Common use of Non-Third Party Claims Clause in Contracts

Non-Third Party Claims. With respect to any claim for indemnification hereunder which does not involve a third party claim, the Indemnified Party will give the Indemnifying Party written notice of such claim. The Indemnifying Party may acknowledge and agree by notice to the Indemnified Party in writing to satisfy such claim within 20 days of receipt of notice of such claim from the Indemnified Party. If the Indemnifying Party shall dispute such claim, the Indemnifying Party shall provide written notice of such dispute to the Indemnified Party within such 20-day period, setting forth in reasonable detail the basis of such dispute. Upon receipt of notice of any such dispute, the Indemnified Party and the Indemnifying Party shall use commercially reasonable efforts to resolve such dispute within 30 days of the date such notice of dispute is received. If the Indemnifying Party shall fail to provide written notice to the Indemnified Party within 20 days of receipt of notice from the Indemnified Party that the Indemnifying Party either acknowledges and agrees to pay such claim or disputes such claim, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay such claim in full and to have waived any right to dispute such claim. Once (a) the Indemnifying Party has acknowledged and agreed to pay any claim pursuant to this Section 9.3, (b) any dispute under this Section 9.3 has been resolved in favor of indemnification by mutual agreement of the Indemnifying Party and the Indemnified Party, or (c) any dispute under this Section 9.3 has been finally resolved in favor of indemnification by order of a court of competent jurisdiction or other tribunal having jurisdiction over such dispute, then the Indemnifying Party within 20 days of the date of acknowledgement by the Indemnifying Party or final resolution in favor of indemnification, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Party.

Non-Third Party Claims. With respect to any claim for indemnification hereunder which does not involve a third party claim, the Indemnified Party will give the Indemnifying Party written notice of such claim. The Indemnifying Party may acknowledge and agree by notice to the Indemnified Party in writing to satisfy such claim within 20 twenty (20) days of receipt of notice of such claim from the Indemnified Party. If the Indemnifying Party shall dispute such claim, the Indemnifying Party shall provide written notice of such dispute to the Indemnified Party within such 20-day period, setting forth in reasonable detail the basis of such dispute. Upon receipt of notice of any such dispute, the Indemnified Party and the Indemnifying Party shall use commercially reasonable efforts to resolve such dispute within 30 thirty (30) days of the date such notice of dispute is received. If the Indemnifying Party shall fail to provide written notice to the Indemnified Party within 20 twenty (20) days of receipt of notice from the Indemnified Party that the Indemnifying Party either acknowledges and agrees to pay such claim or disputes such claim, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay such claim in full and to have waived any right to dispute such claim. Once (a) the Indemnifying Party has acknowledged and agreed to pay any claim pursuant to this Section 9.38.3, (b) any dispute under this Section 9.3 8.3 has been resolved in favor of indemnification by mutual agreement of the Indemnifying Party and the Indemnified Party, or (c) any dispute under this Section 9.3 8.3 has been finally resolved in favor of indemnification by order of a court of competent jurisdiction or other tribunal (including an arbitrator contemplated by this agreement) having jurisdiction over such dispute, then the Indemnifying Party shall pay the amount of such claim to the Indemnified Party within 20 twenty (20) days of the date of acknowledgement by the Indemnifying Party or final resolution in favor of indemnification, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Party.

Non-Third Party Claims. With respect In the event that any Person entitled to any indemnification under this Agreement (an "INDEMNIFIED PARTY") asserts a claim for indemnification hereunder which does not involve a third party claimThird Party Claim (as defined in Section 8.4.2), against which a Person is required to provide indemnification under this Agreement (an "INDEMNIFYING PARTY"), the Indemnified Party will give the Indemnifying Party written notice of such claim. The Indemnifying Party may acknowledge and agree by notice to the Indemnified Party in writing to satisfy such claim within 20 30 days of receipt of notice of such claim from the Indemnified Party. If In the event that the Indemnifying Party shall dispute disputes such claim, the Indemnifying Party shall provide written notice of such dispute to the Indemnified Party within 30 days of receipt of written notice of such 20-day periodclaim, setting forth in a reasonable detail the basis of such dispute. Upon receipt of notice of any such dispute, In the Indemnified Party and the Indemnifying Party shall use commercially reasonable efforts to resolve such dispute within 30 days of the date such notice of dispute is received. If event that the Indemnifying Party shall fail to provide written notice to the Indemnified Party within 20 30 days of receipt of notice from the Indemnified Party that the Indemnifying Party either acknowledges and agrees to pay such claim or disputes such claim, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay such claim in full and to have waived any right to dispute such claim. Once (a) the Indemnifying Party has acknowledged and agreed to pay any claim pursuant to this Section 9.38.4.1, (b) or once any dispute under this Section 9.3 has been resolved in favor of indemnification by mutual agreement of the Indemnifying Party and the Indemnified Party, or (c) any dispute under this Section 9.3 8.4.1 has been finally resolved in favor of indemnification by order of a court of competent jurisdiction or other tribunal having jurisdiction over such disputeof competent jurisdiction, then subject to the provisions of Section 8.6.1, the Indemnifying Party shall pay the amount of such claim to the Indemnified Party within 20 10 days of the date of acknowledgement by the Indemnifying Party or final resolution in favor of indemnificationresolution, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Party.

Non-Third Party Claims. With respect to any In the event that the Indemnified Party should have a claim for indemnification hereunder which under this Article XI against the Indemnifying Party that does not involve a third party claimThird-Party Claim, the Indemnified Party will may deliver written notification of a claim for indemnification under this Section 11.5(d) (the “Indemnity Notice”). Any failure or delay by any Indemnified Party to give the Indemnifying Party written notice of Indemnity Notice shall not impair such claim. The Indemnifying Party may acknowledge and agree by notice party’s rights hereunder except to the Indemnified Party in writing extent that the Indemnifying Party’s ability to satisfy defend is materially prejudiced by such claim within 20 days of receipt of notice of such claim from the Indemnified Partyfailure or delay. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described in such Indemnity Notice or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim described in such Indemnity Notice, the Loss identified in the Indemnity Notice will be conclusively deemed a liability of the Indemnifying Party under Section 11.2 or Section 11.3, as applicable, and the Indemnifying Party shall dispute pay the amount of such Loss, subject to the limitations set forth in this Article XI, to the Indemnified Party on demand. If the Indemnifying Party has timely disputed the Indemnifying Party’s liability with respect to such claim, the Indemnifying Party shall provide written notice and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute to the Indemnified Party within such 20-day periodand, setting forth in reasonable detail the basis of such dispute. Upon receipt of notice of any such dispute, the Indemnified Party and the Indemnifying Party shall use commercially reasonable efforts to resolve such dispute if not resolved through negotiations within 30 days of the date such notice of dispute is received. If the Indemnifying Party shall fail to provide written notice to the following receipt by an Indemnified Party within 20 days of receipt of notice from the Indemnified Party that the Indemnifying Party either acknowledges and agrees to pay a Dispute Notice, such claim or disputes such claim, the Indemnifying Party dispute shall be deemed to have acknowledged and agreed to pay such claim resolved by litigation in full and to have waived any right to dispute such claim. Once (a) the Indemnifying Party has acknowledged and agreed to pay any claim pursuant to this Section 9.3, (b) any dispute under this Section 9.3 has been resolved in favor of indemnification by mutual agreement of the Indemnifying Party and the Indemnified Party, or (c) any dispute under this Section 9.3 has been finally resolved in favor of indemnification by order of a court of competent jurisdiction or other tribunal having jurisdiction over such dispute, then the Indemnifying Party within 20 days of the date of acknowledgement by the Indemnifying Party or final resolution in favor of indemnification, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Partyjurisdiction.

Non-Third Party Claims. With respect to any In the event that an Indemnified Party should have a claim for indemnification against the Indemnifying Party hereunder which that does not involve a claim or demand being asserted against or sought to be collected from it by a third party claimparty, the Indemnified Party will give shall send a notice with respect to such claim to the Indemnifying Party written notice of such claimParty. The Indemnifying Party may acknowledge and agree by shall have sixty (60) days from the date such notice is delivered during which to notify the Indemnified Party in writing of any good faith objections it has to satisfy such claim within 20 days of receipt of notice of such claim from the Indemnified Party. If the Indemnifying Party shall dispute such claim, the Indemnifying Party shall provide written 's notice of such dispute to the Indemnified Party within such 20-day periodor claims for indemnification, setting forth in reasonable detail the basis each of such dispute. Upon receipt of notice of any such dispute, the Indemnified Party and the Indemnifying Party shall use commercially reasonable efforts to resolve such dispute within 30 days of the date such notice of dispute is receivedParty's objections thereto. If the Indemnifying Party shall fail to provide does not deliver such written notice to the Indemnified Party of objection within 20 days of receipt of notice from the Indemnified Party that the Indemnifying Party either acknowledges and agrees to pay such claim or disputes such claimsixty-day period, the Indemnifying Party shall be deemed to not have acknowledged and agreed any objections to pay such claim in full and to have waived any right to dispute such claim. Once (a) If the Indemnifying Party has acknowledged and agreed to pay any claim pursuant to this Section 9.3does deliver such written notice of objection within such sixty (60) day period, (b) any dispute under this Section 9.3 has been resolved in favor of indemnification by mutual agreement of the Indemnifying Party and the Indemnified Party, or Party shall attempt in good faith to resolve any such dispute within sixty (c60) any dispute under this Section 9.3 has been finally resolved in favor of indemnification by order of a court of competent jurisdiction or other tribunal having jurisdiction over such dispute, then the Indemnifying Party within 20 days of the date of acknowledgement delivery by the Indemnifying Party or final resolution in favor of indemnification, as such written notice of objection. If the case may be, to such account Indemnifying Party and in such manner as is designated in writing by the Indemnified PartyParty are unable to resolve any such dispute within such sixty (60) day period, such dispute shall be submitted to the Separation Committee in accordance with the procedures set forth in Section [xx] of the Separation Agreement.

