indemnifying Party are unable shall, no later than three (3) Business Days following such final determination, pay (such Damages to resolve the dispute, then the Indemnified Party may seek any remedy at Law by wire transfer or in equity certified check made payable to enforce its indemnity claim, in accordance the order of the Indemnified Party. Where the provisions of this Section 11.06 conflict with the terms and conditions provisions of this AgreementSection 8.07(h) (Tax Proceedings), the provisions of Section 8.07(h) (Tax Proceedings) shall control.

Procedures for Inter-Party Claims. In the event that an a Tilray Indemnified Party determines that it has to make a claim for Damages Losses against an any Indemnifying Party Parties hereunder (other than as a result of a Third-Party Claim (an “Inter-Third Party Claim”), the Tilray Indemnified Party shall give reasonably prompt written notice thereof to the Indemnifying Party, Stockholder Representative specifying the amount of such claim (and the nature and basis of the alleged breach giving rise to the extent then reasonably determinable by the Indemnified Party) and any relevant facts and circumstances relating thereto (such claim; provided, however, that no delay on the part of the Tilray Indemnified Party in notifying any Indemnifying Party the Stockholder Representative shall relieve the Indemnifying Party from Parties of any obligation hereunder unlessLiability hereunder, and then solely except to the extent, extent that the Indemnifying Party is Stockholder Representative has been prejudiced thereby)by the Tilray Indemnified Party’s failure to give such notice. The Tilray Indemnified Party shall provide the Indemnifying Party with reasonable access to its books and records during normal business hours upon reasonable advance notice solely for the purpose of allowing the Indemnifying Party a reasonable opportunity to verify any such claim for DamagesLosses. The Indemnifying Party Stockholder Representative shall notify the Tilray Indemnified Party within thirty (30) 30 calendar days following its receipt of such notice if the Indemnifying Party disputes its liability Parties dispute Liability to the Tilray Indemnified Party under this Section 711. If the Indemnifying Party Stockholder Representative does not so notify the Tilray Indemnified Party, the claim specified by the Tilray Indemnified Party in such notice shall be conclusively deemed to be a liability Loss of the Indemnifying Party Parties under this Section 711, and in the Indemnifying Party shall pay case of any notice in which the amount of such liability the claim (or any portion of the claim) has been finally determined, the Stockholder Representative and Tilray shall jointly instruct the Escrow Agent to deliver to Tilray, on behalf of the Tilray Indemnified Party on demand Parties, the Released Shares, or, in the case of any notice in which the amount of the claim (or any portion of the claim) is estimated, the Released Shares as calculated on such later date when the amount of such claim (or such portion of such claim) is becomes finally determined by the Indemnified Partydetermined. If the Indemnifying Party Stockholder Representative has timely disputed its liability Liability with respect to such claim as provided above, the Indemnifying Party and the Indemnified Party Tilray shall negotiate in good faith to resolve such dispute. If Promptly following the final determination of the amount of the Losses which the Tilray Indemnified Party and the Indemnifying Party are unable to resolve the dispute, then the Indemnified Party may seek any remedy at Law or in equity to enforce its indemnity claim, has suffered (whether determined in accordance with this Section 11.4(b) or by a court of competent jurisdiction pursuant to Section 12.4), the terms Stockholder Representative and conditions the Tilray shall jointly instruct the Escrow Agent to deliver to Tilray, on behalf of this Agreementthe Tilray Indemnified Parties, the Released Shares.

Procedures for Inter-Party Claims. In the event that an Indemnified Party determines that it has a claim for Damages Losses against an Indemnifying Party hereunder other than as a result of a Third-Party Claim (an “Inter-Party Claim”), the Indemnified Party shall give reasonably prompt written notice thereof to the Indemnifying Party, specifying the amount of such claim Inter-Party Claim (to the extent then reasonably determinable by the Indemnified Party) and any relevant facts and circumstances relating thereto the basis of such Inter-Party Claim in reasonable detail (provided, provided that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless, and then solely to the extentextent that, the Indemnifying Party can demonstrate that the Indemnifying Party is actually and materially prejudiced thereby). The Indemnified Party shall provide the Indemnifying Party with reasonable access to its books and records for the purpose of allowing the Indemnifying Party a reasonable opportunity to verify any such claim for Damages. The Indemnifying Party shall notify the Indemnified Party within thirty twenty (3020) days following its receipt of such notice if the Indemnifying Party disputes its liability to the Indemnified Party under this Section 7Article VIII. If the Indemnifying Party does not so notify the Indemnified Party, the claim Inter-Party Claim specified by the Indemnified Party in such notice shall be conclusively deemed to be a liability of the Indemnifying Party under this Section 7, and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion of the claim) is estimated, on such later date when the amount of such claim (or such portion of such claim) is finally determined by the Indemnified PartyArticle VIII. If the Indemnifying Party has timely disputed its liability with respect to such claim Inter-Party Claim as provided above, the Indemnifying Party and the Indemnified Party shall negotiate in good faith to resolve such dispute. If such dispute remains unresolved as of the fifteenth (15th) day after timely delivery by the Indemnifying Party of the notice that it disputes its liability with respect to such Inter-Party Claim, the Indemnified Party and shall have the Indemnifying Party are unable right to resolve the dispute, then the Indemnified Party may seek any remedy at Law or and all available remedies under this Agreement in equity to enforce its indemnity claim, in accordance with the terms and conditions of this Agreementrespect thereof.

