Common use of Indemnification Procedures for Non-Third Party Claims Clause in Contracts

Indemnification Procedures for Non-Third Party Claims. In the event of a claim that does not involve a Third Party Claim being asserted against it, the Indemnified Party shall send a Notice of Claim promptly after discovery of the basis for such claim (i) if the Indemnified Party is a Parent Indemnitee, to Equityholder Representative or (ii) if the Indemnified Party is a Equityholder Indemnitee, to Parent. The Notice of Claim shall set forth the amount, if known, or, if not known, a reasonable estimate of the foreseeable maximum amount of claimed Losses (which estimate shall include as much detail as is reasonably practicable under the circumstances, but which shall not be conclusive of the final amount of such Losses) and a reasonable description of the basis for such claim. The Indemnifying Party and Indemnified Party shall reasonably cooperate to determine the validity of the claim for indemnity and the Indemnifying Party shall have sixty (60) days from receipt of such Notice of Claim to dispute the claim. If the Indemnifying Party does not give notice to the Indemnified Party that it disputes such claim within sixty (60) calendar days after its receipt of the Notice of Claim, the claim specified in such Notice of Claim will be conclusively deemed a Loss subject to indemnification hereunder. In the case of a disputed claim, the parties will seek to resolve such disputes by good faith negotiations and, if the validity of the claim is not resolved within sixty (60) days after the dispute notice is given, the Indemnified Party may seek arbitration of such claim. If the Indemnifying Party does provide a dispute notice within the sixty (60) day period, no payments shall be made as to such indemnification claims until final resolution is reached either by mutual written agreement between the parties or a final, binding and non-appealable decision by the arbitrator in accordance with Section 11.11.

Indemnification Procedures for Non-Third Party Claims. In the event of a claim by an Indemnitee on account of a Loss that does not involve a Third Third-Party Claim being asserted against itthe Indemnitee (a “Direct Claim”), the Indemnified Party Indemnitee shall send a Notice of Claim promptly of a Direct Claim to the Indemnitor reasonably promptly, but in any event not later than five (5) Business Days after discovery the Indemnitee becomes aware of the basis for such claim (i) if the Indemnified Party is a Parent Indemnitee, to Equityholder Representative or (ii) if the Indemnified Party is a Equityholder Indemnitee, to ParentDirect Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnitor of its indemnification obligations, except and only to the extent that the Indemnitor forfeits rights or defenses by reason of such failure. Such Notice of Claim by the Indemnitee shall set forth describe the Direct Claim in reasonable detail, shall include copies of all written evidence thereof and shall indicate the estimated amount, if knownreasonably practicable, or, if not known, a reasonable estimate of the foreseeable maximum amount of claimed Losses (which estimate shall include as much detail as is reasonably practicable under Loss that has been or may be sustained by the circumstances, but which shall not be conclusive of the final amount of such Losses) and a reasonable description of the basis for such claimIndemnitee. The Indemnifying Party and Indemnified Party shall reasonably cooperate to determine the validity of the claim for indemnity and the Indemnifying Party Indemnitor shall have sixty thirty (6030) days from after its receipt of such Notice of Claim to dispute respond in writing to such Direct Claim. The Indemnitee shall allow the claimIndemnitor and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnitee shall assist the Indemnitor’s investigation by giving such information and assistance (including access to the Indemnitee’s premises and Representatives and the right to examine and copy any accounts, documents or records) as the Indemnitor or any of its Representatives may reasonably request. If the Indemnifying Party Indemnitor does not give notice so respond within such thirty (30)-day period, the Indemnitor shall be deemed to have rejected such claim, in which case the Indemnitee shall be free to pursue such remedies as may be available to the Indemnified Party that it disputes such claim within sixty (60) calendar days after its receipt of Indemnitee on the Notice of Claim, the claim specified in such Notice of Claim will be conclusively deemed a Loss terms and subject to indemnification hereunder. In the case provisions of a disputed claim, the parties will seek to resolve such disputes by good faith negotiations and, if the validity of the claim is not resolved within sixty (60) days after the dispute notice is given, the Indemnified Party may seek arbitration of such claim. If the Indemnifying Party does provide a dispute notice within the sixty (60) day period, no payments shall be made as to such indemnification claims until final resolution is reached either by mutual written agreement between the parties or a final, binding and non-appealable decision by the arbitrator in accordance with Section 11.11this Agreement.

Indemnification Procedures for Non-Third Party Claims. In The Indemnitee will provide written notice to the Indemnitor promptly, and in any event within 30 days, following its discovery of a claim any matter for which the Indemnitor may be liable hereunder that does not involve a Third Party Claim, which Claim being asserted against itNotice shall (i) state that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which the Indemnitee is entitled to indemnification pursuant hereto, and (ii) specify in reasonable detail each individual item of Loss included in the amount so stated, the Indemnified Party shall send a Notice of Claim promptly after discovery of date such item was paid or properly accrued, the basis for any anticipated liability and the representation, warranty, covenant or agreement contained herein to which each such claim (i) if item is related and the Indemnified Party is a Parent Indemnitee, to Equityholder Representative or (ii) if the Indemnified Party is a Equityholder Indemnitee, to Parent. The Notice of Claim shall set forth the amount, if known, or, if not known, a reasonable estimate computation of the foreseeable maximum amount of claimed Losses (to which estimate shall include as much detail as is reasonably practicable under the circumstances, but which shall not such Indemnitee claims to be conclusive of the final amount of such Losses) and a reasonable description of the basis for such claim. The Indemnifying Party and Indemnified Party shall reasonably cooperate to determine the validity of the claim for indemnity and the Indemnifying Party shall have sixty (60) days from receipt of such Notice of Claim to dispute the claimentitled hereunder. If the Indemnifying Party Indemnitor does not give notice acknowledge in writing its obligation to indemnify the Indemnified Party that it disputes Indemnitee with respect to such claim Losses within sixty (60) calendar 30 days after its receipt of the Notice of ClaimClaim Notice, the claim specified in such Notice of Claim Indemnitor will be conclusively deemed a Loss subject to indemnification have rejected such claim, in which event the Indemnitee will be free to pursue such remedies as may be available to it hereunder. In The failure to provide such notice, however, shall not release the case Indemnitor from any of a disputed claim, its obligations under this Article IX except to the parties extent that the Indemnitor is prejudiced by such failure. The Indemnitee will seek to resolve such disputes by good faith negotiations and, if reasonably cooperate with and assist the Indemnitor in determining the validity of any claim for indemnity by the claim is not resolved within sixty (60) days after Indemnitee and in otherwise resolving such matters. Such assistance and cooperation will include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the dispute notice is giveninvestigation, the Indemnified Party may seek arbitration defense and resolution of such claim. If the Indemnifying Party does provide a dispute notice within the sixty (60) day period, no payments shall be made as matters and providing legal and business assistance with respect to such indemnification claims until final resolution is reached either by mutual written agreement between the parties or a final, binding and non-appealable decision by the arbitrator in accordance with Section 11.11matters.

Indemnification Procedures for Non-Third Party Claims. In The Indemnitee will deliver a Claim Notice to the event Indemnitor promptly upon its discovery of a claim any matter for which the Indemnitor may be liable to the Indemnitee hereunder that does not involve a Third Party Claim being asserted against it(a “Direct Claim”) provided that the failure to provide such prompt written notice shall not, however, relieve the Indemnified Party shall send Indemnitor of its indemnification obligations, except and only to the extent that the Indemnitor has been materially prejudiced by such failure. Such a Claim Notice will describe the Direct Claim in reasonable detail and indicate the estimated amount of Claim promptly after discovery of Losses (if estimable) that have been or may be sustained by the basis for such claim (i) if the Indemnified Party is a Parent Indemnitee, to Equityholder Representative or (ii) if the Indemnified Party is a Equityholder Indemnitee, to Parent. The Notice Indemnitor will have a period of Claim shall set forth the amount, if known, or, if not known, a reasonable estimate of the foreseeable maximum amount of claimed Losses thirty (which estimate shall include as much detail as is reasonably practicable under the circumstances, but which shall not be conclusive of the final amount of such Losses) and a reasonable description of the basis for such claim. The Indemnifying Party and Indemnified Party shall reasonably cooperate to determine the validity of the claim for indemnity and the Indemnifying Party shall have sixty (6030) days from receipt of within which to respond in writing to such Notice of Claim to dispute the claimDirect Claim. If the Indemnifying Party Indemnitor does not give notice to the Indemnified Party that it disputes so respond within such claim within sixty thirty (60) calendar days after its receipt of the Notice of Claim, the claim specified in such Notice of Claim will be conclusively deemed a Loss subject to indemnification hereunder. In the case of a disputed claim, the parties will seek to resolve such disputes by good faith negotiations and, if the validity of the claim is not resolved within sixty (60) days after the dispute notice is given, the Indemnified Party may seek arbitration of such claim. If the Indemnifying Party does provide a dispute notice within the sixty (6030) day period, no payments the Indemnitor will be deemed to have accepted such claim, in which event the Indemnitee shall be made free to pursue such remedies as may be available to such indemnification claims until final resolution the Indemnitee on the terms and subject to the provisions of this Agreement. If an objection is reached either by mutual written agreement between the parties or a final, binding and non-appealable decision timely interposed by the arbitrator Indemnitor, then the Indemnitee and the Indemnitor shall discuss such objection in accordance with Section 11.11good faith for a period of thirty (30) days from the date the Indemnitee receives such objection (such period, or such longer period as agreed in writing by the Parties, is hereinafter referred to as the “Discussion Period”), and all such discussions (unless otherwise agreed by the Indemnitee and the Indemnitor) shall be governed by applicable Law and shall be conducted on a strictly without prejudice basis. If the Direct Claim that is the subject of the Claim Notice has not been resolved prior to the expiration of the Discussion Period, the Indemnitor and the Indemnitee may submit the dispute for resolution to a court of competent jurisdiction and each will be free to pursue such remedies as may be available to them on the terms and subject to the provisions of this Agreement.

