Common use of Procedures for Making Claims Clause in Contracts

Procedures for Making Claims. If and when an Indemnitee desires to assert a claim for Losses against any Indemnitor, the Indemnitee shall deliver to the Indemnitor (with a copy to the Escrow Agent) a certificate signed by such Indemnitee (if the Indemnitee is an entity, the certificate shall be signed by its chief executive officer) (a “Notice of Claim”), which Notice of claim shall: (i) state that the Indemnitee has paid or accrued (or intends or expects to pay or accrue) Losses to which it is entitled to indemnification pursuant to this Article XI and the amount thereof (to the extent then known); and (ii) specifying to the extent possible (A) the individual items of Losses in the certificate, (B) the date each such item was or is expected to be paid or accrued, to the extent known, and (C) the basis upon which Losses are claimed (including the specific clause of this Agreement pursuant to which such indemnification is being sought. Such Notice of Claim shall be delivered prior to the expiration of any applicable survival period as set forth in Section 11.1. If the Indemnitor shall object to such Notice of Claim, the Indemnitor shall deliver written notice of objection (the “Notice of Objection”) to the Indemnitee (with a copy to the Escrow Agent) within fifteen (15) Business Days after receipt of the Notice of Claim. The Notice of Objection shall set forth the grounds upon which the objection is based and state whether the Indemnitor objects to all or only a portion of the matter described in the Notice of Claim. The Losses set forth in the Notice of Claim shall be payable to the Indemnitee within twenty (20) Business Days of the expiration of such fifteen (15) Business Day period without the necessity of further action to the extent the Indemnitor has not delivered a Notice of Objection. If the Indemnitor shall timely deliver a Notice of Objection, the Indemnitor and the Indemnitee shall attempt in good faith to agree upon the rights of such Persons with respect to the claim in the Notice of Claim. If an agreement on the amount of Losses is reached, a memorandum setting forth such agreement shall be prepared and signed by the Indemnitor and Indemnitee and a written notice shall be delivered to the Escrow Agent directing the delivery of the applicable portion of the Escrow Amount to the Indemnitee based upon such resolution. If the parties are unable to reach an agreement within fifteen (15) Business Days, either the Indemnitor or the Indemnitee may demand arbitration of the matter (such arbitration to be conducted by JAMS in New York City) (unless the matter is at issue in a pending third party claim, in which case arbitration shall not be commenced until such amount is ascertained or both persons agree to arbitration), and the matter shall be settled by arbitration conducted by one arbitrator mutually agreeable to the Indemnitor and the Indemnitee. In the event that within ten (10) days after submission of any dispute to arbitration, the Indemnitor and the Indemnitee cannot mutually agree on one arbitrator, the Indemnitor and the Indemnitee shall each select one arbitrator and the two arbitrators so selected shall select a third arbitrator. The arbitrator(s) shall set a limited time period and establish procedures designed to reduce the cost and time for discovery. The decision of the arbitrator or a majority of the arbitrators, as the case may be, as to the validity and amount of any claim for indemnification for Losses (a “Resolved Amount”) shall be binding and conclusive upon the Indemnitor and the Indemnitee. Such decision shall be delivered in writing and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrator(s). The Escrow Agent shall be entitled to act in accordance with any such judgment and make delivery of any portion of the Escrow Amount in accordance therewith. Judgment upon any award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

Procedures for Making Claims. If and when an Indemnitee a party (the “Indemnitee”) desires to assert a claim Claim for Losses Indemnifiable Damages against any another party (the “Indemnitor”) pursuant to the provisions of this Article 8, the Indemnitee shall deliver a Notice of Claim to the Indemnitor (with reasonably promptly after Indemnitee’s receipt of a copy to the Escrow Agent) Claim or specific and affirmative awareness of a certificate signed by such Indemnitee (if the Indemnitee is an entity, the certificate shall be signed by its chief executive officer) (a “Notice of potential Claim”), which Notice of claim shall: (i) state that the Indemnitee has paid or accrued (or intends or expects to pay or accrue) Losses to which it is entitled to indemnification pursuant to this Article XI and the amount thereof (to the extent then known); and (ii) specifying to the extent possible (A) the individual items of Losses in the certificate, (B) the date each such item was or is expected to be paid or accrued, to the extent known, and (C) the basis upon which Losses are claimed (including the specific clause of this Agreement pursuant to which such indemnification is being sought. Such Notice of Claim shall be delivered prior to the expiration of any applicable survival period as set forth in Section 11.1. If the Indemnitor shall object to such Notice of Claim, the Indemnitor shall deliver written notice of objection (the “a Notice of Objection”) Objection to the Indemnitee (with a copy to within 30 days after the Escrow Agent) within fifteen (15) Business Days after receipt Indemnitee’s delivery of the Notice of Claim. The If the Notice of Objection shall set forth not have been so delivered within such 30 day period, Indemnitor shall be conclusively deemed to have acknowledged the grounds upon which the objection is based and state whether the Indemnitor objects to all or only a portion correctness of the matter described Claim or Claims specified in the Notice of Claim. The Losses Claim for the full amount thereof, and the Indemnifiable Damages set forth in the Notice of Claim shall be payable promptly paid by the Indemnitor to the Indemnitee within twenty (20) Business Days of the expiration of such fifteen (15) Business Day period without the necessity of further action to the extent the Indemnitor has not delivered a Notice of Objectionon demand, in cash. If the Indemnitor shall make timely deliver objection to a Claim or Claims set forth in any Notice of Claim, and if such Claim or Claims shall not have been resolved or compromised within 60 days from the date of delivery of the Notice of Objection, the Indemnitor and the Indemnitee shall attempt in good faith to agree upon the rights of then such Persons with respect to the claim in the Notice of Claim. If an agreement on the amount of Losses is reached, a memorandum setting forth such agreement shall be prepared and signed by the Indemnitor and Indemnitee and a written notice shall be delivered to the Escrow Agent directing the delivery of the applicable portion of the Escrow Amount to the Indemnitee based upon such resolution. If the parties are unable to reach an agreement within fifteen (15) Business Days, either the Indemnitor or the Indemnitee may demand arbitration of the matter (such arbitration to be conducted by JAMS in New York City) (unless the matter is at issue in a pending third party claim, in which case arbitration shall not be commenced until such amount is ascertained or both persons agree to arbitration), and the matter Claims shall be settled by arbitration conducted pursuant to Section 9.5 hereof. If, by one arbitrator mutually agreeable to the Indemnitor and the Indemnitee. In the event that within ten (10) days after submission of any dispute to arbitration, the Indemnitor and it shall be determined that the Indemnitee cannot mutually agree on one arbitrator, the Indemnitor and the Indemnitee shall each select one arbitrator and the two arbitrators so selected shall select a third arbitrator. The arbitrator(s) shall set a limited time period and establish procedures designed to reduce the cost and time for discovery. The decision of the arbitrator or a majority of the arbitrators, as the case may be, as to the validity and amount of any claim for indemnification for Losses (a “Resolved Amount”) shall be binding and conclusive upon the Indemnitor and the Indemnitee. Such decision shall be delivered in writing and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrator(s). The Escrow Agent shall be entitled to act in accordance with any such judgment and make delivery Indemnifiable Damages by reason of any portion of its Claim or Claims, the Escrow Amount in accordance therewith. Judgment upon any award rendered Indemnifiable Damages so determined shall be paid to the Indemnitee by the arbitrator(s) may be entered Indemnitor in any court having jurisdictioncash.

Procedures for Making Claims. If and when an Indemnitee a person entitled to indemnification hereunder (the “Indemnitee”) desires to assert a claim for Losses against any person obligated to provide indemnification hereunder (the “Indemnitor”), the Indemnitee shall deliver to the Indemnitor (with a copy to the Escrow Agent) a certificate signed by such Indemnitee its president or authorized agent, as the case may be (if the Indemnitee is an entity, the certificate shall be signed by its chief executive officer) (a “Notice of Claim”), which Notice of claim shall: ): (i) state stating that the Indemnitee has paid or accrued (or intends or expects to pay or accrue) Losses to which it is entitled to indemnification pursuant to this Article XI and the amount thereof (to the extent then known); and (ii) specifying to the extent possible (A) the individual items of Losses loss, damage, liability, cost, expense or deficiency included in the certificateamount so stated, (B) the date each such item was or is expected to will be paid or accrued, to the extent known, and (C) the basis upon which Losses are claimed (including the specific clause of this Agreement pursuant to which such indemnification is being soughtclaimed. Such Notice of Claim shall be delivered prior within fifteen (15) days after the Indemnitee receives reasonable notice of such claim; provided, however, that a delay in giving notice shall only relieve the Indemnitor of liability to the expiration extent the Indemnitor suffers actual prejudice because of any applicable survival period as set forth in Section 11.1the delay. If the Indemnitor shall object to such Notice of Claim, the Indemnitor shall deliver written notice of objection (the “Notice of Objection”) to the Indemnitee (with a copy to the Escrow Agent) within fifteen (15) Business Days days after receipt delivery of the Notice of Claim. The Notice of Objection shall set forth the grounds upon which the objection is based and state whether the Indemnitor objects to all or only a portion of the matter described in the Notice of Claim. The Losses set forth in the Notice of Claim shall be payable to the Indemnitee within twenty (20) Business Days days of the expiration of such fifteen (15) Business Day day period without the necessity of further action to the extent the Indemnitor has not delivered a Notice of Objection. If the Indemnitor shall timely deliver a Notice of Objection, the Indemnitor and the Indemnitee shall attempt in good faith to agree upon the rights of such Persons with respect to the claim in the Notice of Claim. If an agreement on the amount of Losses is reached, a memorandum setting forth such agreement shall be prepared and signed by the Indemnitor and Indemnitee and a written notice shall be delivered to the Escrow Agent directing the delivery of the applicable portion of the Escrow Amount to the Indemnitee based upon such resolution. If the parties are unable to reach an agreement within fifteen (15) Business Days, either the Indemnitor or the Indemnitee may demand arbitration of the matter (such arbitration to be conducted by JAMS in New York City) (unless the matter is at issue in a pending third party claim, in which case arbitration shall not be commenced until such amount is ascertained or both persons agree to arbitration), and the matter shall be settled by arbitration conducted by one arbitrator mutually agreeable to the Indemnitor and the Indemnitee. In the event that within ten (10) days after submission of any dispute to arbitration, the Indemnitor and the Indemnitee cannot mutually agree on one arbitrator, the Indemnitor and the Indemnitee shall each select one arbitrator and the two arbitrators so selected shall select a third arbitrator. The arbitrator(s) shall set a limited time period and establish procedures designed to reduce the cost and time for discovery. The decision of the arbitrator or a majority of the arbitrators, as the case may be, as to the validity and amount of any claim for indemnification for Losses (a “Resolved Amount”) shall be binding and conclusive upon the Indemnitor and the Indemnitee. Such decision shall be delivered in writing and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrator(s). The Escrow Agent shall be entitled to act in accordance with any such judgment and make delivery of any portion of the Escrow Amount in accordance therewith. Judgment upon any award rendered by the arbitrator(s) may be entered in any court having jurisdictionaction.