Non-Third Party Claims. With respect Within thirty (30) business days after a party obtains knowledge that it has sustained any Damages not involving a Third Party Claim or action which such party reasonably believes may give rise to any a claim for indemnification hereunder which does not involve a third from another party claimhereunder, the such Indemnified Party will give the Indemnifying Party written notice of such claim. The Indemnifying Party may acknowledge and agree by notice to the Indemnified Party in writing to satisfy such claim within 20 days of receipt of shall deliver notice of such claim from to the Indemnified Indemnifying Party, together with a brief description of the facts and data which support the claim for indemnification; provided, however, that failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its indemnification obligations hereunder, except to the extent that the Indemnifying Party is actually prejudiced thereby. Any such notice must be made to the Indemnifying Party not later than the expiration of the applicable survival period specified in Section 8.1. If the Indemnifying Party shall dispute does not notify the Indemnified Party within thirty (30) business days following its receipt of such claim, notice that the Indemnifying Party shall provide written notice of such dispute disputes its liability to the Indemnified Party within under this ARTICLE VIII, such 20-day period, setting forth in reasonable detail the basis of such dispute. Upon receipt of notice of any such dispute, claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability of the Indemnifying Party under this ARTICLE VIII and the Indemnifying Party shall use commercially reasonable efforts pay the amount of such claim to resolve such dispute within 30 days the Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such notice of dispute is receivedclaim (or such portion thereof) becomes finally determined. If the Indemnifying Party shall fail has timely disputed its liability with respect to provide written notice to the Indemnified Party within 20 days of receipt of notice from the Indemnified Party that the Indemnifying Party either acknowledges and agrees to pay such claim or disputes such claim, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay such claim in full and to have waived any right to dispute such claim. Once (a) the Indemnifying Party has acknowledged and agreed to pay any claim pursuant to this Section 9.3as provided above, (b) any dispute under this Section 9.3 has been resolved in favor of indemnification by mutual agreement of the Indemnifying Party and the Indemnified Party, or (c) any dispute under this Section 9.3 has been finally resolved Party shall proceed in favor good faith to negotiate a resolution of indemnification by order of a court of competent jurisdiction or other tribunal having jurisdiction over such dispute, then the Indemnifying Party within 20 days of the date of acknowledgement by the Indemnifying Party or final resolution in favor of indemnification, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Party.

Non-Third Party Claims. With respect to any claim for indemnification hereunder which does not involve a third party claim, the Indemnified Party will give the Indemnifying Party written notice of such claim. The Indemnifying Party may acknowledge and agree by notice to the Indemnified Party in writing to satisfy such claim within 20 twenty (20) days of receipt of notice of such claim from the Indemnified Party. If the Indemnifying Party shall dispute such claim, the Indemnifying Party shall provide written notice of such dispute to the Indemnified Party within such 20-day period, setting forth in reasonable detail the basis of such dispute. Upon receipt of notice of any such dispute, the Indemnified Party and the Indemnifying Party shall use commercially reasonable efforts to resolve such dispute within 30 thirty (30) days of the date such notice of dispute is received. If the Indemnifying Party shall fail to provide written notice to the Indemnified Party within 20 twenty (20) days of receipt of notice from the Indemnified Party that the Indemnifying Party either acknowledges and agrees to pay such claim or disputes such claim, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay such claim in full and to have waived any right to dispute such claim. Once (a) the Indemnifying Party has acknowledged and agreed to pay any claim pursuant to this Section 9.3, (b) any dispute under this Section 9.3 has been resolved in favor of indemnification by mutual agreement of the Indemnifying Party and the Indemnified Party, or (c) any dispute under this Section 9.3 has been finally resolved in favor of indemnification by order of a court of competent jurisdiction or other tribunal (including an arbitrator contemplated by this agreement) having jurisdiction over such dispute, then the Indemnifying Party shall pay the amount of such claim to the Indemnified Party within 20 twenty (20) days of the date of acknowledgement by the Indemnifying Party or final resolution in favor of indemnification, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Party.

Non-Third Party Claims. With respect to any claim for indemnification hereunder which does not involve a third party claim, the Indemnified Party will give the Indemnifying Party written notice of such claim. The Indemnifying Party may acknowledge and agree by notice to the Indemnified Party in writing to satisfy such claim within 20 twenty (20) days of receipt of notice of such claim from the Indemnified Party. If the Indemnifying Party shall dispute such claim, the Indemnifying Party shall provide written notice of such dispute to the Indemnified Party within such 20-day period, setting forth in reasonable detail the basis of such dispute. Upon receipt of notice of any such dispute, the Indemnified Party and the Indemnifying Party shall use commercially reasonable efforts to resolve such dispute within 30 thirty (30) days of the date such notice of dispute is received. If the Indemnifying Party shall fail to provide written notice to the Indemnified Party within 20 twenty (20) days of receipt of notice from the Indemnified Party that the Indemnifying Party either acknowledges and agrees to pay such claim or disputes such claim, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay such claim in full and to have waived any right to dispute such claim. Once (a) the Indemnifying Party has acknowledged and agreed to pay any claim pursuant to this Section 9.310.3, (b) any dispute under this Section 9.3 10.3 has been resolved in favor of indemnification by mutual agreement of the Indemnifying Party and the Indemnified Party, or (c) any dispute under this Section 9.3 10.3 has been finally resolved in favor of indemnification by order of a court of competent jurisdiction or other tribunal (including an arbitrator contemplated by this agreement) having jurisdiction over such dispute, then the Indemnifying Party shall pay the amount of such claim to the Indemnified Party within 20 twenty (20) days of the date of acknowledgement by the Indemnifying Party or final resolution in favor of indemnification, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Party.

Non-Third Party Claims. With respect In the event that any Person entitled to any indemnification under this Agreement (an "Indemnified Party") asserts a claim for indemnification hereunder which does not involve a third Third Party Claim (as defined in Section 11.4.2 below), against which a party claimto this Agreement is required to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Party will give the Indemnifying Party written notice of such claim. The Indemnifying Indemnifiying Party may acknowledge and agree by notice to the Indemnified Party in writing to satisfy such claim within 20 days of receipt of notice of such claim from the Indemnified Party. If In the event that the Indemnifying Party shall dispute disputes such claim, the Indemnifying Party shall provide written notice of such dispute to the Indemnified Party within 20 days of receipt of notice of such 20-day periodclaim, setting forth in a reasonable detail the basis of such dispute. Upon receipt of notice of any such dispute, In the Indemnified Party and the Indemnifying Party shall use commercially reasonable efforts to resolve such dispute within 30 days of the date such notice of dispute is received. If event that the Indemnifying Party shall fail to provide written notice to the Indemnified Party within 20 days of receipt of notice from the Indemnified Party that the Indemnifying Party either acknowledges and agrees to pay such claim or disputes such claim, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay such claim in full and to have waived any right to dispute such claim. Once (a) the Indemnifying Party has acknowledged and agreed to pay any claim pursuant to this Section 9.311.4.1, (b) or once any dispute under this Section 9.3 has been resolved in favor of indemnification by mutual agreement of the Indemnifying Party and the Indemnified Party, or (c) any dispute under this Section 9.3 11.4.1 has been finally resolved in favor of indemnification by order of a court of competent jurisdiction or other tribunal having jurisdiction over such disputeof competent jurisdiction, then subject to Section 11.5.1, the Indemnifying Party shall pay the amount of such claim to the Indemnified Party within 20 10 days of the date of acknowledgement by the Indemnifying Party or final resolution in favor of indemnificationresolution, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Party.

Non-Third Party Claims. With respect to any claim for indemnification hereunder which does not involve a third party claim, the Indemnified Party will give the Indemnifying Party written notice of such claim. The Indemnifying Party may acknowledge and agree by notice to the Indemnified Party in writing to satisfy such claim within 20 twenty (20) days of receipt of notice of such claim from the Indemnified Party. If the Indemnifying Party shall dispute disputes such claim, the Indemnifying Party shall provide written notice of such dispute to the Indemnified Party within such 20-day period, setting forth in reasonable detail the basis of such dispute. Upon receipt of notice of any such dispute, the Indemnified Party and the Indemnifying Party shall use commercially reasonable efforts to resolve such dispute within 30 thirty (30) days of the date such notice of dispute is received. If the Indemnifying Party shall fail fails to provide written notice to the Indemnified Party within 20 twenty (20) days of receipt of notice from the Indemnified Party that the Indemnifying Party either acknowledges and agrees to pay such claim or disputes such claim, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay such claim in full and to have waived any right to dispute such claim. Once (a) the Indemnifying Party has acknowledged and agreed to pay any claim pursuant to this Section 9.38.3, (b) any dispute under this Section 9.3 8.3 has been resolved in favor of indemnification by mutual agreement of the Indemnifying Party and the Indemnified Party, or (c) any dispute under this Section 9.3 8.3 has been finally resolved in favor of indemnification by order of a court of competent jurisdiction or other tribunal having jurisdiction over such dispute, then the Indemnifying Party shall pay the amount of such claim to the Indemnified Party within 20 twenty (20) days of the date of acknowledgement by the Indemnifying Party or final resolution in favor of indemnification, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Party.

Non-Third Party Claims. With respect to any claim for indemnification hereunder which does not involve a third party Third-Party claim, the Indemnified Party will give the Indemnifying Party written notice of such claim. The Indemnifying Party may acknowledge and agree by notice to the Indemnified Party in writing to satisfy such claim within 20 thirty (30) days of receipt of notice of such claim from the Indemnified Party. If the Indemnifying Party shall dispute such claim, the Indemnifying Party shall provide written notice of such dispute to the Indemnified Party within such 2030-day period, setting forth in reasonable detail the basis of such dispute. Upon receipt of notice of any such dispute, the Indemnified Party and the Indemnifying Party shall use commercially reasonable efforts to resolve such dispute within 30 thirty (30) days of the date such notice of dispute is received. If the Indemnifying Party shall fail to provide written notice to the Indemnified Party within 20 thirty (30) days of receipt of notice from the Indemnified Party that the Indemnifying Party either acknowledges and agrees to pay such claim or disputes such claim, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay such claim in full and to have waived any right to dispute such claim. Once (a) the Indemnifying Party has acknowledged and agreed to pay any claim pursuant to this Section 9.3, (b) any dispute under this Section 9.3 has been resolved in favor of indemnification by mutual agreement of the Indemnifying Party and the Indemnified Party, or (c) any dispute under this Section 9.3 has been finally resolved in favor of indemnification by order of a court of competent jurisdiction or other tribunal having jurisdiction over such disputepursuant to Article IX hereof, then if the Indemnified Party is the Buyer, the Buyer may set-off against payments due to Seller or Shareholder pursuant to this Agreement or the Employment Agreement or Consulting Agreement or if the Indemnified Party is the Seller or if the amount of the claim cannot be fully satisfied by set-off against payments due pursuant to this Agreement or the Employment Agreement or the Consulting Agreement, the Indemnifying Party shall pay the amount of such claim to the Indemnified Party within 20 twenty (20) days of the date of acknowledgement by the Indemnifying Party or final resolution in favor of indemnification, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Party.