Indemnification Procedures for Non-Third Party Claims. In The Indemnitee will deliver a Claims Notice to the event Indemnitor promptly following the Indemnitee’s first obtaining knowledge of a claim any matter for which the Indemnitor may be liable to the Indemnitee hereunder that does not involve a Third Party Claim being asserted against itClaim, which Claims Notice shall also (a) state that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement, and (b) the date such Loss was paid or incurred. Subject to Section 10.1, the Indemnified Party shall send a Notice failure of Claim promptly after discovery of any Indemnitee to so notify the basis for such claim (i) if the Indemnified Party is a Parent Indemnitee, to Equityholder Representative or (ii) if the Indemnified Party is a Equityholder Indemnitee, to Parent. The Notice of Claim shall set forth the amount, if known, or, if not known, a reasonable estimate of the foreseeable maximum amount of claimed Losses (which estimate shall include as much detail as is reasonably practicable under the circumstances, but which Indemnitor shall not be conclusive relieve the Indemnitor of its indemnification obligations hereunder except to the final amount of extent that the Indemnitor is actually prejudiced by such Losses) and a reasonable description of the basis for such claim. The Indemnifying Party and Indemnified Party shall reasonably cooperate to determine the validity of the claim for indemnity and the Indemnifying Party shall have sixty (60) days from receipt of such Notice of Claim to dispute the claimfailure. If the Indemnifying Party Indemnitor does not give notice to notify the Indemnified Party that it disputes such claim within sixty (60) calendar days after its receipt of the Notice of Claim, the claim specified in such Notice of Claim will be conclusively deemed a Loss subject to indemnification hereunder. In the case of a disputed claim, the parties will seek to resolve such disputes by good faith negotiations and, if the validity of the claim is not resolved Indemnitee within sixty (60) days after following its receipt of such Claims Notice that the dispute notice is givenIndemnitor disputes its liability to the Indemnitee, the Indemnified Party may seek arbitration of Indemnitee will be deemed to have admitted liability with respect to such claimLosses. If the Indemnifying Party does Indemnitor timely disputes such Claims Notice, the Indemnitee shall provide a dispute notice within reasonable cooperation and assistance to the sixty (60) day periodIndemnitor in determining the validity of such claim for indemnity by the Indemnitee and in otherwise resolving such matters. Such assistance and cooperation shall include providing reasonable access to and copies of information, no payments shall be made as books, records and documents relating to such indemnification claims until final matters, furnishing employees to assist in the investigation, defense and resolution is reached either by mutual written agreement between the parties or a final, binding of such matters and non-appealable decision by the arbitrator in accordance providing legal and business assistance with Section 11.11respect to such matters.

Indemnification Procedures for Non-Third Party Claims. In The Indemnitee shall provide the event Indemnitor and Escrow Agent a Notice of a claim Claim promptly following its discovery of any matter that does not involve a Third Party Claim being asserted against it, the Indemnified Party shall send a Notice of Claim promptly after discovery of the basis for such claim (i) if the Indemnified Party is a Parent Indemnitee, to Equityholder Representative or (ii) if the Indemnified Party is a Equityholder Indemnitee, to ParentClaim. The Such Notice of Claim shall set forth (i) state that the amountIndemnitee has paid or properly accrued Losses or reasonably anticipates that it may incur Liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement and (ii) specify in reasonable detail each individual item of Loss included in the amount so stated, if knownthe date such item was paid or properly accrued, or, if not known, a reasonable estimate of the foreseeable maximum amount of claimed Losses (which estimate shall include as much detail as is reasonably practicable under the circumstances, but which shall not be conclusive of the final amount of such Losses) and a reasonable description of the basis for such claim. The Indemnifying Party any anticipated Liability and Indemnified Party shall reasonably cooperate to determine the validity nature of the misrepresentation, breach of warranty, breach of covenant or claim for indemnity to which each such item is related and the Indemnifying Party shall have sixty (60) computation of the amount to which such Indemnitee claims to be entitled hereunder. In the event that the Indemnitor does not notify the Indemnitee that it disputes such claim within 30 days from receipt of such Notice of Claim, the Indemnitee shall send a second Notice of Claim to dispute the claimIndemnitor. If the Indemnifying Party Indemnitor does not give notice acknowledge in writing its obligation to indemnify the Indemnified Party that it disputes Indemnitee with respect to such claim Losses within sixty (60) calendar 45 days after its receipt of the Notice of Claim, the claim specified Indemnitor shall be deemed to have rejected such claim, in such Notice of Claim which event the Indemnitee will be conclusively deemed a Loss subject free to indemnification hereunderpursue such remedies as may be available to it under this Agreement. In The Indemnitee shall reasonably cooperate and assist the case of a disputed claim, the parties will seek to resolve such disputes by good faith negotiations and, if Indemnitor in determining the validity of any claim for indemnity by the claim is not resolved within sixty (60) days after Indemnitee and in otherwise resolving such matters. Such assistance and cooperation shall include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the dispute notice is giveninvestigation, the Indemnified Party may seek arbitration defense and resolution of such claim. If the Indemnifying Party does provide a dispute notice within the sixty (60) day period, no payments shall be made as matters and providing legal and business assistance with respect to such indemnification claims until final resolution is reached either by mutual written agreement between the parties or a final, binding and non-appealable decision by the arbitrator in accordance with Section 11.11matters.

Indemnification Procedures for Non-Third Party Claims. (a) In the event of a claim that does not involve a Third Third-Party Claim being asserted against him, her or it, the Indemnified Party Indemnitee shall send a Notice of Claim promptly after discovery of to the basis for such claim (i) if the Indemnified Party is a Parent Indemnitee, to Equityholder Representative or (ii) if the Indemnified Party is a Equityholder Indemnitee, to ParentIndemnitor. The Notice of Claim shall set forth the amount, if known, or, if not known, a reasonable good faith estimate of the foreseeable maximum amount of claimed Losses (which estimate shall include as much detail as is reasonably practicable under the circumstances, but which shall not be conclusive of the final amount of such Losses) and a description in reasonable description detail of the basis for such claim. The Indemnifying Party and Indemnified Party shall reasonably cooperate to determine the validity of the claim for indemnity and the Indemnifying Party shall Indemnitor will have sixty (60) 30 days from receipt of such Notice of Claim to dispute the claim and will reasonably cooperate and assist the Indemnitee in determining the validity of the claim for indemnification. During such 30-day period, the Indemnitee shall allow the Indemnitor and its professional advisors to investigate the matter or circumstance alleged to give rise to the claim, and whether and to what extent any amount is payable in respect of the claim and the Indemnitee shall provide such information, documentation and access to its senior level employees with respect thereto, as the Indemnitor or any of its professional advisors may reasonably request. If the Indemnifying Party Indemnitor does not give written notice to the Indemnified Party Indemnitee that it disputes such claim within sixty (60) calendar 30 days after its receipt of the Notice of Claim, the claim specified in such Notice of Claim will be conclusively deemed a Loss subject to indemnification hereunder (and the limits set forth herein). Notwithstanding the foregoing, Sellers’ Representative shall act on behalf of the Sellers for the purposes of this Section 12.06 and any actions taken (or not taken) by Sellers’ Representative on behalf of any Seller(s) shall be binding on such Seller(s) as an Indemnitor or Indemnitee, as the case may be, hereunder. In the case All notices to any Seller under this Section 12.06 may be provided by Buyer to Sellers’ Representative in lieu of a disputed claim, the parties will seek providing such notice to resolve such disputes by good faith negotiations and, if the validity of the claim is not resolved within sixty (60) days after the dispute notice is given, the Indemnified Party may seek arbitration of such claim. If the Indemnifying Party does provide a dispute notice within the sixty (60) day period, no payments shall be made as to such indemnification claims until final resolution is reached either by mutual written agreement between the parties or a final, binding and non-appealable decision by the arbitrator in accordance with Section 11.11any specific Seller.