Procedures for Making Claims. If and when an Indemnitee the Buyer desires to assert a claim for Losses Indemnifiable Damages against any Indemnitorthe Seller pursuant to the provisions of this Article X, the Indemnitee Buyer shall deliver to the Indemnitor (with Seller, reasonably promptly after the Buyer's receipt of a copy to the Escrow Agent) claim or specific and affirmative awareness of a potential claim, a certificate signed by such Indemnitee an officer (if the Indemnitee is an entity, the certificate shall be signed by its chief executive officer) (a “"Notice of Claim”), which Notice of claim shall: "): (ia) state stating that the Indemnitee Buyer has paid or accrued (or intends or expects to pay or accrue) Losses Indemnifiable Damages to which it is entitled to indemnification pursuant to this Article XI X and the amount thereof (to the extent then known); and (iib) specifying to the extent possible (Ai) the individual items of Losses loss, damage, liability, cost, expense or deficiency included in the certificateamount so stated, (Bii) the date each such item was or is expected to will be paid or accrued, to the extent known, accrued and (Ciii) the basis upon which Losses Indemnifiable Damages are claimed (including the specific clause of this Agreement pursuant to which such indemnification is being sought. Such Notice of Claim shall be delivered prior to the expiration of any applicable survival period as set forth in Section 11.1claimed. If the Indemnitor Seller shall object to such Notice of Claim, the Indemnitor Seller shall simultaneously deliver written notice of objection (the “"Notice of Objection”") to the Indemnitee Buyer within thirty (with a copy to 30) days after the Escrow Agent) within fifteen (15) Business Days after receipt Buyer's delivery of the Notice of Claim. The Notice of Objection shall set forth the grounds upon which the objection is based and state whether the Indemnitor objects Seller object to all or only a portion of the matter described in the Notice of Claim. The Losses If the Notice of Objection shall not have been so delivered within such fifteen (15) day period, all Seller shall be conclusively deemed to have acknowledged the correctness of the claim or claims specified in the Notice of Claim for the full amount thereof, and the Indemnifiable Damages set forth in the Notice of Claim shall be payable paid to the Indemnitee within twenty (20) Business Days of the expiration of such fifteen (15) Business Day period without the necessity of further action to the extent the Indemnitor has not delivered a Notice of Objection. If the Indemnitor shall timely deliver a Notice of ObjectionBuyer, the Indemnitor and the Indemnitee shall attempt in good faith to agree upon the rights of such Persons with respect to the claim in the Notice of Claim. If an agreement on the amount of Losses is reached, a memorandum setting forth such agreement shall be prepared and signed by the Indemnitor and Indemnitee and a written notice shall be delivered to the Escrow Agent directing the delivery of the applicable portion of the Escrow Amount to the Indemnitee based upon such resolution. If the parties are unable to reach an agreement within fifteen (15) Business Days, either the Indemnitor or the Indemnitee may demand arbitration of the matter (such arbitration to be conducted by JAMS in New York City) (unless the matter is at issue in a pending third party claimdemand, in which case arbitration shall not be commenced until such amount is ascertained or both persons agree to arbitration), and the matter shall be settled by arbitration conducted by one arbitrator mutually agreeable to the Indemnitor and the Indemnitee. In the event that within ten (10) days after submission of any dispute to arbitration, the Indemnitor and the Indemnitee cannot mutually agree on one arbitrator, the Indemnitor and the Indemnitee shall each select one arbitrator and the two arbitrators so selected shall select a third arbitrator. The arbitrator(s) shall set a limited time period and establish procedures designed to reduce the cost and time for discovery. The decision of the arbitrator or a majority of the arbitrators, as the case may be, as to the validity and amount of any claim for indemnification for Losses (a “Resolved Amount”) shall be binding and conclusive upon the Indemnitor and the Indemnitee. Such decision shall be delivered in writing and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrator(s). The Escrow Agent shall be entitled to act in accordance with any such judgment and make delivery of any portion of the Escrow Amount in accordance therewith. Judgment upon any award rendered by the arbitrator(s) may be entered in any court having jurisdictioncash.

Procedures for Making Claims. If and when an Indemnitee a person entitled to indemnification hereunder (the “Indemnitee”) desires to assert a claim for Losses against any person obligated to provide indemnification hereunder (the “Indemnitor”), the Indemnitee shall deliver to the Indemnitor (with a copy to the Escrow Agent) a certificate signed by such Indemnitee its president or authorized agent, as the case may be (if the Indemnitee is an entity, the certificate shall be signed by its chief executive officer) (a “Notice of Claim”), which Notice of claim shall: ): (i) state stating that the Indemnitee has paid or accrued (or intends or expects to pay or accrue) Losses to which it is entitled to indemnification pursuant to this Article XI IX and the amount thereof (to the extent then known); and (ii) specifying to the extent possible (A) the individual items of Losses loss, damage, liability, cost, expense or deficiency included in the certificateamount so stated, (B) the date each such item was or is expected to will be paid or accrued, to the extent known, and (C) the basis upon which Losses are claimed (including the specific clause of this Agreement pursuant to which such indemnification is being soughtclaimed. Such Notice of Claim shall be delivered prior within fifteen (15) days after the Indemnitee receives reasonable notice of such claim; provided, however, that a delay in giving notice shall only relieve the Indemnitor of liability to the expiration extent the Indemnitor suffers actual prejudice because of any applicable survival period as set forth in Section 11.1the delay. If the Indemnitor shall object to such Notice of Claim, the Indemnitor shall deliver written notice of objection (the “Notice of Objection”) to the Indemnitee (with a copy to the Escrow Agent) within fifteen (15) Business Days days after receipt delivery of the Notice of Claim. The Notice of Objection shall set forth the grounds upon which the objection is based and state whether the Indemnitor objects to all or only a portion of the matter described in the Notice of Claim. If the Notice of Objection shall not have been so delivered within such fifteen (15) day period, the Indemnitor shall be conclusively deemed to have acknowledged the correctness of the claim or claims specified in the Notice of Claim for the full amount thereof. The Losses set forth in the Notice of Claim shall be payable to the Indemnitee within twenty (20) Business Days days of the expiration of such fifteen (15) Business Day day period without the necessity of further action to the extent the Indemnitor has not delivered a Notice of Objection. If the Indemnitor shall timely deliver a Notice of Objection, the Indemnitor and the Indemnitee shall attempt in good faith to agree upon the rights of such Persons with respect to the claim in the Notice of Claim. If an agreement on the amount of Losses is reached, a memorandum setting forth such agreement shall be prepared and signed by the Indemnitor and Indemnitee and a written notice shall be delivered to the Escrow Agent directing the delivery of the applicable portion of the Escrow Amount to the Indemnitee based upon such resolution. If the parties are unable to reach an agreement within fifteen (15) Business Days, either the Indemnitor or the Indemnitee may demand arbitration of the matter (such arbitration to be conducted by JAMS in New York City) (unless the matter is at issue in a pending third party claim, in which case arbitration shall not be commenced until such amount is ascertained or both persons agree to arbitration), and the matter shall be settled by arbitration conducted by one arbitrator mutually agreeable to the Indemnitor and the Indemnitee. In the event that within ten (10) days after submission of any dispute to arbitration, the Indemnitor and the Indemnitee cannot mutually agree on one arbitrator, the Indemnitor and the Indemnitee shall each select one arbitrator and the two arbitrators so selected shall select a third arbitrator. The arbitrator(s) shall set a limited time period and establish procedures designed to reduce the cost and time for discovery. The decision of the arbitrator or a majority of the arbitrators, as the case may be, as to the validity and amount of any claim for indemnification for Losses (a “Resolved Amount”) shall be binding and conclusive upon the Indemnitor and the Indemnitee. Such decision shall be delivered in writing and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrator(s). The Escrow Agent shall be entitled to act in accordance with any such judgment and make delivery of any portion of the Escrow Amount in accordance therewith. Judgment upon any award rendered by the arbitrator(s) may be entered in any court having jurisdictionaction.

Procedures for Making Claims. If and when an Indemnitee a person entitled to indemnification hereunder (the “Indemnitee”) desires to assert a claim for Losses against any person obligated to provide indemnification hereunder (the “Indemnitor”), the Indemnitee shall deliver to the Indemnitor (with a copy to the Escrow Agent) a certificate signed by such Indemnitee (if the Indemnitee is an entity, the certificate shall be signed by its chief executive officer or chief financial officer) (a “Notice of Claim”), which Notice of claim shall: (i) state that the Indemnitee has paid or accrued (or intends or expects to pay or accrue) Losses to which it is entitled to indemnification pursuant to this Article XI X and the amount thereof (to the extent then known); and (ii) specifying to the extent possible (A) the individual items of Losses in the certificate, (B) the date each such item was or is expected to be paid or accrued, to the extent known, and (C) the basis upon which Losses are claimed (including the specific clause of this Agreement pursuant to which such indemnification is being sought). Such Notice of Claim shall be delivered promptly following the Indemnitee’s determination that there are indemnifiable Losses, and in any event prior to the expiration of any applicable survival period as set forth in Section 11.110.1; provided, however, that a delay in giving notice (except to the extent beyond the end of the applicable survival period) shall only relieve the Indemnitor of liability to the extent the Indemnitor suffers actual prejudice because of the delay. If the Indemnitor shall object to such Notice of Claim, the Indemnitor shall deliver written notice of objection (the “Notice of Objection”) to the Indemnitee (with a copy to the Escrow Agent) within fifteen (15) Business Days after receipt of the Notice of Claim. The Notice of Objection shall set forth the grounds upon which the objection is based and state whether the Indemnitor objects to all or only a portion of the matter described in the Notice of Claim. The Losses set forth in the Notice of Claim shall be payable to the Indemnitee within twenty (20) Business Days of the expiration of such fifteen (15) Business Day period without the necessity of further action to the extent the Indemnitor has not delivered a Notice of Objection. If the Indemnitor shall timely deliver a Notice of Objection, the Indemnitor and the Indemnitee shall attempt in good faith to agree upon the rights of such Persons with respect to the claim in the Notice of Claim. If an agreement on the amount of Losses is reached, a memorandum setting forth such agreement shall be prepared and signed by the Indemnitor and Indemnitee and a written notice shall be delivered to the Escrow Agent directing the delivery of the applicable portion of the Escrow Amount to the Indemnitee based upon such resolution. If the parties they are unable to reach an agreement within fifteen (15) Business Days, either the Indemnitor or the Indemnitee may demand arbitration of the matter (such arbitration to be conducted by JAMS in New York City) (unless the matter is at issue in a pending third party claim, in which case arbitration shall not be commenced until such amount is ascertained or both persons agree to arbitration), and the matter shall be settled by arbitration conducted by one arbitrator mutually agreeable to the Indemnitor and the Indemnitee. In the event that within ten (10) days after submission of any dispute to arbitration, the Indemnitor and the Indemnitee cannot mutually agree on one arbitrator, the Indemnitor and the Indemnitee shall each select one arbitrator and the two arbitrators so selected shall select a third arbitrator. The arbitrator(s) shall set a limited time period and establish procedures designed to reduce the cost and time for discovery. The decision of the arbitrator or a majority of the arbitrators, as the case may be, as to the validity and amount of any claim for indemnification for Losses (a “Resolved Amount”) shall be binding and conclusive upon the Indemnitor and the Indemnitee. Such decision shall be delivered in writing and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree award or order Order awarded by the arbitrator(s). The Escrow Agent shall be entitled to act in accordance with any such judgment and make delivery of any portion of the Escrow Amount in accordance therewith. Judgment upon any award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

Procedures for Making Claims. If and when an Indemnitee desires to assert a claim for Losses against any the Indemnitor, the Indemnitee shall deliver to the Indemnitor (with a copy to the Escrow Agent) a certificate signed by such Indemnitee (if the Indemnitee is an entity, the certificate shall be signed by its chief executive officer) (a “Notice of Claim”), which Notice of claim Claim shall: (i) state that the Indemnitee has paid or accrued (or intends or expects to pay or accrue) Losses to which it is entitled to indemnification pursuant to this Article XI and the amount thereof (to the extent then known); and (ii) specifying to the extent possible (A) the individual items of Losses in the certificate, (B) the date each such item was or is expected to be paid or accrued, to the extent known, and (C) the basis upon which Losses are claimed (including the specific clause of this Agreement pursuant to which such indemnification is being sought). Such Notice of Claim shall be delivered prior to the expiration of any applicable survival period as set forth in Section 11.1. If the Indemnitor shall object to such Notice of Claim, the Indemnitor shall deliver written notice of objection (the “Notice of Objection”) to the Indemnitee (with a copy to the Escrow Agent) within fifteen (15) Business Days after receipt of the Notice of Claim. The Notice of Objection shall set forth the grounds upon which the objection is based and state whether the Indemnitor objects to all or only a portion of the matter described in the Notice of Claim. The Losses set forth in the Notice of Claim shall be payable to the Indemnitee within twenty (20) Business Days of the expiration of such fifteen (15) Business Day period without the necessity of further action to the extent the Indemnitor has not delivered a Notice of Objection. If the Indemnitor shall timely deliver a Notice of Objection, the Indemnitor and the Indemnitee shall attempt in good faith to agree upon the rights of such Persons with respect to the claim in the Notice of Claim. If an agreement on the amount of Losses is reached, a memorandum setting forth such agreement shall be prepared and signed by the Indemnitor and Indemnitee and a written notice shall be delivered to the Escrow Agent directing the delivery of the applicable portion of the Escrow Amount to the Indemnitee based upon such resolution. If the parties are unable to reach an agreement within fifteen (15) Business Days, either the Indemnitor or the Indemnitee may demand arbitration of the matter (such arbitration to be conducted by JAMS in New York City) (unless the matter is at issue in a pending third party claim, in which case arbitration shall not be commenced until such amount is ascertained or both persons agree to arbitration), and the matter shall be settled by arbitration conducted by one arbitrator mutually agreeable to the Indemnitor and the Indemnitee. In the event that within ten (10) days Business Days after submission of any dispute to arbitration, the Indemnitor and the Indemnitee cannot mutually agree on one arbitrator, the Indemnitor and the Indemnitee shall each select one arbitrator and the two arbitrators so selected shall select a third arbitrator. The arbitrator(s) shall set a limited time period and establish procedures designed to reduce the cost and time for discovery. The decision of the arbitrator or a majority of the arbitrators, as the case may be, as to the validity and amount of any claim for indemnification for Losses (a “Resolved Amount”) shall be binding and conclusive upon the Indemnitor and the Indemnitee. Such decision shall be delivered in writing and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrator(s). The Escrow Agent shall be entitled to act in accordance with any such judgment and make delivery of any portion of the Escrow Amount in accordance therewith. Judgment upon any award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