Procedures for Inter-Party Claims. In the event that an Indemnified Party determines that it has a claim for Damages against an Indemnifying Party hereunder (other than as a result of a Third-Party Claim (an “Inter-Third Party Claim”), the Indemnified Party shall promptly, give reasonably prompt written notice thereof to the Indemnifying Party, specifying the amount of such claim, the nature and basis of the alleged breach giving rise to such claim (to the extent then reasonably determinable by the Indemnified Party) and any all relevant facts and circumstances relating thereto (provided, thereto; provided that no delay failure to give such notification on a timely basis shall not affect the part of indemnification provided hereunder except to the Indemnified Party in notifying any extent the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless, and then solely to the extent, the Indemnifying Party is have been prejudiced thereby)as a result of such failure. The Indemnified Party shall provide the Indemnifying Party with reasonable full access to its books and records during normal business hours and upon reasonable prior written notice for the purpose of allowing the Indemnifying Party a reasonable opportunity to verify any such claim for Damages. The Indemnifying Party shall notify the Indemnified Party within thirty forty-five (3045) days following its receipt of such notice and granting of such access if the Indemnifying Party disputes its liability to the Indemnified Party under this Section 7. Article X. If the Indemnifying Party does not so notify the Indemnified Party, the claim specified by the Indemnified Party in such notice shall be conclusively deemed to be a liability of the Indemnifying Party under this Section 7Article X, and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion of the claim) is estimated, on such later date when the amount of such claim (or such portion of such claim) is becomes finally determined by the Indemnified Partydetermined. If the Indemnifying Party has timely disputed its liability with respect to such claim as provided above, the Indemnifying Party and the Indemnified Party shall negotiate in good faith to resolve such dispute. If Promptly following the final determination of the amount of Damages to which the Indemnified Party and is entitled (whether determined in accordance with this Section 10.08 or by a court of competent jurisdiction), the Indemnifying Party are unable shall pay such Damages to resolve the dispute, then the Indemnified Party may seek any remedy at Law by wire transfer or in equity certified check made payable to enforce its indemnity claim, in accordance with the terms and conditions order of this Agreementthe Indemnified Party.

Procedures for Inter-Party Claims. In the event that an Indemnified Party determines that it has a claim for Damages against an Indemnifying Party hereunder (other than as a result of a Third-Party Claim (an “Inter-Third Party Claim”), the Indemnified Party shall promptly, but in any event within five (5) Business Days of becoming aware of any facts or circumstances that would reasonably be expected to give reasonably prompt rise to a claim for indemnification hereunder, give written notice thereof to the Indemnifying Party, specifying the amount of such claim, the nature and basis of the alleged breach giving rise to such claim (to the extent then reasonably determinable by the Indemnified Party) and any all relevant facts and circumstances relating thereto (thereto; provided, however, that no delay on the part failure to give such notice shall not affect the right to indemnification under this Article IX except to the extent of the Indemnified Party in notifying any Indemnifying Party shall relieve actual material prejudice to the Indemnifying Party from any obligation hereunder unless, and then solely to the extent, the Indemnifying Party is prejudiced thereby)Party. The Indemnified Party shall provide the Indemnifying Party with reasonable full access to its books and records (and, if Seller or Parent is the Indemnifying Party, the Acquired Companies’ books and records) during normal business hours for the purpose of allowing the Indemnifying Party a reasonable opportunity to verify any such claim for Damages. The Indemnifying Party shall notify the Indemnified Party within thirty forty five (3045) days following its receipt of such notice and granting of such access if the Indemnifying Party disputes its liability to the Indemnified Party under this Section 7Article IX. If the Indemnifying Party does not so notify the Indemnified Party, the claim specified by the Indemnified Party in such notice shall be conclusively deemed to be a liability of the Indemnifying Party under this Section 7Article IX, and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion of the claim) is estimated, on such later date when the amount of such claim (or such portion of such claim) is becomes finally determined by the Indemnified Partydetermined. If the Indemnifying Party has timely disputed its liability with respect to such claim as provided above, the Indemnifying Party and the Indemnified Party shall negotiate in good faith to resolve such dispute. If Promptly following the final determination of the amount of Damages to which the Indemnified Party and is entitled (whether determined in accordance with this Section 9.8 or by a court of competent jurisdiction), the Indemnifying Party are unable shall pay such Damages to resolve the dispute, then the Indemnified Party may seek any remedy at Law or in equity to enforce its indemnity claim, in accordance with the terms and conditions of this AgreementSection 9.11.