Indemnification Procedures for Non-Third Party Claims. In The Indemnified Party will notify the event Indemnifying Party in writing promptly of a claim its discovery of any matter subject to indemnification under this Article 6 that does not involve a Third Party Claim being asserted against itClaim, such notice to contain the Indemnified Party shall send a Notice of Claim promptly after discovery of information set forth in the basis for such claim (i) if the Indemnified Party is a Parent Indemnitee, to Equityholder Representative or (ii) if the Indemnified Party is a Equityholder Indemnitee, to Parentfollowing sentence. The Notice of Claim shall set forth (i) state that the amountIndemnified Party has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which such Indemnified Party is entitled to indemnification pursuant to this Agreement, if knownand (ii) specify in reasonable detail each individual item of Loss included in the amount so stated, orthe date such item was paid or properly accrued, if not known, a reasonable estimate of the foreseeable maximum amount of claimed Losses (which estimate shall include as much detail as is reasonably practicable under the circumstances, but which shall not be conclusive of the final amount of such Losses) and a reasonable description of the basis for any anticipated liability and, in the case of Buyer Indemnified Parties, the nature of the indemnified claim to which each such claim. The Indemnifying Party item is related and the computation of the amount to which such Indemnified Party shall reasonably cooperate claims to determine the validity of the claim for indemnity and the Indemnifying Party shall have sixty (60) days from receipt of such Notice of Claim to dispute the claimbe entitled hereunder. If the Indemnifying Party does not give notice acknowledge in writing its obligation to indemnify the Indemnified Party that it disputes with respect to such claim Losses within sixty (60) calendar 30 days after its receipt of the Notice of Claim, the claim specified in such Notice of Claim Indemnifying Party will be conclusively deemed a Loss subject to indemnification hereunder. In the case of a disputed have rejected such claim, in which event the parties Indemnified Party will seek be free to resolve pursue such disputes by remedies as may be available to it under this Agreement. The Indemnified Party will use commercially reasonable efforts to minimize Losses from such claims and will act in good faith negotiations and, if in responding to or otherwise dealing with such claims. The Indemnified Party will reasonably cooperate and assist the Indemnifying Party in determining the validity of the any claim is not resolved within sixty (60) days after the dispute notice is given, for indemnity by the Indemnified Party may seek arbitration and in otherwise resolving such matters. Such assistance and cooperation will include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such claim. If the Indemnifying Party does provide a dispute notice within the sixty (60) day period, no payments shall be made as matters and providing legal and business assistance with respect to such indemnification claims until final resolution is reached either by mutual written agreement between the parties or a final, binding and non-appealable decision by the arbitrator in accordance with Section 11.11matters.

Indemnification Procedures for Non-Third Party Claims. In The Indemnitee will notify the event Indemnitor in writing with reasonable promptness of a its discovery of any claim against the Indemnitor under this Article XIV that does not involve a Third Party Claim being asserted against itClaim, such notice to contain the Indemnified Party information set forth in the following sentence. The failure by any Indemnitee so to notify the Indemnitor shall send a Notice of Claim promptly after discovery of not relieve the basis for Indemnitor from any liability that it may have to such claim (i) if Indemnitee under this Article XIV, except to the Indemnified Party is a Parent Indemnitee, to Equityholder Representative or (ii) if extent that the Indemnified Party is a Equityholder Indemnitee, to ParentIndemnitor demonstrates that it has been actually and materially prejudiced by such failure. The Notice of Claim shall set forth (i) state that the amountIndemnitee has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement, if knownand (ii) specify in reasonable detail each item of Loss included in the amount so stated, orthe date such item was paid or properly accrued, if not known, a reasonable estimate of the foreseeable maximum amount of claimed Losses (which estimate shall include as much detail as is reasonably practicable under the circumstances, but which shall not be conclusive of the final amount of such Losses) and a reasonable description of the basis for such claim. The Indemnifying Party any anticipated liability and Indemnified Party shall reasonably cooperate to determine the validity nature of the misrepresentation, breach of warranty, breach of covenant or claim for indemnity to which each such item is related and the Indemnifying Party shall have sixty (60) computation of the amount to which such Indemnitee claims to be entitled hereunder. In the event that the Indemnitor does not notify the Indemnitee that it disputes such claim within 30 days from receipt of such Notice of Claim to dispute the claim. If the Indemnifying Party does not give notice to the Indemnified Party that it disputes such claim within sixty (60) calendar days after its receipt of the Notice of Claim, the claim specified in such Notice of Claim will therein shall be conclusively deemed a Loss liability of the Indemnitor hereunder (subject to indemnification hereunder. In the ARA/AII Indemnity Cap, the GDC Indemnity Cap and the other limitations set forth in Sections 14.01 and 14.02, as applicable) and the Indemnitor shall pay the amount of such liability to the Indemnitee on demand or, in the case of a disputed claimany Notice of Claim in which the amount of the claim (or any portion thereof) is estimated, on such later date when the parties amount of such claim (or such portion thereof) becomes finally determined. The Indemnitee, at the Indemnitor’s sole expense, will seek to resolve such disputes by good faith negotiations and, if reasonably cooperate and assist the Indemnitor in determining the validity of any claim for indemnity by the claim is not resolved within sixty (60) days after the dispute notice is givenIndemnitee and in otherwise resolving such matters. Such assistance and cooperation will include providing reasonable access to pertinent personnel and to copies of information, the Indemnified Party may seek arbitration of such claim. If the Indemnifying Party does provide a dispute notice within the sixty (60) day period, no payments shall be made as records and documents relating to such indemnification claims until final resolution is reached either by mutual written agreement between the parties or a final, binding and non-appealable decision by the arbitrator in accordance with Section 11.11matters.

Indemnification Procedures for Non-Third Party Claims. In The Indemnitee will notify the event Indemnitor in writing promptly of a claim its discovery of any matter for which the Indemnitor may be liable to the Indemnitee hereunder that does not involve a Third Party Claim, which Claim being asserted against itNotice shall (a) state that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement, and (b) specify in reasonable detail each individual item of Loss included in the amount so stated, the Indemnified Party shall send a Notice of Claim promptly after discovery of date such item was incurred or paid or properly accrued, the basis for such claim (i) if any anticipated liability and the Indemnified Party is a Parent Indemnitee, to Equityholder Representative or (ii) if the Indemnified Party is a Equityholder Indemnitee, to Parent. The Notice of Claim shall set forth the amount, if known, or, if not known, a reasonable estimate nature of the foreseeable maximum amount breach of claimed Losses (representation, warranty, covenant or agreement to which estimate shall include as much detail as each such item is reasonably practicable under related and the circumstances, but which shall not be conclusive computation of the final amount to which the Indemnitee claims to be entitled hereunder(in each case to the extent determinable). Notwithstanding the foregoing, in no event shall the failure of such Losses) and a reasonable description an Indemnitee to promptly notify the Indemnitor per the terms of the basis for such claimimmediately preceding sentence affect the Indemnitee’s rights to be indemnified hereunder, unless (and then only to the extent that) the Indemnitor is materially prejudiced thereby. The Indemnifying Party and Indemnified Party shall reasonably cooperate to determine In the validity of event that the claim for indemnity and the Indemnifying Party shall have sixty (60) days from receipt of such Notice of Claim to dispute the claim. If the Indemnifying Party Indemnitor does not give notice to notify the Indemnified Party Indemnitee that it disputes such claim within sixty (60) calendar 45 days after its following receipt of the Notice of Claimsuch Claim Notice, the claim specified in such Notice of Claim will therein shall be conclusively deemed a Loss liability of the Indemnitor hereunder (subject to indemnification hereunderthe limitations set forth in this Article VIII, as applicable). In The Indemnitee shall reasonably cooperate and assist the case of a disputed claim, the parties will seek to resolve such disputes by good faith negotiations and, if Indemnitor in determining the validity of any claim for indemnity by the claim is not resolved within sixty Indemnitee and in otherwise resolving such matters. Such assistance and cooperation shall include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to reasonably (60in the view of the providing party) days after assist in the dispute notice is giveninvestigation, the Indemnified Party may seek arbitration defense and resolution of such claim. If matters and providing reasonable (in the Indemnifying Party does provide a dispute notice within view of the sixty (60providing party) day period, no payments shall be made as legal and business assistance with respect to such indemnification claims until final resolution is reached either by mutual written agreement between the parties or a final, binding and non-appealable decision by the arbitrator in accordance with Section 11.11matters.

