Common use of Claims for Indemnification Clause in Contracts

Claims for Indemnification. If any Indemnitee shall believe that such Indemnitee is entitled to indemnification pursuant to this Article 9 in respect of any Damages, such Indemnitee shall give the appropriate Indemnifying Party prompt written notice thereof. Any such notice shall set forth in reasonable detail and to the extent then known the basis for such claim for indemnification. The failure of such Indemnitee to give notice of any claim for indemnification promptly, but within the applicable periods specified by Section 9.4, shall not adversely affect such Indemnitee’s right to indemnity hereunder except to the extent (and only to the extent) that such failure adversely affects the right of the Indemnifying Party to assert all reasonable defenses to such claim. Each such claim for indemnity shall expressly state that the Indemnifying Party shall have only the 20 calendar-day period referred to in the next sentence to dispute or deny such claim. The Indemnifying Party shall have 20 calendar days following its receipt of such notice either (y) to acquiesce in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9 by giving such Indemnitee written notice of such acquiescence or (z) to object to the claim by giving such Indemnitee written notice of the objection. If the Indemnifying Party does not object thereto within such 20 calendar-day period, such Indemnifying Party shall be deemed to have acquiesced in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9.

Claims for Indemnification. If any an Indemnitee shall believe believes that such Indemnitee it is entitled to indemnification pursuant to this Article 9 in respect of any DamagesSection 6, such Indemnitee shall give the appropriate Indemnifying Party prompt written notice thereofthereof to Indemnitor. Any such notice shall set forth in reasonable detail and to the extent then known the basis for such claim for indemnification. The failure of such Indemnitee to give notice of any claim for indemnification promptly, but within the applicable periods specified by Section 9.4, shall not adversely affect such Indemnitee’s right to indemnity hereunder except to the extent (and only to the extent) that such failure adversely affects the right of the Indemnifying Party to assert all reasonable defenses to such claim. Each such claim for indemnity indemnification shall expressly state that the Indemnifying Party Indemnitor shall have only the 20 calendar-ninety (90) day period referred to in the next sentence to dispute or deny such claim. The Indemnifying Party Indemnitor shall have 20 calendar ninety (90) days following its receipt of such notice either (ya) to acquiesce in such claim and its respective responsibilities Indemnitor’s responsibility to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9 Section 6 by giving such Indemnitee written notice of such acquiescence acquiescence, or (zb) to object to the claim by giving such Indemnitee written notice of the objection. If the Indemnifying Party Indemnitor does not object thereto acquiesce in such claim for indemnification within such 20 calendar-ninety (90) day period, such Indemnifying Party claim shall be deemed to have acquiesced in been objected to by Indemnitor. If Indemnitor objects, or is deemed to have objected, to such claim for indemnification within such ninety (90) day period but it is subsequently determined by a court of competent jurisdiction that Indemnitee is entitled to indemnification from Indemnitor, interest shall be deemed to have accrued on the unpaid amount of such indemnification from the date on which Indemnitee tendered payment in satisfaction of the liability or liabilities giving rise to such claim for indemnification until full payment of the amount of such indemnification at a rate equal to the lesser of (i) ten percent (10%) per annum and its respective responsibilities (ii) the maximum amount permitted by law, and Indemnitee shall be entitled to indemnify the Indemnitee in respect thereof in accordance with the terms payment of this Article 9such interest from Indemnitor.

Claims for Indemnification. If (a) Promptly after the receipt by Buyer or SFX of notice of (i) any Indemnitee shall believe that such Indemnitee is entitled to indemnification pursuant to this Article 9 in respect claim or (ii) the commencement of any Damagesaction, proceeding or litigation (collectively, "Litigation") which may entitle Buyer or SFX to indemnification, such Indemnitee party shall give the appropriate Indemnifying Party prompt Representative written notice thereof. Any such notice shall set forth in reasonable detail and to the extent then known the basis for of such claim for or the commencement of such Litigation. Promptly after the receipt by the Representative of notice of (i) any claim or (ii) the commencement of any Litigation which may entitle the Signing Stockholders to indemnification, the Representative shall give Buyer and SFX written notice of such claim or the commencement of such Litigation. The failure of such Indemnitee to give notice of any claim for indemnification promptly, but within the applicable periods specified by Section 9.4, Indemnified Party shall not adversely affect such Indemnitee’s right to indemnity hereunder except to the extent (and only to the extent) that such failure adversely affects the right of permit the Indemnifying Party to assert all reasonable defenses to such claim. Each assume the defense of any such claim for indemnity shall expressly state that or Litigation if (i) the Indemnifying Party shall have only gives written notice to the 20 calendar-day period referred Indemnified Party acknowledging the Indemnified Party's right to in the next sentence to dispute or deny such claim. The Indemnifying Party shall have 20 calendar days following its receipt of such notice either (y) to acquiesce in indemnification for such claim and its respective responsibilities or Litigation pursuant to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9 by giving such Indemnitee written notice of such acquiescence or Section 12, (zii) counsel to object to the claim by giving such Indemnitee written notice of the objection. If the Indemnifying Party is reasonably satisfactory to the Indemnified Party and (iii) the claim or Litigation seeks only money damages and does not object thereto within such 20 calendar-day period, such seek injunctive or other equitable relief. The failure to give the Indemnifying Party timely notice under this clause shall be deemed not preclude the Indemnified Party from seeking indemnification from the Indemnifying Party unless such failure has materially prejudiced the Indemnifying Party's ability to have acquiesced in defend such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9or Litigation.

Claims for Indemnification. If any Investor Indemnitee or Company Indemnitee (an "Indemnitee") shall believe that such Indemnitee is entitled to indemnification pursuant to this Article 9 Section 7 in respect of any Damages, such Indemnitee shall give the appropriate Indemnifying Party (which for purposes hereof, in the case of an Investor Indemnitee, means the Company, and in the case of a Company Indemnitee, means the Investor) prompt written notice thereof. Any such notice shall set forth in reasonable detail and to the extent then known the basis for such claim for indemnification. The failure of such Indemnitee to give notice of any claim for indemnification promptly, but within the applicable periods specified by Section 9.4, promptly shall not adversely affect such Indemnitee’s 's right to indemnity hereunder except to the extent (and only to the extent) that such failure adversely affects the right of the Indemnifying Party to assert all any reasonable defenses defense to such claim. Each such claim for indemnity shall expressly state that the Indemnifying Party shall have only the 20 calendar-twenty (20) business day period referred to in the next sentence to dispute or deny such claim. The Indemnifying Party shall have 20 calendar twenty (20) business days following its receipt of such notice either (ya) to acquiesce in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9 by giving such Indemnitee written notice of such acquiescence or (zb) to object to the claim by giving such Indemnitee written notice of the objection. If the Indemnifying Party does not object thereto within such 20 calendar-twenty (20) business day period, such Indemnitee shall be entitled to be indemnified for all Damages reasonably and proximately incurred by such Indemnitee in respect of such claim. If the Indemnifying Party objects to such claim in a timely manner, the senior management of the Company and the Investor shall meet to attempt to resolve such dispute. If the dispute cannot be resolved by the senior management either party may make a written demand for formal dispute resolution and specify therein the scope of the dispute. Within thirty days after such written notification, the parties agree to meet for one day with an impartial mediator and consider dispute resolution alternatives other than litigation. If an alternative method of dispute resolution is not agreed upon within thirty days after the one day mediation, either party may begin litigation proceedings. Nothing in this section shall be deemed to have acquiesced in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9require arbitration.

Claims for Indemnification. If any Indemnitee shall believe that such Indemnitee is entitled to indemnification pursuant to this Article 9 Section 10.1 in respect of any Damages, such Indemnitee shall give the appropriate Indemnifying Party prompt written notice thereof. Any such notice shall set forth in reasonable detail and to the extent then known the basis for such claim for indemnification. The failure of such Indemnitee to give notice of any claim for indemnification promptly, but within the applicable periods specified by Section 9.410.2(a) or 10.2(b), as the case may be, shall not adversely affect such Indemnitee’s right to indemnity hereunder except to the extent (and only to the extent) that such failure adversely affects the right of the Indemnifying Party to assert all any reasonable defenses defence to such claimclaim or to the extent that such failure increases the amount of liability or cost of the defence. Each such claim for indemnity shall expressly state that the Indemnifying Party shall have only the 20 calendar-day twenty (20) Business Day period referred to in the next sentence to dispute or deny such claim. The Indemnifying Party shall have 20 calendar days twenty (20) Business Days following its receipt of such notice either (yx) to acquiesce in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9 by giving such Indemnitee written notice of such acquiescence or (zy) to object to the claim by giving such Indemnitee written notice of the objection. If the Indemnifying Party does not object thereto within such 20 calendar-day twenty (20) Business Day period, such Indemnifying Party Indemnitee shall be deemed entitled to have acquiesced in be indemnified for all Damages reasonably and proximately incurred by such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof of such claim. If the Indemnifying Party objects to such claim in accordance with a timely manner, and such Indemnitee and the terms Indemnifying Party are unable to resolve their dispute within ten (10) Business Days following such objection (or such additional period of this Article 9time as may be mutually agreed to by such Persons), the claim shall be submitted immediately to arbitration pursuant to Section 12.12.

Claims for Indemnification. If any Indemnitee shall believe that such Indemnitee is entitled to indemnification pursuant to this Article 9 IX in respect of any Damages, such Indemnitee shall give the appropriate Indemnifying Party Parties prompt written notice thereof. Any such notice shall set forth in reasonable detail and to the extent then known the basis for such claim for indemnification. The failure of such Indemnitee to give notice of any claim for indemnification promptly, but within the applicable periods specified by Section 9.49.03(a) or (b), as the case may be, shall not adversely affect such Indemnitee’s 's right to indemnity hereunder except to the extent (and only to the extent) that such failure adversely affects the right of the Indemnifying Party Parties to assert all any reasonable defenses defense to such claim. Each such claim for indemnity shall expressly state that the Indemnifying Party Parties shall have only the 20 calendar-day twenty (20) Business Day period referred to in the next sentence to dispute or deny such claim. The Indemnifying Party Parties shall have 20 calendar days twenty (20) Business Days following its receipt of such notice either (y) to acquiesce in such claim and its their respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9 IX by giving such Indemnitee written notice of such acquiescence or (z) to object to the claim by giving such Indemnitee written notice of the objection. If the Indemnifying Party does Parties do not object thereto within such 20 calendar-day twenty (20) Business Day period, such Indemnifying Party Parties shall be deemed to have acquiesced in such claim and its their respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9IX.

Claims for Indemnification. If any Indemnitee shall believe that such Indemnitee is entitled to indemnification pursuant to this Article 9 Section in respect of any Damages, such Indemnitee shall give the appropriate Indemnifying Party (which for purposes hereof, in the case of an Investor Indemnitee, means the Company, and in the case of a Company Indemnitee, means the Investor) prompt written notice thereof. Any such notice shall set forth in reasonable detail and to the extent then known the basis for such claim for indemnification. The failure of such Indemnitee to give notice of any claim for indemnification promptly, but within the applicable periods specified by Section 9.4, promptly shall not adversely affect such Indemnitee’s 's right to indemnity hereunder except to the extent (and only to the extent) that such failure adversely affects the right of the Indemnifying Party to assert all any reasonable defenses defense to such claim. Each such claim for indemnity shall expressly state that the Indemnifying Party shall have only the 20 calendar-twenty (20) business day period referred to in the next sentence to dispute or deny such claim. The Indemnifying Party shall have 20 calendar twenty (20) business days following its receipt of such notice either (ya) to acquiesce in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9 by giving such Indemnitee written notice of such acquiescence or (zb) to object to the claim by giving such Indemnitee written notice of the objection. If the Indemnifying Party does not object thereto within such 20 calendar-twenty (20) business day period, such Indemnitee shall be entitled to be indemnified for all Damages reasonably and proximately incurred by such Indemnitee in respect of such claim. If the Indemnifying Party objects to such claim in a timely manner, the senior management of the Company and the Investor shall meet to attempt to resolve such dispute. If the dispute cannot be resolved by the senior management, either party may make a written demand for formal dispute resolution and specify therein the scope of the dispute. Within thirty (30) days after such written notification, the parties agree to meet for one (1) day with an impartial mediator and consider dispute resolution alternatives other than litigation. If an alternative method of dispute resolution is not agreed upon within thirty (30) days after the one (1) day mediation, either party may begin litigation proceedings. Nothing in this Section shall be deemed to have acquiesced in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9require arbitration.

