Common use of Claim Procedure/Notice of Claim Clause in Contracts

Claim Procedure/Notice of Claim. (a) A party entitled or seeking to assert rights to indemnification under this ARTICLE VIII (an “Indemnified Party”) shall give prompt written notification (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) which contains (i) a description and the amount or estimation thereof (the “Claimed Amount”), if then known, of any Losses incurred or reasonably expected to be incurred by the Indemnified Party and (ii) a statement that the Indemnified Party is entitled to indemnification under this ARTICLE VIII for such Losses and a reasonable explanation of the basis therefor. (b) Within thirty (30) days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response (the “Response”) in which the Indemnifying Party shall either: (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount or (ii) dispute that the Indemnified Party is entitled to receive any or all of the Claimed Amount and the basis for such dispute (in such an event, the Response shall be referred to as an “Objection Notice”). If no Response is delivered by the Indemnifying Party to the Indemnified Party within such thirty (30) day period, the Indemnifying Party shall be deemed to have agreed that an amount equal to the entire Claimed Amount shall be payable to the Indemnified Party and such Claimed Amount shall be promptly paid to Purchaser Indemnitees or Seller Indemnitees, as applicable. (c) In the event that the Indemnified Party is entitled or is seeking to assert rights to indemnification under this ARTICLE VIII relating to a third-party claim, the Indemnified Party shall give written notification to the Indemnifying Party of the commencement of any Action relating to such third-party claim. Such notification shall be given promptly after receipt by the Indemnified Party of notice of such Action, shall be accompanied by reasonable supporting documentation submitted by such third-party (to the extent then in the possession of the Indemnified Party) and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Action and the amount of the claimed Losses, if then known; provided, however, that no delay, deficiency or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent the Indemnifying Party can demonstrate in writing that the defense of such Action has been materially prejudiced by such delay, deficiency or failure. Within thirty (30) days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Action with counsel reasonably satisfactory to the Indemnified Party; provided, however, that (i) the Indemnifying Party may assume control of such defense only if it acknowledges in writing to the Indemnified Party that any Losses that may be assessed against the Indemnified Party in connection with such Action constitute Losses for which the Indemnified Party shall be indemnified pursuant to this ARTICLE VIII, and (ii) the Indemnifying Party may not assume control of the defense of an Action (A) involving criminal liability; (B) in which any relief other than monetary damages is sought against the Indemnified Party and the Indemnified Party reasonably determines that such non-monetary relief would materially and adversely affect the Indemnified Party; or (C) in which increased statutory, enhanced or treble damages are sought based on willful misconduct. In addition, notwithstanding anything to the contrary in the foregoing, in the event that an Indemnified Party reasonably determines that the conduct of the defense of any Action or any proposed settlement of any such Action by the Indemnifying Party might be expected to materially and adversely affect the Indemnified Party’s Tax Liability or the ability of the Indemnified Party to conduct its business (including relationships with customers, suppliers or other Persons with whom the Indemnified Party conducts business), the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement or negotiations relating to any such Action at the sole cost of the Indemnifying Party. If the Indemnifying Party does not so assume control of such defense, the Indemnified Party shall control such defense at the Indemnified Party’s expense subject to reimbursement as a part of a Claimed Amount. The party not controlling such defense (the “Non-controlling Party”) may participate therein at its own expense; provided, however, that if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Action, the reasonable fees and expenses of counsel to the Indemnified Party shall be considered “Losses” for purposes of this Agreement. The party controlling such defense (the “Controlling Party”) shall keep the Non-controlling Party reasonably advised of the status of such Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Action. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Action without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayed.

Claim Procedure/Notice of Claim. (a) A party entitled entitled, or seeking to assert rights rights, to indemnification under this ARTICLE VIII Article XII (an “"Indemnified Party”") shall give prompt written notification (a “"Claim Notice”") to the party from whom indemnification is sought (an “"Indemnifying Party”") which contains (i) a description and the amount or estimation thereof (the “"Claimed Amount”"), if then known, of any Losses Adverse Consequences incurred or reasonably expected to be incurred by the Indemnified Party and (ii) a statement that the Indemnified Party is entitled to indemnification under this ARTICLE VIII Article XII for such Losses Adverse Consequences and a reasonable explanation of the basis therefor. (b) Within thirty twenty (3020) days after delivery receipt of a Claim NoticeNotice (other than a Claim Notice based on a third-party claim), the Indemnifying Party shall deliver to the Indemnified Party a written response (the “"Response”") in which the Indemnifying Party shall either: (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount or (ii) dispute that the Indemnified Party is entitled to receive any or all of the Claimed Amount and the basis for such dispute (in such an event, the Response shall be referred to as an “"Objection Notice”"). If no Response is delivered by the Indemnifying Party to the Indemnified Party within such thirty (30) 20-day period, the Indemnifying Party shall be deemed to have agreed that an amount equal to the entire Claimed Amount shall be payable to the Indemnified Party and such Claimed Amount shall be promptly paid to Purchaser Indemnitees or Seller IndemniteesSellers, as applicable. (c) In the event that the parties are unable to agree on whether Adverse Consequences exist or on the amount of such Adverse Consequences within the 20-day period after receipt of a Claim Notice, either Purchasers or Sellers may (but are not required to do so) petition or file an action in a court of competent jurisdiction for resolution of such dispute. (d) In the event that the Indemnified Party is entitled entitled, or is seeking to assert rights rights, to indemnification under this ARTICLE VIII Article XII relating to a third-party claim, the Indemnified Party shall give written notification to the Indemnifying Party of the commencement of any Action suit or other legal proceeding relating to such third-party claim. Such notification shall be given promptly within twenty (20) days after receipt by the Indemnified Party of notice of such Actionsuit or proceeding, shall be accompanied by reasonable supporting documentation submitted by such third-third party (to the extent then in the possession of the Indemnified Party) and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Action suit or proceeding and the amount of the claimed LossesAdverse Consequences, if then known; provided, however, that no delay, delay or deficiency or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent the Indemnifying Party can demonstrate in writing that the defense of any Adverse Consequences caused by or arising out of such Action has been materially prejudiced by such delay, deficiency or failure. Within thirty twenty (3020) days after delivery receipt of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Action suit or proceeding with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided, however, that (i) the Indemnifying Party may only assume control of such defense only if it acknowledges in writing to the Indemnified Party that any Losses Adverse Consequences that may be assessed against the Indemnified Party in connection with such Action suit or proceeding constitute Losses Adverse Consequences for which the Indemnified Party shall be indemnified pursuant to this ARTICLE VIIIArticle XII, and (ii) the Indemnifying Party may not assume control of the defense of an Action a suit or proceeding (A) involving criminal liability; , (B) in which any relief other than monetary damages is sought against the Indemnified Party and the Indemnified Party reasonably determines that such non-monetary relief would materially and adversely affect the Indemnified Party; , or (C) in which increased statutory, enhanced or treble damages are sought based on willful misconduct. In addition, notwithstanding anything to the contrary in the foregoing, in the event that an Indemnified Party reasonably in good faith determines that the conduct of the defense of any Action claim, suit or proceeding or any proposed settlement of any such Action claim, suit or proceeding by the Indemnifying Party might be expected to materially and adversely affect the Indemnified Party’s 's Tax Liability liability or the ability of the Indemnified Party to conduct its business (including including, relationships with Governmental Authorities, customers, suppliers or other Persons with whom the Indemnified Party conducts business), the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement or negotiations relating to any such Action claim, suit or proceeding with counsel reasonably satisfactory to the Indemnified Party at the sole cost of the Indemnifying Party. If the Indemnifying Party does not so assume control of such defense, the Indemnified Party shall control such defense at the Indemnifying Party's expense with counsel selected by the Indemnified Party’s expense subject to reimbursement as a part of a Claimed Amount. The party not controlling such defense (the “"Non-controlling Party”") may participate therein at its own expense; provided, however, that if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Actionsuit or proceeding, the reasonable fees and expenses of counsel to the Indemnified Party shall be considered “Losses” "Adverse Consequences" for purposes of this Agreement. The party controlling such defense (the “"Controlling Party”") shall keep the Non-controlling Party reasonably advised of the status of such Action suit or proceeding and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Action suit or proceeding (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Actionsuit or proceeding. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Action suit or proceeding without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned withheld or delayed. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Action suit or proceeding without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned withheld or delayed.