Indemnification Procedures for Non-Third Party Claims. In the event of a claim that does not involve a Third Party Claim being asserted against it, the Indemnified Party Indemnitee shall send a Notice of Claim promptly after discovery of to the basis for such claim (i) if the Indemnified Party is a Parent Indemnitee, to Equityholder Representative or (ii) if the Indemnified Party is a Equityholder Indemnitee, to ParentIndemnitor. The Notice of Claim shall set forth the amount, if known, or, if not known, a reasonable an estimate of the foreseeable maximum amount of claimed Losses (which estimate shall include as much detail as is reasonably practicable under the circumstances, but which shall not be conclusive of the final amount of such Losses) and a reasonable description of the basis for such claim. The Indemnifying Party and Indemnified Party shall reasonably cooperate to determine the validity of the claim for indemnity and the Indemnifying Party shall Indemnitor will have sixty (60) 30 days from receipt of such Notice of Claim to dispute the claim. If the Indemnifying Indemnitor gives notice that it disputes such claim within 30 days from receipt of such Notice of Claim, the Indemnified Party and the Indemnitor Party shall then negotiate in good faith a resolution of any claims that the Indemnitor did not deem to have conceded in its notice of dispute for a period of thirty (30) days after such notice is provided by the Indemnitor. If the Indemnitor and the Indemnified Party are unable to resolve any such disputed claim(s) within such time period, the Indemnified Party may thereafter pursue any legal remedies available to the Indemnified Party against the Indemnitor with respect to the unresolved claim(s) in accordance with this Agreement. If the Indemnitor does not give notice to the Indemnified Party Indemnitee that it disputes such claim within sixty (60) calendar 30 days after its receipt of the Notice of Claim, the claim specified in such Notice of Claim will be conclusively deemed a Loss subject to indemnification hereunder. In the case of a disputed claim, the parties will seek to resolve such disputes by good faith negotiations and, if the validity of the claim is not resolved within sixty (60) days after the dispute notice is given, the Indemnified Party may seek arbitration of such claim. If the Indemnifying Party does provide a dispute notice within the sixty (60) day period, no payments shall be made as to such indemnification claims until final resolution is reached either by mutual written agreement between the parties or a final, binding and non-appealable decision by the arbitrator in accordance with Section 11.11.

Indemnification Procedures for Non-Third Party Claims. In The Purchaser Indemnitee will notify the event Sellers’ Representative, the XX Xxxxxxx Sellers (or another designee of a claim the XX Xxxxxxx Sellers identified in writing to Purchaser by the Seller’s Representative) and the Management Blocker Sellers (or another designee of the Management Blocker Sellers identified in writing to Purchaser by the Seller’s Representative) in writing promptly of its discovery of any matter that does not involve a Third Party Claim being asserted against itClaim, such notice to contain the Indemnified Party shall send a information set forth in the following sentence; provided, however, that the failure to provide the Notice of Claim promptly after discovery shall not release any Seller from any of its, his or her obligations under this Article XI except to the basis for extent that it has been actually and materially prejudiced by such claim (i) if the Indemnified Party is a Parent Indemnitee, to Equityholder Representative or (ii) if the Indemnified Party is a Equityholder Indemnitee, to Parentfailure. The Notice of Claim shall set forth (i) state that the amountIndemnitee has paid, if knownsuffered, orreserved or properly accrued Losses or reasonably anticipates that it will incur liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement, if not known, a reasonable estimate of (ii) state the foreseeable maximum amount of claimed Losses (which estimate shall include as much detail as is reasonably practicable under the circumstances, but which shall not be conclusive of the final amount of such LossesLosses to the extent known, and (iii) specify in reasonable detail the material facts known to the Indemnitee giving rise to such claim and a reasonable description the nature of the basis misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related and the computation of the amount to which such Indemnitee claims to be entitled hereunder. The Sellers’ Representative on behalf of the Sellers in the case of a claim under Section 11.2(a), the Sellers’ Representative or XX Xxxxxxx Sellers (or another designee of the XX Xxxxxxx Sellers identified in writing to Purchaser by the Seller’s Representative) on behalf of the XX Xxxxxxx Sellers in the case of a claim under Section 11.2(b), the Sellers’ Representative or Management Blocker Sellers (or another designee of the Management Blocker Sellers identified in writing to Purchaser by the Seller’s Representative) on behalf of the Management Blocker Sellers in the case of a claim under Section 11.2(c), shall have twenty (20) days after receipt of any notice for a claim by an Indemnitee to dispute such claim. The Indemnifying Party and Indemnified Party shall Indemnitee will reasonably cooperate to determine and assist the Sellers’ Representative, XX Xxxxxxx Sellers and Management Blocker Sellers (or their respective designees) in determining the validity of the any claim for indemnity by the Indemnitee and in otherwise resolving such matters. Such assistance and cooperation will include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the Indemnifying Party shall have sixty (60) days from receipt investigation, defense and resolution of such Notice of Claim matters and providing legal and business assistance with respect to dispute the claimsuch matters. If the Indemnifying Party does not give notice to the Indemnified Party that it disputes such claim within sixty (60) calendar days after its receipt Sellers’ Representative, on behalf of the Notice of ClaimSellers, the claim specified in such Notice of Claim will be conclusively deemed a Loss subject to indemnification hereunder. In the case of a disputed claimclaim under Section 11.2(a), the parties will seek to resolve such disputes by good faith negotiations and, if the validity Sellers’ Representative or XX Xxxxxxx Sellers (or another designee of the XX Xxxxxxx Sellers identified in writing to Purchaser by the Seller’s Representative) on behalf of the XX Xxxxxxx Sellers in the case of a claim is not resolved within sixty (60) days after the dispute notice is givenunder Section 11.2(b), the Indemnified Party may seek arbitration Sellers’ Representative or Management Blocker Sellers (or another designee of the Management Blocker Sellers identified in writing to Purchaser by the Seller’s Representative) on behalf of the Management Blocker Sellers in the case of a claim under Section 11.2(c) fails to dispute such claim. If the Indemnifying Party does provide a dispute notice claim within the sixty twenty day period specified above, or upon a final resolution of any dispute in favor of an Indemnitee (60) day perioda “Resolved Claim”), no payments such claim specified by the Indemnitee shall be made as conclusively deemed Losses subject to such indemnification claims until final resolution is reached either by mutual written agreement between the parties or a final, binding and non-appealable decision by the arbitrator in accordance with Section 11.11under this Article XI.

Indemnification Procedures for Non-Third Party Claims. In The Indemnitee will notify the event Indemnitor in writing promptly of a claim its discovery of any matter with respect to which indemnification may be sought pursuant to this Article VIII that does not involve a Third Party Claim being asserted against itClaim, such notice to contain the Indemnified Party shall send a Notice information set forth in the following sentence. Failure or delay in notifying the Indemnitor will not relieve the Indemnitor of Claim promptly after discovery of any Liability it may have to the basis for such claim (i) if the Indemnified Party is a Parent Indemnitee, except and only to Equityholder Representative the extent that such failure or (ii) if delay causes actual harm to the Indemnified Party is a Equityholder Indemnitee, Indemnitor with respect to Parentsuch claim. The Notice of Claim shall set forth (i) state that the amountIndemnitee has paid, if knownincurred or accrued Losses or anticipates that it will incur liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement, orand (ii) specify in reasonable detail each individual item of Loss included in the amount so stated, if not knownthe date such item was paid, a reasonable estimate of the foreseeable maximum amount of claimed Losses (which estimate shall include as much detail as is reasonably practicable under the circumstancesincurred or accrued, but which shall not be conclusive of the final amount of such Losses) and a reasonable description of the basis for such claim. The Indemnifying Party any anticipated liability and Indemnified Party shall reasonably cooperate to determine the validity nature of the misrepresentation, breach of warranty, breach of covenant, breach of agreement or other claim for indemnity to which each such item is related and the Indemnifying Party shall have sixty (60) computation of the amount to which such Indemnitee claims to be entitled hereunder. In the event that the Indemnitor does not notify the Indemnitee that it accepts or disputes such claim within 30 days from receipt of such Notice of Claim to dispute the claim. If the Indemnifying Party does not give notice to the Indemnified Party that it disputes such claim within sixty (60) calendar days after its receipt of the Notice of Claim, the claim specified in such Notice of Claim Indemnitor will be conclusively deemed a Loss subject to indemnification hereunder. In the case of a disputed have rejected such claim, in which event the parties Indemnitee will seek be free to resolve pursue such disputes by good faith negotiations and, if the validity of the claim is not resolved within sixty (60) days after the dispute notice is given, the Indemnified Party remedies as may seek arbitration of such claim. If the Indemnifying Party does provide a dispute notice within the sixty (60) day period, no payments shall be made as available to such indemnification claims until final resolution is reached either by mutual written agreement between the parties or a final, binding and non-appealable decision by the arbitrator in accordance with Section 11.11it under this Agreement.