Non-Third Party Claims. With respect to any In the event that an Indemnified Party should have a claim for indemnification against the Indemnifying Party hereunder which that does not involve a claim or demand being asserted against or sought to be collected from it by a third party claimparty, the Indemnified Party will give shall send a notice with respect to such claim to the Indemnifying Party written notice of such claimParty. The Indemnifying Party may acknowledge and agree by shall have sixty (60) days from the date such notice is delivered during which to notify the Indemnified Party in writing of any good faith objections it has to satisfy such claim within 20 days of receipt of notice of such claim from the Indemnified Party. If the Indemnifying Party shall dispute such claim, the Indemnifying Party shall provide written 's notice of such dispute to the Indemnified Party within such 20-day periodor claims for indemnification, setting forth in reasonable detail the basis each of such dispute. Upon receipt of notice of any such dispute, the Indemnified Party and the Indemnifying Party shall use commercially reasonable efforts to resolve such dispute within 30 days of the date such notice of dispute is receivedParty's objections thereto. If the Indemnifying Party shall fail to provide does not deliver such written notice to the Indemnified Party of objection within 20 days of receipt of notice from the Indemnified Party that the Indemnifying Party either acknowledges and agrees to pay such claim or disputes such claimsixty-day period, the Indemnifying Party shall be deemed to not have acknowledged and agreed any objections to pay such claim in full and to have waived any right to dispute such claim. Once (a) If the Indemnifying Party has acknowledged and agreed to pay any claim pursuant to this Section 9.3does deliver such written notice of objection within such sixty (60) day period, (b) any dispute under this Section 9.3 has been resolved in favor of indemnification by mutual agreement of the Indemnifying Party and the Indemnified Party, or Party shall attempt in good faith to resolve any such dispute within sixty (c60) any dispute under this Section 9.3 has been finally resolved in favor of indemnification by order of a court of competent jurisdiction or other tribunal having jurisdiction over such dispute, then the Indemnifying Party within 20 days of the date of acknowledgement delivery by the Indemnifying Party or final resolution in favor of indemnification, as such written notice of objection. If the case may be, to such account Indemnifying Party and in such manner as is designated in writing by the Indemnified PartyParty are unable to resolve any such dispute within such sixty (60) day period, such dispute shall be resolved in accordance with the Dispute Resolution Procedures set forth in the Amended and Restated Separation Agreement between Williams and Communications dated April 23, 2001.

Non-Third Party Claims. With respect to In the event any Indemnitee should have a claim for indemnification hereunder which against the Indemnitor under Section 12.01 that does not involve a third party claimThird Party Claim being asserted against or sought to be collected from such Indemnitee, the Indemnified Party Indemnitee will give the Indemnifying Party deliver written notice of such claim. The Indemnifying Party may acknowledge and agree by notice claim with reasonable promptness to the Indemnified Party in writing Indemnitor. Delay or failure to satisfy such claim within 20 days so notify the Indemnitor will only relieve the Indemnitor of receipt of notice its obligations to the extent, if at all, that it is actually -45- 52 prejudiced by reason of such claim from the Indemnified Partydelay or failure. If the Indemnifying Party shall Indemnitor does not notify the Indemnitee in writing within 60 calendar days following its receipt of such notice that the Indemnitor disputes its liability to the Indemnitee under Section 12.01 (which dispute may be as to the validity of such claim, the Indemnifying Party shall provide written amount thereof or both), such claim specified by the Indemnitee in such notice will conclusively be deemed a liability of the Indemnitor under Section 12.01 and the Indemnitor will pay the amount of such liability to the Indemnitee on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the Indemnitor has timely disputed its liability with respect to such claim, as provided above, the Indemnitor and the Indemnitee will proceed in good faith to negotiate a resolution of such dispute to the Indemnified Party within such 20-day periodand, setting forth in reasonable detail the basis of such dispute. Upon receipt of notice of any such disputeif not resolved through negotiations, the Indemnified Party and the Indemnifying Party shall use commercially reasonable efforts to resolve such dispute within 30 days of the date such notice of dispute is received. If the Indemnifying Party shall fail to provide written notice to the Indemnified Party within 20 days of receipt of notice from the Indemnified Party that the Indemnifying Party either acknowledges and agrees to pay such claim or disputes such claim, the Indemnifying Party shall will be deemed to have acknowledged and agreed to pay such claim resolved by litigation in full and to have waived any right to dispute such claim. Once (a) the Indemnifying Party has acknowledged and agreed to pay any claim pursuant to this Section 9.3, (b) any dispute under this Section 9.3 has been resolved in favor of indemnification by mutual agreement of the Indemnifying Party and the Indemnified Party, or (c) any dispute under this Section 9.3 has been finally resolved in favor of indemnification by order of a an appropriate court of competent jurisdiction or other tribunal having jurisdiction over such dispute, then the Indemnifying Party within 20 days of the date of acknowledgement by the Indemnifying Party or final resolution in favor of indemnification, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Partyjurisdiction.

Non-Third Party Claims. With respect In the event that any Person entitled to any indemnification under this Agreement (an "INDEMNIFIED PARTY") asserts a claim for indemnification hereunder which does not involve a third party claimThird Party Claim (as defined in Section 5.4.2) against which a Person is required to provide indemnification under this Agreement (an "INDEMNIFYING PARTY"), the Indemnified Party will give the Indemnifying Party written notice of such claim. The Indemnifying Party may acknowledge and agree by notice to the Indemnified Party in writing to satisfy such claim within 20 30 days of receipt of notice of such claim from the Indemnified Party. If In the event that the Indemnifying Party shall dispute disputes such claim, the Indemnifying Party shall provide written notice of such dispute to the Indemnified Party within 30 days of receipt of written notice of such 20-day periodclaim, setting forth in a reasonable detail the basis of such dispute. Upon receipt of notice of any such dispute, In the Indemnified Party and the Indemnifying Party shall use commercially reasonable efforts to resolve such dispute within 30 days of the date such notice of dispute is received. If event that the Indemnifying Party shall fail to provide written notice to the Indemnified Party within 20 30 days of receipt of notice from the Indemnified Party that the Indemnifying Party either acknowledges and agrees to pay such claim or disputes such claim, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay such claim in full and to have waived any right to dispute such claim. Once (a) the Indemnifying Party has acknowledged and agreed to pay any claim pursuant to this Section 9.3, (b) 5.4.1 or once any dispute under 28 29 this Section 9.3 has been resolved in favor of indemnification by mutual agreement of the Indemnifying Party and the Indemnified Party, or (c) any dispute under this Section 9.3 5.4.1 has been finally resolved in favor of indemnification by order of a court of competent jurisdiction or other tribunal having jurisdiction over such disputeof competent jurisdiction, then subject to the provisions of Section 5.6.1, the Indemnifying Party shall pay the amount of such claim to the Indemnified Party within 20 10 days of the date of acknowledgement by the Indemnifying Party or final resolution in favor of indemnificationresolution, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Party.

Non-Third Party Claims. With respect to In the event any Indemnified Party should have a claim for indemnification hereunder which under Section 8.1 or Section 8.2 against any Indemnifying Party that does not involve a third party claimThird-Party Claim, the Indemnified Party will shall deliver an Indemnity Notice with reasonable promptness to the Indemnifying Party. The failure or delay by any Indemnified Party to give the Indemnity Notice shall not impair such Indemnified Party’s rights hereunder except to the extent that the Indemnifying Party written notice of is actually materially prejudiced by such claim. The Indemnifying Party may acknowledge and agree by notice to the Indemnified Party in writing to satisfy such claim within 20 days of receipt of notice of such claim from the Indemnified Partyfailure or delay. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described in such Indemnity Notice or fails to notify the Indemnified Party within the thirty (30) day period following receipt of an Indemnity Notice as to whether the Indemnifying Party disputes the claim described in such Indemnity Notice, the Loss identified in the Indemnity Notice will be conclusively deemed an indemnifiable Loss under Section 8.1 or Section 8.2 and the Indemnifying Party shall dispute pay the amount of such Loss to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability with respect to such claim, the Indemnifying Party shall provide written notice and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute to and, if not resolved through negotiations within the thirty (30) day period following receipt by the Indemnified Party within such 20-day period, setting forth in reasonable detail the basis of such dispute. Upon receipt of notice of any such dispute, the Indemnified Party and the Indemnifying Party shall use commercially reasonable efforts to resolve such dispute within 30 days of the date such notice of dispute is received. If the Indemnifying Party shall fail to provide written notice to the Indemnified Party within 20 days of receipt of notice from the Indemnified Party that the Indemnifying Party either acknowledges and agrees disputes its liability with respect to pay such claim or disputes Loss, such claim, the Indemnifying Party dispute shall be deemed to have acknowledged and agreed to pay such claim in full and to have waived any right to dispute such claim. Once (a) the Indemnifying Party has acknowledged and agreed to pay any claim finally settled by binding arbitration pursuant to this Section 9.3, (b) any dispute under this Section 9.3 has been resolved in favor of indemnification by mutual agreement of the Indemnifying Party and the Indemnified Party, or (c) any dispute under this Section 9.3 has been finally resolved in favor of indemnification by order of a court of competent jurisdiction or other tribunal having jurisdiction over such dispute, then the Indemnifying Party within 20 days of the date of acknowledgement by the Indemnifying Party or final resolution in favor of indemnification, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Party9.8.

Non-Third Party Claims. With respect In the event that any Person entitled to any indemnification under this Agreement (an "INDEMNIFIED PARTY") asserts a claim for indemnification hereunder which does not involve a third party claimThird Party Claim (as hereinafter defined) against which a Person is required to provide indemnification under this Agreement (an "INDEMNIFYING PARTY"), the Indemnified Party will give the Indemnifying Party written notice of such claim. The Indemnifying Party may acknowledge and agree by notice to the Indemnified Party in writing to satisfy such claim within 20 30 days of receipt of notice of such claim from the Indemnified Party. If In the event that the Indemnifying Party shall dispute disputes such claim, the Indemnifying Party shall provide written notice of such dispute to the Indemnified Party within 30 days of receipt of written notice of such 20-day periodclaim, setting forth in a reasonable detail the basis of such dispute. Upon receipt of notice of any such dispute, In the Indemnified Party and the Indemnifying Party shall use commercially reasonable efforts to resolve such dispute within 30 days of the date such notice of dispute is received. If event that the Indemnifying Party shall fail to provide written notice to the Indemnified Party within 20 30 days of receipt of notice from the Indemnified Party that the Indemnifying Party either acknowledges and agrees to pay such claim or disputes such claim, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay such claim in full and to have waived any right to dispute such claim. Once (a) the Indemnifying Party has acknowledged and agreed to pay any claim pursuant to this Section 9.35.4(a), (b) or once any dispute under this Section 9.3 has been resolved in favor of indemnification by mutual agreement of the Indemnifying Party and the Indemnified Party, or (c5.4(a) any dispute under this Section 9.3 has been finally resolved in favor of indemnification by order of a court of competent jurisdiction or other tribunal having jurisdiction over such disputeof competent jurisdiction, then the Indemnifying Party shall, subject to the provisions of Section 5.5, pay the amount of such claim to the Indemnified Party within 20 10 days of the date of acknowledgement by the Indemnifying Party acknowledgment or final resolution in favor of indemnificationresolution, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Party.