Procedures for Inter-Party Claims. In the event that an Indemnified Party determines that it has a claim for Damages against an Indemnifying Party hereunder (other than as a result of a Third-Party Claim (an “Inter-Party Claim”), the Indemnified Party shall promptly give reasonably prompt written notice thereof to the Indemnifying Party, specifying the amount of such claim, the nature and basis of the alleged breach giving rise to such claim (to the extent then reasonably determinable by the Indemnified Party) and any all relevant facts and circumstances relating thereto (provided, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless, and then solely to the extent, the Indemnifying Party is prejudiced thereby)thereto. The Indemnified Party shall provide the Indemnifying Party with reasonable full access to its books and records during normal business hours and upon reasonable prior written notice for the purpose of allowing the Indemnifying Party a reasonable opportunity to verify any such claim for DamagesDamages and shall make its personnel available on a mutually convenient basis, and at no additional expense to the Indemnifying Party, to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall notify the Indemnified Party within thirty forty-five (3045) days following its receipt of such notice and granting of such access if the Indemnifying Party disputes its liability Liability to the Indemnified Party under this Section 7Article XI. If the Indemnifying Party does not so notify the Indemnified Party, the claim specified by the Indemnified Party in such notice shall be conclusively deemed to be a liability Liability of the Indemnifying Party under this Section 7Article XI, and the Indemnifying Party shall pay the amount of such liability Liability to the Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion of the claim) is estimated, on such later date when the amount of such claim (or such portion of such claim) is becomes finally determined by the Indemnified Partydetermined. If the Indemnifying Party has timely disputed its liability Liability with respect to such claim as provided above, the Indemnifying Party and the Indemnified Party shall negotiate in good faith to resolve such dispute. If Following the final determination of the amount of Damages to which the Indemnified Party and is entitled (whether determined in accordance with this Section 11.07 or by arbitration), the Indemnifying Party are unable shall pay such Damages to resolve the dispute, then the Indemnified Party may seek any remedy at Law by wire transfer or in equity certified check made payable to enforce its indemnity claim, in accordance with the terms and conditions order of this Agreementthe Indemnified Party.

Procedures for Inter-Party Claims. In the event that an Indemnified Party determines that it has a claim for Damages Losses against an Indemnifying Party hereunder (other than as a result of a Third-Party Claim (an “Inter-Third Party Claim”), the Indemnified Party shall give reasonably prompt written notice thereof to the Indemnifying Party, Party specifying the amount of such claim, the nature and basis of the alleged breach giving rise to such claim (to the extent then reasonably determinable by the Indemnified Party) and any all relevant facts and circumstances relating thereto (thereto; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from of any obligation hereunder unlessLiability hereunder, and then solely except to the extent, extent that the Indemnifying Party is has been materially prejudiced thereby)by the Indemnified Party’s failure to give such notice. The Indemnified Party shall provide the Indemnifying Party with reasonable access to its books and records (and, in the case that the Indemnified Party is a Parent Indemnified Party, the Company’s books and records) during normal business hours upon reasonable advance notice for the purpose of allowing the Indemnifying Party a reasonable opportunity to verify any such claim for DamagesLosses. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days following its receipt of such notice if the Indemnifying Party disputes its liability Liability to the Indemnified Party under this Section 7. ARTICLE X. If the Indemnifying Party does not so notify the Indemnified Party, the claim specified by the Indemnified Party in such notice shall be conclusively deemed to be a liability Liability of the Indemnifying Party under this Section 7, and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion of the claim) is estimated, on such later date when the amount of such claim (or such portion of such claim) is finally determined by the Indemnified Party. ARTICLE X. If the Indemnifying Party has timely disputed its liability Liability with respect to such claim as provided above, the Indemnifying Party and the Indemnified Party shall negotiate in good faith to resolve such dispute. If the Indemnified Party and the Indemnifying Party are unable to resolve the dispute, then the Indemnified Party may seek any remedy at Law or in equity to enforce its indemnity claim, in accordance with the terms and conditions of this Agreement.