Indemnification Procedures for Non-Third Party Claims. In the event of a any Indemnified Party should have an indemnification claim against Seller under this Agreement that does not involve a Third Party Claim being asserted against itclaim by a third party, the Indemnified Party shall send a Notice promptly deliver notice of Claim promptly after discovery of the basis for such claim to Seller in writing and in reasonable detail. The failure by any Indemnified Party to so notify Seller shall not relieve Seller from any liability that it may have to such Indemnified Party, except to the extent that Seller has been actually prejudiced by such failure. If Seller does not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that Seller disputes such claim: (i) if such claim specified by Seller in such notice shall be conclusively deemed a liability of Seller under this Article VII and Seller shall pay the Indemnified Party is a Parent Indemnitee, to Equityholder Representative or (ii) if the Indemnified Party is a Equityholder Indemnitee, to Parent. The Notice of Claim shall set forth the amount, if known, or, if not known, a reasonable estimate of the foreseeable maximum amount of claimed Losses (which estimate shall include as much detail as is reasonably practicable under the circumstances, but which shall not be conclusive of the final amount of such Losses) and a reasonable description of the basis for such claim. The Indemnifying Party and Indemnified Party shall reasonably cooperate to determine the validity of the claim for indemnity and the Indemnifying Party shall have sixty (60) days from receipt of such Notice of Claim to dispute the claim. If the Indemnifying Party does not give notice liability to the Indemnified Party that it disputes such claim within sixty (60) calendar days after its receipt of the Notice of Claimon demand, the claim specified or in such Notice of Claim will be conclusively deemed a Loss subject to indemnification hereunder. In the case of a disputed claim, any notice in which the parties will seek to resolve such disputes by good faith negotiations and, if the validity amount of the claim is not resolved within sixty estimated, on such later date when the full amount of such claim is finally determined; and (60ii) days after in the dispute notice is givenevent Seller shall fail to pay the amount of such liability to the Indemnified Party in accordance with the immediately preceding clause (i) (the difference between the amount owed by Seller under this Article VII and the amount paid by Seller under this Article VII, being the "Shortfall"), the Indemnified Party shall have the right to set-off against its obligations to Seller under Section 5.12 hereof, an amount equal to the Shortfall; provided; however, such right of set-off shall be in addition to, and not in lieu of, any other rights or remedies which may seek arbitration be available to the Indemnified Party at law or in EQUITY. In the event the Indemnified Party elects to assert the foregoing set-off right, Seller shall execute any and all agreements or documents necessary or desirable to release the Company from its indemnity obligations under Section 5.12 hereof in an amount equal to the Shortfall and to become solely liable for payment of Credit Card Debt in an amount equal to such Shortfall. If Seller disputes its liability with respect to such claim in a timely manner, Seller and the Indemnified Party shall proceed in good faith to negotiate a resolution of such claim. If the Indemnifying Party does provide a dispute notice within the sixty (60) day periodand, no payments if not resolved through negotiations, such dispute shall be made as submitted to such indemnification claims until final resolution is reached either by mutual written agreement between the parties or a final, binding and non-appealable decision by the arbitrator in accordance with arbitration pursuant to Section 11.119.12.

Indemnification Procedures for Non-Third Party Claims. In the event of a claim that does not involve a Third Party Claim being asserted against it, the Indemnified Party Indemnitee shall send a Notice of Claim promptly after discovery of to the basis for such claim (i) if the Indemnified Party is a Parent Indemnitee, to Equityholder Representative or (ii) if the Indemnified Party is a Equityholder Indemnitee, to ParentIndemnitor. The Notice of Claim shall set forth the amount, if known, or, if not known, a reasonable an estimate of the foreseeable maximum amount of claimed Losses (which estimate shall include as much detail as is reasonably practicable under the circumstances, but which shall not be conclusive of the final amount of such Losses) and a reasonable description of the basis for such claim. The Indemnifying Party and Indemnified Party shall reasonably cooperate to determine the validity of the claim for indemnity and the Indemnifying Party shall Indemnitor will have sixty (60) days from receipt of such Notice of Claim to dispute the claimclaim and will reasonably cooperate and assist the Indemnitee in determining the validity of the claim for indemnity. If the Indemnifying Party Indemnitor does not give notice to the Indemnified Party Indemnitee that it disputes such claim within sixty (60) calendar days after its receipt of the Notice of Claim, the claim specified in such Notice of Claim will be conclusively deemed a Loss subject to indemnification hereunder. In hereunder and the case Indemnitor shall be obligated to pay the Indemnitee the amount set forth in the Notice of a disputed claim, the parties will seek to resolve such disputes by good faith negotiations and, if the validity of the claim is not resolved Claim within sixty (60) days after the date that the Notice of Claim had been given to the Indemnitor. In the event that a notice of dispute notice is giventimely given to an Indemnitee, the Indemnified Party may seek arbitration of Parties shall have thirty (30) days to resolve any such claimdispute. If In the Indemnifying Party does provide a event that such dispute notice is not resolved by such Parties within the sixty (60) day such period, no payments the Parties shall be made as have the right to pursue all available remedies to resolve such indemnification claims until final resolution is reached either by mutual written agreement between the parties or a final, binding and non-appealable decision by the arbitrator in accordance with Section 11.11dispute.

Indemnification Procedures for Non-Third Party Claims. In The Indemnitee will notify the event Indemnitor in writing promptly of a claim its discovery of any matter that does not involve a Third Party Claim being asserted against itClaim, such notice to contain the Indemnified Party shall send a Notice of Claim promptly after discovery of information set forth in the basis for such claim (i) if the Indemnified Party is a Parent Indemnitee, to Equityholder Representative or (ii) if the Indemnified Party is a Equityholder Indemnitee, to Parentfollowing sentence. The Notice of Claim shall set forth (i) state that the amountIndemnitee has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement, if knownand (ii) specify in reasonable detail each individual item of Loss included in the amount so stated, orthe date such item was paid or properly accrued, if not known, a reasonable estimate of the foreseeable maximum amount of claimed Losses (which estimate shall include as much detail as is reasonably practicable under the circumstances, but which shall not be conclusive of the final amount of such Losses) and a reasonable description of the basis for such claim. The Indemnifying Party any anticipated liability and Indemnified Party shall reasonably cooperate to determine the validity nature of the misrepresentation, breach of warranty, breach of covenant or claim for indemnity to which each such item is related and the Indemnifying Party computation of the amount to which such Indemnitee claims to be entitled hereunder. Failure to give notice in accordance with the foregoing shall have sixty (60) days from receipt of not affect the Indemnitor’s obligations hereunder, except to the extent the Indemnitor is prejudiced by such Notice of Claim to dispute the claimfailure. If the Indemnifying Party Indemnitor does not give notice to notify the Indemnified Party Indemnitee that it disputes such claim within sixty thirty (6030) calendar days after its following receipt of the Notice of Claim, the claim specified in such Notice of Claim will therein shall be conclusively deemed a Loss liability of the Indemnitor hereunder (subject to indemnification hereunderthe Indemnity Cap and the other limitations set forth in Section 10.2(b), as applicable). In The Indemnitee will provide reasonable access to and copies of information, records and documents relating to the case of a disputed claimmatters described in this Section 10.5, provided, however, that if the Parties are in an adversarial relationship in litigation, the parties will seek to resolve such disputes by good faith negotiations andfurnishing of information, if the validity of the claim is not resolved within sixty (60) days after the dispute notice is given, the Indemnified Party may seek arbitration of such claim. If the Indemnifying Party does provide a dispute notice within the sixty (60) day period, no payments shall be made as to such indemnification claims until final resolution is reached either by mutual written agreement between the parties or a final, binding records and non-appealable decision by the arbitrator documents in accordance with Section 11.11any provision herein, shall be subject to applicable rules relating to discovery and to attorney-client privilege.

Indemnification Procedures for Non-Third Party Claims. In the event of a claim that does not involve a Third Party Claim being asserted against it, the Indemnified Party Indemnitee shall send a Notice of Claim promptly after discovery of to the basis for such claim (i) if the Indemnified Party is a Parent Indemnitee, to Equityholder Representative or (ii) if the Indemnified Party is a Equityholder Indemnitee, to ParentIndemnitor. The Notice of Claim shall set forth the amount, if known, or, if not known, a reasonable an estimate of the foreseeable maximum amount of claimed Losses (which estimate shall include as much detail as is reasonably practicable under the circumstances, but which shall not be conclusive of the final amount of such Losses) and a reasonable description of the basis for such claim. The Indemnifying Party and Indemnified Party shall reasonably cooperate to determine the validity of the claim for indemnity and the Indemnifying Party shall Indemnitor will have sixty (60) 30 days from receipt of such Notice of Claim to dispute the claimclaim and will reasonably cooperate and assist the Indemnitee in determining the validity of the claim for indemnity. If the Indemnifying Party Indemnitor does not give written notice to the Indemnified Party Indemnitee that it disputes such claim within sixty (60) calendar 30 days after its receipt of the Notice of Claim, the claim specified in such Notice of Claim will be conclusively deemed a Loss subject to indemnification hereunder. In Notwithstanding the foregoing, in the case of a disputed claimany Majority Stockholder, the parties will seek to resolve such disputes by good faith negotiations and, if the validity of the claim is not resolved within sixty (60) days after the dispute notice is given, the Indemnified Party may seek arbitration Sellers’ Representative shall act on behalf of such claim. If Majority Stockholders for the Indemnifying Party does provide a dispute notice within the sixty purposes of this Section 9.06 and any actions taken (60or not taken) day period, no payments by Sellers’ Representative on behalf of any such Majority Stockholder shall be made binding on such Majority Stockholder as an Indemnitor or Indemnitee, as the case may be, hereunder. All notices to any Majority Stockholder under this Section 9.06 may be provided by Buyer to Sellers’ Representative in lieu of providing such indemnification claims until final resolution is reached either by mutual written agreement between the parties or a final, binding and non-appealable decision by the arbitrator in accordance with Section 11.11notice to any specific Majority Stockholder.

