Common use of Procedure for Claims Not Involving Third Parties Clause in Contracts

Procedure for Claims Not Involving Third Parties. An Indemnified Party wishing to assert a claim for indemnification under this Article IX that does not involve a third-party claim shall deliver to the Indemnifying Party a written notice (a “Claim Notice”) which contains (i) a description and the amount (the “Claim Amount”) of any Damages reasonably claimed to have been incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article IX 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 shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall (A) agree that the Indemnified Party is entitled to receive all of the Claim Amount (in which case if the Indemnifying Party is the Buyer, such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claim Amount, by check or by wire transfer and (y) if the Indemnifying Party is the Company Participating Equityholders, the Buyer shall be entitled to recover first from the General Escrow Funds and then by exercising its right of set off pursuant to Section 9.6 with respect to the Claim Amount), (B) agree that the Indemnified Party is entitled to receive part, but not all, of the Claim Amount (the “Agreed Amount”) (in which case (x) if the Indemnifying Party is the Buyer, such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer and (y) if the Indemnifying Party is the Company Participating Equityholders, the Buyer shall be entitled to recover first from the General Escrow Funds and then by exercising its right of set off pursuant to Section 9.6 with respect to the Agreed Amount) or (C) contest that the Indemnified Party is entitled to receive any of the Claim Amount. If the Indemnifying Party in such response contests the payment of all or part of the Claim Amount, the Indemnifying Party and the Indemnified Party 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, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 10.10.

Procedure for Claims Not Involving Third Parties. An Indemnified Party wishing to assert a claim for indemnification under this Article IX VI that does not involve a third-third- party claim shall deliver to the Indemnifying Party Company Stockholder Representative a written notice (a “Claim Notice”) which contains (i) a description and the amount (the “Claim Amount”) of any Damages reasonably claimed to have been incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article IX 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 Company Stockholder Representative shall deliver to the Indemnified Party a written response in which the Indemnifying Party Company Stockholder Representative shall (A) agree that the Indemnified Party is entitled to receive all of the Claim Amount (in which case if the Indemnifying Party is the Buyer, Company Stockholder Representative shall take such response shall be accompanied by a payment by the Indemnifying Party actions as are required pursuant to the Indemnified Party of Escrow Agreement to cause the Claim Amount, by check or by wire transfer and (y) if the Indemnifying Party is the Company Participating Equityholders, Claimed Amount to be released to the Buyer shall be entitled to recover first from the General Escrow Funds and then by exercising its right of set off pursuant to Section 9.6 with respect to the Claim AmountFund), (B) agree that the Indemnified Party is entitled to receive part, but not all, of the Claim Amount (the “Agreed Amount”) (in which case (x) if the Indemnifying Party is the Buyer, Company Stockholder Representative shall take such response shall be accompanied by a payment by the Indemnifying Party actions as are required pursuant to the Indemnified Party of Escrow Agreement to cause the Agreed Amount, by check or by wire transfer and (y) if the Indemnifying Party is the Company Participating Equityholders, Amount to be released to the Buyer shall be entitled to recover first from the General Escrow Funds and then by exercising its right of set off pursuant to Section 9.6 with respect to the Agreed AmountFund) or (C) contest that the Indemnified Party is entitled to receive any of the Claim Amount. If the Indemnifying Party Company Stockholder Representative in such response contests the payment of all or part of the Claim Amount, the Indemnifying Party Company Stockholder Representative and the Indemnified Party shall use good faith and commercially reasonable efforts to resolve such dispute. If such dispute is not resolved within 60 days following the delivery by the Indemnifying Party Company Stockholder Representative of such response, the Indemnifying Party Company Stockholder Representative and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 10.109.12.