Procedures for Inter-Party Claims. In the event that an Indemnified Party determines that it has a claim Claim for Damages against an Indemnifying Party hereunder (other than as a result of a Third-Party Claim (an “Inter-Party Claim”), the Indemnified Party shall give reasonably prompt written notice thereof to the Indemnifying Party, specifying the amount of such claim (to the extent then reasonably determinable by the Indemnified Party) Claim and any relevant facts and circumstances relating 73 thereto, and such notice shall be promptly given even if the nature or extent of the Damages is not then known. The notification shall be subsequently supplemented within a reasonable time as additional information regarding the Claim or the nature or extent of Damages resulting therefrom becomes available to the Indemnified Party. Any failure to give such prompt notice or supplement thereto (provided, that no delay on the part or to provide any such facts and circumstances will not waive any rights of the Indemnified Party in notifying any Indemnifying Party shall relieve Party, except to the extent that the rights of the Indemnifying Party from any obligation hereunder unless, and then solely to the extent, the Indemnifying Party is are actually materially prejudiced thereby). The Indemnified Party shall provide the Indemnifying Party with reasonable access to its books and records for the purpose of allowing the Indemnifying Party a reasonable opportunity to verify any such claim for Damages. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days following its receipt of such notice if the Indemnifying Party disputes its liability to the Indemnified Party under this Section 7. If the Indemnifying Party does not so notify the Indemnified Party, the claim specified by the Indemnified Party in such notice shall be conclusively deemed to be a liability of the Indemnifying Party under this Section 7, and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion of the claim) is estimated, on such later date when the amount of such claim (or such portion of such claim) is finally determined by the Indemnified Party. If the Indemnifying Party has timely disputed its liability with respect to such claim as provided above, the Indemnifying Party and the Indemnified Party shall negotiate in good faith for a thirty-day (30-day) period regarding the resolution of any disputed Claims for Damages. Promptly following the final determination of the amount of any Damages claimed by the Indemnified Party, the Indemnifying Party, subject to resolve the limitations of the Minimum Claim Amount, Threshold Amount and the Cap Amount, shall pay such dispute. If Damages to the Indemnified Party and by wire transfer or check made payable to the Indemnifying Party are unable to resolve the dispute, then order of the Indemnified Party may seek any remedy at Law or in equity to enforce its indemnity claim, in accordance with the terms and conditions of this AgreementParty.

Procedures for Inter-Party Claims. In the event that an Indemnified Party determines that it has a claim for Damages against an Indemnifying Party hereunder (other than as a result of a Third-Party Claim (an “Inter-Third Party Claim”), the Indemnified Party shall give reasonably prompt written notice thereof to the Indemnifying Party, specifying specifying, to the extent then known, the amount of such claim (to the extent then reasonably determinable by the Indemnified Party) and any relevant facts and circumstances relating thereto (provided, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless, and then solely to the extent, the Indemnifying Party is prejudiced thereby)thereto. The Indemnified Party shall provide the Indemnifying Party with reasonable access to its books and records for the purpose of allowing the Indemnifying Party a reasonable opportunity to verify any such claim for Damages. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days following its receipt of such notice if the Indemnifying Party disputes its liability to the Indemnified Party under this Section 7. If the Indemnifying Party does not so notify the Indemnified Party, the claim specified by the Indemnified Party in such notice shall be conclusively deemed to be a liability of the Indemnifying Party under this Section 7, and the Indemnifying Party shall pay negotiate in good faith for a thirty (30) day period regarding the amount of such liability to the Indemnified Party on demand or, in the case resolution of any notice in which the amount of the claim (or any portion of the claim) is estimated, on such later date when the amount of such claim (or such portion of such claim) is finally determined by the Indemnified Partydisputed claims for Damages. If the Indemnifying Party has timely disputed its liability no resolution is reached with respect regard to such disputed claim as provided above, between the Indemnifying Party and the Indemnified Party shall negotiate in good faith to resolve within such dispute. If thirty (30) day period, the Indemnified Party and the Indemnifying Party are unable shall be entitled to resolve the dispute, then the Indemnified Party may seek any remedy at Law or in equity to enforce its indemnity claim, appropriate remedies in accordance with the terms hereof. Promptly following the final determination of the amount of any Damages claimed by the Indemnified Party, the Indemnifying Party shall pay such Damages to the Indemnified Party by wire transfer or check made payable to the order of the Indemnified Party, without interest. In the event that the Indemnified Party is required to institute Proceedings in order to recover Damages hereunder, the cost of such Proceedings (including costs of investigation and conditions reasonable attorneys’ fees and disbursements) shall be added to the amount of this AgreementDamages payable to the Indemnified Party if the Indemnified Party recovers Damages in such Proceedings. In the event that a party hereto claiming to be an Indemnified Party institutes Proceedings in order to recover Damages hereunder and the applicable court refuses to award any Damages to such party, such party shall reimburse the defending party for the cost of such Proceedings (including costs of investigation and reasonable attorneys’ fees and disbursements).