Claim Procedure/Notice of Claim. (a) A party Purchaser Indemnitee or Seller Indemnitee entitled or seeking to assert rights to indemnification under this ARTICLE VIII XI (an “Indemnified Party”) shall give prompt written notification (a “Claim Notice”) to Agent (on behalf of the party Sellers) or Purchaser, as applicable, from whom indemnification is sought (an “Indemnifying Party”) which contains (i) a description and the amount or estimation thereof (the “Claimed Amount”)copy of all papers served, if then knownany, of any Losses incurred or reasonably expected to be incurred by the Indemnified Party and (ii) a statement that the Indemnified Party is entitled to indemnification under this ARTICLE VIII XI for such Losses and a reasonable explanation of the basis therefortherefor and (ii) the amount or, if not then reasonably determinable, the estimated amount, determined in good faith, of the Loss arising from such claim (the “Claimed Amount”); provided, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder, unless the Indemnifying Party is materially prejudiced by such delay, deficiency or failure. In the event that the Indemnified Party is entitled or seeking rights to indemnification under this ARTICLE XI which is not related to a third party claim, the provisions of Sections 11.05(a)-(c) shall govern. (b) Within thirty (30) 30 days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response (the “Response”) in which the Indemnifying Party shall either: (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount or Amount; (ii) dispute that the Indemnified Party is entitled to receive any or all of the Claimed Amount; or (iii) indicate that the Indemnifying Party does not yet have, and does not expect to have within such 30-day period, sufficient information to determine whether the Indemnified Party is entitled to receive any or all the Claimed Amount and the basis for such dispute (in such an eventthe event of clause (ii) or (iii), the Response response shall be referred to as an “Claim Objection Notice”). If no Response response is delivered by the Indemnifying Party to the Indemnified Party within such thirty (30) -day period, the Indemnifying Party shall be deemed to have agreed that an amount equal to the entire Claimed Amount shall be payable to the Indemnified Party and such Claimed Amount shall be promptly (and in any event within ten Business Days) paid to Purchaser Indemnitees or Seller Indemnitees, as applicablethe Indemnified Party. (c) In the event that following delivery of a Claim Objection Notice the Indemnifying Party and the Indemnified Party are unable to agree on whether Losses exist or on the amount of such Losses or on whether the Indemnified Party is entitled to indemnification hereunder for any or all such Losses within the 30-day period after delivery of a Claim Objection Notice, either the Indemnified Party or the Indemnifying Party may (but is not required to) petition or file an action in a court of competent jurisdiction for resolution of such dispute. (d) In the event that the Indemnified Party is entitled or is seeking to assert rights to indemnification under this ARTICLE VIII XI relating to a third-third party claim, the provisions of Section 11.05(d)-(g) shall apply. In such event, the Indemnified Party shall give written notification to the Indemnifying Party of the commencement of any Action suit or other legal proceeding relating to such third-third party claim. Such notification shall be given promptly as soon as reasonably practicable, but in all cases within 30 days after receipt by the Indemnified Party of notice of such Actionsuit or proceeding, shall be accompanied by reasonable supporting documentation submitted by such third-third party (to the extent then in the possession of the Indemnified Party) and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Action suit or proceeding and the amount of the claimed Losses, if then known; provided, however, that no delay, delay or deficiency or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent the Indemnifying Party can demonstrate in writing that the defense of such Action has been materially prejudiced any liability caused by or arising out of such delay, deficiency or failure. Within thirty (30) days after delivery If a third party claim is brought against an Indemnified Party and it gives proper notice to the Indemnifying Party of the commencement of such notificationthird party claim, the Indemnifying Party maywill, upon written notice thereof unless the claim involves Taxes, be entitled to participate in such third party claim and, to the extent that it wishes (unless (i) any Seller Party (if any Seller is the Indemnifying Party) or Parent or its Affiliates (if Parent or its Affiliates is the Indemnifying Party) is also a party to such third party claim and the Indemnified Party determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party, Party of its financial capacity to defend such third party claim and provide indemnification with respect to such third party claim) to assume control of the defense of such Action third party claim with counsel reasonably satisfactory to the Indemnified Party; providedParty and, however, that (i) after notice from the Indemnifying Party may assume control of such defense only if it acknowledges in writing to the Indemnified Party that of its election to assume the defense of such third party claim, the Indemnifying Party shall not, as long as it actively and diligently conducts such defense, be liable to the Indemnified Party under this ARTICLE XI for any Losses that may be assessed against fees of other counsel or any other expenses with respect to the defense of such third party claim, in each case incurred by the Indemnified Party in connection with the defense of such Action constitute Losses third party claim for which the Indemnified Party shall be indemnified pursuant to this ARTICLE VIII, and (ii) period that the Indemnifying Party may not assume control is actively defending such claim. (e) If proper notice is given to an Indemnifying Party of the defense of an Action (A) involving criminal liability; (B) in which any relief other than monetary damages is sought against the Indemnified Party and the Indemnified Party reasonably determines that such non-monetary relief would materially and adversely affect the Indemnified Party; or (C) in which increased statutory, enhanced or treble damages are sought based on willful misconduct. In addition, notwithstanding anything to the contrary in the foregoing, in the event that an Indemnified Party reasonably determines that the conduct of the defense commencement of any Action or any proposed settlement of any such Action by third party claim and the Indemnifying Party might be expected to materially and adversely affect does not, within thirty (30) days after the Indemnified Party’s Tax Liability or the ability of notice is given, give notice to the Indemnified Party of its election to conduct its business assume the defense of such third party claim: (including relationships with customers, suppliers or other Persons with whom i) the Indemnified Party conducts business), will thereafter consult with the Indemnified Indemnifying Party shall have the right at all times to take over and assume control over the defense, settlement or negotiations relating to any such Action at the sole cost of upon the Indemnifying Party. If ’s reasonable request for such consultation from time to time with respect to such claim or Proceeding; (ii) if the Indemnifying Party does not so assume control of such defense, later deliver to the Indemnified Party shall control such defense at the Indemnified Party’s expense subject to reimbursement as a part of a Claimed Amount. The party not controlling such defense (the “Non-controlling Party”) may participate therein at its own expense; providedaforementioned written acknowledgement, however, that if then the Indemnifying Party assumes will have the right to assume control of such defense and appoint lead counsel for the remainder of such defense, which counsel shall be reasonably acceptable to the Indemnified Party reasonably concludes that Party, or the Indemnifying Party may retain and direct the lead counsel previously retained by the Indemnified Party, and the Indemnified Indemnifying Party have conflicting interests or different defenses available with respect will no longer be required to such Action, pay the reasonable fees and expenses of counsel to retained by the Indemnified Party (unless such counsel is retained as lead counsel by the Indemnifying Party) so long as the Indemnified Party shall be considered “Losses” for purposes of this Agreement. The party controlling such defense (reasonably cooperate with the “Controlling Party”) shall keep the Non-controlling Indemnifying Party reasonably advised of the status in any transition of such Action and lead counsel; (iii) the defense thereof and shall consider in good faith recommendations made by Indemnifying Party will thereafter consult with the Non-controlling Indemnified Party with respect thereto. The Non-controlling Party shall furnish upon the Controlling Party with Indemnified Party’s reasonable request for such information as it may have consultation from time to time with respect to such Action claim or Proceeding; and (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting iv) the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Action. The Indemnifying Indemnified Party shall not agree to any settlement ofcompromise, discharge or the entry of any judgment arising from, any settle or admit liability in connection with such Action claims without the Indemnifying Party’s prior written consent of the Indemnified Party, (which shall consent will not be unreasonably withheld, conditioned or delayed. The Indemnified delayed unless such settlement or compromise includes provision for non-monetary relief). (f) If the Indemnifying Party shall not agree to any assumes the defense of a third party claim: (i) no compromise, discharge or settlement of, or admission of liability in connection with, such claims may be effected by the entry Indemnifying Party without the Indemnified Party’s prior written consent unless (A) there is no finding or admission of any judgment arising fromviolation of any Legal Requirement or any violation of the rights of any Person and no effect on any other claims that may be made against the Indemnified Party, and (B) the sole relief provided is monetary damages which are paid fully by the Indemnifying Party; (ii) the Indemnifying Party shall have no liability with respect to any compromise or settlement of such Action claims effected by the Indemnified Party without the prior written consent of the Indemnifying Party; and (iii) the Indemnified Party shall cooperate in all reasonable respects with the Indemnifying Party in connection with such defense, and shall have the right to participate, at the Indemnified Party’s sole expense, in such defense, with counsel selected by it. Notwithstanding the foregoing, in the event the Indemnifying Party fails to conduct the defense or handling of any third party claim in good faith after having assumed such defense or handling, then the Indemnifying Party shall no longer have the right to defend such third party claim and the provisions of Section 11.05(d) shall govern. (g) Notwithstanding the foregoing, if an Indemnified Party determines in good faith that there is a reasonable probability that a third party claim may materially adversely affect it other than as a result of monetary damages for which it could be entitled to indemnification under this Agreement, the Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise, or settle such third party claim. The Indemnified Party shall not enter into any compromise or settlement in connection with any such third party claim without the Indemnifying Party’s prior written consent unless (i) there is no finding or admission of any violation of any Legal Requirement or any violation of the rights of any Person and no effect on any other claims that may be unreasonably withheldmade against the Indemnifying Party, conditioned or delayedand (ii) the sole relief for which Indemnifying Party is responsible is monetary damages.