Procedures for Making Claims. If and when an Indemnitee desires to assert a claim for Losses against any Indemnitor, the Indemnitee shall deliver to the Indemnitor (with a copy to the Escrow Agent) a certificate signed by such Indemnitee (if the Indemnitee is an entity, the certificate shall be signed by its chief executive officer) (a “Notice of Claim”), which Notice of claim Claim shall: (i) state that the Indemnitee has paid or accrued (or intends or expects to pay or accrue) Losses to which it is entitled to indemnification pursuant to this Article XI and the amount thereof (to the extent then known); and (ii) specifying to the extent possible (A) the individual items of Losses in the certificate, (B) the date each such item was or is expected to be paid or accrued, to the extent known, and (C) the basis upon which Losses are claimed (including the specific clause of this Agreement pursuant to which such indemnification is being sought. Such Notice of Claim shall be delivered prior to the expiration of any applicable survival period as set forth in Section 11.1. If the Indemnitor shall object to such Notice of Claim, the Indemnitor shall deliver written notice of objection (the “Notice of Objection”) to the Indemnitee (with a copy to the Escrow Agent) within fifteen (15) Business Days after receipt of the Notice of Claim. The Notice of Objection shall set forth the grounds upon which the objection is based and state whether the Indemnitor objects to all or only a portion of the matter described in the Notice of Claim. The Losses set forth in the Notice of Claim shall be payable to the Indemnitee within twenty (20) Business Days of the expiration of such fifteen (15) Business Day period without the necessity of further action to the extent the Indemnitor has not delivered a Notice of Objection. If the Indemnitor shall timely deliver a Notice of Objection, the Indemnitor and the Indemnitee shall attempt in good faith to agree upon the rights of such Persons with respect to the claim in the Notice of Claim. If an agreement on the amount of Losses is reached, a memorandum setting then the Losses set forth such agreement in the Notice of Claim shall be prepared and signed by the Indemnitor and Indemnitee and a written notice shall be delivered to the Escrow Agent directing the delivery of the applicable portion of the Escrow Amount payable to the Indemnitee based upon within fifteen (15) Business Days of the date of such resolutionagreement. If the parties are unable to reach an agreement within fifteen (15) Business Days, either the Indemnitor or the Indemnitee may demand arbitration of the matter (such arbitration to be conducted by JAMS in New York City) (unless the matter is at issue in a pending third party claim, in which case arbitration shall not be commenced until such amount is ascertained or both persons agree to arbitration), and the matter shall be settled by arbitration conducted by one arbitrator mutually agreeable to the Indemnitor and the Indemnitee. In the event that within ten (10) days after submission of any dispute to arbitration, the Indemnitor and the Indemnitee cannot mutually agree on one arbitrator, the Indemnitor and the Indemnitee shall each select one arbitrator and the two arbitrators so selected shall select a third arbitrator. The arbitrator(s) shall set a limited time period and establish procedures designed to reduce the cost and time for discovery. The decision of the arbitrator or a majority of the arbitrators, as the case may be, as to the validity and amount of any claim for indemnification for Losses (a “Resolved Amount”) shall be binding and conclusive upon the Indemnitor and the Indemnitee. Such decision shall be delivered in writing and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrator(s). The Escrow Agent shall be entitled to act in accordance with any such judgment and make delivery of any portion of the Escrow Amount in accordance therewith. Judgment upon any award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

Procedures for Making Claims. If and when an the Indemnitee desires to assert a claim for Losses Indemnifiable Damages against any Indemnitorthe Shareholders pursuant to the provisions of this Article IX, the Indemnitee shall deliver to the Indemnitor (with a copy to the Escrow Agent) a certificate signed by such Indemnitee (if the Indemnitee is an entity, the certificate shall be signed by its chief executive officer) (a “Notice of Claim”), which Notice of claim shall: (i) state that the Indemnitee has paid or accrued (or intends or expects to pay or accrue) Losses to which it is entitled to indemnification pursuant to this Article XI and the amount thereof (to the extent then known); and (ii) specifying to the extent possible (A) the individual items of Losses in the certificate, (B) the date each such item was or is expected to be paid or accrued, to the extent known, and (C) the basis upon which Losses are claimed (including the specific clause of this Agreement pursuant to which such indemnification is being sought. Such Notice of Claim shall be delivered prior to the expiration Agents reasonably promptly after Indemnitee's receipt of any applicable survival period as set forth in Section 11.1a claim or specific and affirmative awareness of a potential claim. If the Indemnitor Agents shall object to such Notice of Claim, the Indemnitor Agents shall deliver written notice of objection (the “a Notice of Objection”) Objection to the Indemnitee (with a copy to the Escrow Agent) within fifteen (15) Business Days days after receipt the Indemnitee's delivery of the Notice of Claim. The If the Notice of Objection shall set forth not have been so delivered within such fifteen (15) day period, the grounds upon which Shareholders shall be conclusively deemed to have acknowledged the objection is based and state whether the Indemnitor objects to all or only a portion correctness of the matter described claim or claims specified in the Notice of Claim. The Losses Claim for the full amount thereof, and the Indemnifiable Damages set forth in the Notice of Claim shall be payable promptly paid to the Indemnitee by the Shareholders in cash. If the Agents shall make timely objection to a claim or claims set forth in any Notice of Claim, and if such claim or claims shall not have been resolved or compromised within twenty sixty (2060) Business Days days from the date of delivery of the expiration Notice of Objection, then such fifteen (15) Business Day period without claims shall be settled by arbitration pursuant to Section 10.5 hereof. The arbitrator shall promptly obtain such information regarding the necessity of further action matter that the arbitrator deems necessary and shall decide the matter and render a written award which shall be delivered to the extent Agents and Indemnitee. Any award shall be a conclusive determination of the matter and shall be binding upon the Indemnitor has and Indemnitee. If, by arbitration, it shall be determined that the Indemnitee shall be entitled to any Indemnifiable Damages by reason of its claim or claims, the Indemnifiable Damages so determined shall be paid to the Indemnitee in the same manner as if the Agents had not delivered a Notice of Objection. If the Indemnitor shall timely deliver a Notice of Objection, the Indemnitor and the Indemnitee shall attempt in good faith to agree upon the rights of such Persons with respect to the claim in the Notice of Claim. If an agreement on the amount of Losses is reached, a memorandum setting forth such agreement shall be prepared and signed by the Indemnitor and Indemnitee and a written notice shall be delivered to the Escrow Agent directing the delivery of the applicable portion of the Escrow Amount to the Indemnitee based upon such resolution. If the parties are unable to reach an agreement within fifteen (15) Business Days, either the Indemnitor or the Indemnitee may demand arbitration of the matter (such arbitration to be conducted by JAMS in New York City) (unless the matter is at issue in a pending third party claim, in which case arbitration shall not be commenced until such amount is ascertained or both persons agree to arbitration), and the matter shall be settled by arbitration conducted by one arbitrator mutually agreeable to the Indemnitor and the Indemnitee. In the event that within ten (10) days after submission of any dispute to arbitration, the Indemnitor and the Indemnitee cannot mutually agree on one arbitrator, the Indemnitor and the Indemnitee shall each select one arbitrator and the two arbitrators so selected shall select a third arbitrator. The arbitrator(s) shall set a limited time period and establish procedures designed to reduce the cost and time for discovery. The decision of the arbitrator or a majority of the arbitrators, as the case may be, as to the validity and amount of any claim for indemnification for Losses (a “Resolved Amount”) shall be binding and conclusive upon the Indemnitor and the Indemnitee. Such decision shall be delivered in writing and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrator(s). The Escrow Agent shall be entitled to act in accordance with any such judgment and make delivery of any portion of the Escrow Amount in accordance therewith. Judgment upon any award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

Procedures for Making Claims. If and when an Indemnitee desires the Quotaholders desire to assert a claim for Losses Indemnifiable Damages against any IndemnitorAutocam pursuant to the provisions of this Article IX, the Indemnitee Quotaholders shall deliver to Autocam, reasonably promptly after the Indemnitor (with Quotaholders' receipt of a copy to the Escrow Agent) claim or awareness of a potential claim, a certificate signed by such Indemnitee the Quotaholders (if the Indemnitee is an entity, the certificate shall be signed by its chief executive officer) (a “"Notice of Claim”), which Notice of claim shall: "): (i) state stating that the Indemnitee has Quotaholders have paid or accrued (or intends or expects intend to pay or accrue) Losses Indemnifiable Damages to which it is they are entitled to indemnification pursuant to this Article XI IX and the amount thereof (to the extent then known); and and, (ii) specifying to the extent possible (A) the individual items of Losses loss, damage, liability, cost, expense or deficiency included in the certificateamount so stated, (B) the date each such item was or is expected to will be paid or accrued, to the extent known, accrued and (C) the basis upon which Losses Indemnifiable Damages are claimed (including the specific clause of this Agreement pursuant to which such indemnification is being sought. Such Notice of Claim shall be delivered prior to the expiration of any applicable survival period as set forth in Section 11.1claimed. If the Indemnitor Autocam shall object to such Notice of Claim, the Indemnitor Autocam shall deliver written notice of objection (the “"Notice of Objection”") to the Indemnitee (with a copy to the Escrow Agent) within fifteen (15) Business Days after receipt of the Notice of ClaimQuotaholders. The Notice of Objection shall set forth the grounds upon which the objection is based and state whether the Indemnitor Autocam objects to all or only a portion of the matter described in the Notice of Claim. The Losses set forth in If such claim or claims shall not have been resolved or compromised within sixty (60) days from the date of delivery of the Notice of Claim Objection, then such claims shall be payable settled by arbitration pursuant to Section 10.5 hereof. The arbitrator shall promptly obtain such information regarding the matter the arbitrator deems necessary and shall decide the matter and render a written award which shall be delivered to Autocam and the Quotaholders. Any award shall be a conclusive determination of the matter and shall be binding upon Autocam and the Quotaholders. If, by arbitration, it shall be determined that the Quotaholders shall be entitled to any Indemnifiable Damages by reason of their claim or claims, the Indemnifiable Damages so determined shall be paid to the Indemnitee within twenty (20) Business Days of the expiration of such fifteen (15) Business Day period Quotaholders by Autocam without the necessity of further action to the extent the Indemnitor has not delivered a Notice of Objection. If the Indemnitor shall timely deliver a Notice of Objection, the Indemnitor and the Indemnitee shall attempt in good faith to agree upon the rights of such Persons with respect to the claim in the Notice of Claim. If an agreement on the amount of Losses is reached, a memorandum setting forth such agreement shall be prepared and signed by the Indemnitor and Indemnitee and a written notice shall be delivered to the Escrow Agent directing the delivery of the applicable portion of the Escrow Amount to the Indemnitee based upon such resolution. If the parties are unable to reach an agreement within fifteen (15) Business Days, either the Indemnitor or the Indemnitee may demand arbitration of the matter (such arbitration to be conducted by JAMS in New York City) (unless the matter is at issue in a pending third party claim, in which case arbitration shall not be commenced until such amount is ascertained or both persons agree to arbitration), and the matter shall be settled by arbitration conducted by one arbitrator mutually agreeable to the Indemnitor and the Indemnitee. In the event that within ten (10) days after submission of any dispute to arbitration, the Indemnitor and the Indemnitee cannot mutually agree on one arbitrator, the Indemnitor and the Indemnitee shall each select one arbitrator and the two arbitrators so selected shall select a third arbitrator. The arbitrator(s) shall set a limited time period and establish procedures designed to reduce the cost and time for discovery. The decision of the arbitrator or a majority of the arbitrators, as the case may be, as to the validity and amount of any claim for indemnification for Losses (a “Resolved Amount”) shall be binding and conclusive upon the Indemnitor and the Indemnitee. Such decision shall be delivered in writing and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrator(s). The Escrow Agent shall be entitled to act in accordance with any such judgment and make delivery of any portion of the Escrow Amount in accordance therewith. Judgment upon any award rendered by the arbitrator(s) may be entered in any court having jurisdictionaction.