Claims for Indemnification. If (a) Promptly after the receipt by Buyer or SFX of notice of (i) any Indemnitee shall believe that such Indemnitee is entitled to indemnification pursuant to this Article 9 in respect claim or (ii) the commencement of any Damagesaction, proceeding or litigation (collectively, "Litigation") which may entitle Buyer or SFX to indemnification, such Indemnitee party shall give the appropriate Indemnifying Party prompt Representative written notice thereof. Any such notice shall set forth in reasonable detail and to the extent then known the basis for of such claim for or the commencement of such Litigation. Promptly after the receipt by the Representative of notice of (i) any claim or (ii) the commencement of any Litigation which may entitle the Signing Partners to indemnification, the Representative shall give Buyer and SFX written notice of such claim or the commencement of such Litigation. The failure of such Indemnitee to give notice of any claim for indemnification promptly, but within the applicable periods specified by Section 9.4, Indemnified Party shall not adversely affect such Indemnitee’s right to indemnity hereunder except to the extent (and only to the extent) that such failure adversely affects the right of permit the Indemnifying Party to assert all reasonable defenses to such claim. Each assume the defense of any such claim for indemnity shall expressly state that or Litigation if (i) the Indemnifying Party shall have only gives written notice to the 20 calendar-day period referred Indemnified Party acknowledging the Indemnified Party's right to in the next sentence to dispute or deny such claim. The Indemnifying Party shall have 20 calendar days following its receipt of such notice either (y) to acquiesce in indemnification for such claim and its respective responsibilities or Litigation pursuant to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9 by giving such Indemnitee written notice of such acquiescence or Section 12, (zii) counsel to object to the claim by giving such Indemnitee written notice of the objection. If the Indemnifying Party is reasonably satisfactory to the Indemnified Party and (iii) the claim or Litigation seeks only money damages and does not object thereto within such 20 calendar-day period, such seek injunctive or other equitable relief. The failure to give the Indemnifying Party timely notice under this clause shall be deemed not preclude the Indemnified Party from seeking indemnification from the Indemnifying Party unless such failure has materially prejudiced the Indemnifying Party's ability to have acquiesced in defend such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9or Litigation.

Claims for Indemnification. If Whenever any Indemnitee claim arises for indemnification hereunder, the indemnified party (hereafter the "Indemnified Party") shall believe that such Indemnitee is entitled to indemnification pursuant to this Article 9 notify the indemnifying party (hereafter the "Indemnifying Party") in respect writing by registered or certified mail promptly after the Indemnified Party has actual knowledge of any Damages, such Indemnitee shall give the appropriate Indemnifying Party prompt written notice thereof. Any such notice shall set forth in reasonable detail and to the extent then known facts constituting the basis for such claim for indemnification(the "Notice of Claim"). Such notice shall specify all material facts known to the Indemnified Party giving rise to such indemnification right, and to the extent practicable, the amount or an estimate of the amount of the liability arising therefrom. The failure of such Indemnitee to give notice of any claim for indemnification promptly, but within the applicable periods specified by Section 9.4, shall not adversely affect such Indemnitee’s right to indemnity hereunder except to the extent (and only to the extent) that such failure adversely affects the right of the Indemnifying Indemnified Party to assert all reasonable defenses to such claim. Each such claim for indemnity shall expressly state that promptly notify the Indemnifying Party shall have only not relieve the 20 calendar-day period referred to in the next sentence to dispute or deny such claim. The Indemnifying Party of its obligation to indemnify in respect to such action and shall not relieve the Indemnifying Party of any other liability which they may have to any Indemnified Party unless such failure to notify the Indemnifying Party prejudices the rights of the Indemnifying Party. In addition to all other remedies provided hereunder or by law, Parent and Surviving Corporation shall have 20 calendar days following its receipt the right to make a claim against the Escrow Amount for any of such notice either (y) to acquiesce in such claim Parent's or Surviving Corporation's Damages. Parent and its respective responsibilities to indemnify Surviving Corporation agree that any claims for indemnification by Parent and/or Surviving Corporation made against the Indemnitee in respect thereof Shareholders shall first be satisfied with any amounts that have been paid into escrow in accordance with the terms of set forth in this Article 9 by giving such Indemnitee written notice of such acquiescence or (z) to object to the claim by giving such Indemnitee written notice of the objection. If the Indemnifying Party does not object thereto within such 20 calendar-day period, such Indemnifying Party shall be deemed to have acquiesced in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9Agreement.

Claims for Indemnification. If any Indemnitee shall believe that such Indemnitee is entitled to indemnification pursuant to this Article 9 in respect of any Damages, such Indemnitee shall give the appropriate Indemnifying Party prompt written notice thereof. Any such notice shall set forth in reasonable detail and to the extent then known the basis for such claim for indemnification. The failure of such Indemnitee to give notice of any claim for indemnification promptly, but within the applicable periods specified by Section 9.4, shall not adversely affect such Indemnitee’s right to indemnity hereunder except to the extent (and only to the extent) that such failure adversely affects the right of the Indemnifying Party to assert all reasonable defenses to such claim. Each such claim for indemnity shall expressly state that the Indemnifying Party shall have only the 20 30 calendar-day period referred to in the next sentence to dispute or deny such claim. The Indemnifying Party shall have 20 30 calendar days following its receipt of such notice either (y) to acquiesce in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9 by giving such Indemnitee written notice of such acquiescence or (z) to object to the claim by giving such Indemnitee written notice of the objection. If the Indemnifying Party does not object thereto within such 20 calendar-day period, such Indemnifying Party shall be deemed to have acquiesced in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9.

Claims for Indemnification. If any Indemnitee shall believe that such Indemnitee is entitled to indemnification pursuant to this Article 9 in respect of any Damages, such Indemnitee shall give the appropriate Indemnifying Party prompt written notice thereof. Any such notice shall set forth in reasonable detail and to the extent then known the basis for such claim for indemnification. The failure of such Indemnitee to give notice of any claim for indemnification promptly, but within the applicable periods specified by Section 9.4Sections 9.4(a) or (b), shall not adversely affect such Indemnitee’s right to indemnity hereunder except to the extent (and only to the extent) that such failure adversely affects the right of the Indemnifying Party to assert all reasonable defenses to such claim. Each such claim for indemnity shall expressly state that the Indemnifying Party shall have only the 20 calendar-day period referred to in the next sentence to dispute or deny such claim. The Indemnifying Party shall have 20 calendar days following its receipt of such notice either (y) to acquiesce in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9 by giving such Indemnitee written notice of such acquiescence or (z) to object to the claim by giving such Indemnitee written notice of the objection. If the Indemnifying Party does not object thereto within such 20 calendar-day period, such Indemnifying Party shall be deemed to have acquiesced in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9.

Claims for Indemnification. If any Indemnitee shall believe that such Indemnitee is entitled to indemnification pursuant to this Article 9 in respect of any Damages, such Indemnitee shall give the appropriate Indemnifying Party prompt written notice thereof. Any such notice shall set forth in reasonable detail and to the extent then known the basis for such claim for indemnification. The failure of such Indemnitee to give notice of any claim for indemnification promptly, but within in no event beyond the applicable periods grace period specified by Section 9.49.4(b), shall not adversely affect such Indemnitee’s right to indemnity hereunder except to the extent (and only to the extent) that such failure adversely affects the right of the Indemnifying Party to assert all reasonable defenses to such claim. Each such claim for indemnity shall expressly state that the Indemnifying Party shall have only the 20 twenty (20) calendar-day period referred to in the next sentence to dispute or deny such claim. The Indemnifying Party shall have 20 twenty (20) calendar days following its receipt of such notice either (y) to acquiesce in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9 by giving such Indemnitee written notice of such acquiescence or (z) to object to the claim by giving such Indemnitee written notice of the objection. If the Indemnifying Party does not object thereto within such 20 twenty (20) calendar-day period, such Indemnifying Party shall be deemed to have acquiesced in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9.

Claims for Indemnification. If any Indemnitee shall believe that such Indemnitee is entitled to indemnification pursuant to this Article 9 IX in respect of any Damages, such Indemnitee shall give the appropriate Indemnifying Party prompt written notice thereof. Any such notice shall set forth in reasonable detail and to the extent then known the basis for such claim for indemnification. The failure of such Indemnitee to give notice of any claim for indemnification promptly, but within the applicable periods specified by Section 9.4, promptly shall not adversely affect such Indemnitee’s right to indemnity hereunder except to the extent (and only to the extent) that such failure adversely affects the right of the Indemnifying Party to assert all reasonable defenses to such claim. Each such claim for indemnity shall expressly state that the Indemnifying Party shall have only the 20 calendar-thirty (30) calendar day period referred to in the next sentence to dispute or deny such claim. The Indemnifying Party shall have 20 thirty (30) calendar days following its receipt of such notice either (ya) to acquiesce in such claim and its respective responsibilities the responsibility to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9 IX by giving such Indemnitee written notice of such acquiescence or (zb) to object to the claim by giving such Indemnitee written notice of the objection. If the Indemnifying Party does not object thereto within such 20 calendar-thirty (30) calendar day period, such the Indemnifying Party shall be deemed to have acquiesced in such claim and its respective responsibilities the responsibility to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9IX.

Claims for Indemnification. If any Indemnitee shall believe -------------------------- that such Indemnitee is entitled to indemnification pursuant to this Article 9 IX in respect of any Damages, such Indemnitee shall give the appropriate Indemnifying Party Parties prompt written notice thereof. Any such notice shall set forth in reasonable detail and to the extent then known the basis for such claim for indemnification. The failure of such Indemnitee to give notice of any claim for indemnification promptly, but within the applicable periods specified by Section 9.49.02, as the case may be, shall not adversely affect such Indemnitee’s 's right to indemnity hereunder except to the extent (and only to the extent) that such failure adversely affects the right of the Indemnifying Party Parties to assert all any reasonable defenses defense to such claim. Each such claim for indemnity shall expressly state that the Indemnifying Party Parties shall have only the 20 calendar-day thirty (30) Business Day period referred to in the next sentence to dispute or deny such claim. The Indemnifying Party Parties shall have 20 calendar days thirty (30) Business Days following its receipt of such notice either (y) to acquiesce in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9 by giving such Indemnitee written notice of such acquiescence or (z) to object to the claim by giving such Indemnitee written notice of the objection. If the Indemnifying Party does not object thereto within such 20 calendar-day period, such Indemnifying Party shall be deemed to have acquiesced in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9.