Indemnification Procedures for Non-Third Party Claims. In The Indemnitee will provide written notice to the event Indemnitor promptly following its discovery of a claim any matter for which the Indemnitor may be liable hereunder that does not involve a Third Party Claim, which Claim being asserted against itNotice shall (i) state that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which the Indemnitee is entitled to indemnification pursuant hereto, and (ii) specify in reasonable detail each individual item of Loss included in the amount so stated, the Indemnified Party shall send a Notice of Claim promptly after discovery of date such item was paid or properly accrued, the basis for any anticipated liability and the representation, warranty, covenant or agreement contained herein to which each such claim item is related and the computation of the amount to which such Indemnitee claims to be entitled hereunder (i) if in the Indemnified Party is a Parent Indemniteecase of the amount of Losses, to Equityholder Representative or (ii) if the Indemnified Party is a Equityholder Indemnitee, to Parent. The Notice of Claim shall set forth the amount, if extent reasonably available and known, or, if not known, a reasonable estimate of the foreseeable maximum amount of claimed Losses (which estimate shall include as much detail as is reasonably practicable under the circumstances, but which shall not be conclusive of the final amount of such Losses) and a reasonable description of the basis for such claim. The Indemnifying Party and Indemnified Party shall reasonably cooperate to determine the validity of the claim for indemnity and the Indemnifying Party shall have sixty (60) days from receipt of such Notice of Claim to dispute the claim). If the Indemnifying Party Indemnitor does not give notice acknowledge in writing its obligation to indemnify the Indemnified Party that it disputes Indemnitee with respect to such claim Losses within sixty (60) calendar 30 days after its receipt of the Notice of ClaimClaim Notice, the claim specified in such Notice of Claim Indemnitor will be conclusively deemed a Loss subject to indemnification have rejected such claim, in which event the Indemnitee will be free to pursue such remedies as may be available to it hereunder. In The failure to provide such notice, however, shall not release the case Indemnitor from any of a disputed claimits obligations under this Article VIII except to the extent that the Indemnitor is prejudiced by such failure. Subject to Section 8.11, the parties Indemnitee will seek to resolve such disputes by good faith negotiations and, if reasonably cooperate with and assist the Indemnitor in determining the validity of any claim for indemnity by the claim is not resolved within sixty (60) days after Indemnitee and in otherwise resolving such matters. Subject to Section 8.11, such assistance and cooperation will include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the dispute notice is giveninvestigation, the Indemnified Party may seek arbitration defense and resolution of such claim. If the Indemnifying Party does provide a dispute notice within the sixty (60) day period, no payments shall be made as matters and providing legal and business assistance with respect to such indemnification claims until final resolution is reached either by mutual written agreement between the parties or a final, binding and non-appealable decision by the arbitrator in accordance with Section 11.11matters.

Indemnification Procedures for Non-Third Party Claims. In the event of a claim that does not involve a Third Party Claim being asserted against it, the Indemnified Party Indemnitee shall send a Notice of Claim promptly after discovery of to the basis for such claim (i) if the Indemnified Party is a Parent Indemnitee, to Equityholder Representative or (ii) if the Indemnified Party is a Equityholder Indemnitee, to ParentIndemnitor. The Notice of Claim shall set forth the amount, if known, or, if not known, a reasonable an estimate of the foreseeable maximum amount of claimed Losses (which estimate shall include as much detail as is reasonably practicable under the circumstances, but which shall not be conclusive of the final amount of such Losses) and a reasonable description of the basis for such claim. The Indemnifying Party and Indemnified Party shall reasonably cooperate to determine the validity of the claim for indemnity and the Indemnifying Party shall Indemnitor will have sixty (60) 30 days from receipt of such Notice of Claim to dispute the claim and will reasonably cooperate and assist the Indemnitee in determining the validity of the claim for indemnity. During such 30-day period, the Indemnitee shall allow the Indemnitor and its professional advisors to investigate the matter or circumstance alleged to give rise to the claim, and whether and to what extent any amount is payable in respect of the claim and the Indemnitee shall provide such information with respect thereto, as the Indemnitor or any of its professional advisors may reasonably request. If the Indemnifying Party Indemnitor does not give written notice to the Indemnified Party Indemnitee that it disputes such claim within sixty (60) calendar 30 days after its receipt of the Notice of Claim, the claim specified in such Notice of Claim will be conclusively deemed a Loss subject to indemnification hereunder. In Notwithstanding the foregoing, in the case of a disputed claimany Stockholder, the parties will seek to resolve such disputes by good faith negotiations and, if the validity of the claim is not resolved within sixty (60) days after the dispute notice is given, the Indemnified Party may seek arbitration Sellers’ Representative shall act on behalf of such claim. If Stockholders for the Indemnifying Party does provide a dispute notice within the sixty purposes of this Section 8.06 and any actions taken (60or not taken) day period, no payments by Sellers’ Representative on behalf of any such Stockholder shall be made binding on such Stockholder as an Indemnitor or Indemnitee, as the case may be, hereunder. All notices to any Stockholder under this Section 8.06 may be provided by Buyer to Sellers’ Representative in lieu of providing such indemnification claims until final resolution is reached either by mutual written agreement between the parties or a final, binding and non-appealable decision by the arbitrator in accordance with Section 11.11notice to any specific Stockholder.

Indemnification Procedures for Non-Third Party Claims. In The Indemnitee will notify the event Indemnitor in writing promptly of a claim its discovery of any matter that does not involve a Third Party Claim being asserted against itClaim, such notice to contain the Indemnified Party shall send a Notice of Claim promptly after discovery of information set forth in the basis for such claim (i) if the Indemnified Party is a Parent Indemnitee, to Equityholder Representative or (ii) if the Indemnified Party is a Equityholder Indemnitee, to Parentfollowing sentence. The Notice of Claim shall set forth (i) state that the amountIndemnitee has paid or accrued Losses or anticipates that it will incur liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement, if knownand (ii) specify in reasonable detail to the extent then known by the Indemnitee each individual item of Loss included in the amount so stated, orthe date such item was paid or accrued, if not known, a reasonable estimate of the foreseeable maximum amount of claimed Losses (which estimate shall include as much detail as is reasonably practicable under the circumstances, but which shall not be conclusive of the final amount of such Losses) and a reasonable description of or the basis for such claim. The Indemnifying Party any anticipated liability and Indemnified Party shall reasonably cooperate to determine the validity nature of the misrepresentation, breach of warranty, breach of covenant, breach of agreement or other claim for indemnity to which each such item is related and the Indemnifying Party shall have sixty computation of the amount to which such Indemnitee claims to be entitled hereunder. In the event that the Indemnitor does not notify the Indemnitee that it disputes such claim within thirty (6030) days from receipt of such Notice of Claim to dispute the claim. If the Indemnifying Party does not give notice to the Indemnified Party that it disputes such claim within sixty (60) calendar days after its receipt of the Notice of Claim, the claim specified in such Notice of Claim Indemnitor will be conclusively deemed a Loss subject to indemnification hereunder. In the case of a disputed have rejected such claim, in which event the parties Indemnitee will seek be free to resolve pursue such disputes by good faith negotiations and, if remedies as may be available to it under this Agreement. The Indemnitee will reasonably cooperate and assist the Indemnitor in determining the validity of any claim for indemnity by the claim is not resolved within sixty (60) days after Indemnitee and in otherwise resolving such matters. Such assistance and cooperation will include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the dispute notice is giveninvestigation, the Indemnified Party may seek arbitration defense and resolution of such claim. If the Indemnifying Party does provide a dispute notice within the sixty (60) day period, no payments shall be made as matters and providing legal and business assistance with respect to such indemnification claims until final resolution is reached either by mutual written agreement between the parties or a final, binding and non-appealable decision by the arbitrator in accordance with Section 11.11matters.