Non-Third Party Claims. With respect to In the event any Indemnified Party should have a claim for indemnification against any Indemnifying Party hereunder which does not involve a third party claimThird Party Claim, the Indemnified Party will give shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of damages attributable to such claim. The Indemnifying Party may acknowledge , and agree by notice to the basis of the Indemnified Party in writing to satisfy Party’s request for indemnification under this Agreement, and such claim within 20 days of receipt of notice of such claim from further information as may be reasonably requested by the Indemnified Indemnifying Party. If the Indemnifying Party shall dispute such claim, the Indemnifying Party shall provide written notice of such dispute to does not notify the Indemnified Party within such twenty (20-day period, setting forth in reasonable detail ) days from the basis of such dispute. Upon Indemnifying Party’s receipt of notice of any the Indemnity Notice that the Indemnifying Party either disputes such disputeclaim and the reasons therefore, or reasonably needs further information, the claim specified by the Indemnified Party in the Indemnity Notice shall be deemed admitted in full and a liability of the Indemnifying Party shall use commercially reasonable efforts to resolve such dispute within 30 days of the date such notice of dispute is receivedhereunder. If the Indemnifying Party shall fail to provide written notice to requests further information and then does not dispute such claim and set forth the reasons therefore within ten (10) days after receipt of such information, then the claim specified by the Indemnified Party within 20 days in the Indemnity Notice shall be deemed admitted in full and a liability of receipt of notice from the Indemnified Party that the Indemnifying Party either acknowledges and agrees to pay such claim or disputes such claim, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay such claim in full and to have waived any right to dispute such claimhereunder. Once (a) the Indemnifying Party has acknowledged and agreed to pay any claim pursuant to this Section 9.3, (b) any dispute under this Section 9.3 has been resolved in favor of indemnification by mutual agreement of the The Indemnifying Party and the Indemnified Party, or Party shall negotiate in good faith to resolve any such claim for indemnification within thirty (c30) any dispute under this Section 9.3 has been finally resolved in favor of indemnification by order of a court of competent jurisdiction or other tribunal having jurisdiction over such dispute, then the Indemnifying Party within 20 days of receipt of the date Indemnity Notice (the “Negotiation Period”). If such claim is not settled within the Negotiation Period, either party may bring suit in accordance with the General Provisions of acknowledgement by the Indemnifying Party or final resolution in favor of indemnification, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Partythis Agreement below.

Non-Third Party Claims. With respect to If any Indemnified Party has a claim for indemnification hereunder which under Section 9.1 or Section 10.4 against any Indemnifying Party that does not involve a third party claimThird-Party Claim, the Indemnified Party will shall deliver an Indemnity Notice with reasonable promptness to the Indemnifying Party. The failure or delay by any Indemnified Party to give the Indemnity Notice shall not impair such Indemnified Party’s rights hereunder except to the extent that (i) such failure results in a lack of actual notice and (ii) the Indemnifying Party written notice of is actually materially prejudiced by such claim. The Indemnifying Party may acknowledge and agree by notice to the Indemnified Party in writing to satisfy such claim within 20 days of receipt of notice of such claim from the Indemnified Partyfailure or delay. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described in such Indemnity Notice or fails to notify the Indemnified Party within the 30 day period following receipt of an Indemnity Notice that it disputes the claim described in such Indemnity Notice, the Loss identified in the Indemnity Notice will be conclusively deemed an indemnifiable Loss pursuant to Section 9.1 or Section 10.4, as applicable, and the Indemnifying Party shall dispute pay the amount of such Loss to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its Liability with respect to such claim, the Indemnifying Party shall provide written notice and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute to and, if not resolved through negotiations within the 30 day period following receipt by the Indemnified Party within such 20-day period, setting forth in reasonable detail the basis of such dispute. Upon receipt of notice of any such dispute, the Indemnified Party and the Indemnifying Party shall use commercially reasonable efforts to resolve such dispute within 30 days of the date such notice of dispute is received. If the Indemnifying Party shall fail to provide written notice to the Indemnified Party within 20 days of receipt of notice from the Indemnified Party that the Indemnifying Party either acknowledges and agrees disputes its Liability with respect to pay such claim or disputes Loss, such claim, the Indemnifying Party dispute shall be deemed to have acknowledged and agreed to pay such claim in full and to have waived any right to dispute such claim. Once (a) the Indemnifying Party has acknowledged and agreed to pay any claim pursuant to this Section 9.3, (b) any dispute under this Section 9.3 has been resolved in favor of indemnification by mutual agreement of the Indemnifying Party and the Indemnified Party, or (c) any dispute under this accordance with Section 9.3 has been finally resolved in favor of indemnification by order of a court of competent jurisdiction or other tribunal having jurisdiction over such dispute, then the Indemnifying Party within 20 days of the date of acknowledgement by the Indemnifying Party or final resolution in favor of indemnification, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Party12.9.

Non-Third Party Claims. With respect In the event that any Person entitled to any indemnification under this Agreement (an "Indemnified Party") asserts a claim for indemnification hereunder which does not involve a third Third Party Claim (as defined in Section 11.4.2 below), against which a party claimto this Agreement is required to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Party will give the Indemnifying Party written notice of such claim. The Indemnifying Party may acknowledge and agree by notice to the Indemnified Indemnifying Party in writing to satisfy such claim within 20 days of receipt of notice of such claim from the Indemnified Party. If In the event that the Indemnifying Party shall dispute disputes such claim, the Indemnifying Party shall provide written notice of such dispute to the Indemnified Party within 20 days of receipt of notice of such 20-day periodclaim, setting forth in a reasonable detail the basis of such dispute. Upon receipt of notice of any such dispute, In the Indemnified Party and the Indemnifying Party shall use commercially reasonable efforts to resolve such dispute within 30 days of the date such notice of dispute is received. If event that the Indemnifying Party shall fail to provide written notice to the Indemnified Party within 20 days of receipt of notice from the Indemnified Party that the Indemnifying Party either acknowledges and agrees to pay such claim or disputes such claim, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay such claim in full and to have waived any right to dispute such claim. Once (a) the Indemnifying Party has acknowledged and agreed to pay any claim pursuant to this Section 9.311.4.1, (b) or once any dispute under this Section 9.3 has been resolved in favor of indemnification by mutual agreement of the Indemnifying Party and the Indemnified Party, or (c) any dispute under this Section 9.3 11.4.1 has been finally resolved in favor of indemnification by order of a court of competent jurisdiction or other tribunal having jurisdiction over such disputeof competent jurisdiction, then subject to Section 11.5.1, the Indemnifying Party shall pay the amount of such claim to the Indemnified Party within 20 10 days of the date of acknowledgement by the Indemnifying Party or final resolution in favor of indemnificationresolution, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Party.

Non-Third Party Claims. With respect to any Any claim for indemnification hereunder which does not involve a third party claimThird Party Claim (as defined in Section 8.05(b) below) may be asserted by giving written notice describing in reasonable detail the matter giving rise to the indemnification obligation under this Agreement (an “Indemnification Notice”) to the Indemnifying Party. Upon receipt of an Indemnification Notice, the Indemnified Party will give the Indemnifying Party written notice of such claim. The Indemnifying Party may (a) acknowledge and agree by notice to the Indemnified Party in writing to satisfy such claim within 20 45 days of receipt of notice of the Indemnification Notice or (b) dispute such claim from the Indemnified Party. If In the event that the Indemnifying Party shall dispute disputes such claim, the Indemnifying Party shall provide written notice of such dispute to the Indemnified Party within 15 Business Days of receipt of the Indemnification Notice for such 20-day periodclaim, setting forth in a reasonable detail the basis of for such dispute. Upon receipt of notice of any such dispute, the Indemnified Party dispute (a “Dispute Notice”) and the Indemnifying Party shall use commercially reasonable efforts parties will negotiate in good faith to resolve such dispute for a period of 30 days from delivery of the Dispute Notice. If the parties are unable to resolve such dispute within 30 days such 30-day period, the dispute shall be governed by Section 10.09 of this Agreement. In the date such notice of dispute is received. If event that the Indemnifying Party shall fail to provide written notice to the Indemnified Party within 20 45 days of receipt of notice an Indemnification Notice from the Indemnified Party that the Indemnifying Party either acknowledges and agrees to pay such claim or disputes such claim, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay such claim in full and to have waived any right to dispute such claimfull. Once (a) the Indemnifying Party has acknowledged and agreed to pay any claim pursuant to this Section 9.3Section, (b) or once any dispute under this Section 9.3 has been resolved in favor of indemnification by mutual agreement of the Indemnifying Party and the Indemnified Party, or (c8.05(a) any dispute under this Section 9.3 has been finally resolved in favor of indemnification by order of a court or other tribunal of competent jurisdiction or other tribunal having jurisdiction over such disputein accordance with Section 10.09, then the Indemnifying Party shall pay the amount of such claim to the Indemnified Party within 20 10 days of the date of acknowledgement by the Indemnifying Party or final resolution in favor of indemnificationresolution, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Party.. EXECUTION VERSION

Non-Third Party Claims. With respect to If any claim for indemnification hereunder which does not involve a third party claim, the Indemnified Party will give the Indemnifying Party written notice of such claim. The Indemnifying Party may acknowledge and agree by notice to the Indemnified Party in writing to satisfy such claim within 20 days of receipt of notice of such claim from the Indemnified Party. If the Indemnifying Party shall dispute such claim, the Indemnifying Party shall provide written notice of such dispute to the Indemnified Party within such 20-day period, setting forth in reasonable detail the basis of such dispute. Upon receipt of notice of any such dispute, the Indemnified Party and the Indemnifying Party shall use commercially reasonable efforts to resolve such dispute within 30 days of the date such notice of dispute is received. If the Indemnifying Party shall fail to provide written notice to the Indemnified Party within 20 days of receipt of notice from the Indemnified Party that the Indemnifying Party either acknowledges and agrees to pay such claim or disputes such claim, the Indemnifying Party shall be deemed to should have acknowledged and agreed to pay such claim in full and to have waived any right to dispute such claim. Once (a) the Indemnifying Party has acknowledged and agreed to pay any a claim pursuant to this Section 9.3, (b11(a) any dispute under this Section 9.3 has been resolved in favor of indemnification by mutual agreement of the Indemnifying Party and the Indemnified Party, or (c11(b) any dispute under this Section 9.3 has been finally resolved in favor of indemnification by order of a court of competent jurisdiction or other tribunal having jurisdiction over such dispute, then the Indemnifying Party within 20 days of the date of acknowledgement by the Indemnifying Party or final resolution in favor of indemnificationhereof, as the case may be, against any Indemnifying Party that does not involve a third-party claim, the Indemnified Party shall deliver, with reasonable promptness, a written notice describing the claim and the Losses to the Indemnifying Person (the "Indemnity Notice"). If the Indemnifying Person notifies the Indemnified Party that it does not dispute the claim described in the Indemnity Notice within 30 days (the "Dispute Period") following receipt of the Indemnity Notice or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Person disputes the claim described in the Indemnity Notice, the Loss(es) in the amount specified in the Indemnity Notice will be conclusively deemed a liability of the Indemnifying Person hereunder and the Indemnifying Person shall pay the amount of such Loss(es) to the Indemnified Party on demand (subject to Sections 11(d) or 11(e) hereof, as the case may be). If the Indemnifying Person has timely disputed its liability with respect to such account claim, the Indemnifying Person and in such manner as is designated in writing by the Indemnified PartyParty will proceed in good faith to negotiate a resolution of such dispute within 30 days following expiration of the Dispute Period (the "Resolution Period"). If the dispute is not resolved through negotiations within the Resolution Period, such dispute shall be resolved by litigation in a court of competent jurisdiction.