Procedure for Claims Not Involving Third Parties. An Indemnified Party wishing to assert a claim for indemnification under this Article IX V that does not involve a third-party claim shall deliver to the Indemnifying Party a written notice (a “Claim Notice”) which contains (i) a description and the amount (the “Claim Amount”) of any Damages reasonably claimed to have been incurred by the Indemnified PartyDamages, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article IX V 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 The Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall (A) agree that the Indemnified Party is entitled to receive all of the Claim Amount (in which case if the Indemnifying Party is the Buyer, such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claim Amount, Amount by check or the Indemnifying Party by wire transfer and of immediately available funds (y) or, if the Indemnifying Party is the Company Participating EquityholdersSeller, an acknowledgement of the Buyer shall be entitled Buyer’s right to recover first from the General Escrow Funds and then by exercising its right of set off pursuant to such amount in accordance with Section 9.6 with respect to the Claim Amount5.7)), (B) agree that the Indemnified Party is entitled to receive part, but not all, of the Claim Amount (the “Agreed Amount”) (in which case (x) if the Indemnifying Party is the Buyer, such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, Amount by check or the Indemnifying Party by wire transfer and of immediately available funds (y) or, if the Indemnifying Party is the Company Participating EquityholdersSeller, an acknowledgement of the Buyer shall be entitled Buyer’s right to recover first from the General Escrow Funds and then by exercising its right of set off pursuant to such amount in accordance with Section 9.6 with respect to the Agreed Amount5.7)) or (C) contest that the Indemnified Party is entitled to receive any of the Claim Amount. If the Indemnifying Party in such response contests the payment of all or part of the Claim Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 30 days following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 10.106.10.

Procedure for Claims Not Involving Third Parties. An Indemnified Party wishing to assert a claim for indemnification under this Article IX V that does not involve a third-party claim shall deliver to the Indemnifying Party a written notice (a “Claim Notice”) which contains (i) a description and the amount (the “Claim Amount”) of any Damages reasonably claimed to have been incurred by the Indemnified PartyDamages, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article IX V and a reasonable explanation of the basis therefor and (iii) a demand for payment in the amount of such Damages. Within 30 days thirty (30) Business Days after delivery of a such Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall either (A) agree that the Indemnified Party is entitled to receive all of the Claim Amount (in which case if the Indemnifying Party is the Buyer, such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claim Amount, Amount by check or the Indemnifying Party by wire transfer and of immediately available funds (y) or, if the Indemnifying Party is a Seller, an acknowledgement of the Company Participating Equityholders, the Buyer shall be entitled Buyer’s right to recover first from the General Escrow Funds and then by exercising its right of set off pursuant to such amount in accordance with Section 9.6 with respect to the Claim Amount5.7)), (B) agree that the Indemnified Party is entitled to receive part, but not all, of the Claim Amount (the “Agreed Amount”) (in which case (x) if the Indemnifying Party is the Buyer, such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, Amount by check or the Indemnifying Party by wire transfer and of immediately available funds (y) or, if the Indemnifying Party is a Seller, an acknowledgement of the Company Participating Equityholders, the Buyer shall be entitled Buyer’s right to recover first from the General Escrow Funds and then by exercising its right of set off pursuant to such amount in accordance with Section 9.6 with respect to the Agreed Amount5.7)) or (C) contest that the Indemnified Party is entitled to receive any of the Claim Amount. If the Indemnifying Party in such response contests the payment of all or part of the Claim Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 thirty (30) days following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 10.10.6.11. ASSET PURCHASE AGREEMENT

Procedure for Claims Not Involving Third Parties. An Indemnified Party wishing to assert a claim for indemnification under this Article IX that does not involve a third-party claim Third Party Action shall deliver to the Indemnifying Party a written notice (a “Claim Notice”) which contains (i) a description and the amount (the “Claim Amount”) of any Damages reasonably claimed to have been incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article IX 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 shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall (Ai) agree that the Indemnified Party is entitled to receive all of the Claim Amount (in which case (A) if the Indemnifying Party is the Buyer, such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claim Amount, by check or by wire transfer transfer, and (yB) if the Indemnifying Party is the Company Participating Equityholders, the Stockholder Representatives shall take such actions as are required pursuant to the Escrow Agreement to cause the Claim Amount to be released to the Buyer shall be entitled to recover first from the General Escrow Funds and then by exercising its right of set off pursuant to Section 9.6 with respect to the Claim AmountAccount), (Bii) agree that the Indemnified Party is entitled to receive part, but not all, of the Claim Amount (the “Agreed Amount”) (in which case (xA) if the Indemnifying Party is the Buyer, such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amountsuch agreed amount, by check or by wire transfer transfer, and (yB) if the Indemnifying Party is the Company Participating Equityholders, the Stockholder Representatives shall take such actions as are required pursuant to the Escrow Agreement to cause such agreed amount to be released to the Buyer shall be entitled to recover first from the General Escrow Funds and then by exercising its right of set off pursuant to Section 9.6 with respect to the Agreed AmountAccount) or (C) contest that the Indemnified Party is entitled to receive any of the Claim Amount. If the Indemnifying Party in such response contests the payment of all or part of the Claim Amount, the Indemnifying Party and the Indemnified Party 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, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 10.1011.10. * Omitted information is the subject of a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been filed separately with the Securities and Exchange Commission.