Procedures for Making Claims. If and when an Indemnitee the Parent desires to assert a claim for Losses Indemnifiable Damages against any Indemnitorthe Company Stockholders pursuant to the provisions of this Article 8 once meeting the Indemnification Threshold, the Indemnitee Parent shall deliver to the Indemnitor Company Stockholders’ representative (with the “Representative”), within ten (10) business days after the Parent’s receipt of a copy to the Escrow Agent) claim or specific and affirmative awareness of a potential claim, a certificate signed by such Indemnitee an officer of Parent (if the Indemnitee is an entityas used in this Article 8, the certificate shall be signed by its chief executive officer) (a “Notice of Claim”), which Notice of claim shall: ): (i) state stating that the Indemnitee Parent has paid or accrued (or intends or expects to pay or accrue) Losses otherwise incurred Indemnifiable Damages meeting the Indemnification Threshold to which it Parent is entitled to indemnification pursuant to this Article XI 8 and the amount thereof (to the extent then known); and and, (ii) specifying to the extent possible (A) the individual items of Losses loss, damage, liability, cost, expense or deficiency included in the certificate, (B) the date each such item was or is expected to be paid or accrued, to the extent knownamount so stated, and (CB) the basis upon which Losses Indemnifiable Damages are claimed (including the specific clause of this Agreement pursuant to which such indemnification is being sought. Such Notice of Claim shall be delivered prior to the expiration of any applicable survival period as set forth in Section 11.1claimed. If the Indemnitor Representative shall object to such Notice of Claim, the Indemnitor Representative shall deliver written notice of objection (as used in this Article 8, the “Notice of Objection”) to with ten (10) business days after the Indemnitee (with a copy to the Escrow Agent) within fifteen (15) Business Days after receipt of the Notice of Claim. The Notice of Objection shall set forth the grounds upon which the objection is based and state whether the Indemnitor Representative objects to all or only a portion of the matter described in the Notice of Claim. The Losses If the Representative fails to deliver a Notice of Objection on a timely basis during the period required above or if the Representative does not object to the entire amount indicated in the Notice of Claim, then the Notice of Claim (to the extent not objected to) shall be deemed to be agreed to and the Parent shall have the right to direct the escrow agent under the Escrow Agreement to deliver to the Parent a number of shares of Parent Common Stock with a then market value equal to the amount set forth in the Notice of Claim that is not objected to by the Representative. If such claim or claims shall not have been resolved or compromised within sixty (60) days from the date of delivery of the Notice of Objection, then such claims shall be payable settled by arbitration pursuant to Section 8.6 hereof. The arbitrator shall promptly obtain such information regarding the matter as the arbitrator deems necessary and shall decide the matter and render a written award which shall be delivered to the Indemnitee within twenty (20) Business Days Parent and the Representative. Any award shall be a conclusive determination of the expiration matter and shall be binding upon the Parent and the Company Stockholders. If, by arbitration, it shall be determined that the Parent shall be entitled to any Indemnifiable Damages by reason of such fifteen (15) Business Day period without its claim or claims, the necessity of further action Indemnifiable Damages so determined shall be paid to the extent Parent in the Indemnitor has same manner as if the Representative had not delivered a Notice of Objection. If The name of the Indemnitor Representative and contact information thereof shall timely deliver a Notice of Objection, be provided by the Indemnitor and the Indemnitee shall attempt in good faith to agree upon the rights of such Persons with respect Company prior to the claim in the Notice of Claim. If an agreement on the amount of Losses is reached, a memorandum setting forth such agreement shall be prepared and signed by the Indemnitor and Indemnitee and a written notice shall be delivered to the Escrow Agent directing the delivery of the applicable portion of the Escrow Amount to the Indemnitee based upon such resolution. If the parties are unable to reach an agreement within fifteen (15) Business Days, either the Indemnitor or the Indemnitee may demand arbitration of the matter (such arbitration to be conducted by JAMS in New York City) (unless the matter is at issue in a pending third party claim, in which case arbitration shall not be commenced until such amount is ascertained or both persons agree to arbitration), and the matter shall be settled by arbitration conducted by one arbitrator mutually agreeable to the Indemnitor and the Indemnitee. In the event that within ten (10) days after submission of any dispute to arbitration, the Indemnitor and the Indemnitee cannot mutually agree on one arbitrator, the Indemnitor and the Indemnitee shall each select one arbitrator and the two arbitrators so selected shall select a third arbitrator. The arbitrator(s) shall set a limited time period and establish procedures designed to reduce the cost and time for discovery. The decision of the arbitrator or a majority of the arbitrators, as the case may be, as to the validity and amount of any claim for indemnification for Losses (a “Resolved Amount”) shall be binding and conclusive upon the Indemnitor and the Indemnitee. Such decision shall be delivered in writing and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrator(s). The Escrow Agent shall be entitled to act in accordance with any such judgment and make delivery of any portion of the Escrow Amount in accordance therewith. Judgment upon any award rendered by the arbitrator(s) may be entered in any court having jurisdictionClosing.

Procedures for Making Claims. If and when an Indemnitee the Parent desires to assert a claim for Losses Indemnifiable Damages against any Indemnitorthe Company Stockholders pursuant to the provisions of this Article 8 once meeting the Indemnification Threshold, the Indemnitee Parent shall deliver to the Indemnitor Company Stockholders' representative (with the "Representative"), within ten (10) business days after the Parent's receipt of a copy to the Escrow Agent) claim or specific and affirmative awareness of a potential claim, a certificate signed by such Indemnitee the Chairman of the Board of Parent (if the Indemnitee is an entityas used in this Article 8, the certificate shall be signed by its chief executive officer) (a “"Notice of Claim”), which Notice of claim shall: "): (i) state stating that the Indemnitee Parent has paid or accrued (or intends or expects to pay or accrue) Losses otherwise incurred Indemnifiable Damages meeting the Indemnification Threshold to which it Parent is entitled to indemnification pursuant to this Article XI 8 and the amount thereof (to the extent then known); and and, (ii) specifying to the extent possible (A) the individual items of Losses loss, damage, liability, cost, expense or deficiency included in the certificate, (B) the date each such item was or is expected to be paid or accrued, to the extent knownamount so stated, and (CB) the basis upon which Losses Indemnifiable Damages are claimed (including the specific clause of this Agreement pursuant to which such indemnification is being sought. Such Notice of Claim shall be delivered prior to the expiration of any applicable survival period as set forth in Section 11.1claimed. If the Indemnitor Representative shall object to such Notice of Claim, the Indemnitor Representative shall deliver written notice of objection (as used in this Article 8, the “"Notice of Objection”") to with ten (10) business days after the Indemnitee (with a copy to the Escrow Agent) within fifteen (15) Business Days after receipt of the Notice of Claim. The Notice of Objection shall set forth the grounds upon which the objection is based and state whether the Indemnitor Representative objects to all or only a portion of the matter described in the Notice of Claim. The Losses If the Representative fails to deliver a Notice of Objection on a timely basis during the period required above or if the Representative does not object to the entire amount indicated in the Notice of Claim, then the Notice of Claim (to the extent not objected to) shall be deemed to be agreed to and the Parent shall have the right to direct the escrow agent under the Escrow Agreement to deliver to the Parent a number of shares of Parent Common Stock with a then market value equal to the amount set forth in the Notice of Claim that is not objected to by the Representative. If such claim or claims shall not have been resolved or compromised within sixty (60) days from the date of delivery of the Notice of Objection, then such claims shall be payable settled by arbitration pursuant to Section 8.6 hereof. The arbitrator shall promptly obtain such information regarding the matter as the arbitrator deems necessary and shall decide the matter and render a written award which shall be delivered to the Indemnitee within twenty (20) Business Days Parent and the Representative. Any award shall be a conclusive determination of the expiration matter and shall be binding upon the Parent and the Company Stockholders. If, by arbitration, it shall be determined that the Parent shall be entitled to any Indemnifiable Damages by reason of such fifteen (15) Business Day period without its claim or claims, the necessity of further action Indemnifiable Damages so determined shall be paid to the extent Parent in the Indemnitor has same manner as if the Representative had not delivered a Notice of Objection. If The name of the Indemnitor Representative and contact information thereof shall timely deliver a Notice of Objection, be provided by the Indemnitor and the Indemnitee shall attempt in good faith to agree upon the rights of such Persons with respect Company prior to the claim in the Notice of Claim. If an agreement on the amount of Losses is reached, a memorandum setting forth such agreement shall be prepared and signed by the Indemnitor and Indemnitee and a written notice shall be delivered to the Escrow Agent directing the delivery of the applicable portion of the Escrow Amount to the Indemnitee based upon such resolution. If the parties are unable to reach an agreement within fifteen (15) Business Days, either the Indemnitor or the Indemnitee may demand arbitration of the matter (such arbitration to be conducted by JAMS in New York City) (unless the matter is at issue in a pending third party claim, in which case arbitration shall not be commenced until such amount is ascertained or both persons agree to arbitration), and the matter shall be settled by arbitration conducted by one arbitrator mutually agreeable to the Indemnitor and the Indemnitee. In the event that within ten (10) days after submission of any dispute to arbitration, the Indemnitor and the Indemnitee cannot mutually agree on one arbitrator, the Indemnitor and the Indemnitee shall each select one arbitrator and the two arbitrators so selected shall select a third arbitrator. The arbitrator(s) shall set a limited time period and establish procedures designed to reduce the cost and time for discovery. The decision of the arbitrator or a majority of the arbitrators, as the case may be, as to the validity and amount of any claim for indemnification for Losses (a “Resolved Amount”) shall be binding and conclusive upon the Indemnitor and the Indemnitee. Such decision shall be delivered in writing and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrator(s). The Escrow Agent shall be entitled to act in accordance with any such judgment and make delivery of any portion of the Escrow Amount in accordance therewith. Judgment upon any award rendered by the arbitrator(s) may be entered in any court having jurisdictionClosing.

Procedures for Making Claims. If and when an Indemnitee desires the Indemnitees desire to assert a claim for Losses Indemnifiable Damages against any Indemnitorthe Seller pursuant to the provisions of this Article 7, the Indemnitee Indemnitees shall deliver to the Indemnitor (with Seller, reasonably promptly after the Indemnitees’ receipt of a copy to the Escrow Agent) claim or specific and affirmative awareness of a potential claim, a certificate signed by such Indemnitee the Buyer’s secretary (if the Indemnitee is an entityas used in this Article 7, the certificate shall be signed by its chief executive officer) (a “Notice of Claim”), which Notice of claim shall: ): (i) state stating that the Indemnitee has Indemnitees have paid or accrued (or intends or expects intend to pay or accrue) Losses Indemnifiable Damages to which it is they are entitled to indemnification pursuant to this Article XI 7 and the amount thereof (to the extent then known); and and, (ii) specifying to the extent possible (A) the individual items of Losses loss, damage, liability, cost, expense or deficiency included in the certificateamount so stated, (B) the date each such item was or is expected to will be paid or accrued, to the extent known, accrued and (C) the basis upon which Losses Indemnifiable Damages are claimed (including the specific clause of this Agreement pursuant to which such indemnification is being sought. Such Notice of Claim shall be delivered prior to the expiration of any applicable survival period as set forth in Section 11.1claimed. If the Indemnitor Seller shall object to such Notice of Claim, the Indemnitor Seller shall promptly deliver written notice of objection (as used in this Article 8, the “Notice of Objection”) to the Indemnitee (with a copy to the Escrow Agent) within fifteen (15) Business Days after receipt of the Notice of Claim). The Notice of Objection shall set forth the grounds upon which the objection is based and state whether the Indemnitor Seller objects to all or only a portion of the matter described in the Notice of Claim. The Losses set forth Any such claim or claims shall ultimately be resolved by agreement of the parties or litigation. If it shall be determined that the Indemnitees shall be entitled to any Indemnifiable Damages by reason of its claim or claims, the Indemnifiable Damages so determined shall be paid to the Indemnitees in the Notice of Claim shall be payable to same manner as if the Indemnitee within twenty (20) Business Days of the expiration of such fifteen (15) Business Day period without the necessity of further action to the extent the Indemnitor has Seller had not delivered a Notice of Objection. If the Indemnitor shall timely deliver a Notice of Objection, the Indemnitor and the Indemnitee shall attempt in good faith to agree upon the rights of such Persons with respect to the claim in the Notice of Claim. If an agreement on the amount of Losses is reached, a memorandum setting forth such agreement shall be prepared and signed by the Indemnitor and Indemnitee and a written notice shall be delivered to the Escrow Agent directing the delivery of the applicable portion of the Escrow Amount to the Indemnitee based upon such resolution. If the parties are unable to reach an agreement within fifteen (15) Business Days, either the Indemnitor or the Indemnitee may demand arbitration of the matter (such arbitration to be conducted by JAMS in New York City) (unless the matter is at issue in a pending third party claim, in which case arbitration shall not be commenced until such amount is ascertained or both persons agree to arbitration), and the matter shall be settled by arbitration conducted by one arbitrator mutually agreeable to the Indemnitor and the Indemnitee. In the event that within ten (10) days after submission of any dispute to arbitration, the Indemnitor and the Indemnitee cannot mutually agree on one arbitrator, the Indemnitor and the Indemnitee shall each select one arbitrator and the two arbitrators so selected shall select a third arbitrator. The arbitrator(s) shall set a limited time period and establish procedures designed to reduce the cost and time for discovery. The decision of the arbitrator or a majority of the arbitrators, as the case may be, as to the validity and amount of any claim for indemnification for Losses (a “Resolved Amount”) shall be binding and conclusive upon the Indemnitor and the Indemnitee. Such decision shall be delivered in writing and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrator(s). The Escrow Agent shall be entitled to act in accordance with any such judgment and make delivery of any portion of the Escrow Amount in accordance therewith. Judgment upon any award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