Claim Procedure/Notice of Claim. (a) A party entitled or seeking to assert rights to indemnification under this ARTICLE VIII VI (an “Indemnified Party”) shall give prompt written notification (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) which contains (i) a description and the amount or estimation thereof (the “Claimed Amount”), if then known, of any Losses incurred or reasonably expected to be incurred by the Indemnified Party and (ii) a statement that the Indemnified Party is entitled to indemnification under this ARTICLE VIII VI for such Losses and a reasonable explanation of the basis therefor. (b) Within thirty (30) days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response (the “Response”) in which the Indemnifying Party shall either: (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount or (ii) dispute that the Indemnified Party is entitled to receive any or all of the Claimed Amount and the basis for such dispute (in such an event, the Response shall be referred to as an “Objection Notice”). If no Response is delivered by the Indemnifying Party to the Indemnified Party within such thirty (30) day period, the Indemnifying Party shall be deemed to have agreed that an amount equal to the entire Claimed Amount shall be payable to the Indemnified Party and such Claimed Amount shall be promptly paid to Purchaser Indemnitees or Seller Indemnitees, as applicable. (c) In the event that the Indemnified Party is entitled or is seeking to assert rights to indemnification under this ARTICLE VIII VI relating to a third-party claim, the Indemnified Party shall give written notification to the Indemnifying Party of the commencement of any Action relating to such third-party claim. Such notification shall be given promptly after receipt by the Indemnified Party of notice of such Action, shall be accompanied by reasonable supporting documentation submitted by such third-party (to the extent then in the possession of the Indemnified Party) and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Action and the amount of the claimed Losses, if then known; provided, however, that no delay, deficiency or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent the Indemnifying Party can demonstrate in writing that the defense of such Action has been materially prejudiced by such delay, deficiency or failure. Within thirty (30) days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Action with counsel reasonably satisfactory to the Indemnified Party; provided, however, that (i) the Indemnifying Party may assume control of such defense only if it acknowledges in writing to the Indemnified Party that any Losses that may be assessed against the Indemnified Party in connection with such Action constitute Losses for which the Indemnified Party shall be indemnified pursuant to this ARTICLE VIIIVI, and (ii) the Indemnifying Party may not assume control of the defense of an Action (A) involving criminal liability; (B) in which any relief other than monetary damages is sought against the Indemnified Party and the Indemnified Party reasonably determines that such non-monetary relief would materially and adversely affect the Indemnified Party; or (C) in which increased statutory, enhanced or treble damages are sought based on willful misconduct. In addition, notwithstanding anything to the contrary in the foregoing, in the event that an Indemnified Party reasonably determines that the conduct of the defense of any Action or any proposed settlement of any such Action by the Indemnifying Party might be expected to materially and adversely affect the Indemnified Party’s Tax Liability or the ability of the Indemnified Party to conduct its business (including relationships with customers, suppliers or other Persons with whom the Indemnified Party conducts business), the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement or negotiations relating to any such Action at the sole cost of the Indemnifying Party. If the Indemnifying Party does not so assume control of such defense, the Indemnified Party shall control such defense at the Indemnified Party’s expense subject to reimbursement as a part of a Claimed Amount. The party not controlling such defense (the “Non-controlling Party”) may participate therein at its own expense; provided, however, that if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Action, the reasonable fees and expenses of counsel to the Indemnified Party shall be considered “Losses” for purposes of this Agreement. The party controlling such defense (the “Controlling Party”) shall keep the Non-controlling Party reasonably advised of the status of such Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Action. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Action without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayed.

Claim Procedure/Notice of Claim. (a) A party entitled entitled, or seeking to assert rights rights, to indemnification under this ARTICLE VIII Article IX (an “Indemnified Party”) shall give prompt written notification (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) which contains (i) a description and the amount or estimation thereof (the “Claimed Amount”), if then known, ) of any Losses Damages incurred or reasonably expected to be incurred by the Indemnified Party and Party, (ii) a statement that the Indemnified Party is entitled to indemnification under this ARTICLE VIII Article IX for such Losses Damages and a reasonable explanation of the basis therefor, and (iii) a demand for payment in the amount of such Damages. (b) Within thirty twenty (3020) days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response (the “Response”) in which the Indemnifying Party shall either: (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount or (ii) dispute that the Indemnified Party is entitled to receive any or all of the Claimed Amount and the basis for such dispute (in such an event, the Response shall be referred to as an “Objection Notice”). If no Response is delivered by the Indemnifying Party to the Indemnified Party within such thirty (30) 20-day period, the Indemnifying Party shall be deemed to have agreed that an amount equal to the entire Claimed Amount shall be payable to the Indemnified Party and such Claimed Amount shall be promptly paid payable to Purchaser Indemnitees or Seller Indemnitees, as applicablethe Indemnified Party. (c) In the event that the parties are unable to agree on whether Damages exist or on the amount of such Damages within the 20-day period after delivery of an Objection Notice, either the Purchaser or the Seller may (but are not required to do so) demand that such dispute be resolved by arbitration pursuant to Section 11.1. (d) In the event that the Indemnified Party is entitled entitled, or is seeking to assert rights rights, to indemnification under this ARTICLE VIII Article IX relating to a third-third party claim, the Indemnified Party shall give written notification to the Indemnifying Party of the commencement of any Action Legal Proceeding relating to such third-third party claim. Such notification shall be given promptly within twenty (20) days after receipt by the Indemnified Party of notice of such Actionsuit or proceeding, shall be accompanied by reasonable supporting documentation submitted by such third-third party (to the extent then in the possession of the Indemnified Party) and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Action suit or proceeding and the amount of the claimed Losses, if then knownDamages; provided, however, that no delay, delay or deficiency or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability Liability or obligation hereunder except to the extent the Indemnifying Party can demonstrate in writing that the defense of any Liability caused by or arising out of such Action has been materially prejudiced by such delay, deficiency or failure. Within thirty twenty (3020) days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Action suit or proceeding with counsel reasonably satisfactory to the Indemnified Party; provided, however, that (i) the Indemnifying Party may only assume control of such defense only if it acknowledges in writing to the Indemnified Party that any Losses Damages that may be assessed against the Indemnified Party in connection with such Action suit or proceeding constitute Losses Damages for which the Indemnified Party shall be indemnified pursuant to this ARTICLE VIIIArticle IX, and (ii) the Indemnifying Party may not assume control of the defense of an Action (A) a suit or proceeding involving criminal liability; (B) liability or in which any relief other than monetary damages is sought against the Indemnified Party and the Indemnified Party reasonably determines that such non-monetary relief would materially and adversely affect the Indemnified Party; or (C) in which increased statutory, enhanced or treble damages are sought based on willful misconduct. In addition, notwithstanding anything to the contrary in the foregoing, in the event that an Indemnified Party reasonably determines that the conduct of the defense of any Action or any proposed settlement of any such Action by the Indemnifying Party might be expected to materially and adversely affect the Indemnified Party’s Tax Liability or the ability of the Indemnified Party to conduct its business (including relationships with customers, suppliers or other Persons with whom the Indemnified Party conducts business), the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement or negotiations relating to any such Action at the sole cost of the Indemnifying Party. If the Indemnifying Party does not so assume control of such defense, the Indemnified Party shall control such defense at the Indemnified Party’s expense subject to reimbursement as a part of a Claimed Amountdefense. The party not controlling such defense (the “Non-controlling Party”) may participate therein at its own expense; provided, however, that if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Actionsuit or proceeding, the reasonable fees and expenses of counsel to the Indemnified Party shall be considered “LossesDamages” for purposes of this Agreement. The party controlling such defense (the “Controlling Party”) shall keep the Non-controlling Party reasonably advised of the status of such Action suit or proceeding and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Action suit or proceeding (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Actionsuit or proceeding. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Action suit or proceeding without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned withheld or delayed. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Action suit or proceeding without the prior written consent of the Indemnifying Party, which shall not not, be unreasonably withheld, conditioned withheld or delayed.