Non-Third Party Claims. With respect If any Indemnified Party ---------------------- should have a claim pursuant to Section 11(a) or 11(b) hereof, as the case may ------------- ----- be, against any claim for indemnification hereunder which Indemnifying Party that does not involve a third third-party claim, the Indemnified Party will give shall deliver, with reasonable promptness, a written notice describing the claim and the Losses to the Indemnifying Person (the "Indemnity Notice"). If the Indemnifying Person notifies the Indemnified Party written notice that it does not dispute the claim described in the Indemnity Notice within 30 days (the "Dispute Period") following receipt of the Indemnity Notice or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Person disputes the claim described in the Indemnity Notice, the Loss(es) in the amount specified in the Indemnity Notice will be conclu- sively deemed a liability of the Indemnifying Person hereunder and the Indemnifying Person shall pay the amount of such claim. The Indemnifying Party may acknowledge and agree by notice Loss(es) to the Indemnified Party in writing on demand (subject to satisfy such claim within 20 days of receipt of notice of such claim from the Indemnified Party. If the Indemnifying Party shall dispute such claim, the Indemnifying Party shall provide written notice of such dispute to the Indemnified Party within such 20-day period, setting forth in reasonable detail the basis of such dispute. Upon receipt of notice of any such dispute, the Indemnified Party and the Indemnifying Party shall use commercially reasonable efforts to resolve such dispute within 30 days of the date such notice of dispute is received. If the Indemnifying Party shall fail to provide written notice to the Indemnified Party within 20 days of receipt of notice from the Indemnified Party that the Indemnifying Party either acknowledges and agrees to pay such claim Sections 11(d) or disputes such claim, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay such claim in full and to have waived any right to dispute such claim. Once (a11(e) the Indemnifying Party has acknowledged and agreed to pay any claim pursuant to this Section 9.3, (b) any dispute under this Section 9.3 has been resolved in favor of indemnification by mutual agreement of the Indemnifying Party and the Indemnified Party, or (c) any dispute under this Section 9.3 has been finally resolved in favor of indemnification by order of a court of competent jurisdiction or other tribunal having jurisdiction over such dispute, then the Indemnifying Party within 20 days of the date of acknowledgement by the Indemnifying Party or final resolution in favor of indemnificationhereof, as the case may be, ). ------------- ----- If the Indemnifying Person has timely disputed its liability with respect to such account claim, the Indemnifying Person and in such manner as is designated in writing by the Indemnified PartyParty will proceed in good faith to negotiate a resolution of such dispute within 30 days following expiration of the Dispute Period (the "Resolution Period"). If the dispute is not resolved through negotiations within the Resolution Period, such dispute shall be resolved by litigation in a court of competent jurisdiction.

Non-Third Party Claims. With respect In the event that any Person entitled to any indemnification under this Agreement (an “Indemnified Party”) asserts a claim for indemnification hereunder indemnification, which does not involve a third party claimThird Party Claim (as defined in Section 8.5.2 below), against which a Person is required to provide indemnification under this Agreement (an “Indemnifying Party”), the Indemnified Party will give the Indemnifying Party written notice of such claim. The Indemnifying Party may acknowledge and agree by notice to the Indemnified Party in writing to satisfy such claim within 20 days of receipt of notice of such claim from the Indemnified Party. If In the event that the Indemnifying Party shall dispute disputes such claim, the Indemnifying Party shall provide written notice of such dispute to the Indemnified Party within 20 days of receipt of written notice of such 20-day periodclaim, setting forth in a reasonable detail the basis of such dispute. Upon receipt of notice of any such dispute, In the Indemnified Party and the Indemnifying Party shall use commercially reasonable efforts to resolve such dispute within 30 days of the date such notice of dispute is received. If event that the Indemnifying Party shall fail to provide written notice to the Indemnified Party within 20 days of receipt of notice from the Indemnified Party that the Indemnifying Party either acknowledges and agrees to pay such claim or disputes such claim, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay such claim in full and to have waived any right to dispute such claim. Once (a) the Indemnifying Party has acknowledged and agreed to pay any claim pursuant to this Section 9.38.5.1, (b) or once any dispute under this Section 9.3 has been resolved in favor of indemnification by mutual agreement of the Indemnifying Party and the Indemnified Party, or (c) any dispute under this Section 9.3 8.5.1 has been finally resolved in favor of indemnification by order of a court of competent jurisdiction or other tribunal having jurisdiction over such disputeof competent jurisdiction, then the Indemnifying Party shall pay the amount of such claim to the Indemnified Party within 20 10 days of the date of acknowledgement by the Indemnifying Party or final resolution in favor of indemnificationresolution, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Party.

Non-Third Party Claims. With respect In the event that a party entitled to any indemnification under this Agreement (an "Indemnified Party") asserts a claim for indemnification hereunder which does not involve a third Third Party Claim (as defined in Section 6.4.2 hereof) against which a party claimis required to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Party will give the Indemnifying Party written notice of such claim. The Indemnifying Party may acknowledge and agree by notice to the Indemnified Party in writing to satisfy such claim within 20 fifteen (15) days of receipt of notice of such claim from the Indemnified Party. If In the event that the Indemnifying Party shall dispute disputes such claim, the Indemnifying Party shall provide written notice of such dispute to the Indemnified Party within fifteen (15) days of receipt of written notice of such 20-day periodclaim, setting forth in a reasonable detail the basis of such dispute. Upon receipt of notice of any such dispute, In the Indemnified Party and the Indemnifying Party shall use commercially reasonable efforts to resolve such dispute within 30 days of the date such notice of dispute is received. If event that the Indemnifying Party shall fail to provide written notice to the Indemnified Party within 20 fifteen (15) days of receipt of notice from the Indemnified Party that the Indemnifying Party either acknowledges and agrees to pay such claim or disputes such claim, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay such claim in full and to have waived any right to dispute such claim. Once (a) the Indemnifying Party has acknowledged and agreed or been deemed to have acknowledged and agreed to pay any claim pursuant to this Section 9.36.4.1, (b) or once any dispute under this Section 9.3 has been resolved in favor of indemnification by mutual agreement of the Indemnifying Party and the Indemnified Party, or (c) any dispute under this Section 9.3 6.4.1 has been finally resolved in favor of indemnification by order of a court of competent jurisdiction or other tribunal having jurisdiction over such disputeof competent jurisdiction, then the Indemnifying Party shall pay the amount of such claim to the Indemnified Party within 20 ten (10) days of the date of acknowledgement by the Indemnifying Party or final resolution in favor of indemnificationresolution, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Party.

Non-Third Party Claims. With respect to any claim for indemnification hereunder which does not involve a third party claim, the Indemnified Party will give the Indemnifying Party written notice of such claimclaim and the Indemnified Party shall make available to the Indemnifying Party all relevant information which is material to such claim and is in the possession of the Indemnified Party, including, to the extent practicable, an estimate of the damages suffered by the Indemnified Party as of the date of the notice. The Indemnifying Party may acknowledge and agree by notice to the Indemnified Party in writing to satisfy such claim within 20 thirty (30) days of receipt of notice of such claim from the Indemnified Party. If the Indemnifying Party shall dispute such claim, the Indemnifying Party shall provide written notice of such dispute to the Indemnified Party within such 2030-day period, setting forth in reasonable detail the basis of such dispute. Upon receipt of notice of any such dispute, the Indemnified Party and the Indemnifying Party shall use commercially reasonable efforts to resolve such dispute within 30 thirty (30) days of the date such notice of dispute is received. If the Indemnifying Party shall fail to provide written notice to the Indemnified Party within 20 thirty (30) days of receipt of notice from the Indemnified Party that the Indemnifying Party either acknowledges and agrees to pay such claim or disputes such claim, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay such claim in full and to have waived any right to dispute such claim. Once (a) If the Indemnifying Party has acknowledged and agreed agrees, or is deemed to have agreed, to pay any claim pursuant to this Section 9.3, (b) any dispute under this Section 9.3 has been resolved in favor of indemnification by mutual agreement of the Indemnifying Party and the Indemnified Party, or (c) any dispute under this Section 9.3 has been finally resolved in favor of indemnification by order of a court of competent jurisdiction or other tribunal having jurisdiction over such disputeclaim, then the Indemnifying Party shall pay the amount of such claim to the Indemnified Party within 20 twenty (20) days of the date of acknowledgement by the Indemnifying Party such agreement or final resolution in favor of indemnification, as the case may be, deemed agreement to such an account and in such manner as is designated in writing by the Indemnified Party.

Non-Third Party Claims. With respect to any If a claim for indemnification hereunder which Losses (a “Claim”) is to be made by any Indemnified Party that does not involve a third party claimparty, such Indemnified Party shall give written notice (a “Claim Notice”) to Sellers (and, prior to the twelve (12) month anniversary of the Closing Date, the Escrow Agent) if the Claim Notice is being given by a Buyer Indemnified Party will and to Buyer if the Claim Notice is being given by a Seller Indemnified Party, in each case, promptly after such Indemnified Party becomes aware of any fact, condition or event giving rise to Losses for which indemnification may be sought under Section 7.2, which Claim Notice shall specify in reasonable detail, to the extent reasonably known and practicable at such time, the amount of the Claim and the individual item of Loss included in the amount so stated, the date (if any) such item was suffered, sustained or incurred and the basis for indemnification. The failure of any Indemnified Party to give timely notice hereunder shall not affect such Indemnified Party’s rights to indemnification hereunder, except to the extent the applicable Indemnifying Party written notice of is actually prejudiced by such claim. The Indemnifying Party may acknowledge and agree by notice to the Indemnified Party in writing to satisfy such claim within 20 days of receipt of notice of such claim from the Indemnified Partydelay or failure. If the applicable Indemnifying Party shall dispute such claim, the Indemnifying Party shall provide written notice of such dispute to the Indemnified Party within such 20-day period, setting forth in reasonable detail the basis of such dispute. Upon receipt of notice of any such dispute, the Indemnified Party and the Indemnifying Party shall use commercially reasonable efforts to resolve such dispute within 30 days of the date such notice of dispute is received. If the Indemnifying Party shall fail to provide written notice to the Indemnified Party within 20 days of receipt of notice from (i) notifies the Indemnified Party that they do not dispute the claim described in such Claim Notice or (ii) fails to respond within thirty (30) days following receipt of such Claim Notice, the Losses identified in the Claim Notice will be conclusively deemed a liability of the Indemnifying Party either acknowledges and agrees to pay such claim or disputes such claim, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay such claim in full and to have waived any right to dispute such claim. Once (a) the Indemnifying Party has acknowledged and agreed to pay any claim pursuant to this under Section 9.37.2(a), (b) any dispute under this Section 9.3 has been resolved in favor of indemnification by mutual agreement of the Indemnifying Party and the Indemnified Party, or (c), as applicable. If the applicable Indemnifying Party notifies the Indemnified Party that it disputes its liability with respect to such Claim or the estimated amount of such Losses within thirty (30) any dispute under this Section 9.3 has been finally resolved days following receipt of such Claim Notice, the parties shall attempt in favor of indemnification by order of a court of competent jurisdiction or other tribunal having jurisdiction over good faith to resolve such dispute, then the Indemnifying Party within 20 days of the date of acknowledgement by the Indemnifying Party or final resolution in favor of indemnification, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Party.