Procedures for Making Claims. If and when an Indemnitee the Buyer desires to assert a claim for Losses Indemnifiable Damages against any Indemnitorthe Indemnitors pursuant to the provisions of this Article VIII, subject to the limits of Section 8.2(c) hereof, the Indemnitee Buyer shall simultaneously deliver to the Indemnitor (with Indemnitors and, in the case of a copy claim on the Clean-up Amount, to the Escrow Agent) , reasonably promptly after the Buyer's receipt of a claim or specific and affirmative awareness of a potential claim, a certificate signed by such Indemnitee its president (if the Indemnitee is an entity, the certificate shall be signed by its chief executive officer) (a “"Notice of Claim”), which Notice of claim shall: "): (i) state stating that the Indemnitee Buyer has paid or accrued (or intends or expects to pay or accrue) Losses Indemnifiable Damages to which it is entitled to indemnification pursuant to this Article XI VIII and the amount thereof (to the extent then known); and and, (ii) specifying to the extent possible (A) the individual items of Losses loss, damage, liability, cost, expense or deficiency included in the certificateamount so stated, (B) the date each such item was or is expected to will be paid or accrued, to the extent known, accrued and (C) the basis upon which Losses Indemnifiable Damages are claimed (including claimed, and, in the specific clause case of this Agreement pursuant to which such indemnification is being sought. Such Notice of Claim shall be delivered prior to a claim on the expiration of any applicable survival period as set forth in Section 11.1Clean-up Amount, the written certifications required by paragraph 8.2(c). If the Indemnitor Indemnitors shall object to such Notice of Claim, the Indemnitor Indemnitors shall simultaneously deliver written notice of objection (the “"Notice of Objection”") to the Indemnitee (with Buyer and, in the case of a copy claim on the Clean-up Amount, to the Escrow Agent) Agent within fifteen (15) Business Days days after receipt the Buyer's delivery of the Notice of Claim. The Notice of Objection shall set forth the grounds upon which the objection is based and state whether the Indemnitor objects Indemnitors object to all or only a portion of the matter described in the Notice of Claim. The Losses If the Notice of Objection shall not have been so delivered within such thirty (30) day period, all 26 Indemnitors shall be conclusively deemed to have acknowledged the correctness of the claim or claims specified in the Notice of Claim for the full amount thereof, subject to the $500,000 limitation in paragraph 8.2(c) and, in the case of a claim on the Clean-up Amount, the Indemnifiable Damages subject to the $500,000 limitation in paragraph 8.2(c) set forth in the Notice of Claim shall be payable promptly paid to the Indemnitee within twenty (20) Business Days of Buyer from the expiration of such fifteen (15) Business Day period Escrow by the Escrow Agent, without the necessity of further action action, as provided in the Escrow Agreement and, in the case of Indemnifiable Damages other than the Clean-up Amount, the Indemnitors shall thereupon pay to the extent the Indemnitor has not delivered a Notice of Objection. If the Indemnitor shall timely deliver a Notice of ObjectionBuyer, on demand, in cash, the Indemnitor and the Indemnitee shall attempt in good faith to agree upon the rights of such Persons with respect to the claim amount set forth in the Notice of Claim. If an agreement on the amount Indemnitors shall make timely objection to a claim or claims set forth in any Notice of Losses is reachedClaim, a memorandum setting forth and if such agreement claim or claims shall not have been resolved or compromised within sixty (60) days from the date of delivery of the Notice of Objection, then the issues raised by the notice of objection shall be prepared settled by arbitration pursuant to Section 10.5 hereof. The arbitrator shall promptly obtain such information regarding the matter the arbitrator deems necessary and signed by shall decide the Indemnitor matter and Indemnitee and render a written notice award which shall be delivered to the Escrow Agent directing Buyer, the delivery Indemnitors and, in the case of claim on the applicable portion of Clean-up Amount, to the Escrow Amount to the Indemnitee based upon such resolutionAgent. If the parties are unable to reach an agreement within fifteen (15) Business Days, either the Indemnitor or the Indemnitee may demand arbitration Any award shall be a conclusive determination of the matter (such arbitration to be conducted by JAMS in New York City) (unless the matter is at issue in a pending third party claim, in which case arbitration shall not be commenced until such amount is ascertained or both persons agree to arbitration), and the matter shall be settled by arbitration conducted by one arbitrator mutually agreeable to the Indemnitor and the Indemnitee. In the event that within ten (10) days after submission of any dispute to arbitration, the Indemnitor and the Indemnitee cannot mutually agree on one arbitrator, the Indemnitor and the Indemnitee shall each select one arbitrator and the two arbitrators so selected shall select a third arbitrator. The arbitrator(s) shall set a limited time period and establish procedures designed to reduce the cost and time for discovery. The decision of the arbitrator or a majority of the arbitrators, as the case may be, as to the validity and amount of any claim for indemnification for Losses (a “Resolved Amount”) shall be binding and conclusive upon the Indemnitor Buyer and the IndemniteeIndemnitors. Such decision If, by arbitration, it shall be delivered in writing and shall be supported by written findings of fact and conclusions which shall set forth determined that the award, judgment, decree or order awarded by the arbitrator(s). The Escrow Agent Buyer shall be entitled to act in accordance with any Indemnifiable Damages by reason of its claim or claims, such judgment and make delivery Indemnifiable Damages, subject to the $500,000 limitation of any portion of paragraph 8.2(c), so determined shall be paid to the Buyer by the Escrow Amount Agent, in accordance therewith. Judgment upon any award rendered by the arbitrator(s) may be entered case of a claim on the Clean-up Amount, or the Indemnitors in any court having jurisdictionthe same manner as if the Indemnitors had not delivered a Notice of Objection.

Procedures for Making Claims. If and when an Indemnitee a party (the “Indemnitee”) desires to assert a claim for Losses Indemnifiable Damages against any another party or parties (collectively, the “Indemnitor”) pursuant to the provisions of this Article X, the Indemnitee shall deliver a Notice of Claim to the Indemnitor (with reasonably promptly after Indemnitee’s receipt of a copy to the Escrow Agent) claim or specific and affirmative awareness of a certificate signed by such Indemnitee (if the Indemnitee is an entity, the certificate shall be signed by its chief executive officer) (a “Notice of Claim”), which Notice of claim shall: (i) state that the Indemnitee has paid or accrued (or intends or expects to pay or accrue) Losses to which it is entitled to indemnification pursuant to this Article XI and the amount thereof (to the extent then known); and (ii) specifying to the extent possible (A) the individual items of Losses in the certificate, (B) the date each such item was or is expected to be paid or accrued, to the extent known, and (C) the basis upon which Losses are claimed (including the specific clause of this Agreement pursuant to which such indemnification is being sought. Such Notice of Claim shall be delivered prior to the expiration of any applicable survival period as set forth in Section 11.1potential claim. If the Indemnitor shall object to such Notice of Claim, the Indemnitor shall simultaneously deliver written notice of objection (the “a Notice of Objection”) Objection to the Indemnitee (with a copy to the Escrow Agent) within fifteen (15) Business Days days after receipt the Indemnitee’s delivery of the Notice of Claim. The If the Notice of Objection shall set forth not have been so delivered within such fifteen (15) day period, all Indemnitors shall be conclusively deemed to have acknowledged the grounds upon which the objection is based and state whether the Indemnitor objects to all or only a portion correctness of the matter described claim or claims specified in the Notice of Claim. The Losses Claim for the full amount thereof, and the Indemnifiable Damages set forth in the Notice of Claim shall be payable promptly paid to the Indemnitee within twenty on demand, in cash (20) Business Days except when litigation has commenced, during which time the following payments shall be stayed until settlement or other outcome of the expiration litigation). If the Indemnitor shall make timely objection to a claim or claims set forth in any Notice of Claim, and if such fifteen claim or claims shall not have been resolved or compromised within sixty (1560) Business Day period without days from the necessity date of further action delivery of the Notice of Objection, then such claims shall be settled by arbitration pursuant to Section 11.5 hereof. If, by arbitration, it shall be determined that the Indemnitee shall be entitled to any Indemnifiable Damages by reason of its claim or claims, the Indemnifiable Damages so determined shall be paid to the extent Indemnitee by the Indemnitor has in the same manner as if the Indemnitor had not delivered a Notice of Objection. If the Indemnitor shall timely deliver a Notice of Objection, the Indemnitor and the Indemnitee shall attempt in good faith to agree upon the rights of such Persons with respect to the claim in the Notice of Claim. If an agreement on the amount of Losses is reached, a memorandum setting forth such agreement shall be prepared and signed by the Indemnitor and Indemnitee and a written notice shall be delivered to the Escrow Agent directing the delivery of the applicable portion of the Escrow Amount to the Indemnitee based upon such resolution. If the parties are unable to reach an agreement within fifteen (15) Business Days, either the Indemnitor or the Indemnitee may demand arbitration of the matter (such arbitration to be conducted by JAMS in New York City) (unless the matter is at issue in a pending third party claim, in which case arbitration shall not be commenced until such amount is ascertained or both persons agree to arbitration), and the matter shall be settled by arbitration conducted by one arbitrator mutually agreeable to the Indemnitor and the Indemnitee. In the event that within ten (10) days after submission of any dispute to arbitration, the Indemnitor and the Indemnitee cannot mutually agree on one arbitrator, the Indemnitor and the Indemnitee shall each select one arbitrator and the two arbitrators so selected shall select a third arbitrator. The arbitrator(s) shall set a limited time period and establish procedures designed to reduce the cost and time for discovery. The decision of the arbitrator or a majority of the arbitrators, as the case may be, as to the validity and amount of any claim for indemnification for Losses (a “Resolved Amount”) shall be binding and conclusive upon the Indemnitor and the Indemnitee. Such decision shall be delivered in writing and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrator(s). The Escrow Agent shall be entitled to act in accordance with any such judgment and make delivery of any portion of the Escrow Amount in accordance therewith. Judgment upon any award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

Procedures for Making Claims. If and when an Indemnitee either PMI or Enesco (the "Indemnitee") desires to assert a claim for Losses Damages against any the other party (the "Indemnitor") pursuant to the provisions of this Section 4.11, the Indemnitee shall deliver to the Indemnitor (with Indemnitor, reasonably promptly after the Indemnitee's receipt of a copy to the Escrow Agent) claim or specific and affirmative awareness of a potential claim, a certificate signed by such Indemnitee (if the Indemnitee is an entity, the certificate shall be signed by its chief executive officer) (a “"Notice of Claim”), which Notice of claim shall: "): (ia) state stating that the Indemnitee has paid or accrued (or intends or expects to pay or accrue) Losses Damages to which it is entitled to indemnification pursuant to this Article XI Section 4.11 and the amount thereof (to the extent then known); and and, (iib) specifying to the extent possible (Ai) the individual items of Losses loss, damage, liability, cost, expense or deficiency included in the certificateamount so stated, (Bii) the date each such item was or is expected to will be paid or accrued, to the extent known, accrued and (Ciii) the basis upon which Losses Damages are claimed (including the specific clause of this Agreement pursuant to which such indemnification is being sought. Such Notice of Claim shall be delivered prior to the expiration of any applicable survival period as set forth in Section 11.1claimed. If the Indemnitor shall object to such Notice of Claim, the Indemnitor shall deliver written notice of objection (the “"Notice of Objection”") to the Indemnitee (with a copy to the Escrow Agent) within fifteen (15) Business Days 15 days after receipt delivery of the Notice of Claim. The Notice of Objection shall set forth the grounds upon which the objection is based and state whether the Indemnitor objects to all or only a portion of the matter described in the Notice of Claim. The Losses If the Notice of Objection shall not have been so delivered within such 15 day period, the Indemnitor shall be conclusively deemed to have acknowledged the correctness of the claim or claims specified in the Notice of Claim for the full amount thereof, and the Damages set forth in the Notice of Claim shall be payable promptly paid to the Indemnitee within twenty (20) Business Days of the expiration of such fifteen (15) Business Day period Indemnitee, without the necessity of further action to the extent the Indemnitor has not delivered a Notice of Objectionaction. If the Indemnitor shall make timely deliver objection to a claim or claims set forth in any Notice of Claim and if such claim or claims shall not have been resolved or compromised within 60 days from the date of delivery of the Notice of Objection, the Indemnitor and the Indemnitee shall attempt in good faith to agree upon the rights of then such Persons with respect to the claim in the Notice of Claim. If an agreement on the amount of Losses is reached, a memorandum setting forth such agreement shall be prepared and signed by the Indemnitor and Indemnitee and a written notice shall be delivered to the Escrow Agent directing the delivery of the applicable portion of the Escrow Amount to the Indemnitee based upon such resolution. If the parties are unable to reach an agreement within fifteen (15) Business Days, either the Indemnitor or the Indemnitee may demand arbitration of the matter (such arbitration to be conducted by JAMS in New York City) (unless the matter is at issue in a pending third party claim, in which case arbitration shall not be commenced until such amount is ascertained or both persons agree to arbitration), and the matter claims shall be settled by arbitration conducted by one arbitrator mutually agreeable pursuant to the Indemnitor and the Indemnitee. In the event that within ten (10) days after submission of any dispute to arbitration, the Indemnitor and the Indemnitee cannot mutually agree on one arbitrator, the Indemnitor and the Indemnitee shall each select one arbitrator and the two arbitrators so selected shall select a third arbitrator. The arbitrator(s) shall set a limited time period and establish procedures designed to reduce the cost and time for discovery. The decision of the arbitrator or a majority of the arbitrators, as the case may be, as to the validity and amount of any claim for indemnification for Losses (a “Resolved Amount”) shall be binding and conclusive upon the Indemnitor and the Indemnitee. Such decision shall be delivered in writing and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrator(s). The Escrow Agent shall be entitled to act in accordance with any such judgment and make delivery of any portion of the Escrow Amount in accordance therewith. Judgment upon any award rendered by the arbitrator(s) may be entered in any court having jurisdictionSection 5.1 hereof.