Claim Procedure/Notice of Claim. (a) A party entitled or seeking to assert rights to indemnification under this ARTICLE VIII Article XI (an “Indemnified Party”) shall give prompt written notification (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) which contains (i) a description and the amount or estimation thereof (the “Claimed Amount”), if then known, of any Losses incurred or reasonably expected to be incurred by the Indemnified Party and (ii) a statement that the Indemnified Party is entitled to indemnification under this ARTICLE VIII Article XI for such Losses and a reasonable explanation of the basis therefor. For purposes of the foregoing, the Claimed Amount shall be a good faith estimate by the Indemnified Party of the Losses which the Indemnified Party has incurred or reasonably expects will be incurred in connection with the relevant claim. (b) Within thirty (30) days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response (the “Response”) in which the Indemnifying Party shall either: (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount or (ii) dispute that the Indemnified Party is entitled to receive any or all of the Claimed Amount and the basis for such dispute (in such an event, the Response shall be referred be (c) In the event that the parties are unable to as agree on whether Losses exist or on the amount of such Losses within the 30-day period after delivery of an “Objection Notice”). If no Response is delivered by the Indemnifying Party to the Indemnified Party within such thirty (30) day period, the Indemnifying Party shall be deemed to have agreed that an amount equal to the entire Claimed Amount shall be payable to the Indemnified Party and such Claimed Amount shall be promptly paid to Purchaser Indemnitees or Seller Indemnitees, as applicablemay (but are not required to) petition or file an action in a court of competent jurisdiction for resolution of such dispute. (cd) In the event that the Indemnified Party is entitled or is seeking to assert rights to indemnification under this ARTICLE VIII Article XI relating to a third-party claim, the Indemnified Party shall give written notification to the Indemnifying Party of the commencement of any Action relating to such third-party claim. Such notification shall be given promptly after receipt by the Indemnified Party of notice of such Action, shall be accompanied by reasonable supporting documentation submitted by such third-party (to the extent then in the possession of the Indemnified Party) and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Action and the amount of the claimed Losses, if then known; provided, however, that no delay, deficiency or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent the Indemnifying Party can demonstrate in writing that the defense of such Action has been materially prejudiced by such delay, deficiency or failure. Within thirty (30) days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Action with counsel reasonably satisfactory to the Indemnified Party; provided, however, that (i) the Indemnifying Party may only assume control of such defense only if it acknowledges in writing to the Indemnified Party that any Losses that may be assessed against the Indemnified Party in connection with such Action constitute Losses for which the Indemnified Party shall be indemnified pursuant to this ARTICLE VIIIArticle XI, and (ii) the Indemnifying Party may not assume control of the defense of an Action a suit or proceeding (A) involving criminal liability; , (B) in which any relief other than monetary damages is sought against the Indemnified Party and the Indemnified Party reasonably determines that such non-monetary relief would materially and adversely affect the Indemnified Party; , or (C) in which increased statutory, enhanced or treble damages are sought based on willful misconduct. In addition, notwithstanding anything to the contrary in the foregoing, in the event that an Indemnified Party reasonably determines that the conduct of the defense of any Action or any proposed settlement of any such Action by the Indemnifying Party might be expected to materially and adversely affect the Indemnified Party’s Tax Liability or the ability of the Indemnified Party to conduct its business (including relationships with customers, suppliers or other Persons with whom the Indemnified Party conducts business), the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement or negotiations relating to any such Action at the sole cost of the Indemnifying Indemnified Party, subject to reimbursement as part of a Claimed Amount. If the Indemnifying Party does not so assume control of such defense, the Indemnified Party shall control such defense at the Indemnified Party’s expense subject to reimbursement as a part of a Claimed Amount. The party not controlling such defense (the “Non-controlling Party”) may participate therein at its own expense; provided, however, that if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Action, the reasonable fees and expenses of counsel to the Indemnified Party shall be considered “Losses” for purposes of this Agreement. The party controlling such defense (the “Controlling Party”) shall keep the Non-controlling Party reasonably advised of the status of such Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Action. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Action without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayed.

Claim Procedure/Notice of Claim. (a) A party entitled entitled, or seeking to assert rights rights, to indemnification under this ARTICLE VIII Article XII (an “Indemnified Party”) shall give prompt written notification (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) which contains (i) a description and the amount or estimation thereof (the “Claimed Amount”), if then known, of any Losses incurred or reasonably expected to be incurred by the Indemnified Party and (ii) a statement that the Indemnified Party is entitled to indemnification under this ARTICLE VIII Article XII for such Losses and a reasonable explanation of the basis therefor. (b) Within thirty (30) days after delivery of a Claim NoticeNotice (other than a Claim Notice based on a third-party claim), the Indemnifying Party shall deliver to the Indemnified Party a written response (the “Response”) in which the Indemnifying Party shall either: (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount or (ii) dispute that the Indemnified Party is entitled to receive any or all of the Claimed Amount and the basis for such dispute (in such an event, the Response shall be referred to as an “Objection Notice”). If no Response is delivered by the Indemnifying Party to the Indemnified Party within such thirty (30) 20-day period, the Indemnifying Party shall be deemed to have agreed that an amount equal to the entire Claimed Amount shall be payable to the Indemnified Party and such Claimed Amount shall be promptly paid to Purchaser Indemnitees Purchasers or Seller IndemniteesSellers, as applicable. (c) In the event that the parties are unable to agree on whether Losses exist or on the amount of such Losses within the 30-day period after delivery of a Claim Notice, Purchasers or Sellers may (but are not required to do so) petition or file an action in a court of competent jurisdiction for resolution of such dispute. (d) In the event that the Indemnified Party is entitled entitled, or is seeking to assert rights rights, to indemnification under this ARTICLE VIII Article XII relating to a third-party claim, the Indemnified Party shall give written notification to the Indemnifying Party of the commencement of any Action suit or other legal proceeding relating to such third-party claim. Such notification shall be given promptly within thirty (30) days after receipt by the Indemnified Party of notice of such Actionsuit or proceeding, shall be accompanied by reasonable supporting documentation submitted by such third-third party (to the extent then in the possession of the Indemnified Party) and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Action suit or proceeding and the amount of the claimed Losses, if then known; provided, however, that no delay, delay or deficiency or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent the Indemnifying Party can demonstrate in writing that the defense of any liability caused by or arising out of such Action has been materially prejudiced by such delay, deficiency or failure. Within thirty (30) days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Action suit or proceeding with counsel reasonably satisfactory to the Indemnified Party; provided, however, that (i) the Indemnifying Party may only assume control of such defense only if it acknowledges in writing to the Indemnified Party that any Losses that may be assessed against the Indemnified Party in connection with such Action suit or proceeding constitute Losses for which the Indemnified Party shall be indemnified pursuant to this ARTICLE VIIIArticle XII, and (ii) the Indemnifying Party may not assume control of the defense of an Action a suit or proceeding (A) involving criminal liability; liability or (B) in which any relief other than monetary damages is sought against the Indemnified Party and the Indemnified Party reasonably determines that such non-monetary relief would materially and adversely affect the Indemnified Party; or (C) in which increased statutory, enhanced or treble damages are sought based on willful misconduct. In addition, notwithstanding anything to the contrary in the foregoing, in the event that an Indemnified Party reasonably determines that the conduct of the defense of any Action or any proposed settlement of any such Action by the Indemnifying Party might be expected to materially and adversely affect the Indemnified Party’s Tax Liability or the ability of the Indemnified Party to conduct its business (including relationships with customers, suppliers or other Persons with whom the Indemnified Party conducts business), the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement or negotiations relating to any such Action at the sole cost of the Indemnifying Party. If the Indemnifying Party does not so assume control of such defense, the Indemnified Party shall control such defense at the Indemnified Indemnifying Party’s expense subject to reimbursement as a part of a Claimed Amountexpense. The party not controlling such defense (the “Non-controlling Controlling Party”) may participate therein at its own expense; provided, however, that if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Actionsuit or proceeding, the reasonable fees and expenses of counsel to the Indemnified Party shall be considered “Losses” for purposes of this Agreement. The party controlling such defense (the “Controlling Party”) shall keep the Non-controlling Controlling Party reasonably advised of the status of such Action suit or proceeding and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Controlling Party with respect thereto. The Non-controlling Controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Action suit or proceeding (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Actionsuit or proceeding. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Action suit or proceeding without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayedunless such settlement is for monetary payments only and a written agreement is obtained releasing the Indemnified Party from all liability thereunder. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Action suit or proceeding without the prior written consent of the Indemnifying Party, unless such settlement is for monetary payments only and a written agreement is obtained releasing the Indemnified Party from all liability thereunder. (e) Nothing in this Section 12.4 shall apply to a Tax Claim or Tax Contest, which shall not be unreasonably withheld, conditioned or delayedgoverned by Section 15.3.