Non-Third Party Claims. With respect to any If a claim for indemnification hereunder Losses (a “Claim ”) is to be made by an Indemnified Party, other than in connection with a Tax Claim (which does not involve a third party claimshall be governed by Section 2.3(e)), the such Indemnified Party will shall give notice (including a reasonably detailed description of the Claim) to the party from whom such indemnification is sought (the “Indemnifying Party ”) before the applicable survival period for such Claim expires (if ever) in accordance with Section 7.1 and as promptly as practicable after such Indemnified Party becomes aware of any fact, condition or event which may give rise to Losses for which indemnification may be sought under this Article VII; provided, however, that the failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except to the extent the Indemnifying Party written is actually prejudiced by such failure. Within 30 days after delivery of a notice of such claim. The pursuant to this Section 7.3(a) (the “ Response Period ”), the Indemnifying Party may acknowledge and agree by notice shall deliver to the Indemnified Party in writing a written response to satisfy such claim within 20 days of receipt of notice of such claim from the Indemnified Partynotice. If the Indemnifying Party shall dispute such claim, the Indemnifying Party shall provide written notice of such dispute fails to the Indemnified Party so respond within such 20-day period, setting forth in reasonable detail the basis of such dispute. Upon receipt of notice of any such dispute, the Indemnified Party and the Indemnifying Party shall use commercially reasonable efforts to resolve such dispute within 30 days of the date such notice of dispute is received. If the Indemnifying Party shall fail to provide written notice to the Indemnified Party within 20 days of receipt of notice from the Indemnified Party that the Indemnifying Party either acknowledges and agrees to pay such claim or disputes such claim, then the Indemnifying Party shall be deemed to have acknowledged irrevocably accepted the notice and agreed to pay such claim the Losses at issue therein, subject to the limitations set forth in full this Article VII, and to have waived any right to dispute such claim. Once (a) the Indemnifying Party has acknowledged shall satisfy such obligation promptly, and agreed to pay in any claim event within ten (10) days after the expiration of the Response Period. If, within 30 days after delivery of the notice pursuant to this Section 9.37.3(a), (b) any dispute under this Section 9.3 has been resolved in favor of indemnification by mutual agreement of the Indemnifying Party and delivers a written notice disputing the Indemnified Party, or (c) any dispute under this Section 9.3 has been finally resolved ’s entitlement to indemnification for the Losses described in favor of indemnification by order of a court of competent jurisdiction or other tribunal having jurisdiction over such disputenotice, then the Indemnifying Party parties shall use their commercially reasonable efforts to settle such disputed matters within 20 30 days following the expiration of the date Response Period. The parties hereto acknowledge and agree that the Federal Rules of acknowledgement Evidence Rule 408 shall apply to the parties hereto during any such negotiations and any subsequent dispute arising therefrom. If the parties are unable to reach agreement within such 30-day period, the dispute may be resolved by any legally available means consistent with the Indemnifying Party or final resolution in favor provisions of indemnification, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Party.Section 9.6. 26

Non-Third Party Claims. With respect (a) In the event that any Person entitled to any indemnification under this Agreement (an "Indemnified Party") asserts a claim for indemnification hereunder which does not involve a third party claimThird Party Claim (as defined in Section 7.4.2) (a "Non-Third Party Claim"), against which a Person is required to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Party will shall give written notice to the Indemnifying Party written notice (the "Non-Third Party Claim Notice"), which Non-Third Party Claim Notice shall (i) describe the claim in reasonable detail, and (ii) indicate the amount (estimated, if necessary, and to the extent feasible) of such claimthe Losses that have been or may be suffered by the Indemnified Party. 13 (b) The Indemnifying Party may acknowledge and agree by written notice (the "Non-Third Party Acknowledgement of Liability") to the Indemnified Party in writing to satisfy such claim the Non-Third Party Claim within 20 30 days of receipt of notice of such claim from the Indemnified PartyNon-Third Party Claim Notice. If In the event that the Indemnifying Party shall dispute such claimdisputes the Non-Third Party Claim, the Indemnifying Party shall provide written notice of such dispute (the "Non-Third Party Dispute Notice") to the Indemnified Party within such 2030 days of receipt of the Non-day periodThird Party Claim Notice (the "Non-Third Party Dispute Period"), setting forth in a reasonable detail the basis of such dispute. Upon receipt of notice of any such dispute, In the Indemnified Party and the Indemnifying Party shall use commercially reasonable efforts to resolve such dispute within 30 days of the date such notice of dispute is received. If event that the Indemnifying Party shall fail to provide written notice to deliver the Indemnified Non-Third Party Acknowledgement of Liability or Non-Third Party Dispute Notice within 20 days of receipt of notice from the Indemnified Non-Third Party that the Indemnifying Party either acknowledges and agrees to pay such claim or disputes such claimDispute Period, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay such claim the Non-Third Party Claim in full and to have waived any right to dispute such claimthe Non-Third Party Claim. Once (a) the Indemnifying Party has acknowledged and agreed to pay any claim Non-Third Party Claim pursuant to this Section 9.37.4.1, (b) or once any dispute under this Section 9.3 has been resolved in favor of indemnification by mutual agreement of the Indemnifying Party and the Indemnified Party, or (c) any dispute under this Section 9.3 7.4.1 has been finally resolved in favor of indemnification by order of a court of competent jurisdiction or other tribunal having jurisdiction over such disputeof competent jurisdiction, then subject to the provisions of Section 7.6.1, the Indemnifying Party shall pay the amount of such Non-Third Party Claim to the Indemnified Party within 20 10 days of the date of acknowledgement by the Indemnifying Party or final resolution in favor of indemnificationresolution, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Party.. 7.4.2

Non-Third Party Claims. With respect to any claim for indemnification hereunder which does not involve a third party claim, the Indemnified Party will give the Indemnifying Party written notice of such claim. The Indemnifying Party may acknowledge and agree by notice to the Indemnified Party in writing to satisfy such claim within 20 twenty (20) days of receipt of notice of such claim from the Indemnified Party. If the Indemnifying Party shall dispute such claim, the Indemnifying Party shall provide written notice of such dispute to the Indemnified Party within such 20-day period, setting forth in reasonable detail the basis of such dispute. Upon receipt of notice of any such dispute, the Indemnified Party and the Indemnifying Party shall use commercially reasonable efforts to resolve such dispute within 30 thirty (30) days of the date such notice of dispute is received. If the Indemnifying Party shall fail to provide written notice to the Indemnified Party within 20 twenty (20) days of receipt of notice from the Indemnified Party that the Indemnifying Party either acknowledges and agrees to pay such claim or disputes such claim, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay such claim in full and to have waived any right to dispute such claim. Once (a) the Indemnifying Party has acknowledged and agreed to pay any claim pursuant to this Section 9.37.3, (b) any dispute under this Section 9.3 7.3 has been resolved in favor of indemnification by mutual agreement of the Indemnifying Party and the Indemnified Party, or (c) any dispute under this Section 9.3 7.3 has been finally resolved in favor of indemnification by order of a court of competent jurisdiction or other tribunal (including an arbitrator contemplated by this agreement) having jurisdiction over such dispute, then the Indemnifying Party shall pay the amount of such claim to the Indemnified Party within 20 twenty (20) days of the date of acknowledgement by the Indemnifying Party or final resolution in favor of indemnification, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Party.

Non-Third Party Claims. With respect An Indemnified Party wishing to any assert a claim for indemnification hereunder under this Article VII which does is not involve subject to Section 7.3(a) shall deliver to the Indemnifying Party a third party claimwritten notice (a “Claim Notice”) which contains (i) a description and the amount (the “Claimed Amount”) of any Damages incurred by the Indemnified Party, (ii) a statement that the Indemnified Party will give is entitled to indemnification under this Article VII and a reasonable explanation of the basis therefor, and (iii) a demand for payment in the amount of such Damages. Within 30 days after delivery of a Claim Notice, the Indemnifying Party written notice of such claim. The Indemnifying Party may acknowledge and agree by notice shall deliver to the Indemnified Party a written response in writing to satisfy such claim within 20 days of receipt of notice of such claim from which the Indemnifying Party shall: (I) agree that the Indemnified PartyParty is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer), (II) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount), or (III) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party shall dispute in such claim, response contests the Indemnifying Party shall provide written notice payment of such dispute to the Indemnified Party within such 20-day period, setting forth in reasonable detail the basis of such dispute. Upon receipt of notice of any such dispute, the Indemnified Party and the Indemnifying Party shall use commercially reasonable efforts to resolve such dispute within 30 days all or part of the date such notice of dispute is received. If the Indemnifying Party shall fail to provide written notice to the Indemnified Party within 20 days of receipt of notice from the Indemnified Party that the Indemnifying Party either acknowledges and agrees to pay such claim or disputes such claimClaimed Amount, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay such claim in full and to have waived any right to dispute such claim. Once (a) the Indemnifying Party has acknowledged and agreed to pay any claim pursuant to this Section 9.3, (b) any dispute under this Section 9.3 has been resolved in favor of indemnification by mutual agreement of the Indemnifying Party and the Indemnified PartyParty shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 days following the delivery by the Indemnifying Party of such response, or (c) any the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute under this Section 9.3 has been finally resolved in favor of indemnification by order of to a court of competent jurisdiction or other tribunal having jurisdiction over such disputein accordance with the provisions of Section 10.4. Buyer shall, then at Buyer’s election, be entitled to offset any claims for Damages hereunder, pro tanto, against the Indemnifying Party within 20 days of remaining Contingent Cash Payments and the date of acknowledgement by the Indemnifying Party or final resolution in favor of indemnification, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Partyremaining Contingent Stock Payments.