Claims for Indemnification. If any Indemnitee shall believe that such Indemnitee is A Party entitled to indemnification pursuant to under this Article 9 in respect 11 (an “Indemnified Party”) shall give prompt written notification, with sufficient detail to allow the receiving Party to make an assessment thereof, to the Party from whom indemnification is sought (the “Indemnifying Party”) of the commencement of any Damagesaction, such Indemnitee shall give suit or proceeding relating to a Third Party claim for which indemnification may be sought or, if earlier, upon the appropriate Indemnifying Party prompt written notice thereof. Any such notice shall set forth in reasonable detail and to the extent then known the basis for assertion of any such claim for indemnification. The by a Third Party (it being understood and agreed, however, that the failure of such Indemnitee by an Indemnified Party to give notice of any a Third Party claim for indemnification promptly, but within the applicable periods specified by as provided in this Section 9.4, 10.3 shall not adversely affect such Indemnitee’s right to indemnity hereunder relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent (and only to the extent) extent that such Indemnifying Party is actually damaged as a result of such failure adversely affects to give notice). Except with respect to indemnification claims pursuant to Section 11.2(d), in which case AbbVie shall have the first right to assume the defense of such claim in accordance with Section 8.3.2, within fourteen (14) days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to assert all reasonable defenses to such claim. Each such claim for indemnity shall expressly state that the Indemnifying Party shall have only Indemnified Party, assume control of the 20 calendar-day period referred to in the next sentence to dispute or deny such claim. The Indemnifying Party shall have 20 calendar days following its receipt defense of such notice either (y) to acquiesce in such action, suit, proceeding or claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9 by giving such Indemnitee written notice of such acquiescence or (z) to object counsel reasonably satisfactory to the claim by giving such Indemnitee written notice of the objectionIndemnified Party. If the Indemnifying Party does not object thereto assume control of such defense, the Indemnified Party shall control such defense and, without limiting the Indemnifying Party’s indemnification obligations, the Indemnifying Party shall reimburse the Indemnified Party for all reasonable and documented costs, including attorney fees, incurred by the Indemnified Party in defending itself within thirty (30) days after receipt of any invoice therefore from the Indemnified Party. The Party not controlling such 20 calendar-day perioddefense may monitor and participate in the controlling Party’s defense at its own expense; provided that, if the Indemnifying Party assumes control of such defense and the Indemnified Party in good faith concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such action, suit, proceeding or claim, the Indemnifying Party shall be deemed responsible for the reasonable fees and expenses of separate counsel to have acquiesced the Indemnified Party in connection therewith. The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. The Party not controlling such defense shall cooperate with the controlling Party and shall make available to the controlling Party all witnesses, information and materials in such Party’s possession or under such Party’s control relating thereto as are reasonably required by the controlling Party, subject to appropriate provisions for the protection of confidentiality. The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim and its respective responsibilities without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not agree to indemnify the Indemnitee any settlement of such action, suit, proceeding or claim or consent to any judgment in respect thereof in accordance that is not solely for monetary damages, that does not include a complete and unconditional release of the Indemnified Party from all liability with respect thereto, that imposes any liability or obligation on the terms Indemnified Party, or that acknowledges fault by the Indemnified Party without the prior written consent of this Article 9the Indemnified Party, which consent shall not be unreasonably withheld.

Claims for Indemnification. If any Indemnitee shall believe that such Indemnitee is entitled to indemnification pursuant to this Article 9 VIII in respect of any Damages, such Indemnitee shall give the appropriate Indemnifying Party prompt written notice thereof. Any claim for indemnification arising under Section 8.02 may be brought by any Person who was a shareholder of Parent immediately prior to the Effective Time. Any such notice shall set forth in reasonable detail and to the extent then known the basis for such claim for indemnification. The failure of such Indemnitee to give notice of any claim for indemnification promptly, but within the applicable periods specified by Section 9.48.04, shall not adversely affect such Indemnitee’s right to indemnity hereunder except to the extent (and only to the extent) that such failure adversely affects the right of the Indemnifying Party to assert all reasonable defenses to such claim. Each such claim for indemnity shall expressly state that the Indemnifying Party shall have only the 20 calendar-day period referred to in the next sentence to dispute or deny such claim. The Indemnifying Party shall have 20 thirty (30) calendar days following its receipt of such notice either (yi) to acquiesce in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9 VIII by giving such Indemnitee written notice of such acquiescence or (zii) to object to the claim by giving such Indemnitee written notice of the objection. If the Indemnifying Party does not object thereto within such 20 30 calendar-day period, such Indemnifying Party shall be deemed to have acquiesced in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9VIII.

Claims for Indemnification. If any Indemnitee shall believe that such Indemnitee is entitled to indemnification pursuant to this Article 9 ARTICLE VIII in respect of any Damages, such Indemnitee shall give the appropriate Indemnifying Party prompt written notice thereof. Any such notice shall set forth in reasonable detail and to the extent then known the basis for such claim for indemnification. The failure of such Indemnitee to give notice of any claim for indemnification promptly, but within the applicable periods specified by Section 9.4, SECTION 8.2 shall not adversely affect such Indemnitee’s 's right to indemnity hereunder except to the extent (and only to the extent) that such failure adversely affects the right of the Indemnifying Party to assert all any reasonable defenses defense to such claim. Each such claim for indemnity shall expressly state that the Indemnifying Party shall have only the 20 calendar-day twenty (20) Business Day period referred to in the next sentence to dispute or deny such claim. The Indemnifying Party shall have 20 calendar days twenty (20) Business Days following its receipt of such notice either (ya) to acquiesce in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9 ARTICLE VIII by giving such Indemnitee written notice of such acquiescence or (zb) to object to the claim by giving such Indemnitee written notice of the objection. If the Indemnifying Party does not object thereto within such 20 calendar-day twenty (20) Business Day period, such Indemnifying Party shall be deemed to have acquiesced in such claim and its their respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9ARTICLE VIII.

Claims for Indemnification. If any Indemnitee shall believe that such Indemnitee is entitled to indemnification pursuant to this Article 9 in respect of any DamagesIX, such Indemnitee shall give the appropriate Indemnifying Party Parties prompt written notice thereof. Any such notice shall set forth in reasonable detail and to the extent then known the basis for such claim for indemnification. The failure of such Indemnitee to give notice of any claim for indemnification promptly, but within the applicable periods specified by Section 9.49.02, shall not adversely affect such Indemnitee’s right to indemnity hereunder except to the extent (and only to the extent) that such failure adversely affects the right of the Indemnifying Party Parties to assert all any reasonable defenses defense to such claim. Each such claim for indemnity shall expressly state that the Indemnifying Party Parties shall have only the 20 calendar-day twenty (20) Business Day period referred to in the next sentence to dispute or deny such claim. The Indemnifying Party Parties shall have 20 calendar days twenty (20) Business Days following its receipt of such notice either (y) to acquiesce in such claim and its their respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9 IX by giving such Indemnitee written notice of such acquiescence or (z) to object to the claim by giving such Indemnitee written notice of the objection. If the Indemnifying Party does Parties do not object thereto within such 20 calendar-day twenty (20) Business Day period, such Indemnifying Party Parties shall be deemed to have acquiesced in such claim and its their respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9IX. If the Indemnifying Parties object to the claim within such twenty (20) Business Day period, the Indemnitee and the Indemnifying Parties shall resolve such dispute raised by the notice of such objection in accordance with the procedures set forth in Section 11.10.

Claims for Indemnification. If any Indemnitee shall believe that such Indemnitee is entitled to indemnification pursuant to this Article 9 IX in respect of any Damages, such Indemnitee shall give the appropriate Indemnifying Party prompt written notice thereof. Any such notice shall set forth in reasonable detail and to the extent then known the basis for such claim for indemnification. The failure of such Indemnitee to give notice of any claim for indemnification promptly, but within the applicable periods specified by Section 9.4, promptly shall not adversely affect such Indemnitee’s 's right to indemnity hereunder except to the extent (and only to the extent) that such failure materially adversely affects the right of the Indemnifying Party to assert all any reasonable defenses defense to such claim. Each such claim for indemnity shall expressly state that the Indemnifying Party shall have only the 20 calendar30-day period referred to in the next sentence to dispute or deny such claim. The Indemnifying Party shall have 20 calendar 30 days following its receipt of such notice either (ya) to acquiesce in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9 by giving such Indemnitee written notice of such acquiescence or (zb) to object to the claim by giving such Indemnitee written notice of the objection. If the Indemnifying Party does not object thereto within such 20 calendar30-day period, such Indemnifying Party Indemnitee shall be deemed entitled to have acquiesced in be indemnified for all Damages reasonably and proximately incurred by such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof of such claim. If the Indemnifying Party objects to such claim in accordance with a timely manner, and such Indemnitee and the terms Indemnifying Party are unable to resolve their dispute within 30 days following such objection (or such additional period of this Article 9time as may be mutually agreed to by such Persons), the claim shall be submitted immediately to arbitration pursuant to Section 11.11.

Claims for Indemnification. If any Investor Indemnitee or Company Indemnitee (an "INDEMNITEE") shall believe that such Indemnitee is entitled to indemnification pursuant to this Article 9 Section 8 in respect of any Damages, such Indemnitee shall give the appropriate Indemnifying Party (which for purposes hereof, in the case of an Investor Indemnitee, means the Company, and in the case of a Company Indemnitee, means the Investor) prompt written notice thereof. Any such notice shall set forth in reasonable detail and to the extent then known the basis for such claim for indemnification. The failure of such Indemnitee to give notice of any claim for indemnification promptly, but within the applicable periods specified by Section 9.4, promptly shall not adversely affect such Indemnitee’s 's right to indemnity hereunder except to the extent (and only to the extent) that such failure adversely affects the right of the Indemnifying Party to assert all any reasonable defenses defense to such claim. Each such claim for indemnity shall expressly state that the Indemnifying Party shall have only the 20 calendar-twenty (20) business day period referred to in the next sentence to dispute or deny such claim. The Indemnifying Party shall have 20 calendar twenty (20) business days following its receipt of such notice either (ya) to acquiesce in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9 by giving such Indemnitee written notice of such acquiescence or (zb) to object to the claim by giving such Indemnitee written notice of the objection. If the Indemnifying Party does not object thereto within such 20 calendar-twenty (20) business day period, such Indemnitee shall be entitled to be indemnified for all Damages reasonably and proximately incurred by such Indemnitee in respect of such claim. If the Indemnifying Party objects to such claim in a timely manner, the senior management of the Company and the Investor shall meet to attempt to resolve such dispute. If the dispute cannot be resolved by the senior management, either party may make a written demand for formal dispute resolution and specify therein the scope of the dispute. Within thirty (30) days after such written notification, the parties agree to meet for one (1) day with an impartial mediator and consider dispute resolution alternatives other than litigation. If an alternative method of dispute resolution is not agreed upon within thirty days after the one day mediation, either party may begin litigation proceedings. Nothing in this section shall be deemed to have acquiesced in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9require arbitration.

Claims for Indemnification. If any Investor Indemnitee or Company Indemnitee (an "Indemnitee") shall believe that such Indemnitee is entitled to indemnification pursuant to this Article 9 Section 8 in respect of any Damages, such Indemnitee shall give the appropriate Indemnifying Party (which for purposes hereof, in the case of an Investor Indemnitee, means the Company, and in the case of a Company Indemnitee, means the Investor) prompt written notice thereof. Any such notice shall set forth in reasonable detail and to the extent then known the basis for such claim for indemnification. The failure of such Indemnitee to give notice of any claim for indemnification promptly, but within the applicable periods specified by Section 9.4, promptly shall not adversely affect such Indemnitee’s 's right to indemnity hereunder except to the extent (and only to the extent) that such failure adversely affects the right of the Indemnifying Party to assert all any reasonable defenses defense to such claim. Each As soon as practicable following receipt of such claim for indemnity shall expressly state that notice, if the Indemnifying Party shall have only the 20 calendar-day period referred objects to in the next sentence to dispute or deny such claim. The Indemnifying Party shall have 20 calendar days following its receipt of such notice either (y) to acquiesce in such claim and its respective responsibilities to indemnify , the Indemnitee in respect thereof in accordance with the terms of this Article 9 by giving such Indemnitee written notice of such acquiescence or (z) to object to the claim by giving such Indemnitee written notice senior management of the objectionCompany and the Investor shall meet to attempt to resolve such dispute. If the Indemnifying Party does dispute cannot object thereto be resolved by the senior management, either party may make a written demand for formal dispute resolution and specify therein the scope of the dispute. Within 30 days after such written notification, the parties agree to meet for one day with an impartial mediator and consider dispute resolution alternatives other than litigation. If an alternative method of dispute resolution is not agreed upon within such 20 calendar-thirty days after the one day periodmediation, such Indemnifying Party either party may begin litigation proceedings. Nothing in this section shall be deemed to have acquiesced in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9require arbitration.