Claim Procedure/Notice of Claim. (a) A party entitled Party entitled, or seeking to assert rights rights, to indemnification under this ARTICLE Article VIII (whether one or more, an “Indemnified Party”) shall will give prompt written notification (a “Claim Notice”) to the party Party from whom indemnification is sought (an “Indemnifying Party”) which that contains (ia) a description descriptions of the Claims, and to the extent then reasonably determinable, the amount or estimation thereof thereof, (the “Claimed Amount”), if then known, of any Losses incurred or reasonably expected to be incurred by the Indemnified Party and (iib) a statement that the Indemnified Party is entitled to indemnification under this ARTICLE Article VIII for such Losses Claims and a reasonable explanation of for the basis thereforthereof. (ba) Within thirty (30) 20 days after delivery of a Claim Notice, the Indemnifying Party shall will deliver to the Indemnified Party a written response (the “Response”) in which the Indemnifying Party shall will either: (i) agree that the Indemnified Party is entitled Entitled to receive all of the Claimed Amount Claims or (ii) dispute that the Indemnified Party is entitled to receive any or all of the Claimed Amount Claims and the basis for such dispute (in such an event, the Response shall will be referred to as an “Objection Notice”). If no Response is delivered by the Indemnifying Party to the Indemnified Party within such thirty (30) 20-day period, the Indemnifying Party shall will be deemed to have agreed that an amount equal to the entire Claimed Amount shall Claims will be payable to the Indemnified Party and such Claimed Amount shall amount will be promptly paid to Purchaser Indemnitees or Seller Indemnitees, as applicablethe Indemnified Party. (cb) In the event that the Indemnified Party is entitled Parties are unable to agree on whether Claims exist or is seeking to assert rights to indemnification under this ARTICLE VIII relating to on the amount of such Claims within the 20-day period after delivery of a third-party claimClaim Notice, either the Indemnified Party shall give written notification to the Indemnifying Party of the commencement of any Action relating to such third-party claim. Such notification shall be given promptly after receipt by the Indemnified Party of notice of such Action, shall be accompanied by reasonable supporting documentation submitted by such third-party (to the extent then in the possession of the Indemnified Party) and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Action and the amount of the claimed Losses, if then known; provided, however, that no delay, deficiency or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent the Indemnifying Party can demonstrate in writing that the defense of such Action has been materially prejudiced by such delay, deficiency or failure. Within thirty (30) days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Action with counsel reasonably satisfactory to the Indemnified Party; provided, however, that (i) the Indemnifying Party may assume control of (but are not required to do so) submit such defense only if it acknowledges in writing to the Indemnified Party that any Losses that may be assessed against the Indemnified Party in connection with such Action constitute Losses matter for which the Indemnified Party shall be indemnified pursuant to this ARTICLE VIII, and (ii) the Indemnifying Party may not assume control of the defense of an Action (A) involving criminal liability; (B) in which any relief other than monetary damages is sought against the Indemnified Party and the Indemnified Party reasonably determines that such non-monetary relief would materially and adversely affect the Indemnified Party; or (C) in which increased statutory, enhanced or treble damages are sought based on willful misconduct. In addition, notwithstanding anything to the contrary in the foregoing, in the event that an Indemnified Party reasonably determines that the conduct of the defense of any Action or any proposed settlement of any such Action by the Indemnifying Party might be expected to materially and adversely affect the Indemnified Party’s Tax Liability or the ability of the Indemnified Party to conduct its business (including relationships with customers, suppliers or other Persons with whom the Indemnified Party conducts business), the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement or negotiations relating to any such Action at the sole cost of the Indemnifying Party. If the Indemnifying Party does not so assume control of such defense, the Indemnified Party shall control such defense at the Indemnified Party’s expense subject to reimbursement as a part of a Claimed Amount. The party not controlling such defense (the “Non-controlling Party”) may participate therein at its own expense; provided, however, that if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Action, the reasonable fees and expenses of counsel to the Indemnified Party shall be considered “Losses” for purposes of this Agreement. The party controlling such defense (the “Controlling Party”) shall keep the Non-controlling Party reasonably advised of the status of such Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Action. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Action without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayedlitigation.

Claim Procedure/Notice of Claim. (a) A party entitled or seeking to assert rights to indemnification under this ARTICLE VIII Article VII (an “Indemnified Party”) shall give prompt written notification (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) which contains contains: (i) a description and the amount or estimation thereof (the “Claimed Amount”), if then known, of any Losses incurred or reasonably expected to be incurred by the Indemnified Party and (ii) a statement that the Indemnified Party is entitled to indemnification under this ARTICLE VIII Article VII for such Losses and a reasonable explanation of the basis therefor. (b) Within thirty (30) days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response (the “Response”) in which the Indemnifying Party shall either: (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount or (ii) dispute that the Indemnified Party is entitled to receive any or all of the Claimed Amount and the basis for such dispute (in such an event, the Response shall be referred to as an “Objection Notice”). If no Response is delivered by the Indemnifying Party to the Indemnified Party within such thirty (30) day period, the Indemnifying Party shall be deemed to have agreed that an amount equal to the entire Claimed Amount shall be payable to the Indemnified Party and such Claimed Amount shall be promptly paid to Purchaser Indemnitees or Seller Indemnitees, as applicable. (c) In the event that the Indemnified Party is entitled or is seeking to assert rights to indemnification under this ARTICLE VIII Article VII relating to a third-party claim, the Indemnified Party shall give written notification to the Indemnifying Party of the commencement of any Action relating to such third-party claim. Such notification shall be given promptly after receipt by the Indemnified Party of notice of such Action, shall be accompanied by reasonable supporting documentation submitted by such third-party (to the extent then in the possession of the Indemnified Party) and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Action and the amount of the claimed Losses, if then known; provided, however, that no delay, deficiency or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent the Indemnifying Party can demonstrate in writing that the defense of such Action has been materially prejudiced by such delay, deficiency or failure. Within thirty (30) days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Action with counsel reasonably satisfactory to the Indemnified Party; provided, however, that that: (i) the Indemnifying Party may assume control of such defense only if it acknowledges in writing to the Indemnified Party that any Losses that may be assessed against the Indemnified Party in connection with such Action constitute Losses for which the Indemnified Party shall be indemnified pursuant to this ARTICLE VIIIArticle VII, and (ii) the Indemnifying Party may not assume control of the defense of an Action (A) involving criminal liability; or (B) in which any relief other than monetary damages is sought against the Indemnified Party and the Indemnified Party reasonably determines that such non-monetary relief would materially and adversely affect the Indemnified Party; or (C) in which increased statutory, enhanced or treble damages are sought based on willful misconduct. In addition, notwithstanding anything to the contrary in the foregoing, in the event that an Indemnified Party reasonably determines that the conduct of the defense of any Action or any proposed settlement of any such Action by the Indemnifying Party might be expected to materially and adversely affect the Indemnified Party’s Tax Liability or the ability of the Indemnified Party to conduct its business (including relationships with customers, suppliers or other Persons with whom the Indemnified Party conducts business), the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement or negotiations relating to any such Action at the sole cost of the Indemnifying Party. If the Indemnifying Party does not so assume control of such defense, the Indemnified Party shall control such defense at the Indemnified Party’s expense subject to reimbursement as a part of a Claimed Amount. The party not controlling such defense (the “Non-controlling Party”) may participate therein at its own expense; provided, however, that if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Action, the reasonable fees and expenses of counsel to the Indemnified Party shall be considered “Losses” for purposes of this Agreement. The party controlling such defense (the “Controlling Party”) shall keep the Non-controlling Party reasonably advised of the status of such Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Action. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Action without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayed. In the event that some, but not all, of the Losses from the Action are indemnifiable, the costs and expenses (including reasonable legal fees and disbursements) of the Controlling Party incurred in connection with such defense shall be allocated between the Indemnifying Party and the Indemnified Party in proportion to the Losses for which each such party is ultimately responsible in connection with such claim, after giving effect to the provisions of this Article VII. (d) At such time as a Loss is agreed to by the Indemnifying Party or is finally determined by non-appealable adjudication to be payable by the Indemnifying Party pursuant to this Article VII, in order to satisfy the Indemnifying Party’s obligations hereunder the Indemnifying Party shall pay to the Indemnified Party within ten (10) Business Days of such agreement or, as the case may be, of such adjudication, the entire amount of such Loss by wire transfer of immediately available cash funds to the Indemnified Party’s account designated by the Indemnified Party in separate written instructions provided by the Indemnified Party to the Indemnifying Party. In the event of a dispute between the parties over the amount or allocation of the Losses, the parties shall resolve the dispute using the mechanism set forth in Section 5.16(d). (e) If an Indemnifying Party does not make timely full payment of any amount payable as provided in Section 7.03(d) (the “Unpaid Loss Amount”), the Indemnifying Party shall pay to the Indemnified Party, in addition to the amount of the Loss, with respect to which such Unpaid Loss Amount is payable, interest on the Unpaid Loss Amount accrued from and including the date on which the Unpaid Loss Amount is agreed to by the Indemnifying Party or is finally determined by non-appealable adjudication to be payable by the Indemnifying Party pursuant to this Article VII, to but excluding the date such Unpaid Loss Amount is paid at a rate per annum equal to 5.0%. Such interest shall be calculated daily on the basis of a 365 day year and the actual number of days elapsed, without compounding.