Non-Third Party Claims. With respect to any claim for indemnification hereunder which does not involve a third party claim, the Indemnified Party will give the Indemnifying Party written notice of such claim. The Indemnifying Party may acknowledge and agree by notice to the Indemnified Party in writing to satisfy such claim within 20 thirty (30) days of after receipt of notice of such claim from the Indemnified Party. If the Indemnifying Party shall dispute such claim, the Indemnifying Party shall provide written notice of such dispute to the Indemnified Party within such 20-day thirty (30)-day period, setting forth in reasonable detail the basis of such dispute. Upon receipt of notice of any such dispute, the Indemnified Party and the Indemnifying Party shall use commercially reasonable efforts to resolve such dispute within 30 thirty (30) days of after the date such notice of dispute is received. If the Indemnifying Party shall fail to provide written notice to the Indemnified Party within 20 thirty (30) days of after receipt of notice from the Indemnified Party that the Indemnifying Party either acknowledges and agrees to pay such claim or disputes such claim, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay such claim in full and to have waived any right to dispute such claim. Once (ai) the Indemnifying Party has acknowledged and agreed to pay any claim pursuant to this Section 9.3, (bii) any dispute under this Section 9.3 has been resolved in favor of indemnification by mutual agreement of the Indemnifying Party and the Indemnified Party, or (ciii) any dispute under this Section 9.3 has been finally resolved in favor of indemnification by order of a court of competent jurisdiction or other tribunal having jurisdiction over such dispute, then the Indemnifying Party within 20 twenty (20) days of after the date of acknowledgement by the Indemnifying Party or final resolution in favor shall pay the amount of indemnification, as such claim to the case may be, Indemnified Party to such account and in such manner as is designated in writing by the Indemnified Party.

Non-Third Party Claims. With respect to any In the event that an Indemnified Party should have a claim for indemnification against the Indemnifying Party hereunder which that does not involve a claim or demand being asserted against or sought to be collected from it by a third party claimparty, the Indemnified Party will give shall send a notice with respect to such claim to the Indemnifying Party written notice of such claimParty. The Indemnifying Party may acknowledge and agree by shall have sixty (60) days from the date such notice is delivered during which to notify the Indemnified Party in writing of any good faith objections it has to satisfy such claim within 20 days of receipt of notice of such claim from the Indemnified Party. If the Indemnifying Party shall dispute such claim, the Indemnifying Party shall provide written 's notice of such dispute to the Indemnified Party within such 20-day periodor claims for indemnification, setting forth in reasonable detail the basis each of such dispute. Upon receipt of notice of any such dispute, the Indemnified Party and the Indemnifying Party shall use commercially reasonable efforts to resolve such dispute within 30 days of the date such notice of dispute is receivedParty's objections thereto. If the Indemnifying Party shall fail to provide does not deliver such written notice to the Indemnified Party of objection within 20 days of receipt of notice from the Indemnified Party that the Indemnifying Party either acknowledges and agrees to pay such claim or disputes such claimsixty-day period, the Indemnifying Party shall be deemed to not have acknowledged and agreed any objections to pay such claim in full and to have waived any right to dispute such claim. Once (a) If the Indemnifying Party has acknowledged and agreed to pay any claim pursuant to this Section 9.3does deliver such written notice of objection within such sixty (60) day period, (b) any dispute under this Section 9.3 has been resolved in favor of indemnification by mutual agreement of the Indemnifying Party and the Indemnified Party, or Party shall attempt in good faith to resolve any such dispute within sixty (c60) any dispute under this Section 9.3 has been finally resolved in favor of indemnification by order of a court of competent jurisdiction or other tribunal having jurisdiction over such dispute, then the Indemnifying Party within 20 days of the date of acknowledgement delivery by the Indemnifying Party or final resolution in favor of indemnification, as such written notice of objection. If the case may be, to such account Indemnifying Party and in such manner as is designated in writing by the Indemnified PartyParty are unable to resolve any such dispute within such sixty (60) day period, such dispute shall be resolved in accordance with the Dispute Resolution Procedures set forth in the Amended and Restated Separation Agreement between Wxxxxxxx and Communications dated April 23, 2001.

Non-Third Party Claims. With respect to any In the event that an Indemnified Party should have a claim for indemnification against the Indemnifying Party hereunder which that does not involve a claim or demand being asserted against or sought to be collected from it by a third party claimparty, the Indemnified Party will give shall send a notice with respect to such claim to the Indemnifying Party written notice of such claimParty. The Indemnifying Party may acknowledge and agree by shall have 60 days from the date such notice is delivered during which to notify the Indemnified Party in writing of any good faith objections it has to satisfy such claim within 20 days of receipt of notice of such claim from the Indemnified Party. If the Indemnifying Party shall dispute such claim, the Indemnifying Party shall provide written 's notice of such dispute to the Indemnified Party within such 20-day periodor claims for indemnification, setting forth in reasonable detail the basis each of such dispute. Upon receipt of notice of any such dispute, the Indemnified Party and the Indemnifying Party shall use commercially reasonable efforts to resolve such dispute within 30 days of the date such notice of dispute is receivedParty's objections thereto. If the Indemnifying Party shall fail to provide party does not deliver such written notice to the Indemnified Party of objection within 20 days of receipt of notice from the Indemnified Party that the Indemnifying Party either acknowledges and agrees to pay such claim or disputes such claim60-day period, the Indemnifying Party shall be deemed to not have acknowledged and agreed any objections to pay such claim in full and to have waived any right to dispute such claim. Once (a) If the Indemnifying Party has acknowledged and agreed to pay any claim pursuant to this Section 9.3does deliver such written notice of objection within such 60-day period, (b) any dispute under this Section 9.3 has been resolved in favor of indemnification by mutual agreement of the Indemnifying Party and the Indemnified Party, or (c) Party shall attempt in good faith to resolve any such dispute under this Section 9.3 has been finally resolved in favor of indemnification by order of a court of competent jurisdiction or other tribunal having jurisdiction over such dispute, then the Indemnifying Party within 20 60 days of the date of acknowledgement delivery by the Indemnifying Party or final resolution in favor of indemnification, as such written notice of objection. If the case may be, to such account Indemnifying Party and in such manner as is designated in writing by the Indemnified PartyParty are unable to resolve any such dispute within such 60-day period, such dispute shall be submitted to the Separation Committee in accordance with the procedures set forth in Section 12.2.

Non-Third Party Claims. With respect In the event that any person entitled to any indemnification under this Agreement (an "Indemnified Party") asserts a claim for indemnification hereunder which does not involve a third party claimThird Party Claim (as defined in Section 9.4.2), against which a person is required to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Party will give the Indemnifying Party written notice of such claim. The Indemnifying Party may acknowledge and agree by notice to the Indemnified Party in writing to satisfy such claim within 20 30 days of receipt of notice of such claim from the Indemnified Party. If In the event that the Indemnifying Party shall dispute disputes such claim, the Indemnifying Party shall provide written notice of such dispute to the Indemnified Party within 30 days of receipt of notice of such 20-day periodclaim, setting forth in a reasonable detail the basis of such dispute. Upon receipt of notice of any such dispute, In the Indemnified Party and the Indemnifying Party shall use commercially reasonable efforts to resolve such dispute within 30 days of the date such notice of dispute is received. If event that the Indemnifying Party shall fail to provide written notice to the Indemnified Party within 20 30 days of receipt of notice from the Indemnified Party that the Indemnifying Party either acknowledges and agrees to pay such claim or disputes to such claim, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay such claim in full and to have waived any right to dispute such claim. Once (a) the Indemnifying Party has acknowledged and agreed to pay any claim pursuant to this Section 9.39.4.1, (b) or once any dispute under this Section 9.3 has been resolved in favor of indemnification by mutual agreement of the Indemnifying Party and the Indemnified Party, or (c) any dispute under this Section 9.3 9.4.1 has been finally resolved in favor of indemnification by order of a court of competent jurisdiction or other tribunal having jurisdiction over such disputeof competent jurisdiction, then the Indemnifying Party shall pay the amount of such claim to the Indemnified Party within 20 10 days of the date of acknowledgement by the Indemnifying Party acknowledgment or final resolution in favor of indemnificationresolution, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Party.

Non-Third Party Claims. With respect to any claim for indemnification hereunder which does not involve a third party claim, the Indemnified Party will give the Indemnifying Party written notice of such claim. The Indemnifying Party may acknowledge and agree by notice to the Indemnified Party in writing to satisfy such claim within 20 twenty (20) days of receipt of notice of such claim from the Indemnified Party. If the Indemnifying Party shall dispute such claim, the Indemnifying Party shall provide written notice of such dispute to the Indemnified Party within such twenty (20-) day period, setting forth in reasonable detail the basis of such dispute. Upon receipt of notice of any such dispute, the Indemnified Party and the Indemnifying Party shall use commercially reasonable efforts to resolve such dispute within 30 thirty (30) days of the date such notice of dispute is received. If the Indemnifying Party shall fail to provide written notice to the Indemnified Party within 20 twenty (20) days of receipt of notice from the Indemnified Party that the Indemnifying Party either acknowledges and agrees to pay such claim or disputes such claim, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay such claim in full and to have waived any right to dispute such claim. Once (a) the Indemnifying Party has acknowledged and agreed to pay any claim pursuant to this Section 9.38.3, (b) any dispute under this Section 9.3 8.3 has been resolved in favor of indemnification by mutual agreement of the Indemnifying Party and the Indemnified Party, or (c) any dispute under this Section 9.3 8.3 has been finally resolved in favor of indemnification by order of a court of competent jurisdiction or other tribunal (including an arbitrator contemplated by this agreement) having jurisdiction over such dispute, then the Indemnifying Party shall pay the amount of such claim to the Indemnified Party within 20 twenty (20) days of the date of acknowledgement by the Indemnifying Party or final resolution in favor of indemnification, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Party.