Claims for Indemnification. If any Indemnitee shall believe that such Indemnitee is entitled to indemnification pursuant to this Article 9 in respect of any DamagesIX, such Indemnitee shall give the appropriate Indemnifying Party Parties prompt written notice thereof. Any such notice shall set forth in reasonable detail and to the extent then known the basis for such claim for indemnification. The failure of such Indemnitee to give notice of any claim for indemnification promptly, but within the applicable periods specified by Section 9.49.02, shall not adversely affect such Indemnitee’s 's right to indemnity hereunder except to the extent (and only to the extent) that such failure adversely affects the right of the Indemnifying Party Parties to assert all any reasonable defenses defense to such claim. Each such claim for indemnity shall expressly state that the Indemnifying Party Parties shall have only the 20 calendar-thirty (30) day period referred to in the next sentence to dispute or deny such claim. The Indemnifying Party Parties shall have 20 calendar thirty (30) days following its receipt of such notice either (y) to acquiesce in such claim and its their respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9 IX by giving such Indemnitee written notice of such acquiescence or (z) to object to the claim by giving such Indemnitee written notice of the objection. If the Indemnifying Party does not object thereto within such 20 calendar-day period, such Indemnifying Party shall be deemed to have acquiesced in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9.

Claims for Indemnification. If any Indemnitee shall believe that such Indemnitee is entitled to indemnification pursuant to this Article 9 IX in respect of any Damages, such Indemnitee shall give the appropriate Indemnifying Party prompt written notice thereof. Any such notice shall set forth in reasonable detail and to the extent then known the basis for such claim for indemnification. The failure of such Indemnitee to give notice of any claim for indemnification promptly, but within the applicable periods specified by Section 9.4, promptly shall not adversely affect such Indemnitee’s 's right to indemnity hereunder except to the extent (and only to the extent) that such failure materially adversely affects the right of the Indemnifying Party to assert all any reasonable defenses defense to such claim. Each such claim for indemnity shall expressly state that the Indemnifying Party shall have only the 20 calendar-day period referred to in the next sentence to dispute or deny such claim. The Indemnifying Party shall have 20 calendar 30 days following its receipt of such notice either (ya) to acquiesce in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9 by giving such Indemnitee written notice of such acquiescence or (zb) to object to the claim by giving such Indemnitee written notice of the objection. If the Indemnifying Party does not object thereto within such 20 calendar30-day period, such Indemnifying Party Indemnitee shall be deemed entitled to have acquiesced in be indemnified for all Damages reasonably and proximately incurred by such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof of such claim. If the Indemnifying Party objects to such claim in accordance with a timely manner, and such Indemnitee and the terms Indemnifying Party are unable to resolve their dispute within 30 days following such objection (or such additional period of this Article 9time as may be mutually agreed to by such Persons), the claim shall be submitted immediately to arbitration pursuant to Section 11.11.

Claims for Indemnification. If any Indemnitee shall believe that such Indemnitee is entitled to indemnification pursuant to this Article Section 9 in respect of any Damages, such Indemnitee shall give the appropriate Indemnifying Party prompt written notice thereof. Any such notice shall set forth in reasonable detail and to the extent then known the basis for such claim for indemnification. The failure of such Indemnitee to give notice of any claim for indemnification promptly, but within the applicable periods specified by Section 9.4, promptly shall not adversely affect such Indemnitee’s 's right to indemnity hereunder except to the extent (and only to the extent) that such failure adversely affects the right of the Indemnifying Party to assert all any reasonable defenses defense to such claim. Each such claim for indemnity shall expressly state that the Indemnifying Party shall have only the 20 calendar-day Business Day period referred to below in the next sentence this Section 9.3 to dispute or deny such claim. As used in this Agreement, the term "Business Day" means each Monday, Tuesday, Wednesday, Thursday or Friday that banks in Boston, Massachusetts are not required by law to be closed. The Indemnifying Party shall have 20 calendar days Business Days following its receipt of such notice either (yi) to acquiesce in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9 by giving such Indemnitee written notice of such acquiescence or (zii) to object to the claim by giving such Indemnitee written notice of the objection. If the Indemnifying Party does not object thereto within such 20 calendar-day Business Day period, such Indemnitee shall be entitled to be indemnified for all Damages reasonably and proximately incurred by such Indemnitee in respect of such claim. If the Indemnifying Party objects to such claim in a timely manner, the senior management of the Company and the relevant Purchaser or Purchasers shall meet to attempt to resolve such dispute. If the dispute cannot be resolved by senior management of the Company and Purchaser, either party may make a written demand for formal dispute resolution and specify therein the scope of the dispute. Within 30 days after such written notification, the Parties agree to meet for one day with an impartial mediator and consider dispute resolution alternatives other than litigation. If an alternative method of dispute resolution is not agreed upon within 30 days after the one-day mediation, either party may begin litigation proceedings. Nothing in this Section 9.3 shall be deemed to have acquiesced in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9require arbitration.

Claims for Indemnification. If any Indemnitee shall believe that such Indemnitee is entitled to indemnification pursuant to this Article 9 ARTICLE VIII in respect of any Damages, such Indemnitee shall give the appropriate Indemnifying Party prompt written notice thereof. Any such notice shall set forth in reasonable detail and to the extent then known the basis for such claim for indemnification. The failure of such Indemnitee to give notice of any claim for indemnification promptly, but within the applicable periods specified by Section 9.4SECTION 8.02(A), (b) or (c), as the case may be, shall not adversely affect such Indemnitee’s 's right to indemnity hereunder except to the extent (and only to the extent) that such failure adversely affects the right of the Indemnifying Party to assert all any reasonable defenses defense to such claim. Each such claim for indemnity shall expressly state that the Indemnifying Party shall have only the 20 calendar-day twenty (20) Business Day period referred to in the next sentence to dispute or deny such claim. The Indemnifying Party shall have 20 calendar days twenty (20) Business Days following its receipt of such notice either (y) to acquiesce in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9 ARTICLE VIII by giving such Indemnitee written notice of such acquiescence or (z) to object to the claim by giving such Indemnitee written notice of the objection. If the Indemnifying Party does not object thereto within such 20 calendar-day twenty (20) Business Day period, such Indemnifying Party shall be deemed to have acquiesced in such claim and its their respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9ARTICLE VIII.

Claims for Indemnification. If any Investor Indemnitee or Company -------------------------- Indemnitee (an "Indemnitee") shall believe that such Indemnitee is entitled to ---------- indemnification pursuant to this Article Section 9 in respect of any Damages, such Indemnitee shall give the appropriate Indemnifying Party (which for purposes hereof, in the case of an Investor Indemnitee, means the Company, and in the case of a Company Indemnitee, means the Investor) prompt written notice thereof. Any such notice shall set forth in reasonable detail and to the extent then known the basis for such claim for indemnification. The failure of such Indemnitee to give notice of any claim for indemnification promptly, but within the applicable periods specified by Section 9.4, promptly shall not adversely affect such Indemnitee’s 's right to indemnity hereunder except to the extent (and only to the extent) that such failure adversely affects the right of the Indemnifying Party to assert all any reasonable defenses defense to such claim. Each such claim for indemnity shall expressly state that the Indemnifying Party shall have only the 20 calendar-twenty (20) business day period referred to in the next sentence to dispute or deny such claim. The Indemnifying Party shall have 20 calendar twenty (20) business days following its receipt of such notice either (ya) to acquiesce in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9 by giving such Indemnitee written notice of such acquiescence or (zb) to object to the claim by giving such Indemnitee written notice of the objection. If the Indemnifying Party does not object thereto within such 20 calendar-twenty (20) business day period, such Indemnitee shall be entitled to be indemnified for all Damages reasonably and proximately incurred by such Indemnitee in respect of such claim. If the Indemnifying Party objects to such claim in a timely manner, the senior management of the Company and the Investor shall meet to attempt to resolve such dispute. If the dispute cannot be resolved by the senior management either party may make a written demand for formal dispute resolution and specify therein the scope of the dispute. Within thirty (30) days after such written notification, the parties agree to meet for one (1) day with an impartial mediator and consider dispute resolution alternatives other than litigation. If an alternative method of dispute resolution is not agreed upon within thirty days after the one day mediation, either party may begin litigation proceedings. Nothing in this section shall be deemed to have acquiesced in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9require arbitration.

Claims for Indemnification. If any Investor Indemnitee or Company Indemnitee (an "INDEMNITEE") shall believe that such Indemnitee is entitled to indemnification pursuant to this Article 9 Section 7 in respect of any Damages, such Indemnitee shall give the appropriate Indemnifying Party (which for purposes hereof, in the case of an Investor Indemnitee, means the Company, and in the case of a Company Indemnitee, means the Investor) prompt written notice thereof. Any such notice shall set forth in reasonable detail and to the extent then known the basis for such claim for indemnification. The failure of such Indemnitee to give notice of any claim for indemnification promptly, but within the applicable periods specified by Section 9.4, promptly shall not adversely affect such Indemnitee’s 's right to indemnity hereunder except to the extent (and only to the extent) that such failure adversely affects the right of the Indemnifying Party to assert all any reasonable defenses defense to such claim. Each such claim for indemnity shall expressly state that the Indemnifying Party shall have only the 20 calendar-twenty (20) business day period referred to in the next sentence to dispute or deny such claim. The Indemnifying Party shall have 20 calendar twenty (20) business days following its receipt of such notice either (ya) to acquiesce in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9 by giving such Indemnitee written notice of such acquiescence or (zb) to object to the claim by giving such Indemnitee written notice of the objection. If the Indemnifying Party does not object thereto within such 20 calendar-twenty (20) business day period, such Indemnitee shall be entitled to be indemnified for all Damages reasonably and proximately incurred by such Indemnitee in respect of such claim. If the Indemnifying Party objects to such claim in a timely manner, the senior management of the Company and Investor shall meet to attempt to resolve such dispute. If the dispute cannot be resolved by the senior management, either party may make a written demand for formal dispute resolution and specify therein the scope of the dispute. Within thirty days after such written notification, the parties agree to meet for one day with an impartial mediator and consider dispute resolution alternatives other than litigation. If an alternative method of dispute resolution is not agreed upon within thirty days after the one day mediation, either party may begin litigation proceedings. Nothing in this section shall be deemed to have acquiesced in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9require arbitration.

Claims for Indemnification. If any Indemnitee shall believe that such Indemnitee is entitled to indemnification pursuant to this Article 9 VII in respect of any Damages, such Indemnitee shall give the appropriate Indemnifying Party prompt written notice thereof. Any such notice shall set forth in reasonable renewable detail and to the extent then known the basis for such claim for indemnification. The failure of such Indemnitee to give notice of any claim for indemnification promptly, but within the applicable periods specified by Section 9.4, promptly shall not adversely affect such Indemnitee’s 's right to indemnity hereunder except to the extent (and only to the extent) that such failure materially adversely affects the right of the Indemnifying Party to assert all any reasonable defenses defense to such claim. Each such claim for indemnity shall expressly state that the Indemnifying Party shall have only the 20 calendar-day ten (10) Business Day period referred to in the next sentence to dispute or deny such claim. The Indemnifying Party shall have 20 calendar days ten (10) Business Days following its receipt the delivery of such notice to it either (ya) to acquiesce in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9 by giving such Indemnitee written notice of such acquiescence or (zb) to object to the claim by giving such Indemnitee written notice of the objection. If the Indemnifying Party does not object thereto within such 20 calendar-day ten (10) Business Day period, such Indemnifying Party Indemnitee shall be deemed entitled to have acquiesced in be indemnified for all Damages reasonably and proximately incurred by such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with of such claim. If the terms Indemnifying Patty objects to such claim xx x timely manner, and such Indemnitee and the Indemnifying Party are unable to resolve their dispute within ten (10) Business Days following such objection (or such additional period of this Article 9time as may be mutually agreed to by such Persons), the claim shall be submitted immediately to arbitration pursuant to Section 9.11.