Claim Procedure/Notice of Claim. (a) A party entitled entitled, or seeking to assert rights rights, to indemnification under this ARTICLE VIII Article XII (an “"Indemnified Party”") shall give prompt written notification (a “"Claim Notice”") to the party from whom indemnification is sought (an “"Indemnifying Party”") which contains (i) a description and the amount or estimation thereof (the “"Claimed Amount”"), if then known, of any Losses Adverse Consequences incurred or reasonably expected to be incurred by the Indemnified Party and (ii) a statement that the Indemnified Party is entitled to indemnification under this ARTICLE VIII Article XII for such Losses Adverse Consequences and a reasonable explanation of the basis therefor. (b) Within thirty twenty (3020) days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response (the “"Response”") in which the Indemnifying Party shall either: (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount or (ii) dispute that the Indemnified Party is entitled to receive any or all of the Claimed Amount and the basis for such dispute (in such an event, the Response shall be referred to as an “"Objection Notice”"). If no Response is delivered by the Indemnifying Party to the Indemnified Party within such thirty (30) 20-day period, the Indemnifying Party shall be deemed to have agreed that an amount equal to the entire Claimed Amount shall be payable to the Indemnified Party and such Claimed Amount shall be promptly paid to Purchaser Indemnitees or Seller IndemniteesSeller, as applicable. (c) In the event that the parties are unable to agree on whether Adverse Consequences exist or on the amount of such Adverse Consequences within the 20-day period after delivery of a Claim Notice, either Purchaser or Seller may (but are not required to do so) petition or file an action in a court of competent jurisdiction for resolution of such dispute. (d) In the event that the Indemnified Party is entitled entitled, or is seeking to assert rights rights, to indemnification under this ARTICLE VIII Article XII relating to a third-party claim, the Indemnified Party shall give written notification to the Indemnifying Party of the commencement of any Action suit or other legal proceeding relating to such third-party claim. Such notification shall be given promptly within twenty (20) days after receipt by the Indemnified Party of notice of such Actionsuit or proceeding, shall be accompanied by reasonable supporting documentation submitted by such third-third party (to the extent then in the possession of the Indemnified Party) and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Action suit or proceeding and the amount of the claimed LossesAdverse Consequences, if then known; provided, however, that no delay, delay or deficiency or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent the Indemnifying Party can demonstrate in writing that the defense of any liability caused by or arising out of such Action has been materially prejudiced by such delay, deficiency or failure. Within thirty twenty (3020) days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Action suit or proceeding with counsel reasonably satisfactory to the Indemnified Party; provided, however, that (i) the Indemnifying Party may only assume control of such defense only if it acknowledges in writing to the Indemnified Party that any Losses Adverse Consequences that may be assessed against the Indemnified Party in connection with such Action suit or proceeding constitute Losses Adverse Consequences for which the Indemnified Party shall be indemnified pursuant to this ARTICLE VIIIArticle XII, and (ii) the Indemnifying Party may not assume control of the defense of an Action a suit or proceeding (A) involving criminal liability; , (B) in which any relief other than monetary damages is sought against the Indemnified Party and the Indemnified Party reasonably determines that such non-monetary relief would materially and adversely affect the Indemnified Party; , or (C) in which increased statutory, enhanced or treble damages are sought based on willful misconduct. In addition, notwithstanding anything to the contrary in the foregoing, in the event that an Indemnified Party reasonably in good faith determines that the conduct of the defense of any Action claim, suit or proceeding or any proposed settlement of any such Action claim, suit or proceeding by the Indemnifying Party might be expected to materially and adversely affect the Indemnified Party’s 's Tax Liability liability or the ability of the Indemnified Party to conduct its business (including including, relationships with Governmental Authorities, customers, suppliers or other Persons with whom the Indemnified Party conducts business), the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement or negotiations relating to any such Action claim, suit or proceeding at the sole cost of the Indemnifying Party. If the Indemnifying Party does not so assume control of such defense, the Indemnified Party shall control such defense at the Indemnified Indemnifying Party’s expense subject to reimbursement as a part of a Claimed Amount's expense. The party not controlling such defense (the “"Non-controlling Party”") may participate therein at its own expense; provided, however, that if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Actionsuit or proceeding, the reasonable fees and expenses of counsel to the Indemnified Party shall be considered “Losses” "Adverse Consequences" for purposes of this Agreement. The party controlling such defense (the “"Controlling Party”") shall keep the Non-controlling Party reasonably advised of the status of such Action suit or proceeding and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Action suit or proceeding (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Actionsuit or proceeding. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Action suit or proceeding without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned withheld or delayed. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Action suit or proceeding without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned withheld or delayed.