Procedures for Making Claims. If and when an Indemnitee a party (the "INDEMNITEE") desires to assert a claim for Losses Indemnifiable Damages against any Indemnitoranother party or parties (collectively, the "INDEMNITOR") pursuant to the provisions of this Article X, the Indemnitee shall deliver to the Indemnitor (with a copy to the Escrow Agent) a certificate signed by such Indemnitee (if the Indemnitee is an entity, the certificate shall be signed by its chief executive officer) (a “Notice of Claim”), which Notice of claim shall: (i) state that the Indemnitee has paid or accrued (or intends or expects to pay or accrue) Losses to which it is entitled to indemnification pursuant to this Article XI and the amount thereof (to the extent then known); and (ii) specifying to the extent possible (A) the individual items of Losses in the certificate, (B) the date each such item was or is expected to be paid or accrued, to the extent known, and (C) the basis upon which Losses are claimed (including the specific clause of this Agreement pursuant to which such indemnification is being sought. Such Notice of Claim shall be delivered prior to the expiration of any applicable survival period as set forth in Section 11.1Indemnitor. If the Indemnitor shall object to such Notice of Claim, the Indemnitor shall simultaneously deliver written notice of objection (the “a Notice of Objection”) Objection to the Indemnitee (with a copy to the Escrow Agent) within fifteen (15) Business Days days after receipt the Indemnitee's delivery of the Notice of Claim. The If the Notice of Objection shall set forth not have been so delivered within such fifteen (15) day period, all Indemnitors shall be conclusively deemed to have acknowledged the grounds upon which the objection is based and state whether the Indemnitor objects to all or only a portion correctness of the matter described claim or claims specified in the Notice of Claim. The Losses Claim for the full amount thereof, and the Indemnifiable Damages set forth in the Notice of Claim shall be payable promptly paid to the Indemnitee, on demand, in cash. If the Indemnitor shall make timely objection to a claim or claims set forth in any Notice of Claim, and if such claim or claims shall not have been resolved or compromised within sixty (60) days from the date of delivery of the Notice of Objection, then such claims shall be settled by arbitration pursuant to Section 11.5 hereof. The arbitrator shall promptly obtain such information regarding the matter that the arbitrator deems necessary and shall decide the matter and render a written award which shall be delivered to the Indemnitor and Indemnitee. Any award shall be a conclusive determination of the matter and shall be binding upon the Indemnitor and Indemnitee. If, by arbitration, it shall be determined that the Indemnitee shall be entitled to any Indemnifiable Damages by reason of its claim or claims, the Indemnifiable Damages so determined shall be paid to the Indemnitee within twenty (20) Business Days of the expiration of such fifteen (15) Business Day period without the necessity of further action to the extent by the Indemnitor has in the same manner as if the Indemnitee had not delivered a Notice of Objection. If the Indemnitor shall timely deliver a Notice of Objection, the Indemnitor and the Indemnitee shall attempt in good faith to agree upon the rights of such Persons with respect to the claim in the Notice of Claim. If an agreement on the amount of Losses is reached, a memorandum setting forth such agreement shall be prepared and signed by the Indemnitor and Indemnitee and a written notice shall be delivered to the Escrow Agent directing the delivery of the applicable portion of the Escrow Amount to the Indemnitee based upon such resolution. If the parties are unable to reach an agreement within fifteen (15) Business Days, either the Indemnitor or the Indemnitee may demand arbitration of the matter (such arbitration to be conducted by JAMS in New York City) (unless the matter is at issue in a pending third party claim, in which case arbitration shall not be commenced until such amount is ascertained or both persons agree to arbitration), and the matter shall be settled by arbitration conducted by one arbitrator mutually agreeable to the Indemnitor and the Indemnitee. In the event that within ten (10) days after submission of any dispute to arbitration, the Indemnitor and the Indemnitee cannot mutually agree on one arbitrator, the Indemnitor and the Indemnitee shall each select one arbitrator and the two arbitrators so selected shall select a third arbitrator. The arbitrator(s) shall set a limited time period and establish procedures designed to reduce the cost and time for discovery. The decision of the arbitrator or a majority of the arbitrators, as the case may be, as to the validity and amount of any claim for indemnification for Losses (a “Resolved Amount”) shall be binding and conclusive upon the Indemnitor and the Indemnitee. Such decision shall be delivered in writing and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrator(s). The Escrow Agent shall be entitled to act in accordance with any such judgment and make delivery of any portion of the Escrow Amount in accordance therewith. Judgment upon any award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

Procedures for Making Claims. If and when an Indemnitee Autocam desires to assert a claim for Losses Indemnifiable Damages against any Indemnitorthe Quotaholders pursuant to the provisions of this Article VIII, the Indemnitee Autocam shall simultaneously deliver to the Indemnitor (with Quotaholders reasonably promptly after Autocam's receipt of a copy to the Escrow Agent) claim or specific and affirmative awareness of a potential claim, a certificate signed by such Indemnitee its president (if the Indemnitee is an entity, the certificate shall be signed by its chief executive officer) (a “"Notice of Claim”), which Notice of claim shall: "): (i) state stating that the Indemnitee Autocam has paid or accrued (or intends or expects to pay or accrue) Losses Indemnifiable Damages to which it is entitled to indemnification pursuant to this Article XI VIII and the amount thereof (to the extent then known); and and, (ii) specifying to the extent possible (A) the individual items of Losses loss, damage, liability, cost, expense or deficiency included in the certificateamount so stated, (B) the date each such item was or is expected to will be paid or accrued, to the extent known, accrued and (C) the basis upon which Losses Indemnifiable Damages are claimed (including the specific clause of this Agreement pursuant to which such indemnification is being sought. Such Notice of Claim shall be delivered prior to the expiration of any applicable survival period as set forth in Section 11.1claimed. If the Indemnitor Quotaholders shall object to such Notice of Claim, the Indemnitor Quotaholders shall simultaneously deliver written notice of objection (the “"Notice of Objection”") to the Indemnitee (with a copy to the Escrow Agent) Autocam within fifteen (15) Business Days days after receipt Autocam's delivery of the Notice of Claim. The Notice of Objection shall set forth the grounds upon which the objection is based and state whether the Indemnitor objects Quotaholders object to all or only a portion of the matter described in the Notice of Claim. The Losses If the Notice of Objection shall not have been so delivered within such fifteen (15) day period, all Quotaholders shall be conclusively deemed to have acknowledged the correctness of the claim or claims specified in the Notice of Claim for the full amount thereof, and the Indemnifiable Damages set forth in the Notice of Claim shall be payable promptly paid to Autocam by the Indemnitee Quotaholders in cash. If the Quotaholders shall make timely objection to a claim or claims set forth in any Notice of Claim, and if such claim or claims shall not have been resolved or compromised within twenty sixty (2060) Business Days days from the date of delivery of the expiration Notice of Objection, then such fifteen (15) Business Day period without claims shall be settled by arbitration pursuant to Section 10.5 hereof. The arbitrator shall promptly obtain such information regarding the necessity matter the arbitrator deems necessary and shall decide the matter and render a written award which shall be delivered to Autocam and the Quotaholders. Any award shall be a conclusive determination of further action the matter and shall be binding upon Autocam and the Quotaholders. If, by arbitration, it shall be determined that Autocam shall be entitled to any Indemnifiable Damages by reason of its claim or claims, the extent Indemnifiable Damages so determined shall be paid to Autocam by the Indemnitor has Quotaholders in the same manner as if the Quotaholders had not delivered a Notice of Objection. If the Indemnitor shall timely deliver a Notice of Objection, the Indemnitor and the Indemnitee shall attempt in good faith to agree upon the rights of such Persons with respect to the claim in the Notice of Claim. If an agreement on the amount of Losses is reached, a memorandum setting forth such agreement shall be prepared and signed by the Indemnitor and Indemnitee and a written notice shall be delivered to the Escrow Agent directing the delivery of the applicable portion of the Escrow Amount to the Indemnitee based upon such resolution. If the parties are unable to reach an agreement within fifteen (15) Business Days, either the Indemnitor or the Indemnitee may demand arbitration of the matter (such arbitration to be conducted by JAMS in New York City) (unless the matter is at issue in a pending third party claim, in which case arbitration shall not be commenced until such amount is ascertained or both persons agree to arbitration), and the matter shall be settled by arbitration conducted by one arbitrator mutually agreeable to the Indemnitor and the Indemnitee. In the event that within ten (10) days after submission of any dispute to arbitration, the Indemnitor and the Indemnitee cannot mutually agree on one arbitrator, the Indemnitor and the Indemnitee shall each select one arbitrator and the two arbitrators so selected shall select a third arbitrator. The arbitrator(s) shall set a limited time period and establish procedures designed to reduce the cost and time for discovery. The decision of the arbitrator or a majority of the arbitrators, as the case may be, as to the validity and amount of any claim for indemnification for Losses (a “Resolved Amount”) shall be binding and conclusive upon the Indemnitor and the Indemnitee. Such decision shall be delivered in writing and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrator(s). The Escrow Agent shall be entitled to act in accordance with any such judgment and make delivery of any portion of the Escrow Amount in accordance therewith. Judgment upon any award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

Procedures for Making Claims. If and when an Indemnitee the Buyer desires to assert a claim for Losses Indemnifiable Damages against any Indemnitorthe Indemnitors pursuant to the provisions of this Article XI, the Indemnitee Buyer shall simultaneously deliver to the Indemnitor (with Indemnitors, reasonably promptly after the Buyer's receipt of a copy to the Escrow Agent) claim or specific and affirmative awareness of a potential claim, a certificate signed by such Indemnitee its president (if the Indemnitee is an entity, the certificate shall be signed by its chief executive officer) (a “"Notice of Claim”), which Notice of claim shall: "): (i) state stating that the Indemnitee Buyer or the Company has paid or accrued (or intends or expects to pay or accrue) Losses Indemnifiable Damages to which it is entitled to indemnification pursuant to this Article XI and the amount thereof (to the extent then known); and and, (ii) specifying to the extent possible (A) the individual items of Losses loss, damage, liability, cost, expense or deficiency included in the certificateamount so stated, (B) the date each such item was or is expected to will be paid or accrued, to the extent known, accrued and (C) the basis upon which Losses Indemnifiable Damages are claimed (including the specific clause of this Agreement pursuant to which such indemnification is being sought. Such Notice of Claim shall be delivered prior to the expiration of any applicable survival period as set forth in Section 11.1claimed. If the Indemnitor Indemnitors shall object to such Notice of Claim, the Indemnitor Indemnitors shall simultaneously deliver written notice of objection (the “"Notice of Objection”") to Buyer within 15 days after the Indemnitee (with a copy to the Escrow Agent) within fifteen (15) Business Days after receipt Buyer's delivery of the Notice of Claim. The Notice of Objection shall set forth the grounds upon which the objection is based and state whether the Indemnitor objects Indemnitors object to all or only a portion of the matter described in the Notice of Claim. The Losses Notice of Objection shall set forth the grounds upon which the objection is based and state whether the Indemnitors object to all or only a portion of the matter described in the Notice of Claim. If the Notice of Objection shall not have been so delivered within such 15-day period, the Indemnitors shall be conclusively deemed to have acknowledged the correctness of the claim or claims specified in the Notice of Claim for the full amount thereof, and the Indemnifiable Damages set forth in the Notice of Claim shall be payable promptly paid to the Indemnitee within twenty (20) Business Days of the expiration of such fifteen (15) Business Day period Buyer, without the necessity of further action to the extent the Indemnitor has not delivered a Notice of Objection. If the Indemnitor shall timely deliver a Notice of Objection, the Indemnitor and the Indemnitee shall attempt in good faith to agree upon the rights of such Persons with respect to the claim in the Notice of Claim. If an agreement on the amount of Losses is reached, a memorandum setting forth such agreement shall be prepared and signed by the Indemnitor and Indemnitee and a written notice shall be delivered to the Escrow Agent directing the delivery of the applicable portion of the Escrow Amount to the Indemnitee based upon such resolution. If the parties are unable to reach an agreement within fifteen (15) Business Days, either the Indemnitor or the Indemnitee may demand arbitration of the matter (such arbitration to be conducted by JAMS in New York City) (unless the matter is at issue in a pending third party claim, in which case arbitration shall not be commenced until such amount is ascertained or both persons agree to arbitration), and the matter shall be settled by arbitration conducted by one arbitrator mutually agreeable to the Indemnitor and the Indemnitee. In the event that within ten (10) days after submission of any dispute to arbitration, the Indemnitor and the Indemnitee cannot mutually agree on one arbitrator, the Indemnitor and the Indemnitee shall each select one arbitrator and the two arbitrators so selected shall select a third arbitrator. The arbitrator(s) shall set a limited time period and establish procedures designed to reduce the cost and time for discovery. The decision of the arbitrator or a majority of the arbitrators, as the case may be, as to the validity and amount of any claim for indemnification for Losses (a “Resolved Amount”) shall be binding and conclusive upon the Indemnitor and the Indemnitee. Such decision shall be delivered in writing and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrator(s). The Escrow Agent shall be entitled to act in accordance with any such judgment and make delivery of any portion of the Escrow Amount in accordance therewith. Judgment upon any award rendered by the arbitrator(s) may be entered in any court having jurisdictionaction.