Non-Third Party Claims. With respect to In the event any Indemnified Party should have a claim for indemnification against any Indemnifying Party hereunder which does not involve a third party claimThird Party Claim, the Indemnified Party will give shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of damages attributable to such claim. The Indemnifying Party may acknowledge , and agree by notice to the basis of the Indemnified Party in writing to satisfy Party’s request for indemnification under this Agreement, and such claim within 20 days of receipt of notice of such claim from further information as may be reasonably requested by the Indemnified Indemnifying Party. If the Indemnifying Party shall dispute such claim, the Indemnifying Party shall provide written notice of such dispute to does not notify the Indemnified Party within such 20-day period, setting forth in reasonable detail ten (10) days from the basis of such dispute. Upon Indemnifying Party’s receipt of notice of any the Indemnity Notice that the Indemnifying Party either disputes such disputeclaim and the reasons therefor, or reasonably needs further information, the claim specified by the Indemnified Party in the Indemnity Notice shall be deemed admitted in full and a liability of the Indemnifying Party shall use commercially reasonable efforts to resolve such dispute within 30 days of the date such notice of dispute is receivedhereunder. If the Indemnifying Party shall fail to provide written notice to requests further information and then does not dispute such claim and set forth the reasons therefor within ten (10) days after receipt of such information, then the claim specified by the Indemnified Party within 20 days in the Indemnity Notice shall be deemed admitted in full and a liability of receipt of notice from the Indemnified Party that the Indemnifying Party either acknowledges and agrees to pay such claim or disputes such claim, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay such claim in full and to have waived any right to dispute such claimhereunder. Once (a) the Indemnifying Party has acknowledged and agreed to pay any claim pursuant to this Section 9.3, (b) any dispute under this Section 9.3 has been resolved in favor of indemnification by mutual agreement of the The Indemnifying Party and the Indemnified Party, or Party shall negotiate in good faith to resolve any such claim for indemnification within thirty (c30) any dispute under this Section 9.3 has been finally resolved in favor of indemnification by order of a court of competent jurisdiction or other tribunal having jurisdiction over such dispute, then the Indemnifying Party within 20 days of receipt of the date Indemnity Notice (the “Negotiation Period”). If such claim is not settled within the Negotiation Period, the dispute shall then be resolved through binding arbitration in accordance with the applicable provisions of acknowledgement by the Indemnifying Party or final resolution in favor of indemnification, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Party.Article X.

Non-Third Party Claims. With respect If the Claims Notice from the Indemnified Party pertains to any an Asserted Liability other than a claim for indemnification hereunder which does not involve or demand from a third party claimparty, then the Indemnifying Party shall have 30 days following receipt of the Claims Notice to make such investigation at the expense of the Indemnifying Party of the Asserted Liability as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Indemnified Party will give agrees to make available to the Indemnifying Party written notice of the information relied upon by the Indemnified Party to substantiate the Asserted Liability and such claim. The other information in its possession that the Indemnifying Party may acknowledge and agree by notice to reasonably request for purposes of such investigation; provided, however, that the Indemnified Party in writing shall not be required to satisfy such claim within 20 days of receipt of notice of such claim from the Indemnified Party. If provide to or share with the Indemnifying Party shall dispute such claim, any materials that are protected by the Indemnifying Party shall provide written notice of such dispute to the Indemnified Party within such 20attorney-day period, setting forth in reasonable detail the basis of such disputeclient privilege. Upon receipt of notice of any such dispute, If the Indemnified Party and the Indemnifying Party shall use commercially reasonable efforts to resolve such dispute within 30 days of the date such notice of dispute is received. If the Indemnifying Party shall fail to provide written notice agree at or prior to the Indemnified Party within 20 days expiration of receipt said 30 day period (or any mutually agreed upon extension thereof) on the validity and amount of notice from the Indemnified Party that the Indemnifying Party either acknowledges and agrees to pay such claim or disputes such claimAsserted Liability, the Indemnifying Party shall be deemed promptly pay to have acknowledged and agreed the Indemnified Party the agreed-to pay such claim in full and to have waived any right to dispute such claim. Once (a) the Indemnifying Party has acknowledged and agreed to pay any claim pursuant to this Section 9.3, (b) any dispute under this Section 9.3 has been resolved in favor of indemnification by mutual agreement amount of the Indemnifying Party and Claim by wire transfer of immediately available funds to an account designated by the Indemnified Party, or, to the extent that all or (c) any dispute under this Section 9.3 has been finally resolved portion of the indemnification payment is to be paid out of the Escrow Fund, Parent and the Stockholder Representative shall give the Escrow Agent a joint written instruction for payment of such funds in favor of indemnification by order of a court of competent jurisdiction or other tribunal having jurisdiction over such dispute, then accordance with the Escrow Agreement. If the Indemnified Party and the Indemnifying Party within 20 days do not agree prior to the expiration of such 30-day period (as such period may be extended by mutual agreement) on the validity and amount of such Asserted Liability, then each of the date of acknowledgement by Indemnified Party and the Indemnifying Party or final resolution in favor of indemnification, as may pursue the case may be, to such account and in such manner as is designated in writing by the Indemnified Partyremedies available under this Agreement.

Non-Third Party Claims. With respect to any claim Claim for indemnification hereunder which does not involve a third third-party claim, the Indemnified Party will give the Indemnifying Party written notice of such claimClaim. The Indemnifying Party may acknowledge and agree by notice to the Indemnified Party in writing to satisfy such claim within 20 30 days of after receipt of notice of such claim Claim from the Indemnified Party. If the Indemnifying Party shall dispute such claimClaim, the Indemnifying Party shall provide written notice of such dispute to the Indemnified Party within such 2030-day period, setting forth in reasonable detail the basis of such dispute. Upon receipt of notice of any such dispute, the Indemnified Party and the Indemnifying Party shall use commercially reasonable efforts to resolve such dispute within 30 days of after the date such notice of dispute is received. If the Indemnifying Party shall fail to provide written notice to the Indemnified Party within 20 30 days of after receipt of notice from the Indemnified Party that the Indemnifying Party either acknowledges and agrees to pay such claim Claim or disputes such claimClaim, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay such claim Claim in full and to have waived any right to dispute such claim. Once (a) the Indemnifying Party has acknowledged and agreed to pay any claim pursuant to this Section 9.3, (b) any dispute under this Section 9.3 has been resolved in favor of indemnification by mutual agreement of the Indemnifying Party and the Indemnified Party, or (c) any dispute under this Section 9.3 has been finally resolved in favor of indemnification by order of a court of competent jurisdiction or other tribunal having jurisdiction over such dispute, then the Indemnifying Party within 20 days of the date of acknowledgement by the Indemnifying Party or final resolution in favor of indemnification, as the case may be, to such account and in such manner as is designated in writing by the Indemnified PartyClaim.

Non-Third Party Claims. With respect to any In the event that an Indemnified Party should have a claim for indemnification against the Indemnifying Party hereunder which that does not involve a claim or demand being asserted against or sought to be collected from it by a third party claimparty, the Indemnified Party will give shall send a notice with respect to such claim to the Indemnifying Party written notice of such claimParty. The Indemnifying Party may acknowledge and agree by shall have 60 days from the date such notice is delivered during which to notify the Indemnified Party in writing of any good faith objections it has to satisfy such claim within 20 days of receipt of notice of such claim from the Indemnified Party. If the Indemnifying Party shall dispute such claim, the Indemnifying Party shall provide written 's notice of such dispute to the Indemnified Party within such 20-day periodor claims for indemnification, setting forth in reasonable detail the basis each of such dispute. Upon receipt of notice of any such dispute, the Indemnified Party and the Indemnifying Party shall use commercially reasonable efforts to resolve such dispute within 30 days of the date such notice of dispute is receivedParty's objections thereto. If the Indemnifying Party shall fail to provide does not deliver such written notice to the Indemnified Party of objection within 20 days of receipt of notice from the Indemnified Party that the Indemnifying Party either acknowledges and agrees to pay such claim or disputes such claim60-day period, the Indemnifying Party shall be deemed to not have acknowledged and agreed any objections to pay such claim in full and to have waived any right to dispute such claim. Once (a) If the Indemnifying Party has acknowledged and agreed to pay any claim pursuant to this Section 9.3does deliver such written notice of objection within such 60-day period, (b) any dispute under this Section 9.3 has been resolved in favor of indemnification by mutual agreement of the Indemnifying Party and the Indemnified Party, or (c) Party shall attempt in good faith to resolve any such dispute under this Section 9.3 has been finally resolved in favor of indemnification by order of a court of competent jurisdiction or other tribunal having jurisdiction over such dispute, then the Indemnifying Party within 20 60 days of the date of acknowledgement delivery by the Indemnifying Party or final resolution in favor of indemnification, as such written notice of objection. If the case may be, to such account Indemnifying Party and in such manner as is designated in writing by the Indemnified PartyParty are unable to resolve any such dispute within such 60-day period, such dispute shall be resolved in accordance with the procedures set forth in Section 15.2 hereof.

Non-Third Party Claims. With respect An Indemnified Party wishing to any assert a claim for indemnification hereunder under this Article VII which does is not involve subject to Section 7.3(a) shall deliver to the Indemnifying Party a third party claimwritten notice (a "Claim Notice") which contains (i) a description and the amount (the "Claimed Amount") of any Damages incurred by the Indemnified Party, (ii) a statement that the Indemnified Party will give is entitled to indemnification under this Article VII and a reasonable explanation of the basis therefor, and (iii) a demand for payment in the amount of such Damages. Within 30 days after delivery of a Claim Notice, the Indemnifying Party written notice of such claim. The Indemnifying Party may acknowledge and agree by notice shall deliver to the Indemnified Party a written response in writing to satisfy such claim within 20 days of receipt of notice of such claim from which the Indemnifying Party shall: (I) agree that the Indemnified PartyParty is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer), (II) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the "Agreed Amount") (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount), or (III) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party shall dispute in such claim, response contests the Indemnifying Party shall provide written notice payment of such dispute to the Indemnified Party within such 20-day period, setting forth in reasonable detail the basis of such dispute. Upon receipt of notice of any such dispute, the Indemnified Party and the Indemnifying Party shall use commercially reasonable efforts to resolve such dispute within 30 days all or part of the date such notice of dispute is received. If the Indemnifying Party shall fail to provide written notice to the Indemnified Party within 20 days of receipt of notice from the Indemnified Party that the Indemnifying Party either acknowledges and agrees to pay such claim or disputes such claimClaimed Amount, the Indemnifying Party shall be deemed to have acknowledged and agreed to pay such claim in full and to have waived any right to dispute such claim. Once (a) the Indemnifying Party has acknowledged and agreed to pay any claim pursuant to this Section 9.3, (b) any dispute under this Section 9.3 has been resolved in favor of indemnification by mutual agreement of the Indemnifying Party and the Indemnified PartyParty shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 days following the delivery by the Indemnifying Party of such response, or (c) any the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute under this Section 9.3 has been finally resolved in favor of indemnification by order of to a court of competent jurisdiction or other tribunal having jurisdiction over such disputein accordance with the provisions of Section 10.4. Buyer shall, then at Buyer's election, be entitled to offset any claims for Damages hereunder, pro tanto, against the Indemnifying Party within 20 days of remaining Contingent Cash Payments and the date of acknowledgement by the Indemnifying Party or final resolution in favor of indemnification, as the case may be, to such account and in such manner as is designated in writing by the Indemnified Partyremaining Contingent Stock Payments.