Claim Procedure/Notice of Claim. (a) A party entitled entitled, or seeking to assert rights rights, to indemnification under this ARTICLE VIII Article XII (an “Indemnified Party”) shall give prompt written notification (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) which contains (i) a description and the amount or estimation thereof (the “Claimed Amount”), if then known, of any Losses Adverse Consequences incurred or reasonably expected to be incurred by the Indemnified Party and (ii) a statement that the Indemnified Party is entitled to indemnification under this ARTICLE VIII Article XII for such Losses Adverse Consequences and a reasonable explanation of the basis therefor. (b) Within thirty twenty (3020) days after delivery of a Claim NoticeNotice (other than a Claim Notice based on a third-party claim), the Indemnifying Party shall deliver to the Indemnified Party a written response (the “Response”) in which the Indemnifying Party shall either: (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount or (ii) dispute that the Indemnified Party is entitled to receive any or all of the Claimed Amount and the basis for such dispute (in such an event, the Response shall be referred to as an “Objection Notice”). If no Response is delivered by the Indemnifying Party to the Indemnified Party within such thirty (30) 20-day period, the Indemnifying Party shall be deemed to have agreed that an amount equal to the entire Claimed Amount shall be payable to the Indemnified Party and such Claimed Amount shall be promptly paid to Purchaser Indemnitees or Seller Indemnitees, as applicablethe applicable Indemnified Party. (c) In the event that the parties are unable to agree on whether Adverse Consequences exist or on the amount of such Adverse Consequences within the 20-day period after delivery of a Claim Notice, either Purchaser or Seller may (but are not required to do so) petition or file an action in a court of competent jurisdiction for resolution of such dispute. (d) In the event that the Indemnified Party is entitled entitled, or is seeking to assert rights rights, to indemnification under this ARTICLE VIII Article XII relating to a third-party claim, the Indemnified Party shall give written notification to the Indemnifying Party of any demand letter or the commencement of any Action suit or other legal proceeding relating to such third-party claim. Such notification shall be given promptly after receipt by the Indemnified Party of the demand letter, notice of such Actionsuit or proceeding, shall be accompanied by reasonable supporting documentation submitted by such third-third party (to the extent then in the possession of the Indemnified Party) and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Action suit or proceeding and the amount of the claimed LossesAdverse Consequences, if then known; provided, however, that no delay, delay or deficiency or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent the Indemnifying Party can demonstrate in writing that the defense of any liability caused by or arising out of such Action has been materially prejudiced by such delayfailure, deficiency or failureincluding default judgments. Within thirty twenty (3020) days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume and retain control of the defense of such Action suit or proceeding with counsel reasonably satisfactory to the Indemnified PartyParty for so long as the Indemnifying Party is diligently defending such suit or proceeding in good faith; provided, however, that (i) the Indemnifying Party may assume control of such defense only if it acknowledges in writing to the Indemnified Party that any Losses that may be assessed against the Indemnified Party in connection with such Action constitute Losses for which the Indemnified Party shall be indemnified pursuant to this ARTICLE VIII, and (ii) the Indemnifying Party may not assume control of the defense of an Action a suit or proceeding (A) involving criminal liability; , (B) in which any relief other than monetary damages is sought against the Indemnified Party and the Indemnified Party reasonably determines that such non-monetary relief would materially and adversely affect the Indemnified Party; or , (C) in which increased statutory, enhanced or treble damages are sought based on willful misconduct, (D) which is reasonably likely to result in Adverse Consequences that exceed the amount the Purchaser Indemnitees will be entitled to recover from Seller as a result of the limitations set forth in this Article XII, or (E) is brought by any Material Customer or Material Supplier. In addition, notwithstanding anything to the contrary in the foregoing, in the event that an Indemnified Party reasonably in good faith determines that (x) the conduct of the defense of any Action claim, suit or proceeding or any proposed settlement of any such Action claim, suit or proceeding by the Indemnifying Party might be expected to materially and adversely affect the Indemnified Party’s Tax Liability or the ability of the Indemnified Party to conduct its business (including relationships with customers, suppliers Governmental Authorities) or other Persons with whom (y) the Indemnified Indemnifying Party conducts business)is not diligently defending such suit or proceeding in good faith, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement or negotiations relating to any such Action claim, suit or proceeding at the sole cost of the Indemnifying Party. If the Indemnifying Party does not so assume control of such defense, the Indemnified Party shall control such defense at the Indemnified Indemnifying Party’s expense subject to reimbursement as a part of a Claimed Amountexpense. The party not controlling such defense (the “Non-controlling Party”) may participate therein at its own expense; provided, however, that if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Actionsuit or proceeding, the reasonable fees and expenses of counsel to the Indemnified Party shall be considered “LossesAdverse Consequences” for purposes of this Agreement. The party controlling such defense (the “Controlling Party”) shall keep the Non-controlling Party reasonably advised of the status of such Action suit or proceeding and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Action suit or proceeding (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Actionsuit or proceeding. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Action suit or proceeding without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. The If the Indemnifying Party assumes the control of a third-party claim, the Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Action suit or proceeding without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, Seller shall be the Controlling Party with respect to the Pending Claims and Purchaser shall have all rights of the Non-Controlling Party with respect to the Pending Claims as set forth herein.

Claim Procedure/Notice of Claim. (a) A party entitled entitled, or seeking to assert rights rights, to indemnification under this ARTICLE VIII Article XII (an “"Indemnified Party”") shall give prompt written notification (a “"Claim Notice”") to the party from whom indemnification is sought (an “"Indemnifying Party”") which contains (i) a description and the amount or estimation thereof (the “"Claimed Amount”"), if then known, of any Losses incurred or reasonably expected to be incurred by the Indemnified Party and (ii) a statement that the Indemnified Party is entitled to indemnification under this ARTICLE VIII Article XII for such Losses and a reasonable explanation of the basis therefor. (b) Within thirty (30) days after delivery of a Claim NoticeNotice (other than a Claim Notice based on a third-party claim), the Indemnifying Party shall deliver to the Indemnified Party a written response (the “"Response”") in which the Indemnifying Party shall either: (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount or (ii) dispute that the Indemnified Party is entitled to receive any or all of the Claimed Amount and the basis for such dispute (in such an event, the Response shall be referred to as an “"Objection Notice”"). If no Response is delivered by the Indemnifying Party to the Indemnified Party within such thirty (30) 20-day period, the Indemnifying Party shall be deemed to have agreed that an amount equal to the entire Claimed Amount shall be payable to the Indemnified Party and such Claimed Amount shall be promptly paid to Purchaser Indemnitees Purchasers or Seller IndemniteesSellers, as applicable. (c) In the event that the parties are unable to agree on whether Losses exist or on the amount of such Losses within the 30-day period after delivery of a Claim Notice, Purchasers or Sellers may (but are not required to do so) petition or file an action in a court of competent jurisdiction for resolution of such dispute. (d) In the event that the Indemnified Party is entitled entitled, or is seeking to assert rights rights, to indemnification under this ARTICLE VIII Article XII relating to a third-party claim, the Indemnified Party shall give written notification to the Indemnifying Party of the commencement of any Action suit or other legal proceeding relating to such third-party claim. Such notification shall be given promptly within thirty (30) days after receipt by the Indemnified Party of notice of such Actionsuit or proceeding, shall be accompanied by reasonable supporting documentation submitted by such third-third party (to the extent then in the possession of the Indemnified Party) and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Action suit or proceeding and the amount of the claimed Losses, if then known; provided, however, that no delay, delay or deficiency or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent the Indemnifying Party can demonstrate in writing that the defense of any liability caused by or arising out of such Action has been materially prejudiced by such delay, deficiency or failure. Within thirty (30) days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Action suit or proceeding with counsel reasonably satisfactory to the Indemnified Party; provided, however, that (i) the Indemnifying Party may only assume control of such defense only if it acknowledges in writing to the Indemnified Party that any Losses that may be assessed against the Indemnified Party in connection with such Action suit or proceeding constitute Losses for which the Indemnified Party shall be indemnified pursuant to this ARTICLE VIIIArticle XII, and (ii) the Indemnifying Party may not assume control of the defense of an Action (A) involving criminal liability; (B) in which any relief other than monetary damages is sought against the Indemnified Party and the Indemnified Party reasonably determines that such non-monetary relief would materially and adversely affect the Indemnified Party; or (C) in which increased statutory, enhanced or treble damages are sought based on willful misconduct. In addition, notwithstanding anything to the contrary in the foregoing, in the event that an Indemnified Party reasonably determines that the conduct of the defense of any Action or any proposed settlement of any such Action by the Indemnifying Party might be expected to materially and adversely affect the Indemnified Party’s Tax Liability or the ability of the Indemnified Party to conduct its business (including relationships with customers, suppliers or other Persons with whom the Indemnified Party conducts business), the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement or negotiations relating to any such Action at the sole cost of the Indemnifying Party. If the Indemnifying Party does not so assume control of such defense, the Indemnified Party shall control such defense at the Indemnified Party’s expense subject to reimbursement as a part of a Claimed Amount. The party not controlling such defense (the “Non-controlling Party”) may participate therein at its own expense; provided, however, that if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Action, the reasonable fees and expenses of counsel to the Indemnified Party shall be considered “Losses” for purposes of this Agreement. The party controlling such defense (the “Controlling Party”) shall keep the Non-controlling Party reasonably advised of the status of such Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Action. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Action without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayed.and