Procedures for Making Claims. If and when an Indemnitee desires the Indemnitees desire to assert a claim for Losses Indemnifiable Damages against any Indemnitorthe Buyer pursuant to the provisions of this Article IX, the Indemnitee Indemnitees shall deliver to the Indemnitor (with Buyer, reasonably promptly after the Indemnitees' receipt of a copy to the Escrow Agent) claim or awareness of a potential claim, a certificate signed by such Indemnitee the Indemnitees (if the Indemnitee is an entity, the certificate shall be signed by its chief executive officer) (a “"Notice of Claim”), which Notice of claim shall: "): (i) state stating that the Indemnitee has Indemnitees have paid or accrued (or intends or expects intend to pay or accrue) Losses Indemnifiable Damages to which it is they are entitled to indemnification pursuant to this Article XI IX and the amount thereof (to the extent then known); and and, (ii) specifying to the extent possible (A) the individual items of Losses loss, damage, liability, cost, expense or deficiency included in the certificateamount so stated, (B) the date each such item was or is expected to will be paid or accrued, to the extent known, accrued and (C) the basis upon which Losses Indemnifiable Damages are claimed (including the specific clause of this Agreement pursuant to which such indemnification is being sought. Such Notice of Claim shall be delivered prior to the expiration of any applicable survival period as set forth in Section 11.1claimed. If the Indemnitor Buyer shall object to such Notice of Claim, the Indemnitor Buyer shall deliver written notice of objection (the “"Notice of Objection”") to the Indemnitee (with a copy to the Escrow Agent) within fifteen (15) Business Days after receipt of the Notice of ClaimIndemnitees. The Notice of Objection shall set forth the grounds upon which the objection is based and state whether the Indemnitor Buyer objects to all or only a portion of the matter described in the Notice of Claim. The Losses set forth in If such claim or claims shall not have been resolved or compromised within sixty (60) days from the date of delivery of the Notice of Claim Objection, then the issues raised by the notice of objection shall be payable settled by arbitration pursuant to Section 10.5 hereof. The arbitrator shall promptly obtain such information regarding the matter the arbitrator deems necessary and shall decide the matter and render a written award which shall be delivered to the Indemnitee within twenty (20) Business Days Buyer and the Indemnitees. Any award shall be a conclusive determination of the expiration matter and shall be binding upon the Buyer and the Indemnitees. If, by arbitration, it shall be determined that the Indemnitees shall be entitled to any Indemnifiable Damages by reason of such fifteen (15) Business Day period their claim or claims, the Indemnifiable Damages so determined shall be paid to the Indemnitees by the Buyer without the necessity of further action to the extent the Indemnitor has not delivered a Notice of Objectionaction. If the Indemnitor shall timely deliver a Notice of Objection, the Indemnitor and the Indemnitee shall attempt in good faith to agree upon the rights of such Persons with respect to the claim in the Notice of Claim. If an agreement on the amount of Losses is reached, a memorandum setting forth such agreement shall be prepared and signed by the Indemnitor and Indemnitee and a written notice shall be delivered to the Escrow Agent directing the delivery of the applicable portion of the Escrow Amount to the Indemnitee based upon such resolution. If the parties are unable to reach an agreement within fifteen (15) Business Days, either the Indemnitor or the Indemnitee may demand arbitration of the matter (such arbitration to be conducted by JAMS in New York City) (unless the matter is at issue in a pending third party claim, in which case arbitration shall not be commenced until such amount is ascertained or both persons agree to arbitration), and the matter shall be settled by arbitration conducted by one arbitrator mutually agreeable to the Indemnitor and the Indemnitee. In the event that within ten (10) days after submission of any dispute to arbitration, the Indemnitor and the Indemnitee cannot mutually agree on one arbitrator, the Indemnitor and the Indemnitee shall each select one arbitrator and the two arbitrators so selected shall select a third arbitrator. The arbitrator(s) shall set a limited time period and establish procedures designed to reduce the cost and time for discovery. The decision of the arbitrator or a majority of the arbitrators, as the case may be, as to the validity and amount of any claim for indemnification for Losses (a “Resolved Amount”) shall be binding and conclusive upon the Indemnitor and the Indemnitee. Such decision shall be delivered in writing and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrator(s). The Escrow Agent shall be entitled to act in accordance with any such judgment and make delivery of any portion of the Escrow Amount in accordance therewith. Judgment upon any award rendered by the arbitrator(s) may be entered in any court having jurisdiction.9.3

Procedures for Making Claims. If and when an Indemnitee a party (the “Indemnitee”) desires to assert a claim for Losses Indemnifiable Damages against any another Party or Parties (collectively, the “Indemnitor”) pursuant to the provisions of this Article 8, the Indemnitee shall deliver a Notice of Claim to the Indemnitor (with a copy and, if the Buyer is an Indemnitee, to the Escrow Agent) , promptly after Indemnitee’s receipt of a certificate signed by such Indemnitee (if the Indemnitee is an entity, the certificate shall be signed by its chief executive officer) (claim or specific and affirmative awareness of a “Notice of Claim”), which Notice of claim shall: (i) state that the Indemnitee has paid or accrued (or intends or expects to pay or accrue) Losses to which it is entitled to indemnification pursuant to this Article XI and the amount thereof (to the extent then known); and (ii) specifying to the extent possible (A) the individual items of Losses in the certificate, (B) the date each such item was or is expected to be paid or accrued, to the extent known, and (C) the basis upon which Losses are claimed (including the specific clause of this Agreement pursuant to which such indemnification is being sought. Such Notice of Claim shall be delivered prior to the expiration of any applicable survival period as set forth in Section 11.1potential claim. If the Indemnitor shall object to such Notice of Claim, the Indemnitor shall simultaneously deliver written notice of objection (the “a Notice of Objection”) Objection to the Indemnitee (with a copy and, if one or more Shareholders are Indemnitors, to the Escrow AgentAgent within thirty (30) within fifteen (15) Business Days days after receipt the Indemnitee’s delivery of the Notice of Claim. The If the Notice of Objection shall set forth not have been so delivered within such thirty (30) day period, all Indemnitors shall be conclusively deemed to have acknowledged the grounds upon which the objection is based and state whether the Indemnitor objects to all or only a portion correctness of the matter described claim or claims specified in the Notice of Claim. The Losses Claim for the full amount thereof, and the Indemnifiable Damages set forth in the Notice of Claim shall be payable promptly paid to the Indemnitee. If the Buyer is an Indemnitee within twenty such claim for Indemnifiable Damages shall be paid from the Escrow (20) Business Days to the extent of the expiration of such fifteen (15Escrow Amount) Business Day period by the Escrow Agent, without the necessity of further action to as provided in the extent the Indemnitor has not delivered a Notice of ObjectionEscrow Agreement. If the Indemnitor shall make timely deliver objection to a claim or claims set forth in any Notice of Claim, and if such claim or claims shall not have been resolved or compromised within thirty (30) days after the date of delivery of the Notice of Objection, the Indemnitor and the Indemnitee shall attempt in good faith to agree upon the rights of then such Persons with respect to the claim in the Notice of Claim. If an agreement on the amount of Losses is reached, a memorandum setting forth such agreement shall be prepared and signed by the Indemnitor and Indemnitee and a written notice shall be delivered to the Escrow Agent directing the delivery of the applicable portion of the Escrow Amount to the Indemnitee based upon such resolution. If the parties are unable to reach an agreement within fifteen (15) Business Days, either the Indemnitor or the Indemnitee may demand arbitration of the matter (such arbitration to be conducted by JAMS in New York City) (unless the matter is at issue in a pending third party claim, in which case arbitration shall not be commenced until such amount is ascertained or both persons agree to arbitration), and the matter claims shall be settled by arbitration conducted by one arbitrator mutually agreeable pursuant to the Indemnitor and the Indemnitee. In the event that within ten (10) days after submission of any dispute to arbitration, the Indemnitor and the Indemnitee cannot mutually agree on one arbitrator, the Indemnitor and the Indemnitee shall each select one arbitrator and the two arbitrators so selected shall select a third arbitrator. The arbitrator(s) shall set a limited time period and establish procedures designed to reduce the cost and time for discovery. The decision of the arbitrator or a majority of the arbitrators, as the case may be, as to the validity and amount of any claim for indemnification for Losses (a “Resolved Amount”) shall be binding and conclusive upon the Indemnitor and the Indemnitee. Such decision shall be delivered in writing and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrator(s). The Escrow Agent shall be entitled to act in accordance with any such judgment and make delivery of any portion of the Escrow Amount in accordance therewith. Judgment upon any award rendered by the arbitrator(s) may be entered in any court having jurisdictionSection 11.5 hereof.

Procedures for Making Claims. (a) If and when an Indemnitee desires a party entitled to assert indemnification hereunder (the “Indemnitee”) shall claim to have suffered a claim Loss for Losses against any Indemnitorwhich indemnification is available, the Indemnitee shall deliver notify in writing (i) the Sellers’ Representative, if the Indemnitee is any Person entitled to indemnification under Sections 6.1 or 6.2, or (ii) the Company, if the Indemnitee is any Person entitled to indemnification under Section 6.3 (in each case, as applicable, the “Indemnitor”), of such claim as promptly as practicable, which written notice shall describe the nature of such claim, the facts and circumstances that give rise to such claim and the amount of such claim if reasonably ascertainable at the time such claim is made (or if not then reasonably ascertainable, the maximum amount of such claim reasonably estimated by the Indemnitee). In the case of a claim by Buyer, such written notice shall be provided by the Indemnitee to the Indemnitor (Sellers’ Representative, with a copy provided to the Escrow Agent) a certificate signed by such Indemnitee (if the Indemnitee is an entity, the certificate shall be signed by its chief executive officer) (a “Notice of Claim”), which Notice of claim shall: (i) state that the Indemnitee has paid or accrued (or intends or expects to pay or accrue) Losses to which it is entitled to indemnification pursuant to this Article XI and the amount thereof (to the extent then known); and (ii) specifying to the extent possible (A) the individual items of Losses in the certificate, (B) the date each such item was or is expected to be paid or accrued, to the extent known, and (C) the basis upon which Losses are claimed (including the specific clause of this Agreement pursuant to which such indemnification is being sought. Such Notice of Claim shall be delivered prior to the expiration of any applicable survival period as set forth in Section 11.1. If the Indemnitor shall object to such Notice of Claim, the Indemnitor shall deliver written notice of objection (the “Notice of Objection”) to the Indemnitee (with a copy to the Escrow Agent) within fifteen (15) Business Days after receipt of the Notice of Claim. The Notice of Objection shall set forth the grounds upon which the objection is based and state whether the Indemnitor objects to all or only a portion of the matter described in the Notice of Claim. The Losses set forth in the Notice of Claim shall be payable to the Indemnitee within twenty (20) Business Days of the expiration of such fifteen (15) Business Day period without the necessity of further action to the extent the Indemnitor has not delivered a Notice of Objection. If the Indemnitor shall timely deliver a Notice of Objection, the Indemnitor and the Indemnitee shall attempt in good faith to agree upon the rights of such Persons with respect to the claim in the Notice of Claim. If an agreement on the amount of Losses is reached, a memorandum setting forth such agreement shall be prepared and signed by the Indemnitor and Indemnitee and a written notice shall be delivered to the Escrow Agent directing the delivery of the applicable portion of the Escrow Amount to the Indemnitee based upon such resolution. If the parties are unable to reach an agreement within fifteen (15) Business Days, either the Indemnitor or the Indemnitee may demand arbitration of the matter (such arbitration to be conducted by JAMS in New York City) (unless the matter is at issue in a pending third party claim, in which case arbitration shall not be commenced until such amount is ascertained or both persons agree to arbitration), and the matter shall be settled by arbitration conducted by one arbitrator mutually agreeable to the Indemnitor and the Indemnitee. In the event that within ten thirty (1030) days after submission of any dispute to arbitration, the receipt by the Indemnitor and of such a written notice from the Indemnitee cannot mutually agree on one arbitratorIndemnitee, the Indemnitor and the Indemnitee shall each select one arbitrator not have received from the Indemnitor a written objection to such claim, such claim shall be conclusively presumed and considered to have been assented to and approved by the two arbitrators so selected shall select a third arbitrator. The arbitrator(s) shall set a limited time period and establish procedures designed to reduce Indemnitor following receipt by the cost and time for discovery. The decision of the arbitrator or a majority of the arbitratorsIndemnitor (and, as in the case may be, as to the validity and amount of any a claim for indemnification for Losses (a “Resolved Amount”) shall be binding and conclusive upon the Indemnitor and the Indemnitee. Such decision shall be delivered in writing and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrator(s)Buyer, the Escrow Agent) of a written notice from the Indemnitee to such effect. The Escrow Agent No Indemnitee shall be entitled to act in accordance with any such judgment and make delivery of any portion indemnification under Section 6.1 unless it shall have given the Indemnitor written notice of the Escrow Amount in accordance therewithLosses for which it seeks indemnification on or before the 18 month anniversary of the Closing Date or the applicable survival date. Judgment upon any award rendered by No Indemnitee shall be entitled to indemnification under Section 6.2 unless it shall have given the arbitrator(s) may be entered in any court having jurisdictionIndemnitor written notice of such claim for indemnification on or before the 12 month anniversary of the Closing Date.