Claims for Indemnification. If any Indemnitee shall believe that such Indemnitee is entitled to indemnification pursuant to this Article 9 in respect of any Damages, such Indemnitee shall give the appropriate Indemnifying Party prompt written notice thereof. Any such notice shall set forth in reasonable detail and to the extent then known the basis for such claim for indemnification. The failure of such Indemnitee to give notice of any claim for indemnification promptly, but within the applicable periods specified by Section 9.4Sections 9.4(a) or (b), shall not adversely affect such Indemnitee’s right to indemnity hereunder except to the extent (and only to the extent) that such failure adversely affects the right of the Indemnifying Party to assert all reasonable defenses to such claim. Each such claim for indemnity shall expressly state that the Indemnifying Party shall have only the 20 calendar-day period referred to in the next sentence to dispute or deny such claim. The Indemnifying Party shall have 20 calendar days following its receipt of such notice either (ya) to acquiesce in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9 by giving such Indemnitee written notice of such acquiescence or (zb) to object to the claim by giving such Indemnitee written notice of the objection. If the Indemnifying Party does not object thereto within such 20 calendar-day period, such Indemnifying Party shall be deemed to have acquiesced in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9.

Claims for Indemnification. If any Investor Indemnitee or Company Indemnitee (an "Indemnitee") shall believe that such Indemnitee is entitled to indemnification pursuant to this Article 9 Section 8 in respect of any Damages, such Indemnitee shall give the appropriate Indemnifying Party (which for purposes hereof, in the case of an Investor Indemnitee, means the Company, and in the case of a Company Indemnitee, means the Investor) prompt written notice thereof. Any such notice shall set forth in reasonable detail and to the extent then known the basis for such claim for indemnification. The failure of such Indemnitee to give notice of any claim for indemnification promptly, but within the applicable periods specified by Section 9.4, promptly shall not adversely affect such Indemnitee’s 's right to indemnity hereunder except to the extent (and only to the extent) that such failure adversely affects the right of the Indemnifying Party to assert all any reasonable defenses defense to such claim. Each such claim for indemnity shall expressly state that the Indemnifying Party shall have only the 20 calendar-business day period referred to in the next sentence to dispute or deny such claim. The Indemnifying Party shall have 20 calendar business days following its receipt of such notice either (yi) to acquiesce in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9 by giving such Indemnitee written notice of such acquiescence or (zii) to object to the claim by giving such Indemnitee written notice of the objection. If the Indemnifying Party does not object thereto within such 20 calendar-business day period, such Indemnitee shall be entitled to be indemnified for all Damages reasonably and proximately incurred by such Indemnitee in respect of such claim. If the Indemnifying Party objects to such claim in a timely manner, the senior management of the Company and the Investor shall meet to attempt to resolve such dispute. If the dispute cannot be resolved by the senior management, either party may make a written demand for formal dispute resolution and specify therein the scope of the dispute. Within 30 days after such written notification, the parties agree to meet for one day with an impartial mediator and consider dispute resolution alternatives other than litigation. If an alternative method of dispute resolution is not agreed upon within thirty days after the one day mediation, either party may begin litigation proceedings. Nothing in this section shall be deemed to have acquiesced in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9require arbitration.

Claims for Indemnification. If any Buyer Indemnitee shall believe that such Buyer Indemnitee is entitled to indemnification pursuant to this Article 9 IX in respect of any Damages, such Buyer Indemnitee shall give the appropriate Indemnifying Party Seller prompt written notice thereof. Any such notice shall set forth in reasonable detail and to the extent then known the basis for such claim for indemnification. The failure of such Buyer Indemnitee to give notice of any claim for indemnification promptly, but within the applicable periods specified by Section 9.4, promptly shall not adversely affect such Buyer Indemnitee’s 's right to indemnity hereunder except to the extent (and only to the extent) that such failure adversely affects the right of the Indemnifying Party Seller to assert all any reasonable defenses defense to such claim. Each such claim for indemnity shall expressly state that the Indemnifying Party The Seller shall have only the 20 calendar-day period referred to in the next sentence to dispute or deny such claim. The Indemnifying Party shall have 20 calendar days twenty (20) Business Days following its receipt of such notice either (y) to acquiesce in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9 by giving such Buyer Indemnitee written notice of such acquiescence or (z) to object to the claim by giving such Buyer Indemnitee written notice of the objection. If the Indemnifying Party Seller acquiesces in such claim or the Seller does not object thereto within such 20 calendar-day twenty (20) Business Day period, such Indemnifying Party Buyer Indemnitee shall be deemed entitled to have acquiesced be indemnified for all Damages incurred by such Buyer Indemnitee in respect of such claim. If the Seller timely objects to such claim and its respective responsibilities such Buyer Indemnitee and the Seller is unable to indemnify resolve their dispute within ten (10) Business Days following such objection (or such additional period of time as may be mutually agreed to by Buyer Indemnitee and the Indemnitee in respect thereof in accordance with Seller), the terms of this Article 9claim shall be submitted immediately to arbitration pursuant to Section 9.04.

Claims for Indemnification. If any Investor Indemnitee or Company Indemnitee (an "Indemnitee") shall believe that such Indemnitee is entitled to indemnification pursuant to this Article 9 Section 8 in respect of any Damages, such Indemnitee shall give the appropriate Indemnifying Party (which for purposes hereof, in the case of an Investor Indemnitee, means the Company, and in the case of a Company Indemnitee, means the Investor) prompt written notice thereof. Any such notice shall set forth in reasonable detail and to the extent then known the basis for such claim for indemnification. The failure of such Indemnitee to give notice of any claim for indemnification promptly, but within the applicable periods specified by Section 9.4, promptly shall not adversely affect such Indemnitee’s 's right to indemnity hereunder except to the extent (and only to the extent) that such failure adversely affects the right of the Indemnifying Party to assert all any reasonable defenses defense to such claim. Each such claim for indemnity shall expressly state that the Indemnifying Party shall have only the 20 calendar-twenty (20) business day period referred to in the next sentence to dispute or deny such claim. The Indemnifying Party shall have 20 calendar twenty (20) business days following its receipt of such notice either (ya) to acquiesce in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9 by giving such Indemnitee written notice of such acquiescence or (zb) to object to the claim by giving such Indemnitee written notice of the objection. If the Indemnifying Party does not object thereto within such 20 calendar-twenty (20) business day period, such Indemnifying Party Indemnitee shall be deemed entitled to have acquiesced in be indemnified for all Damages reasonably and proximately incurred by such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof of such claim. If the Indemnifying Party objects to such claim in accordance with a timely manner, the terms senior management of this Article 9.the Company and such Indemnitee shall meet to attempt to resolve such dispute. If the dispute

Claims for Indemnification. If any JDSU Indemnitee shall or Company Indemnitee (an “Indemnitee”) will believe that such Indemnitee is entitled to indemnification pursuant to this Article 9 Section 12 in respect of any Damages, such Indemnitee shall will give the appropriate Indemnifying Party (which for purposes hereof, in the case of an JDSU Indemnitee, means the Company, and in the case of a Company Indemnitee, means JDSU) prompt written notice thereof. Any such notice shall will set forth in reasonable detail and to the extent then known the basis for such claim for indemnification. The failure of such Indemnitee to give notice of any claim for indemnification promptly, but within the applicable periods specified by Section 9.4, shall promptly will not adversely affect such Indemnitee’s right to indemnity hereunder except to the extent (and only to the extent) that such failure adversely affects the right of the Indemnifying Party to assert all any reasonable defenses defense to such claim. Each such claim for indemnity shall will expressly state that the Indemnifying Party shall will have only the 20 calendar-twenty (20) business day period referred to in the next sentence to dispute or deny such claim. The Indemnifying Party shall will have 20 calendar twenty (20) business days following its receipt of such notice either (ya) to acquiesce in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9 by giving such Indemnitee written notice of such acquiescence or (zb) to object to the claim by giving such Indemnitee written notice of the objection. If the Indemnifying Party does not object thereto within such 20 calendar-twenty (20) business day period, such Indemnitee will be entitled to be indemnified for all Damages in respect of such claim. If the Indemnifying Party shall be deemed objects to have acquiesced in such claim in a timely manner, the senior management of the Company and its respective responsibilities JDSU will meet to indemnify attempt to resolve such dispute. If the Indemnitee in respect thereof dispute cannot be resolved by the senior management within twenty (20) business days of the date of an objection notice, either party may make a written demand for formal arbitration of the dispute in accordance with the terms provisions of this Article 9Section 12(f).

Claims for Indemnification. If any Investor Indemnitee or Company Indemnitee (an "INDEMNITEE") shall believe that such Indemnitee is entitled to indemnification pursuant to this Article 9 Section 10 in respect of any Damages, such Indemnitee shall give the appropriate Indemnifying Party (which for purposes hereof, in the case of an Investor Indemnitee, means the Company, and in the case of a Company Indemnitee, means the Investor) prompt written notice thereof. Any such notice shall set forth in reasonable detail and to the extent then known the basis for such claim for indemnification. The failure of such Indemnitee to give notice of any claim for indemnification promptly, but within the applicable periods specified by Section 9.4, promptly shall not adversely affect such Indemnitee’s 's right to indemnity hereunder except to the extent (and only to the extent) that such failure adversely affects the right of the 16 - 16 - Indemnifying Party to assert all any reasonable defenses defense to such claim. Each such claim for indemnity shall expressly state that the Indemnifying Party shall have only the 20 calendar-twenty (20) business day period referred to in the next sentence to dispute or deny such claim. The Indemnifying Party shall have 20 calendar twenty (20) business days following its receipt of such notice either (ya) to acquiesce in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9 by giving such Indemnitee written notice of such acquiescence or (zb) to object to the claim by giving such Indemnitee written notice of the objection. If the Indemnifying Party does not object thereto within such 20 calendar-twenty (20) business day period, such Indemnitee shall be entitled to be indemnified for all Damages reasonably incurred by such Indemnitee in respect of such claim. If the Indemnifying Party objects to such claim in a timely manner, the senior management of the Company and the Investor shall meet to attempt to resolve such dispute. If the dispute cannot be resolved by the senior management either party may make a written demand for formal dispute resolution and specify therein the scope of the dispute. Within thirty days after such written notification, the parties agree to meet for one day with an impartial mediator and consider dispute resolution alternatives other than litigation. If an alternative method of dispute resolution is not agreed upon within thirty days after the one day mediation, either party may begin litigation proceedings. Nothing in this section shall be deemed to have acquiesced in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9require arbitration.