Procedure for Claims Not Involving Third Parties. An Indemnified Party wishing to assert a claim for indemnification under this Article IX VI that does not involve a third-party claim Third Party Claim shall deliver to the Indemnifying Party a written notice (a “Claim Notice”) which contains (i) a description in reasonable detail of such claim and the amount (the “Claim Amount”) of any Damages reasonably claimed to have been incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled has sustained or reasonably anticipates that it will sustain and; provided, that the failure to indemnification under this Article IX and timely deliver a reasonable explanation Claim Notice shall not relieve the Indemnifying Party of its obligations hereunder, except to the basis therefor and (iii) a demand for payment in extent that the amount of Indemnifying Party shall have been prejudiced by such Damagesfailure. Within 30 thirty (30) days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall (A) agree that the Indemnified Party is entitled to receive all of the Claim Amount (in which case if the Indemnifying Party is the Buyer, such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claim Amount, Amount by check or the Indemnifying Party by wire transfer and (y) if the Indemnifying Party is the Company Participating Equityholders, the Buyer shall be entitled to recover first from the General Escrow Funds and then by exercising its right of set off pursuant to Section 9.6 with respect to the Claim Amountimmediately available funds), (B) agree that the Indemnified Party is entitled to receive part, but not all, of the Claim Amount (the amount so agreed in (A) or (B), the “Agreed Amount”) (in which case (x) if the Indemnifying Party is the Buyer, such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, Amount by check or the Company by wire transfer and (y) if the Indemnifying Party is the Company Participating Equityholders, the Buyer shall be entitled to recover first from the General Escrow Funds and then by exercising its right of set off pursuant to Section 9.6 with respect to the Agreed Amountimmediately available funds) or (C) contest that the Indemnified Party is entitled to receive any of the Claim Amount. If the Indemnifying Party in such response contests the payment of all or part of the Claim Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 thirty (30) days following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 10.108.11.

Procedure for Claims Not Involving Third Parties. An Indemnified Party wishing to assert a claim for indemnification under this Article IX V that does not involve a third-party claim shall deliver to the Indemnifying Party a written notice (a “Claim Notice”) which contains (i) a description and the amount (the “Claim Amount”) of any Damages reasonably claimed to have been incurred by the Indemnified PartyDamages, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article IX V 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 shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall (A) agree that the Indemnified Party is entitled to receive all of the Claim Amount (in which case if the Indemnifying Party is the Buyer, such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claim Amount, Amount by check or the Indemnifying Party by wire transfer and of immediately available funds or, if payment is to be made from the Escrow Fund, authorization to the Escrow Agent (yin accordance with the Escrow Agreement) if to make payment of the Indemnifying Party is the Company Participating Equityholders, Claim Amount to the Buyer shall be entitled to recover first from the General Escrow Funds and then by exercising its right of set off pursuant to Section 9.6 with respect to the Claim AmountFund), (B) agree that the Indemnified Party is entitled to receive part, but not all, of the Claim Amount (the “Agreed Amount”) (in which case (x) if the Indemnifying Party is the Buyer, such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, Amount by check or the Seller by wire transfer and of immediately available funds or, if payment is to be made from the Escrow Fund, authorization to the Escrow Agent (yin accordance with the Escrow Agreement) if to make payment of the Indemnifying Party is the Company Participating Equityholders, Agreed Amount to the Buyer shall be entitled to recover first from the General Escrow Funds and then by exercising its right of set off pursuant to Section 9.6 with respect to the Agreed AmountFund) or (C) contest that the Indemnified Party is entitled to receive any of the Claim Amount. If the Indemnifying Party in such response contests the payment of all or part of the Claim Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 30 days following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 10.106.10.