Procedures for Making Claims. If and when an Indemnitee either Buyer or Seller (the "INDEMNITEE") desires to assert a claim for Losses Damages against any Indemnitorthe other party (the "INDEMNITOR") pursuant to the provisions of this Section 6, the Indemnitee shall deliver to the Indemnitor (with a copy to the Escrow Agent) a certificate signed by such Indemnitee its president or manager, as the case may be (if the Indemnitee is an entity, the certificate shall be signed by its chief executive officer) (a “Notice of Claim”), which Notice of claim shall: "NOTICE OF CLAIM"): (i) state stating that the Indemnitee has paid or accrued (or intends or expects to pay or accrue) Losses Damages to which it is entitled to indemnification pursuant to this Article XI Section 6 and the amount thereof (to the extent then known); and (ii) specifying to the extent possible (A) the individual items of Losses loss, damage, liability, cost, expense or deficiency included in the certificateamount so stated, (B) the date each such item was or is expected to will be paid or accrued, to the extent known, accrued and (C) the basis upon which Losses Damages are claimed (including the specific clause of this Agreement pursuant to which such indemnification is being sought. Such Notice of Claim shall be delivered prior to the expiration of any applicable survival period as set forth in Section 11.1claimed. If the Indemnitor shall object to such Notice of Claim, the Indemnitor shall deliver written notice of objection (the “Notice of Objection”"NOTICE OF OBJECTION") to the Indemnitee within thirty (with a copy to the Escrow Agent30) within fifteen (15) Business Days days after receipt delivery of the Notice of Claim. The Notice of Objection shall set forth the grounds upon which the objection is based and state whether the Indemnitor objects to all or only a portion of the matter described in the Notice of Claim. If the Notice of Objection shall not have been so delivered within such thirty (30) day period, the Indemnitor shall be conclusively deemed to have acknowledged the correctness of the claim or claims specified in the Notice of Claim for the full amount thereof. The Losses Damages set forth in the Notice of Claim shall be payable to the Indemnitee within twenty ten (2010) Business Days days of the expiration of such fifteen thirty (1530) Business Day day period without the necessity of further action action. Interest on indemnification payments hereunder for or-of-pocket Damages, shall accrue at the prime rate as published in the Wall Street Journal, plus two percent (2%) per annum on any out-of-pocket expenses from (x) the expiration of such ten (10) day period to (y) the extent date of the Indemnitor has not delivered Indemnitor's payment of indemnification for such Damages. In the event that a Notice of Objection. If the Objection has been delivered, and an Indemnitee should have a claim against an Indemnitor shall timely deliver hereunder which does not involve a Notice of Objectionclaim or demand being asserted against or sought to be collected from it by a third party, the Indemnitor and the Indemnitee shall attempt in good faith to agree upon comply with the rights other related provisions of such Persons with respect to the claim in the Notice of Claim. If an agreement on the amount of Losses is reached, a memorandum setting forth such agreement shall be prepared and signed by the Indemnitor and Indemnitee and a written notice shall be delivered to the Escrow Agent directing the delivery of the applicable portion of the Escrow Amount to the Indemnitee based upon such resolution. If the parties are unable to reach an agreement within fifteen (15) Business Days, either the Indemnitor or the Indemnitee may demand arbitration of the matter (such arbitration to be conducted by JAMS in New York City) (unless the matter is at issue in a pending third party claim, in which case arbitration shall not be commenced until such amount is ascertained or both persons agree to arbitration), and the matter shall be settled by arbitration conducted by one arbitrator mutually agreeable to the Indemnitor and the Indemnitee. In the event that within ten (10) days after submission of any dispute to arbitration, the Indemnitor and the Indemnitee cannot mutually agree on one arbitrator, the Indemnitor and the Indemnitee shall each select one arbitrator and the two arbitrators so selected shall select a third arbitrator. The arbitrator(s) shall set a limited time period and establish procedures designed to reduce the cost and time for discovery. The decision of the arbitrator or a majority of the arbitrators, as the case may be, as to the validity and amount of any claim for indemnification for Losses (a “Resolved Amount”) shall be binding and conclusive upon the Indemnitor and the Indemnitee. Such decision shall be delivered in writing and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrator(s). The Escrow Agent shall be entitled to act in accordance with any such judgment and make delivery of any portion of the Escrow Amount in accordance therewith. Judgment upon any award rendered by the arbitrator(s) may be entered in any court having jurisdictionthis Agreement.

Procedures for Making Claims. If and when an Indemnitee the Buyer desires to assert a claim for Losses Indemnifiable Damages against any Indemnitorthe Indemnitors pursuant to the provisions of this Article X, the Indemnitee Buyer shall deliver to the Indemnitor (with Indemnitors, reasonably promptly after the Buyer's receipt of a copy to the Escrow Agent) claim or specific and affirmative awareness of a potential claim, a certificate signed by such Indemnitee an officer (if the Indemnitee is an entity, the certificate shall be signed by its chief executive officer) (a “"Notice of Claim”), which Notice of claim shall: "): (ia) state stating that the Indemnitee Buyer has paid or accrued (or intends or expects to pay or accrue) Losses Indemnifiable Damages to which it is entitled to indemnification pursuant to this Article XI X and the amount thereof (to the extent then known); and (iib) specifying to the extent possible (Ai) the individual items of Losses loss, damage, liability, cost, expense or deficiency included in the certificateamount so stated, (Bii) the date each such item was or is expected to will be paid or accrued, to the extent known, accrued and (Ciii) the basis upon which Losses Indemnifiable Damages are claimed (including the specific clause of this Agreement pursuant to which such indemnification is being sought. Such Notice of Claim shall be delivered prior to the expiration of any applicable survival period as set forth in Section 11.1claimed. If the Indemnitor Indemnitors shall object to such Notice of Claim, the Indemnitor Indemnitors shall simultaneously deliver written notice of objection (the “"Notice of Objection”") to the Indemnitee Buyer within thirty (with a copy to 30) days after the Escrow Agent) within fifteen (15) Business Days after receipt Buyer's delivery of the Notice of Claim. The Notice of Objection shall set forth the grounds upon which the objection is based and state whether the Indemnitor objects Indemnitors object to all or only a portion of the matter described in the Notice of Claim. The Losses If the Notice of Objection shall not have been so delivered within such thirty (30) day period, all Indemnitors shall be conclusively deemed to have acknowledged the correctness of the claim or claims specified in the Notice of Claim for the full amount thereof, and the Indemnifiable Damages set forth in the Notice of Claim shall be payable paid to the Indemnitee within twenty (20) Business Days of the expiration of such fifteen (15) Business Day period without the necessity of further action to the extent the Indemnitor has not delivered a Notice of Objection. If the Indemnitor shall timely deliver a Notice of ObjectionBuyer, the Indemnitor and the Indemnitee shall attempt in good faith to agree upon the rights of such Persons with respect to the claim in the Notice of Claim. If an agreement on the amount of Losses is reached, a memorandum setting forth such agreement shall be prepared and signed by the Indemnitor and Indemnitee and a written notice shall be delivered to the Escrow Agent directing the delivery of the applicable portion of the Escrow Amount to the Indemnitee based upon such resolution. If the parties are unable to reach an agreement within fifteen (15) Business Days, either the Indemnitor or the Indemnitee may demand arbitration of the matter (such arbitration to be conducted by JAMS in New York City) (unless the matter is at issue in a pending third party claimdemand, in which case arbitration shall not be commenced until such amount is ascertained or both persons agree to arbitration), and the matter shall be settled by arbitration conducted by one arbitrator mutually agreeable to the Indemnitor and the Indemnitee. In the event that within ten (10) days after submission of any dispute to arbitration, the Indemnitor and the Indemnitee cannot mutually agree on one arbitrator, the Indemnitor and the Indemnitee shall each select one arbitrator and the two arbitrators so selected shall select a third arbitrator. The arbitrator(s) shall set a limited time period and establish procedures designed to reduce the cost and time for discovery. The decision of the arbitrator or a majority of the arbitrators, as the case may be, as to the validity and amount of any claim for indemnification for Losses (a “Resolved Amount”) shall be binding and conclusive upon the Indemnitor and the Indemnitee. Such decision shall be delivered in writing and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrator(s). The Escrow Agent shall be entitled to act in accordance with any such judgment and make delivery of any portion of the Escrow Amount in accordance therewith. Judgment upon any award rendered by the arbitrator(s) may be entered in any court having jurisdictioncash.

Procedures for Making Claims. If and when an Indemnitee desires the Indemnitees desire to assert a claim for Losses Seller Indemnifiable Damages against any Indemnitorthe Buyer pursuant to the provisions of this Article XI, the Indemnitee Indemnitees shall deliver to the Indemnitor (with Buyer, reasonably promptly after the Indemnitees' receipt of a copy to the Escrow Agent) claim or awareness of a potential claim, a certificate signed by such Indemnitee the Indemnitees (if the Indemnitee is an entity, the certificate shall be signed by its chief executive officer) (a “"Seller Notice of Claim”), which Notice of claim shall: "): (ia) state stating that the Indemnitee has Indemnitees have paid or accrued (or intends or expects intend to pay or accrue) Losses Seller Indemnifiable Damages to which it is they are entitled to indemnification pursuant to this Article XI and the amount thereof (to the extent then known); and (iib) specifying to the extent possible (Ai) the individual items of Losses loss, damage, liability, cost, expense or deficiency included in the certificateamount so stated, (Bii) the date each such item was or is expected to will be paid or accrued, to the extent known, accrued and (Ciii) the basis upon which Losses Seller Indemnifiable Damages are claimed (including the specific clause of this Agreement pursuant to which such indemnification is being sought. Such Notice of Claim shall be delivered prior to the expiration of any applicable survival period as set forth in Section 11.1claimed. If the Indemnitor Buyer shall object to such Notice of Claim, the Indemnitor Buyer shall deliver written notice of objection (the “"Seller Notice of Objection”") to the Indemnitee Indemnitees within thirty (with a copy to 30) days after the Escrow Agent) within fifteen (15) Business Days after receipt Indemnitee's delivery of the Seller Notice of ClaimClaims. The Seller Notice of Objection shall set forth the grounds upon which the objection is based and state whether the Indemnitor Buyer objects to all or only a portion of the matter described in the Seller Notice of Claim. The Losses If the Seller Notice of Claim shall not have been so delivered within such thirty (30) day period, the Buyer shall be conclusively deemed to have acknowledged the correctness of the claim or claims specified in the Seller Notice of Claim for the full amount thereof and the Seller Indemnifiable Damages set forth in the Seller Notice of Claim shall be payable paid to the Indemnitee within twenty (20) Business Days of the expiration of such fifteen (15) Business Day period without the necessity of further action to the extent the Indemnitor has not delivered a Notice of Objection. If the Indemnitor shall timely deliver a Notice of ObjectionIndemnitees, the Indemnitor and the Indemnitee shall attempt in good faith to agree upon the rights of such Persons with respect to the claim in the Notice of Claim. If an agreement on the amount of Losses is reached, a memorandum setting forth such agreement shall be prepared and signed by the Indemnitor and Indemnitee and a written notice shall be delivered to the Escrow Agent directing the delivery of the applicable portion of the Escrow Amount to the Indemnitee based upon such resolution. If the parties are unable to reach an agreement within fifteen (15) Business Days, either the Indemnitor or the Indemnitee may demand arbitration of the matter (such arbitration to be conducted by JAMS in New York City) (unless the matter is at issue in a pending third party claimdemand, in which case arbitration shall not be commenced until such amount is ascertained or both persons agree to arbitration), and the matter shall be settled by arbitration conducted by one arbitrator mutually agreeable to the Indemnitor and the Indemnitee. In the event that within ten (10) days after submission of any dispute to arbitration, the Indemnitor and the Indemnitee cannot mutually agree on one arbitrator, the Indemnitor and the Indemnitee shall each select one arbitrator and the two arbitrators so selected shall select a third arbitrator. The arbitrator(s) shall set a limited time period and establish procedures designed to reduce the cost and time for discovery. The decision of the arbitrator or a majority of the arbitrators, as the case may be, as to the validity and amount of any claim for indemnification for Losses (a “Resolved Amount”) shall be binding and conclusive upon the Indemnitor and the Indemnitee. Such decision shall be delivered in writing and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrator(s). The Escrow Agent shall be entitled to act in accordance with any such judgment and make delivery of any portion of the Escrow Amount in accordance therewith. Judgment upon any award rendered by the arbitrator(s) may be entered in any court having jurisdictioncash.