Claims for Indemnification. If any Indemnitee shall believe that such Indemnitee is entitled to indemnification pursuant to this Article 9 IX in respect of any Damages, such Indemnitee shall give the appropriate Indemnifying Party prompt written notice thereof. Any such notice shall set forth in reasonable detail and to the extent then known the basis for such claim for indemnification. The failure of such Indemnitee to give notice of any claim for indemnification promptly, but within the applicable periods specified by Section 9.4, promptly shall not adversely affect such Indemnitee’s 's right to indemnity hereunder except to the extent (and only to the extent) that such failure materially adversely affects the right of the Indemnifying Party to assert all any reasonable defenses defense to such claim. Each such claim for indemnity shall expressly state that the Indemnifying Party shall have only the 20 calendar-day ten (10) Business Day period referred to in the next sentence to dispute or deny such claim. The Indemnifying Party shall have 20 calendar days ten (10) Business Days following its receipt of such notice either (ya) to acquiesce in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9 by giving such Indemnitee written notice of such acquiescence or (zb) to object to the claim by giving such Indemnitee written notice of the objection. If the Indemnifying Party does not object thereto within such 20 calendar-day ten (10) Business Day period, such Indemnifying Party Indemnitee shall be deemed entitled to have acquiesced in be indemnified for all Damages reasonably and proximately incurred by such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof of such claim. If the Indemnifying Party objects to such claim in accordance with a timely manner, and such Indemnitee and the terms Indemnifying Party are unable to resolve their dispute within ten (10) Business Days following such objection (or such additional period of this Article 9time as may be mutually agreed to by such Persons), the claim shall be submitted immediately to arbitration pursuant to Section 11.12.

Claims for Indemnification. If any Investor Indemnitee or Company Indemnitee (an "Indemnitee") shall believe that such Indemnitee is entitled to indemnification pursuant to this Article 9 Section 8 in respect of any Damages, such Indemnitee shall give the appropriate Indemnifying Party (which for purposes hereof, in the case of an Investor Indemnitee, means the Company, and in the case of a Company Indemnitee, means the Investor) prompt written notice thereof. Any such notice shall set forth in reasonable detail and to the extent then known the basis for such claim for indemnification. The failure of such Indemnitee to give notice of any claim for indemnification promptly, but within the applicable periods specified by Section 9.4, promptly shall not adversely affect such Indemnitee’s 's right to indemnity hereunder except to the extent (and only to the extent) that such failure adversely affects the right of the Indemnifying Party to assert all any reasonable defenses defense to such claim. Each such claim for indemnity shall expressly state that the Indemnifying Party shall have only the 20 calendar-twenty (20) business day period referred to in the next sentence to dispute or deny such claim. The Indemnifying Party shall have 20 calendar twenty (20) business days following its receipt of such notice either (ya) to acquiesce in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9 by giving such Indemnitee written notice of such acquiescence or (zb) to object to the claim by giving such Indemnitee written notice of the objection. If the Indemnifying Party does not object thereto within such 20 calendar-twenty (20) business day period, such Indemnitee shall be entitled to be indemnified for all Damages reasonably and proximately incurred by such Indemnitee in respect of such claim. If the Indemnifying Party objects to such claim in a timely manner, the senior management of the Company and such Indemnitee shall meet to attempt to resolve such dispute. If the dispute cannot be resolved by the senior management, either party may make a written demand for formal dispute resolution and specify therein the scope of the dispute. Within thirty (30) days after such written notification, the parties agree to meet for one (1) day with an impartial mediator and consider dispute resolution alternatives other than litigation. If an alternative method of dispute resolution is not agreed upon within thirty days after the one day mediation, either party may begin litigation proceedings. Nothing in this section shall be deemed to have acquiesced in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9require arbitration.

Claims for Indemnification. If any Indemnitee shall believe that such Indemnitee is entitled to indemnification pursuant to this Article 9 VIII in respect of any Damages, such Indemnitee shall give the appropriate Indemnifying Party Parties prompt written notice thereof. Any such notice shall set forth in reasonable detail and to the extent then known the basis for such claim for indemnification. The failure of such Indemnitee to give notice of any claim for indemnification promptly, but within the applicable periods specified by Section 9.48.02(a) or (b), as the case may be, shall not adversely affect such Indemnitee’s 's right to indemnity hereunder except to the extent (and only to the extent) that such failure adversely affects the right of the Indemnifying Party Parties to assert all a reasonable defenses defense to such claim. Each such claim for indemnity shall expressly state that the Indemnifying Party Parties shall have only the 20 calendar-day twenty (20) Business Day period referred to in the next sentence to dispute or deny such claim. The Indemnifying Party Parties shall have 20 calendar days twenty (20) Business Days following its receipt of such notice either (y) to acquiesce in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9 by giving such Indemnitee written notice of such acquiescence or (z) to object to the claim by giving such Indemnitee written notice of the objection. If the Indemnifying Party does Parties do not object thereto within such 20 calendar-day twenty (20) Business Day period, such Indemnifying Party Indemnitee shall be deemed entitled to have acquiesced in be indemnified for all Damages reasonably and proximately incurred by such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof of such claim. If the Indemnifying Parties object to such claim in accordance with a timely manner, and such Indemnitee and the terms Indemnifying Parties are unable to resolve their dispute within ten (10) Business Days following such objection (or such additional period of this Article 9time as may be mutually agreed to by such parties), the claim shall be submitted immediately to arbitration pursuant to Section 9.11.

Claims for Indemnification. If any Investor Indemnitee or Company Indemnitee (an "Indemnitee") shall believe that such Indemnitee is entitled to indemnification pursuant to this Article 9 Section 12 in respect of any Damages, such Indemnitee shall give the appropriate Indemnifying Party (which for purposes hereof, in the case of an Investor Indemnitee, means the Company, and in the case of a Company Indemnitee, means the Investor) prompt written notice thereof. Any such notice shall set forth in reasonable detail and to the extent then known the basis for such claim for indemnification. The failure of such Indemnitee to give notice of any claim for indemnification promptly, but within the applicable periods specified by Section 9.4, promptly shall not adversely affect such Indemnitee’s 's right to indemnity hereunder except to the extent (and only to the extent) that such failure adversely affects the right of the Indemnifying Party to assert all any reasonable defenses defense to such claim. Each such claim for indemnity shall expressly state that the Indemnifying Party shall have only the 20 calendar-twenty (20) business day period referred to in the next sentence to dispute or deny such claim. The Indemnifying Party shall have 20 calendar twenty (20) business days following its receipt of such notice either (ya) to acquiesce in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9 by giving such Indemnitee written notice of such acquiescence or (zb) to object to the claim by giving such Indemnitee written notice of the objection. If the Indemnifying Party does not object thereto within such 20 calendar-twenty (20) business day period, such Indemnitee shall be entitled to be indemnified for all Damages in respect of such claim. If the Indemnifying Party shall be deemed objects to have acquiesced in such claim in a timely manner, the senior management of the Company and its respective responsibilities the Investor shall meet to indemnify attempt to resolve such dispute. If the Indemnitee in respect thereof dispute cannot be resolved by the senior management within twenty (20) business days of the date of an objection notice, either party may make a written demand for formal arbitration of the dispute in accordance with the terms provisions of this Article 9Section 12(f).

Claims for Indemnification. If any Purchaser Indemnitee or CompanyCMG Indemnitee (an "Indemnitee") shall believe that such Indemnitee is entitled to indemnification pursuant to this Article Section 9 in respect of any Damages, such Indemnitee shall give the appropriate Indemnifying Party (which for purposes hereof, in the case of an Purchaser Indemnitee, means CMG, and in the case of a CompanyCMG Indemnitee, means the Purchaser) prompt written notice thereof. Any such notice shall set forth in reasonable detail and to the extent then known the basis for such claim for indemnification. The failure of such Indemnitee to give notice of any claim for indemnification promptly, but within the applicable periods specified by Section 9.4, promptly shall not adversely affect such Indemnitee’s 's right to indemnity hereunder except to the extent (and only to the extent) that such failure adversely affects the right of the Indemnifying Party to assert all any reasonable defenses defense to such claim. Each such claim for indemnity shall expressly state that the Indemnifying Party shall have only the 20 calendar-twenty (20) business day period referred to in the next sentence to dispute or deny such claim. The Indemnifying Party shall have 20 calendar twenty (20) business days following its receipt of such notice either (ya) to acquiesce in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9 by giving such Indemnitee written notice of such acquiescence or (zb) to object to the claim by giving such Indemnitee written notice of the objection. If the Indemnifying Party does not object thereto within such 20 calendar-twenty (20) business day period, such Indemnitee shall be entitled to be indemnified for all Damages reasonably and proximately incurred by such Indemnitee in respect of such claim. If the Indemnifying Party objects to such claim in a timely manner, the senior management of CMG and the Purchaser shall meet to attempt to resolve such dispute. If the dispute cannot be resolved by the senior management either party may make a written demand for formal dispute resolution and specify therein the scope of the dispute. Within thirty (30) days after such written notification, the parties agree to meet for one (1) day with an impartial mediator and consider dispute resolution alternatives other than litigation. If an alternative method of dispute resolution is not agreed upon within thirty days after the one day mediation, either party may begin litigation proceedings. Nothing in this section shall be deemed to have acquiesced in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9require arbitration.

Claims for Indemnification. If any Indemnitee shall believe that such Indemnitee is entitled to indemnification pursuant to this Article 9 8 in respect of any DamagesLosses, such Indemnitee shall give the appropriate Indemnifying Party prompt written notice thereof. Any such notice shall set forth in reasonable detail and to the extent then known the basis for such claim for indemnification. The failure of such Indemnitee to give notice of any claim for indemnification promptly, but within the applicable periods specified by Section 9.4, promptly shall not adversely affect such Indemnitee’s right to indemnity hereunder except to the extent (and only to the extent) that such failure materially and adversely affects the right of the Indemnifying Party to assert all any reasonable defenses defense to such claim. Each such claim for indemnity shall expressly state that the Indemnifying Party shall have only the 20 calendar-day period referred to in the next sentence to dispute or deny such claim. The Indemnifying Party shall have 20 calendar days twenty (20) Business Days following its receipt of such notice either (yi) to acquiesce in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9 by giving such Indemnitee written notice of such acquiescence or (zii) to object to the claim by giving such Indemnitee written notice of the objection. If the Indemnifying Party does not object thereto within such 20 calendar-day twenty (20)-Business Day period, such Indemnifying Party Indemnitee shall be deemed entitled to have acquiesced in be indemnified for all Losses reasonably and proximately suffered or incurred by such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof of such claim. If the Indemnifying Party objects to such claim in accordance with a timely manner, and such Indemnitee and the terms Indemnifying Party are unable to resolve their dispute within ten (10) Business Days following such objection (or such additional period of this Article 9time as may be mutually agreed to by such Persons), each party shall be entitled to exercise its rights and recourses before the courts having jurisdiction.

Claims for Indemnification. If any Indemnitee shall believe that -------------------------- such Indemnitee is entitled to indemnification pursuant to this Article 9 Section 6 in respect of any Damages, such Indemnitee shall give the appropriate Indemnifying Party prompt written notice thereof. Any such notice shall set forth in reasonable detail and to the extent then known the basis for such claim for indemnification. The failure of such Indemnitee to give notice of any claim for indemnification promptly, but within the applicable periods specified by Section 9.4, promptly shall not adversely affect such Indemnitee’s 's right to indemnity hereunder except to the extent (and only to the extent) that such failure adversely affects the right of the Indemnifying Party to assert all any reasonable defenses defense to such claim. Each such claim for indemnity shall expressly state that the Indemnifying Party shall have only the 20 calendar20-business-day period referred to in the next sentence to dispute or deny such claim. The Indemnifying Party shall have 20 calendar business days following its receipt of such notice either (yi) to acquiesce in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9 by giving such Indemnitee written notice of such acquiescence or (zii) to object to the claim by giving such Indemnitee written notice of the objection. If the Indemnifying Party does not object thereto within such 20 calendar20-business-day period, such Indemnitee shall be entitled to be indemnified for all Damages reasonably and proximately incurred by such Indemnitee in respect of such claim. If the Indemnifying Party objects to such claim in a timely manner, the senior management of the Company and the Purchaser shall meet to attempt to resolve such dispute. If the dispute cannot be resolved by senior management of the Company and Purchaser, either party may make a written demand for formal dispute resolution and specify therein the scope of the dispute. Within 30 days after such written notification, the parties agree to meet for one day with an impartial mediator and consider dispute resolution alternatives other than litigation. If an alternative method of dispute resolution is not agreed upon within 30 days after the one-day mediation, either party may begin litigation proceedings, provided, however, that this dispute resolution procedure shall not -------- ------- apply to any dispute with respect to the Purchaser's right to receive payments under the Notes. Nothing in this Section 6(c) shall be deemed to have acquiesced in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9require arbitration.