Indemnification Procedures for Non-Third Party Claims. In The Indemnitee will notify the event Indemnitor in writing promptly of a claim its discovery of any matter that does not involve a Third Party Claim being asserted against itClaim, such notice to contain the Indemnified Party shall send a information set forth in the following sentence; provided that any Notice of Claim promptly after discovery required to be provided to the Company Stockholders, the Company Optionholders and RSU Holders as Indemnitors pursuant to Section 12.2 shall be delivered to the Stockholder Representative; provided, further, that the failure to provide the Notice of Claim shall not release any Indemnitor from any of its, his or her obligations under this Article XII except to the basis for extent that such claim (i) if the Indemnified Party is a Parent Indemnitee, to Equityholder Representative or (ii) if the Indemnified Party is a Equityholder Indemnitee, to ParentIndemnitor has been actually and materially prejudiced by such failure. The Notice of Claim shall set forth (i) state that the amountIndemnitee has paid, if knownsuffered, orreserved or properly accrued Losses or reasonably anticipates that it will incur liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement, if not known, a reasonable estimate of (ii) state the foreseeable maximum amount of claimed Losses (which estimate shall include as much detail as is reasonably practicable under the circumstances, but which shall not be conclusive of the final amount of such LossesLosses to the extent known, and (iii) specify in reasonable detail the material facts known to the Indemnitee giving rise to such claim and a reasonable description the nature of the basis misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related and the computation of the amount to which such Indemnitee claims to be entitled hereunder. The Indemnitor shall have twenty (20) days after receipt of any notice for a claim by an Indemnitee to dispute such claim. The Indemnifying Party and Indemnified Party shall Indemnitee will reasonably cooperate to determine and assist the Indemnitor in determining the validity of the any claim for indemnity by the Indemnitee and in otherwise resolving such matters. Such assistance and cooperation will include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the Indemnifying Party shall have sixty (60) days from receipt investigation, defense and resolution of such Notice of Claim matters and providing legal and business assistance with respect to dispute the claimsuch matters. If the Indemnifying Party does not give notice Indemnitor fails to the Indemnified Party that it disputes dispute such claim within sixty the twenty day period specified above, or upon a final resolution of any dispute in favor of an Indemnitee (60) calendar days after its receipt of the Notice of a “Resolved Claim”), the such claim specified in such Notice of Claim will by the Indemnitee shall be conclusively deemed a Loss Losses subject to indemnification hereunder. In under this Article XII, and, to the case of extent such Losses are not satisfied by a disputed claimdistribution from the Escrow Fund, the parties will seek Indemnitor(s) shall, within five (5) Business Days, make payment by wire transfer to resolve a bank account designated in writing by such disputes Indemnitee (such designation to be made at least two (2) Business Days prior to the date such payment is due) in immediately available funds of such amount, together with interest thereon at a rate equal to the rate of interest from time to time announced by good faith negotiations andXxxxx Fargo Bank, if N.A., as its prime rate, calculated on the validity basis of the claim is not resolved within sixty (60) actual number of days after elapsed from the dispute notice is given, Closing Date to the Indemnified Party may seek arbitration date of such claim. If the Indemnifying Party does provide a dispute notice within the sixty (60) day period, no payments shall be made as to such indemnification claims until final resolution is reached either by mutual written agreement between the parties or a final, binding and non-appealable decision by the arbitrator in accordance with Section 11.11payment.

Indemnification Procedures for Non-Third Party Claims. In The Parent Indemnified Person will deliver a written notice to the event Indemnifying Person as promptly as reasonably practicable following the Parent Indemnified Person’s first obtaining actual knowledge of a claim matter for which the Indemnifying Person would be required to indemnify the Parent Indemnified Person hereunder that does not involve a Third Party Claim being asserted against itClaim. Subject to Section 10.1, the failure of any Parent Indemnified Party shall send a Notice of Claim promptly after discovery of Person to so notify the basis for such claim (i) if the Indemnified Party is a Parent Indemnitee, to Equityholder Representative or (ii) if the Indemnified Party is a Equityholder Indemnitee, to Parent. The Notice of Claim shall set forth the amount, if known, or, if not known, a reasonable estimate of the foreseeable maximum amount of claimed Losses (which estimate shall include as much detail as is reasonably practicable under the circumstances, but which Indemnifying Person shall not be conclusive relieve the Indemnifying Person of its indemnification obligations hereunder except to the final amount extent that the Indemnifying Person is actually and materially prejudiced by such failure. If the Indemnifying Person does not notify the Parent Indemnified Person within fifteen (15) Business Days following its receipt of such written notice that the Indemnifying Person disputes its liability to the Parent Indemnified Person, the Indemnifying Person will be deemed to have admitted liability with respect to such Losses) and a reasonable description of . If the basis for Indemnifying Person timely disputes such claim. The , the Parent Indemnified Person shall provide the Indemnifying Party Person with such information and Indemnified Party shall records as the Indemnifying Person may reasonably cooperate request in order to determine the validity of the such claim for indemnity by the Parent Indemnified Person, subject to the Access and Assistance Limitations. Such assistance and cooperation shall include providing reasonable access to and copies of information, books, records and documents relating to such matters, furnishing employees to assist in the Indemnifying Party shall have sixty (60) days from receipt investigation, defense and resolution of such Notice matters and providing legal and business assistance with respect to such matters. For purposes of Claim to dispute the claim. If the Indemnifying Party does not give notice to the Indemnified Party that it disputes such claim within sixty (60) calendar days after its receipt of the Notice of Claim, the claim specified in such Notice of Claim will be conclusively deemed a Loss subject to indemnification hereunder. In the case of a disputed claim, the parties will seek to resolve such disputes by good faith negotiations andthis Section 6.16, if the validity of Merger Participants, collectively, comprise the claim is not resolved within sixty Indemnifying Person, then in each such case all references to such Indemnifying Person (60except for provisions relating to an obligation to make or a right to receive any payments) days after shall be deemed to refer to the dispute notice is given, the Indemnified Party may seek arbitration Seller Representative acting on behalf of such claim. If the Indemnifying Party does provide a dispute notice within the sixty (60) day period, no payments shall be made as to such indemnification claims until final resolution is reached either by mutual written agreement between the parties or a final, binding and non-appealable decision by the arbitrator in accordance with Section 11.11Person.

Indemnification Procedures for Non-Third Party Claims. In The Indemnitee shall notify the event Indemnitor in writing as promptly as practicable following its discovery of a claim any matter for which the Indemnitee may seek indemnification pursuant to this Article 10 that does not involve a Third Third-Party Claim being asserted against itClaim. Such notice shall (a) state that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement, and (b) specify in reasonable detail, as applicable, each individual item of Loss included in the amount so stated, the Indemnified Party shall send a Notice of Claim promptly after discovery of date such item was paid or properly accrued, the basis for such claim (i) if any anticipated liability and the Indemnified Party is a Parent Indemnitee, to Equityholder Representative or (ii) if the Indemnified Party is a Equityholder Indemnitee, to Parent. The Notice of Claim shall set forth the amount, if known, or, if not known, a reasonable estimate nature of the foreseeable maximum misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related and the computation of the amount of claimed Losses (to which estimate shall include such Indemnitee claims to be entitled under this Agreement; provided, however, that a failure or delay by an Indemnitee to provide such notice as much detail promptly as is reasonably practicable under the circumstances, but which shall not be conclusive of affect the final amount rights or obligations of such Losses) and a reasonable description of Indemnitee unless the basis for such claim. The Indemnifying Party and Indemnified Party shall reasonably cooperate to determine the validity of the claim for indemnity and the Indemnifying Party 114399-0014/143865664.11 Indemnitor shall have sixty (60) days from receipt been prejudiced as a result of such Notice of Claim to dispute the claimfailure or delay. If the Indemnifying Party Indemnitor does not give notice acknowledge in writing its obligation to indemnify the Indemnified Party that it disputes Indemnitee with respect to such claim Losses within sixty thirty (6030) calendar days after its receipt following delivery of the Notice of Claim, the claim specified in such Notice of Claim Indemnitor will be conclusively deemed a Loss subject to indemnification hereunder. In the case of a disputed have rejected such claim, in which event the parties Indemnitee will seek be free to resolve pursue such disputes by good faith negotiations and, if remedies as may be available under this Agreement. The Indemnitee will reasonably cooperate and assist the Indemnitor in determining the validity of any claim for indemnity by the claim is not resolved within sixty (60) days after Indemnitee and in otherwise resolving such matters. Such assistance and cooperation will include providing reasonable access to, and copies of, information, records and documents relating to such matters, furnishing employees to assist in the dispute notice is giveninvestigation, the Indemnified Party may seek arbitration defense and resolution of such claim. If the Indemnifying Party does provide a dispute notice within the sixty (60) day period, no payments shall be made as matters and providing legal and business assistance with respect to such indemnification claims until final resolution is reached either by mutual written agreement between the parties or a final, binding and non-appealable decision by the arbitrator in accordance with Section 11.11matters.