Procedures for Inter-Party Claims. In the event that an Indemnified Party determines that it has a claim for Damages against an Indemnifying Party hereunder other than as a result of a Third-Party Claim (an “Inter-Party Claim”), the Indemnified Party shall give reasonably prompt written notice thereof to the Indemnifying Party, specifying the amount of such claim (to the extent then reasonably determinable by the Indemnified Party) and any relevant facts and circumstances relating thereto (provided, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless, and then solely to the extent, the Indemnifying Party is prejudiced thereby). The Indemnified Party shall provide the Indemnifying Party with reasonable access to its books and records for the purpose of allowing the Indemnifying Party a reasonable opportunity to verify any such claim for Damages. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days following its receipt of such notice if the Indemnifying Party disputes its liability to the Indemnified Party under this Section 75. If the Indemnifying Party does not so notify the Indemnified Party, the claim specified by the Indemnified Party in such notice shall be conclusively deemed to be a liability of the Indemnifying Party under this Section 7, and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion of the claim) is estimated, on such later date when the amount of such claim (or such portion of such claim) is finally determined by the Indemnified Party. If the Indemnifying Party has timely disputed its liability with respect to such claim as provided above, the Indemnifying Party and the Indemnified Party shall negotiate in good faith to resolve such dispute. If the Indemnified Party and the Indemnifying Party are unable to resolve the dispute, then the Indemnified Party may seek any remedy at Law or in equity to enforce its indemnity claim, in accordance with the terms and conditions of this Agreement.

Procedures for Inter-Party Claims. In the event that an Indemnified Party Indemnitee determines that it has a claim for Damages against an Indemnifying Party hereunder (other than as a result of a Third-Party Claim (an “Inter-Third Party Claim”), the Indemnified Party Indemnitee shall give reasonably prompt written notice thereof to the Indemnifying Party, Party specifying (to the extent known and quantifiable) the amount of such claim, the nature and basis of the alleged breach giving rise to such claim (to the extent then reasonably determinable by the Indemnified Party) and any all relevant facts and circumstances relating thereto (thereto; provided, however, that no delay on the part of the Indemnified Party Indemnitee in notifying any the Indemnifying Party shall relieve such Indemnifying Party of any liability hereunder (other than a failure to deliver such notice prior to the Company Representation Completion Date or Parent Representation Completion Date, as applicable), except to the extent that the Indemnifying Party from any obligation hereunder unless, and then solely has been materially prejudiced by the Indemnitee's failure to the extent, the Indemnifying Party is prejudiced thereby)give such notice. The Indemnified Party Indemnitee shall provide the Indemnifying Party with such information and documentation as the Indemnifying Party may reasonably request in order to verify any claim for Damages and with reasonable access to its books and records (including the Surviving Corporation' books and records) during normal business hours upon reasonable advance notice for the purpose of allowing the Indemnifying Party a reasonable opportunity to verify any such claim for Damages. The Indemnifying Party shall notify the Indemnified Party Indemnitee within thirty (30) days following its receipt of such notice if the Indemnifying Party disputes its liability to the Indemnified Party Indemnitee under this Section 7with respect to such claim. If the Indemnifying Party does not so notify the Indemnified PartyIndemnitee, the claim specified by the Indemnified Party Indemnitee in such notice shall be conclusively deemed to be a liability of the Indemnifying Party under this Section 7, and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion of the claim) is estimated, on such later date when the amount of such claim (or such portion of such claim) is finally determined by the Indemnified PartySection. If the Indemnifying Party has timely disputed its liability with respect to such claim as provided above, the Indemnifying Party and the Indemnified Party Indemnitee shall negotiate in good faith to resolve such dispute. If the Indemnified Party and the Indemnifying Party are unable to resolve the dispute, then the Indemnified Party may seek any remedy at Law or in equity to enforce its indemnity claim, in accordance with the terms and conditions of this Agreement.