Claims for Indemnification. If any Indemnitee shall believe -------------------------- that such Indemnitee is entitled to indemnification pursuant to this Article Section 9 in respect of any Damages, such Indemnitee shall give the appropriate Indemnifying Party prompt written notice thereof. Any such notice shall set forth in reasonable detail and to the extent then known the basis for such claim for indemnification. The failure of such Indemnitee to give notice of any claim for indemnification promptly, but within the applicable periods specified by Section 9.4, promptly shall not adversely affect such Indemnitee’s 's right to indemnity hereunder except to the extent (and only to the extent) that such failure adversely affects the right of the Indemnifying Party to assert all any reasonable defenses defense to such claim. Each such claim for indemnity shall expressly state that the Indemnifying Party shall have only the 20 calendar-day Business Day period referred to below in the next sentence this Section 9.3 to dispute or deny such claim. As used in this Agreement, the term "Business Day" means each Monday, Tuesday, Wednesday, Thursday or Friday that banks in Boston, Massachusetts are not required by law to be closed. The Indemnifying Party shall have 20 calendar days Business Days following its receipt of such notice either (yi) to acquiesce in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9 by giving such Indemnitee written notice of such acquiescence or (zii) to object to the claim by giving such Indemnitee written notice of the objection. If the Indemnifying Party does not object thereto within such 20 calendar-day Business Day period, such Indemnitee shall be entitled to be indemnified for all Damages reasonably and proximately incurred by such Indemnitee in respect of such claim. If the Indemnifying Party objects to such claim in a timely manner, the senior management of the Company and the relevant Purchaser or Purchasers shall meet to attempt to resolve such dispute. If the dispute cannot be resolved by senior management of the Company and Purchaser, either party may make a written demand for formal dispute resolution and specify therein the scope of the dispute. Within 30 days after such written notification, the Parties agree to meet for one day with an impartial mediator and consider dispute resolution alternatives other than litigation. If an alternative method of dispute resolution is not agreed upon within 30 days after the one-day mediation, either party may begin litigation proceedings. Nothing in this Section 9.3 shall be deemed to have acquiesced in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9require arbitration.

Claims for Indemnification. If any Indemnitee shall believe that such Indemnitee is entitled to indemnification pursuant to this Article 9 IX in respect of any Damages, such Indemnitee shall give the appropriate Indemnifying Party prompt written notice thereof. Any such notice shall set forth in reasonable detail and to the extent then known the basis for such claim for indemnification. The failure of such Indemnitee to give notice of any claim for indemnification promptly, but within the applicable periods specified by Section 9.4, promptly shall not adversely affect such Indemnitee’s 's right to indemnity hereunder except to the extent (and only to the extent) that such failure adversely affects prejudices the right of the Indemnifying Party to assert all any reasonable defenses defense to such claim. Each such claim for indemnity shall expressly state that the Indemnifying Party shall have only the 20 calendar-day period referred to in the next sentence to dispute or deny such claim. The Indemnifying Party shall have 20 calendar 30 days following its receipt of such notice either (ya) to acquiesce in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9 by giving such Indemnitee written notice of such acquiescence or (zb) to object to the claim by giving such Indemnitee written notice of the objection. If the Indemnifying Party does not object thereto within such 20 calendar30-day period, such Indemnifying Party shall be deemed to have acquiesced in objected to such claim. If the Indemnifying Party objects to such claim in a timely manner or is deemed to have so objected, and its respective responsibilities such Indemnitee and the Indemnifying Party are unable to indemnify resolve their dispute within 30 days following such objection or deemed objection (or such additional period of time as may be mutually agreed to by such Persons), the claim may be submitted by either the Indemnifying Party or the Indemnitee in respect thereof in accordance with the terms of this Article 9immediately to arbitration pursuant to Section 11.11.

Claims for Indemnification. If any Buyer Indemnitee or Seller Indemnitee (as applicable) shall believe that such Indemnitee is entitled to indemnification pursuant to this Article 9 IX in respect of any DamagesLosses, such Indemnitee shall give the appropriate Indemnifying Party prompt written notice thereof. Any such notice shall set forth in reasonable detail and to the extent then known the basis for such claim for indemnification. The failure of such Indemnitee to give notice of any claim for indemnification promptly, but within the applicable periods specified by Section 9.4, promptly shall not adversely affect such Indemnitee’s 's right to indemnity hereunder except to the extent (and only to the extent) that such failure adversely affects the right of the Indemnifying Party Parties to assert all any reasonable defenses defense to such claim. Each such claim for indemnity shall expressly state that the Indemnifying Party shall have only the 20 calendar-day twenty (20) Business Day period referred to in the next sentence to dispute or deny such claim. The Indemnifying Party shall have 20 calendar days twenty (20) Business Days following its receipt of such notice either (y) to acquiesce in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9 by giving such Indemnitee written notice of such acquiescence or (z) to object to the claim by giving such Indemnitee written notice of the objection. If the Indemnifying Party does not object thereto within such 20 calendar-day twenty (20) Business Day period, such Indemnifying Party Indemnitee shall be deemed entitled to have acquiesced in be indemnified for all Losses reasonably incurred by such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9such claim.

Claims for Indemnification. If Whenever any Indemnitee claim, including any direct claim and/or third party claim, shall believe that such Indemnitee is arise for indemnification under this Article VIII, the Party entitled to indemnification pursuant (the “Indemnified Party”) shall promptly notify the Party obligated to provide indemnification under this Article 9 in respect VIII (the “Indemnifying Party”) of any Damagesthe claim and, such Indemnitee shall give when known, the appropriate Indemnifying Party prompt written notice thereof. Any such notice shall set forth in reasonable detail and to the extent then known facts constituting the basis for such claim for indemnification. The failure of such Indemnitee to give notice of any claim for indemnification promptlyclaim, but within the applicable periods specified by Section 9.4, failure to provide such notice shall not adversely affect such Indemniteethe Indemnified Party’s right to indemnity hereunder except to the extent (indemnification except, and then only to the extent) that such failure adversely affects the right of , the Indemnifying Party was actually and materially prejudiced by such failure to assert all reasonable defenses to such claimgive notice. Each In the event of any such claim for indemnity indemnification hereunder resulting from or in connection with any proceeding by a third party, the notice shall expressly state specify the amount or an estimate of the amount of the liability arising therefrom, if known. Following the delivery of such notices, the Representative and its representatives and agents shall be given such access (including electronic access, to the extent available) as they may reasonably require to the books and records of the Surviving Company and access to such personnel or representatives of the Surviving Company and Parent, including but not limited to the individuals responsible for the matters that are subject of such notice, as they may reasonably require for the purposes of investigating or resolving any disputes or responding to any matters or inquiries raised in such notice. For the avoidance of doubt, in each case in this Article VIII where the Indemnified Party or the Indemnifying Party shall have only is, collectively, the 20 calendar-day period referred Interest Holders, then in each such case all references to such Indemnified Party or Indemnifying Party, as the case may be, in the next sentence to dispute or deny such claim. The Indemnifying Party shall have 20 calendar days following its receipt of such notice either (y) to acquiesce in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9 by giving such Indemnitee written notice of such acquiescence or (z) to object to the claim by giving such Indemnitee written notice of the objection. If the Indemnifying Party does not object thereto within such 20 calendar-day period, such Indemnifying Party VIII shall be deemed (except for provisions relating to have acquiesced in an obligation to make or a right to receive any payments) to refer to the Representative acting on behalf of such claim Indemnified Party or Indemnifying Party, as applicable, and its respective responsibilities any required notice given to indemnify the Indemnitee in respect thereof in accordance with Representative shall constitute notice to the terms of this Article 9Interest Holders.

Claims for Indemnification. If any Indemnitee shall believe that such Indemnitee is entitled to indemnification pursuant to this Article 9 VIII in respect of any Damages, such Indemnitee shall give the appropriate Indemnifying Party prompt written notice thereof. Any such notice shall set forth in reasonable renewable detail and to the extent then known the basis for such claim for indemnification. The failure of such Indemnitee to give notice of any claim for indemnification promptly, but within the applicable periods specified by Section 9.4, promptly shall not adversely affect such Indemnitee’s 's right to indemnity hereunder except to the extent (and only to the extent) that such failure materially adversely affects the right of the Indemnifying Party to assert all any reasonable defenses defense to such claim. Each such claim for indemnity shall expressly state that the Indemnifying Party shall have only the 20 calendar-day ten (10) Business Day period referred to in the next sentence to dispute or deny such claim. The Indemnifying Party shall have 20 calendar days ten (10) Business Days following its receipt the delivery of such notice to it either (ya) to acquiesce in such suc h claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9 by giving such Indemnitee written notice of such acquiescence or (zb) to object to the claim by giving such Indemnitee written notice of the objection. If the Indemnifying Party does not object thereto within such 20 calendar-day ten (10) Business Day period, such Indemnifying Party Indemnitee shall be deemed entitled to have acquiesced in be indemnified for all Damages reasonably and proximately incurred by such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with of such claim. If the terms Indemnifying Patty objects to such claim ix x ximely manner, and such Indemnitee and the Indemnifying Party are unable to resolve their dispute within ten (10) Business Days following such objection (or such additional period of this Article 9time as may be mutually agreed to by such Persons), the claim shall be submitted immediately to arbitration pursuant to Section 10.11.

Claims for Indemnification. If any Indemnitee shall believe that such Indemnitee is entitled to indemnification pursuant to this Article 9 IX in respect of any Damages, such Indemnitee shall give the appropriate Indemnifying Party prompt written notice thereof. Any such notice shall set forth in reasonable detail and to the extent then known the basis for such claim for indemnification. The failure of such Indemnitee to give notice of any claim for indemnification promptly, but within the applicable periods specified by Section 9.4, promptly shall not adversely affect such Indemnitee’s 's right to indemnity hereunder except to the extent (and only to the extent) that such failure materially adversely affects the right of the Indemnifying Party to assert all any reasonable defenses defense to such claim. Each such claim for indemnity shall expressly state that the Indemnifying Party shall have only the 20 calendar-day ten (10) Business Day period referred to in the next sentence to dispute or deny such claim. The Indemnifying Party shall have 20 calendar days ten (10) Business Days following its receipt of such notice either (ya) to acquiesce in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9 by giving such Indemnitee written notice of such acquiescence or (zb) to object to the claim by giving such Indemnitee written notice of the objection. If the Indemnifying Party does not object thereto within such 20 calendar-day ten (10) Business Day period, such Indemnifying Party Indemnitee shall be deemed entitled to have acquiesced in be indemnified for all Damages reasonably and proximately incurred by such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof of such claim. If the Indemnifying Party objects to such claim in accordance with a timely manner, and such Indemnitee and the terms Indemnifying Party are unable to resolve their dispute within ten (10) Business Days following such objection (or such additional period 41 of this Article 9time as may be mutually agreed to by such Persons), the claim shall be submitted immediately to arbitration pursuant to Section 11.12.