Indemnification Procedures for Non-Third Party Claims. In The Indemnitee will provide written notice to the Indemnitor promptly, and in any event within 30 days, following its discovery of a claim any matter for which the Indemnitor may be liable hereunder that does not involve a Third Party Claim, which Claim being asserted against itNotice shall (i) state that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which the Indemnitee is entitled to indemnification pursuant hereto, and (ii) specify in reasonable detail each individual item of Loss included in the amount so stated, the Indemnified Party shall send a Notice of Claim promptly after discovery of date such item was paid or properly accrued, the basis for any anticipated liability and the representation, warranty, covenant or agreement contained herein to which each such claim (i) if item is related and the Indemnified Party is a Parent Indemnitee, to Equityholder Representative or (ii) if the Indemnified Party is a Equityholder Indemnitee, to Parent. The Notice of Claim shall set forth the amount, if known, or, if not known, a reasonable estimate computation of the foreseeable maximum amount of claimed Losses (to which estimate shall include as much detail as is reasonably practicable under the circumstances, but which shall not such Indemnitee claims to be conclusive of the final amount of such Losses) and a reasonable description of the basis for such claim. The Indemnifying Party and Indemnified Party shall reasonably cooperate to determine the validity of the claim for indemnity and the Indemnifying Party shall have sixty (60) days from receipt of such Notice of Claim to dispute the claimentitled hereunder. If the Indemnifying Party Indemnitor does not give notice acknowledge in writing its obligation to indemnify the Indemnified Party that it disputes Indemnitee with respect to such claim Losses within sixty (60) calendar 60 days after its receipt of the Notice of ClaimClaim Notice, the claim specified in such Notice of Claim Indemnitor will be conclusively deemed a Loss subject to indemnification have rejected such claim, in which event the Indemnitee will be free to pursue such remedies as may be available to it hereunder. In The Indemnitee will reasonably cooperate with and assist the case of a disputed claim, the parties will seek to resolve such disputes by good faith negotiations and, if Indemnitor in determining the validity of any claim for indemnity by the claim is not resolved within sixty (60) days after Indemnitee and in otherwise resolving such matters. Such assistance and cooperation will include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the dispute notice is giveninvestigation, the Indemnified Party may seek arbitration defense and resolution of such claim. If the Indemnifying Party does provide a dispute notice within the sixty (60) day period, no payments shall be made as matters and providing legal and business assistance with respect to such indemnification claims until final resolution is reached either by mutual written agreement between the parties or a final, binding and non-appealable decision by the arbitrator in accordance with Section 11.11matters.

Indemnification Procedures for Non-Third Party Claims. In The Indemnitee will provide written notice to the Indemnitor promptly, and in any event within 30 days, following its discovery of a claim any matter for which the Indemnitor may be liable hereunder that does not involve a Third Party Claim, which Claim being asserted against itNotice shall (i) state that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which the Indemnitee is entitled to indemnification pursuant hereto, and (ii) specify in reasonable detail each individual item of Loss included in the amount so stated, the Indemnified Party shall send a Notice of Claim promptly after discovery of date such item was paid or properly accrued, the basis for any anticipated liability and the representation, warranty, covenant or agreement contained herein to which each such claim (i) if item is related and the Indemnified Party is a Parent Indemnitee, to Equityholder Representative or (ii) if the Indemnified Party is a Equityholder Indemnitee, to Parent. The Notice of Claim shall set forth the amount, if known, or, if not known, a reasonable estimate computation of the foreseeable maximum amount of claimed Losses (to which estimate shall include as much detail as is reasonably practicable under the circumstances, but which shall not such Indemnitee claims to be conclusive of the final amount of such Losses) and a reasonable description of the basis for such claim. The Indemnifying Party and Indemnified Party shall reasonably cooperate to determine the validity of the claim for indemnity and the Indemnifying Party shall have sixty (60) days from receipt of such Notice of Claim to dispute the claimentitled hereunder. If the Indemnifying Party Indemnitor does not give notice acknowledge in writing its obligation to indemnify the Indemnified Party that it disputes Indemnitee with respect to such claim Losses within sixty (60) calendar 30 days after its receipt of the Notice of ClaimClaim Notice, the claim specified in such Notice of Claim Indemnitor will be conclusively deemed a Loss subject to indemnification have rejected such claim, in which event the Indemnitee will be free to pursue such remedies as may be available to it hereunder. In The failure to provide such notice, however, shall not release the case Indemnitor from any of a disputed claim, its obligations under this Article VIII except to the parties extent that the Indemnitor is prejudiced by such failure. The Indemnitee will seek to resolve such disputes by good faith negotiations and, if reasonably cooperate with and assist the Indemnitor in determining the validity of any claim for indemnity by the claim is not resolved within sixty (60) days after Indemnitee and in otherwise resolving such matters. Such assistance and cooperation will include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the dispute notice is giveninvestigation, the Indemnified Party may seek arbitration defense and resolution of such claim. If the Indemnifying Party does provide a dispute notice within the sixty (60) day period, no payments shall be made as matters and providing legal and business assistance with respect to such indemnification claims until final resolution is reached either by mutual written agreement between the parties or a final, binding and non-appealable decision by the arbitrator in accordance with Section 11.11matters.

Indemnification Procedures for Non-Third Party Claims. In The Indemnitee shall notify the event Indemnitor in writing as promptly as practicable following its discovery of a claim any matter for which the Indemnitee may seek indemnification pursuant to this Article IX that does not involve a Third Third-Party Claim being asserted against itClaim. Such notice shall (a) state that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement, and (b) specify in reasonable detail, as applicable, each individual item of Loss included in the amount so stated, the Indemnified Party shall send a Notice of Claim promptly after discovery of date such item was paid or properly accrued, the basis for such claim (i) if any anticipated liability and the Indemnified Party is a Parent Indemnitee, to Equityholder Representative or (ii) if the Indemnified Party is a Equityholder Indemnitee, to Parent. The Notice of Claim shall set forth the amount, if known, or, if not known, a reasonable estimate nature of the foreseeable maximum misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related and the computation of the amount of claimed Losses (to which estimate shall include such Indemnitee claims to be entitled under this Agreement; provided, however, that a failure or delay by an Indemnitee to provide such notice as much detail promptly as is reasonably practicable under the circumstances, but which shall not be conclusive of affect the final amount rights or obligations of such Losses) and a reasonable description of Indemnitee unless the basis for such claim. The Indemnifying Party and Indemnified Party shall reasonably cooperate to determine the validity of the claim for indemnity and the Indemnifying Party Indemnitor shall have sixty (60) days from receipt been prejudiced as a result of such Notice of Claim to dispute the claimfailure or delay. If the Indemnifying Party Indemnitor does not give notice acknowledge in writing its obligation to indemnify the Indemnified Party that it disputes Indemnitee with respect to such claim Losses within sixty (60) calendar 30 days after its receipt following delivery of the Notice of Claim, the claim specified in such Notice of Claim Indemnitor will be conclusively deemed a Loss subject to indemnification hereunder. In the case of a disputed have rejected such claim, in which event the parties Indemnitee will seek be free to resolve pursue such disputes by good faith negotiations and, if remedies as may be available under this Agreement. The Indemnitee will reasonably cooperate and assist the Indemnitor in determining the validity of any claim for indemnity by the claim is not resolved within sixty (60) days after Indemnitee and in otherwise resolving such matters. Such assistance and cooperation will include providing reasonable access to, and copies of, information, records and documents relating to such matters, furnishing employees to assist in the dispute notice is giveninvestigation, the Indemnified Party may seek arbitration defense and resolution of such claim. If the Indemnifying Party does provide a dispute notice within the sixty (60) day period, no payments shall be made as matters and providing legal and business assistance with respect to such indemnification claims until final resolution is reached either by mutual written agreement between the parties or a finalmatters, binding and nonin each case without expense (other than reimbursement of actual out-appealable decision by the arbitrator in accordance with Section 11.11of-pocket expenses).

Indemnification Procedures for Non-Third Party Claims. In the event of a claim that does not involve a Third Party Claim being asserted against it, the Indemnified Party Indemnitee shall send a Notice of Claim promptly after discovery of to the basis for such claim (i) if the Indemnified Party is a Parent Indemnitee, to Equityholder Representative or (ii) if the Indemnified Party is a Equityholder Indemnitee, to ParentIndemnitor. The Notice of Claim shall set forth the amount, if known, or, if not known, a reasonable an estimate of the foreseeable maximum amount of claimed Losses (which estimate shall include as much detail as is reasonably practicable under the circumstances, but which shall not be conclusive of the final amount of such Losses) and a reasonable description of the basis for such claim. The Indemnifying Party and Indemnified Party shall reasonably cooperate to determine the validity of the claim for indemnity and the Indemnifying Party shall Indemnitor will have sixty (60) 30 days from receipt of such Notice of Claim to dispute the claimclaim and will reasonably cooperate and assist the Indemnitee in determining the validity of the claim for indemnity. If the Indemnifying Party Indemnitor does not give written notice to the Indemnified Party Indemnitee that it disputes such claim within sixty (60) calendar 30 days after its receipt of the Notice of Claim, the claim specified in such Notice of Claim will be conclusively deemed a Loss subject to indemnification hereunder. In Notwithstanding the foregoing, in the case of a disputed claimany Seller, the parties will seek to resolve such disputes by good faith negotiations and, if the validity of the claim is not resolved within sixty (60) days after the dispute notice is given, the Indemnified Party may seek arbitration Sellers’ Representative shall act on behalf of such claim. If Sellers for the Indemnifying Party does provide a dispute notice within the sixty purposes of this Section 8.06 and any actions taken (60or not taken) day period, no payments by Sellers’ Representative on behalf of any such Seller shall be made binding on such Seller as an Indemnitor or Indemnitee, as the case may be, hereunder. All notices to any Seller under this Section 8.06 may be provided by Buyer to Sellers’ Representative in lieu of providing such indemnification claims until final resolution is reached either by mutual written agreement between the parties or a final, binding and non-appealable decision by the arbitrator in accordance with Section 11.11notice to any specific Seller.