Claim Procedure/Notice of Claim. (a) A party entitled or seeking to assert rights to indemnification under this ARTICLE VIII Article VI (an “Indemnified Party”) shall give prompt written notification (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) which contains contains: (i) a description and the amount or estimation thereof (the “Claimed Amount”), if then known, of any Losses incurred or reasonably expected to be incurred by the Indemnified Party and (ii) a statement that the Indemnified Party is entitled to indemnification under this ARTICLE VIII Article VI for such Losses and a reasonable explanation of the basis therefor. (b) Within thirty (30) days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response (the “Response”) in which the Indemnifying Party shall either: (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount or (ii) dispute that the Indemnified Party is entitled to receive any or all of the Claimed Amount and the basis for such dispute (in such an event, the Response shall be referred to as an “Objection Notice”). If no Response is delivered by the Indemnifying Party to the Indemnified Party within such thirty (30) day period, the Indemnifying Party shall be deemed to have agreed that an amount equal to the entire Claimed Amount shall be payable to the Indemnified Party and such Claimed Amount shall be promptly paid to Purchaser Transferor Indemnitees or Seller Transferee Indemnitees, as applicable. (c) In the event that the Indemnified Party is entitled or is seeking to assert rights to indemnification under this ARTICLE VIII Article VI relating to a third-party claim, the Indemnified Party shall give written notification to the Indemnifying Party of the commencement of any Action relating to such third-party claim. Such notification shall be given promptly after receipt by the Indemnified Party of notice of such Action, shall be accompanied by reasonable supporting documentation submitted by such third-party (to the extent then in the possession of the Indemnified Party) and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Action and the amount of the claimed Losses, if then known; provided, however, that no delay, deficiency or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent the Indemnifying Party can demonstrate in writing that the defense of such Action has been materially prejudiced by such delay, deficiency or failure. Within thirty (30) days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Action with counsel reasonably satisfactory to the Indemnified Party; provided, however, that that: (i) the Indemnifying Party may assume control of such defense only if it acknowledges in writing to the Indemnified Party that any Losses that may be assessed against the Indemnified Party in connection with such Action constitute Losses for which the Indemnified Party shall be indemnified pursuant to this ARTICLE VIIIArticle VI, and (ii) the Indemnifying Party may not assume control of the defense of an Action (A) involving criminal liability; or (B) in which any relief other than monetary damages is sought against the Indemnified Party and the Indemnified Party reasonably determines that such non-monetary relief would materially and adversely affect the Indemnified Party; or (C) in which increased statutory, enhanced or treble damages are sought based on willful misconduct. In addition, notwithstanding anything to the contrary in the foregoing, in the event that an Indemnified Party reasonably determines that the conduct of the defense of any Action or any proposed settlement of any such Action by the Indemnifying Party might be expected to materially and adversely affect the Indemnified Party’s Tax Liability or the ability of the Indemnified Party to conduct its business (including relationships with customers, suppliers or other Persons with whom the Indemnified Party conducts business), the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement or negotiations relating to any such Action at the sole cost of the Indemnifying Party. If the Indemnifying Party does not so assume control of such defense, the Indemnified Party shall control such defense at the Indemnified Party’s expense subject to reimbursement as a part of a Claimed Amount. The party not controlling such defense (the “Non-controlling Controlling Party”) may participate therein at its own expense; provided, however, that if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Action, the reasonable fees and expenses of counsel to the Indemnified Party shall be considered “Losses” for purposes of this Agreement. The party controlling such defense (the “Controlling Party”) shall keep the Non-controlling Party reasonably advised of the status of such Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Controlling Party with respect thereto. The Non-controlling Controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Action. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Action without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayed. In the event that some, but not all, of the Losses from the Action are indemnifiable, the costs and expenses (including reasonable legal fees and disbursements) of the Controlling Party incurred in connection with such defense shall be allocated between the Indemnifying Party and the Indemnified Party in proportion to the Losses for which each such party is ultimately responsible in connection with such claim, after giving effect to the provisions of this Article VI.

Claim Procedure/Notice of Claim. (a) A party entitled Party entitled, or seeking to assert rights rights, to indemnification under this ARTICLE VIII Article IX (an “Indemnified Party”) shall give prompt written notification (a “Claim Notice”) to the party Party from whom indemnification is sought (an “Indemnifying Party”) which contains (i) a description and the amount or estimation thereof (the “Claimed Amount”), if then known, of any Losses Damages incurred or reasonably expected to be incurred by the Indemnified Party and (ii) a statement that the Indemnified Party is entitled to indemnification under this ARTICLE VIII Article IX for such Losses Damages and a reasonable explanation of the basis thereforBasis therefore. (b) Within thirty twenty (3020) days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response (the “Response”) in which the Indemnifying Party shall either: (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount or (ii) dispute that the Indemnified Party is entitled to receive any or all of the Claimed Amount and the basis for such dispute (in such an event, the Response shall be referred to as an “Objection Notice”). If no Response is delivered by the Indemnifying Party to the Indemnified Party within such thirty (30) 20-day period, the Indemnifying Party shall be deemed to have agreed that an amount equal to the entire Claimed Amount shall be payable to the Indemnified Party and such Claimed Amount shall be promptly paid to the Purchaser Indemnitees or Seller Indemniteesthe Sellers, as applicable. (c) In the event that the parties are unable to agree on whether Damages exist or on the amount of such Damages within the 20-day period after delivery of a Claim Notice, either the Purchaser or the Sellers may (but are not required to do so) apply for the dispute resolution mechanism as detailed in Article 13.3 below for resolution of such dispute. (d) In the event that the Indemnified Party is entitled entitled, or is seeking to assert rights rights, to indemnification under this ARTICLE VIII Article IX relating to a third-party claim, the Indemnified Party shall give written notification to the Indemnifying Party of the commencement of any Action Legal Proceeding relating to such third-party claim. Such notification shall be given promptly within twenty (20) days after receipt by the Indemnified Party of notice of such Actionsuit or proceeding, shall be accompanied by reasonable supporting documentation submitted by such third-third party (to the extent then in the possession of the Indemnified Party) and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis Basis for such Action suit or proceeding and the amount of the claimed LossesDamages, if then known; provided, however, that no delay, delay or deficiency or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability Liability or obligation hereunder except to the extent the Indemnifying Party can demonstrate in writing that the defense of any Liability caused by or arising out of such Action has been materially prejudiced by such delay, deficiency or failure. Within thirty twenty (3020) days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Action suit or proceeding with counsel reasonably satisfactory to the Indemnified Party; provided, however, that (i) the Indemnifying Party may only assume control of such defense only if it acknowledges in writing to the Indemnified Party that any Losses Damages that may be assessed against the Indemnified Party in connection with such Action suit or proceeding constitute Losses Damages for which the Indemnified Party shall be fully indemnified pursuant to this ARTICLE VIIIArticle IX, and (ii) the Indemnifying Party may not assume control of the defense of an Action (A) a suit or proceeding involving criminal liability; (B) liability or in which any relief other than monetary damages Damages is sought against the Indemnified Party and the Indemnified Party reasonably determines that such non-monetary relief would materially and adversely affect the Indemnified Party; or (C) in which increased statutory, enhanced or treble damages are sought based on willful misconduct. In addition, notwithstanding anything to the contrary in the foregoing, in the event that an Indemnified Party reasonably in good faith determines that the conduct of the defense of any Action claim, suit or proceeding or any proposed settlement of any such Action claim, suit or proceeding by the Indemnifying Party might be expected to materially and adversely affect the Indemnified Party’s Tax Liability or the ability of the Indemnified Party to conduct its business (including including, relationships with Governmental Entities, customers, suppliers or other Persons with whom the Indemnified Party conducts business), the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement or negotiations relating to any such Action claim, suit or proceeding at the sole cost of the Indemnifying Party. If the Indemnifying Party does not so assume control of such defense, the Indemnified Party shall control such defense at the Indemnified Party’s expense subject to reimbursement as a part of a Claimed Amountdefense. The party not controlling such defense (the “Non-controlling Party”) may participate therein at its own expense; provided, however, that if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Actionsuit or proceeding, the reasonable fees and expenses of counsel to the Indemnified Party shall be considered “LossesDamages” for purposes of this Agreement. The party Party controlling such defense (the “Controlling Party”) shall keep the Non-controlling Party reasonably advised of the status of such Action suit or proceeding and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Action suit or proceeding (including copies of any summons, complaint or other pleading which may have been served on such party Party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Actionsuit or proceeding. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Action suit or proceeding without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned withheld or delayed. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Action suit or proceeding without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned withheld or delayed. (e) In no event shall the indemnification amount exceed one hundred percent (100%) of the Purchase Price herein. And the tipping basket for the aggregate Claimed Amount for undisclosed liabilities or breaches of representations, warranties, covenants or agreements shall be US$20,000. If any Claimed Amount is below US$20,000, no indemnification would be rendered. However, if any Claimed Amount is over US$20,000, the Indemnified Party will get reimbursed to the full amount starting from US$1 not US$20,001. (f) In the event the Purchaser fails to pay the Purchase Price according to the time schedule required in Section 2.3 above, the Purchaser shall be liable to pay the Damages to the Sellers calculated based on three (3) times of the lost bank deposit interest plus lost exchange rate on the portion of delayed payment for the corresponding period of time for delay.