Claims for Indemnification. If any Investor Indemnitee or -------------------------- Company Indemnitee (an "Indemnitee") shall believe that such Indemnitee is ---------- entitled to indemnification pursuant to this Article 9 Section 7 in respect of any Damages, such Indemnitee shall give the appropriate Indemnifying Party (which for purposes hereof, in the case of an Investor Indemnitee, means the Company, and in the case of a Company Indemnitee, means the Investor) prompt written notice thereof. Any such notice shall set forth in reasonable detail and to the extent then known the basis for such claim for indemnification. The failure of such Indemnitee to give notice of any claim for indemnification promptly, but within the applicable periods specified by Section 9.4, promptly shall not adversely affect such Indemnitee’s 's right to indemnity hereunder except to the extent (and only to the extent) that such failure adversely affects the right of the Indemnifying Party to assert all any reasonable defenses defense to such claim. Each such claim for indemnity shall expressly state that the Indemnifying Party shall have only the 20 calendar-twenty (20) business day period referred to in the next sentence to dispute or deny such claim. The Indemnifying Party shall have 20 calendar twenty (20) business days following its receipt of such notice either (ya) to acquiesce in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9 by giving such Indemnitee written notice of such acquiescence or (zb) to object to the claim by giving such Indemnitee written notice of the objection. If the Indemnifying Party does not object thereto within such 20 calendar-twenty (20) business day period, such Indemnitee shall be entitled to be indemnified for all Damages reasonably and proximately incurred by such Indemnitee in respect of such claim. If the Indemnifying Party objects to such claim in a timely manner, the senior management of the Company and the Investor shall meet to attempt to resolve such dispute. If the dispute cannot be resolved by the senior management either party may make a written demand for formal dispute resolution and specify therein the scope of the dispute. Within thirty days after such written notification, the parties agree to meet for one day with an impartial mediator and consider dispute resolution alternatives other than litigation. If an alternative method of dispute resolution is not agreed upon within thirty days after the one day mediation, either party may begin litigation proceedings. Nothing in this section shall be deemed to have acquiesced in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9require arbitration.

Claims for Indemnification. If any Investor Indemnitee or -------------------------- Company Indemnitee (an "INDEMNITEE") shall believe that such Indemnitee is ---------- entitled to indemnification pursuant to this Article 9 Section 10 in respect of any Damages, such Indemnitee shall give the appropriate Indemnifying Party (which for purposes hereof, in the case of an Investor Indemnitee, means the Company, and in the case of a Company Indemnitee, means the Investor) prompt written notice thereof. Any such notice shall set forth in reasonable detail and to the extent then known the basis for such claim for indemnification. The failure of such Indemnitee to give notice of any claim for indemnification promptly, but within the applicable periods specified by Section 9.4, promptly shall not adversely affect such Indemnitee’s 's right to indemnity hereunder except to the extent (and only to the extent) that such failure adversely affects the right of the Indemnifying Party to assert all any reasonable defenses defense to such claim. Each such claim for indemnity shall expressly state that the Indemnifying Party shall have only the 20 calendar-twenty (20) business day period referred to in the next sentence to dispute or deny such claim. The Indemnifying Party shall have 20 calendar twenty (20) business days following its receipt of such notice either (ya) to acquiesce in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9 by giving such Indemnitee written notice of such acquiescence or (zb) to object to the claim by giving such Indemnitee written notice of the objection. If the Indemnifying Party does not object thereto within such 20 calendar-twenty (20) business day period, such Indemnitee shall be entitled to be indemnified for all Damages reasonably incurred by such Indemnitee in respect of such claim. If the Indemnifying Party objects to such claim in a timely manner, the senior management of the Company and the Investor shall meet to attempt to resolve such dispute. If the dispute cannot be resolved by the senior management either party may make a written demand for formal dispute resolution and specify therein the scope of the dispute. Within thirty days after such written notification, the parties agree to meet for one day with an impartial mediator and consider dispute resolution alternatives other than litigation. If an alternative method of dispute resolution is not agreed upon within thirty days after the one day mediation, either party may begin litigation proceedings. Nothing in this section shall be deemed to have acquiesced in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9require arbitration.

Claims for Indemnification. If any Indemnitee shall believe that such Indemnitee is entitled to indemnification pursuant to this Article 9 IX in respect of any Damages, such Indemnitee shall give the appropriate Indemnifying Party prompt written notice thereof. Any such notice shall set forth in reasonable detail and to the extent then known the basis for such claim for indemnification. The failure of such Indemnitee to give notice of any claim for indemnification promptly, but within the applicable periods specified by Section 9.48.1(a) or (b), shall not adversely affect such Indemnitee’s right to indemnity hereunder except to the extent (and only to the extent) that such failure adversely affects the right of the Indemnifying Party to assert all reasonable defenses to such claim. Each such claim for indemnity shall expressly state that the Indemnifying Party shall have only the 20 calendar-day period referred to in the next sentence to dispute or deny such claim. The Indemnifying Party shall have 20 thirty (30) calendar days following its receipt of such notice either (y) to acquiesce in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9 IX by giving such Indemnitee written notice of such acquiescence or (z) to object to the claim by giving such Indemnitee written notice of the objection, provided, however, in the event of a third party claim the Indemnifying Party shall make such response within the earlier of fifteen (15) calendar days or not less than ten (10) calendar days before the initial date by which the Indemnitee is required to respond to the claim. If the Indemnifying Party does not object thereto within such 20 calendar-thirty (30) calendar day period, such Indemnifying Party shall be deemed to have acquiesced in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9IX.

Claims for Indemnification. If any Indemnitee shall believe that such Indemnitee is entitled to indemnification pursuant to this Article 9 IX in respect of any Damages, such Indemnitee shall give the appropriate Indemnifying Party prompt written notice thereof. Any such notice shall set forth in reasonable detail and to the extent then known the basis for such claim for indemnification. The failure of such Indemnitee to give notice of any claim for indemnification promptly, but within the applicable periods specified by Section 9.4Sections 9.4(a) or (b), shall not adversely affect such Indemnitee’s right to indemnity hereunder except to the extent (and only to the extent) that such failure adversely affects the right of the Indemnifying Party to assert all reasonable defenses to such claim. Each such claim for indemnity shall expressly state that the Indemnifying Party shall have only the 20 calendar-day period referred to in the next sentence to dispute or deny such claim. The Indemnifying Party shall have 20 calendar days following its receipt of such notice either (yi) to acquiesce in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9 IX by giving such Indemnitee written notice of such acquiescence or (zii) to object to the claim by giving such Indemnitee written notice of the objection. If the Indemnifying Party does not object thereto within such 20 calendar-day period, such Indemnifying Party shall be deemed to have acquiesced in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9IX.

Claims for Indemnification. If any Investor Indemnitee or Company Indemnitee (an "Indemnitee") shall believe that such Indemnitee is entitled to indemnification pursuant to this Article 9 Section 8 in respect of any Damages, such Indemnitee shall give the appropriate Indemnifying Party (which for purposes hereof, in the case of an Investor Indemnitee, means the Company, and in the case of a Company Indemnitee, means the Investor) prompt written notice thereof. Any such notice shall set forth in reasonable detail and to the extent then known the basis for such claim for indemnification. The failure of such Indemnitee to give notice of any claim for indemnification promptly, but within the applicable periods specified by Section 9.4, promptly shall not adversely affect such Indemnitee’s 's right to indemnity hereunder except to the extent (and only to the extent) that such failure adversely affects the right of the Indemnifying Party to assert all any reasonable defenses defense to such claim. Each such claim for indemnity shall expressly state that the Indemnifying Party shall have only the 20 calendar-twenty (20) business day period referred to in the next sentence to dispute or deny such claim. The Indemnifying Party shall have 20 calendar twenty (20) business days following its receipt of such notice either (ya) to acquiesce in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9 by giving such Indemnitee written notice of such acquiescence or (zb) to object to the claim by giving such Indemnitee written notice of the objection. If the Indemnifying Party does not object thereto within such 20 calendar-twenty (20) business day period, such Indemnitee shall be entitled to be indemnified for all Damages reasonably and proximately incurred by such Indemnitee in respect of such claim. If the Indemnifying Party objects to such claim in a timely manner, the senior management of the Company and the Investor shall meet to attempt to resolve such dispute. If the dispute cannot be resolved by the senior management, either party may make a written demand for formal dispute resolution and specify therein the scope of the dispute. Within thirty (30) days after such written notification, the parties agree to meet for one (1) day with an impartial mediator and consider dispute resolution alternatives other than litigation. If an alternative method of dispute resolution is not agreed upon within thirty (30) days after the one day mediation, either party may begin litigation proceedings. Nothing in this section shall be deemed to have acquiesced in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9require arbitration.

Claims for Indemnification. If any Seller Indemnitee shall believe that such Seller Indemnitee is entitled to indemnification pursuant to this Article 9 X in respect of any Damages, such Seller Indemnitee shall give the appropriate Indemnifying Party Buyer prompt written notice thereof. Any such notice shall set forth in reasonable detail and to the extent then known the basis for such claim for indemnification. The failure of such Seller Indemnitee to give notice of any claim for indemnification promptly, but within the applicable periods specified by Section 9.4, promptly shall not adversely affect such Seller Indemnitee’s 's right to indemnity hereunder except to the extent (and only to the extent) that such failure adversely affects the right of the Indemnifying Party Buyer to assert all any reasonable defenses defense to such claim. Each such claim for indemnity shall expressly state that the Indemnifying Party The Buyer shall have only the 20 calendar-day period referred to in the next sentence to dispute or deny such claim. The Indemnifying Party shall have 20 calendar days twenty (20) Business Days following its receipt of such notice either (y) to acquiesce in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9 by giving such Seller Indemnitee written notice of such acquiescence or (z) to object to the claim by giving such Seller Indemnitee written notice of the objection. If the Indemnifying Party Buyer acquiesces in such claim or does not object thereto within such 20 calendar-day twenty (20) Business Day period, such Indemnifying Party Seller Indemnitee shall be deemed entitled to have acquiesced be indemnified for all Damages incurred by such Seller Indemnitee in respect of such claim. If the Buyer timely objects to such claim and its respective responsibilities such Seller Indemnitee and the Buyer are unable to indemnify resolve their dispute within ten (10) Business Days following such objection (or such additional period of time as may be mutually agreed to by such Seller Indemnitee and the Indemnitee in respect thereof in accordance with Buyer), the terms of this Article 9claim shall be submitted immediately to arbitration pursuant to Section 10.04.

Claims for Indemnification. If any Investor Indemnitee or Company Indemnitee (an "Indemnitee") shall believe that such Indemnitee is entitled to indemnification pursuant to this Article 9 Section 8 in respect of any Damages, such Indemnitee shall give the appropriate Indemnifying Party (which for purposes hereof, in the case of an Investor Indemnitee, means the Company, and in the case of a Company Indemnitee, means the Investor) prompt written notice thereof. Any such notice shall set forth in reasonable detail and to the extent then known the basis for such claim for indemnification. The failure of such Indemnitee to give notice of any claim for indemnification promptly, but within the applicable periods specified by Section 9.4, promptly shall not adversely affect such Indemnitee’s 's right to indemnity hereunder except to the extent (and only to the extent) that such failure adversely affects the right of the Indemnifying Party to assert all any reasonable defenses defense to such claim. Each such claim for indemnity shall expressly state that the Indemnifying Party shall have only the 20 calendar-twenty (20) business day period referred to in the next sentence to dispute or deny such claim. The Indemnifying Party shall have 20 calendar twenty (20) business days following its receipt of such notice either (ya) to acquiesce in such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof in accordance with the terms of this Article 9 by giving such Indemnitee written notice of such acquiescence or (zb) to object to the claim by giving such Indemnitee written notice of the objection. If the Indemnifying Party does not object thereto within such 20 calendar-twenty (20) business day period, such Indemnifying Party Indemnitee shall be deemed entitled to have acquiesced in be indemnified for all Damages reasonably and proximately incurred by such claim and its respective responsibilities to indemnify the Indemnitee in respect thereof of such claim. If the Indemnifying Party objects to such claim in accordance with a timely manner, the terms senior management of this Article 9.the Company and the Investor shall meet to attempt to resolve such dispute. If the dispute cannot be resolved by the