Common use of Direct Claim Procedures Clause in Contracts

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under Section 7.02 against the Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days following the receipt of a notice with respect to any such claim that the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Losses with respect to such claim, such Losses shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall promptly pay to the Indemnified Party any and all Losses arising out of such claim. If the Indemnifying Party has timely disputed its indemnity obligation for any Losses with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through such negotiations, such dispute shall be resolved by arbitration determined pursuant to Section 9.06.

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under Section 7.02 6.01 against the an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) 30 days following the receipt of a notice with respect to any such claim that the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Losses Damages with respect to such claim, such Losses Damages shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall promptly pay to the Indemnified Party any and all Losses Damages arising out of such claim. If the Indemnifying Party has timely disputed its indemnity obligation for any Losses Damages with respect to such claim, the parties shall proceed follow the dispute resolution procedures set forth in good faith to negotiate a resolution of such dispute and, if not resolved through such negotiations, such dispute shall be resolved by arbitration determined pursuant to Section 9.069.07.

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under Section 7.02 7.01 or Section 7.02, as applicable, against the an Indemnifying Party that does not involve a Third Third-Party Claim, the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days following the receipt of a notice with respect to any such claim that the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Losses Damages with respect to such claim, such Losses Damages shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall promptly pay to the Indemnified Party any and all Losses Damages arising out of such claim. If the Indemnifying Party has timely disputed its indemnity obligation for any Losses Damages with respect to such claim, the parties Parties shall proceed follow the dispute resolution procedures set forth in good faith to negotiate a resolution of such dispute and, if not resolved through such negotiations, such dispute shall be resolved by arbitration determined pursuant to Section 9.0610.07.

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under Section 7.02 6.01 against the an Indemnifying Party that does not involve a Third Third-Party Claim, the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) 30 days following the receipt of a notice with respect to any such claim that the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Losses Damages with respect to such claim, such Losses Damages shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall promptly pay to the Indemnified Party any and all Losses Damages arising out of such claim. If the Indemnifying Party has timely disputed its indemnity obligation for any Losses Damages with respect to such claim, the parties shall proceed follow the dispute resolution procedures set forth in good faith to negotiate a resolution of such dispute and, if not resolved through such negotiations, such dispute shall be resolved by arbitration determined pursuant to Section 9.069.07.

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under Section 7.02 11.02 or Section 11.04 against the an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party in writing within thirty (30) 30 days following the receipt of a notice with respect to any such claim that the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Losses Damages with respect to such claim, such Losses Damages shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Indemnified Party shall promptly pay be entitled to the Indemnified Party any and prompt payment of all Losses Damages arising out of such claimclaim to the extent provided in this Article 11. If the Indemnifying Party has timely disputed its indemnity obligation for any Losses Damages with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through such negotiations, such dispute shall be resolved by arbitration litigation in an appropriate court of jurisdiction determined pursuant to Section 9.0612.07.

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under Section 7.02 11.02 against the an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days following the receipt of a notice with respect to any such claim that the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Losses Damages with respect to such claim, such Losses Damages shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall promptly pay to the Indemnified Party any and all Losses Damages arising out of such claim. If the Indemnifying Party has timely disputed its indemnity obligation for any Losses Damages with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through such negotiations, such dispute shall be resolved by arbitration litigation in an appropriate court of jurisdiction determined pursuant to Section 9.0613.07.

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under Section 7.02 9.02 against the an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such The notice shall set forth in reasonable detail (i) that such Indemnified Party has paid, incurred or reasonably anticipates incurring Damages, for which such Indemnified Party is entitled to [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. Schedules (or similar attachments) referred to and listed herein shall have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule (or similar attachment) will be furnished to the Commission upon request. recovery under Section 9.02, (ii) a written statement describing the nature of the claim and the basis therefor, (iii) the amount of such Damages incurred or that such Indemnified Party reasonably estimates in good faith is likely to be incurred in connection with such claim and (iv) if applicable, the instructions for indemnification payment to such Indemnified Party (taking into account account, for purposes of the foregoing clauses, the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days following the receipt of a notice with respect to any such claim that the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Losses with respect to such claim, such Losses shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall promptly pay to the Indemnified Party any and all Losses arising out of such claim. If the Indemnifying Party has timely disputed its indemnity obligation for any Losses Damages with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through such negotiations, such dispute shall be resolved by arbitration litigation in an appropriate court of jurisdiction determined pursuant to Section 9.0610.06.

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under Section 7.02 9.02 against the an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) 30 days following the receipt of a notice with respect to any such claim that the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Losses Damages with respect to such claim, such Losses Damages shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall promptly pay to the Indemnified Party any and all Losses Damages arising out of such claim. If the Indemnifying Party has timely disputed its indemnity obligation for any Losses Damages with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through such negotiations, such dispute shall be resolved by arbitration litigation in an appropriate court of jurisdiction determined pursuant to Section 9.0611.08.

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under Section 7.02 against the an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days following the receipt of a notice with respect to any such claim that the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Losses Damages with respect to such claim, such Losses Damages shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall promptly pay to the Indemnified Party any and all Losses Damages arising out of such claim. If the Indemnifying Party has timely disputed its indemnity obligation for any Losses with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through such negotiations, such dispute shall be resolved by arbitration determined pursuant to Section 9.06.

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under Section ‎Section 7.02 against the Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days following the receipt of a notice with respect to any such claim that the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Losses Damages with respect to such claim, such Losses Damages shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall promptly pay to the Indemnified Party any and all Losses Damages arising out of such claim. If the Indemnifying Party has timely disputed its indemnity obligation for any Losses Damages with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through such negotiations, such dispute shall be resolved by arbitration determined pursuant to Section ‎Section 9.06.

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under Section 7.02 10.02 against the an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such The notice shall set forth in reasonable detail forth: (i) that such Indemnified Party has paid, incurred or reasonably anticipates incurring Damages, for which such Indemnified Party is entitled to recovery under Section 10.02; (ii) a written statement describing the nature of the claim and the basis therefor; (iii) the amount of such Damages incurred or that such Indemnified Party reasonably estimates in good faith is likely to be incurred in connection with such claim; and (iv) if applicable, the instructions for indemnification payment to such Indemnified Party (taking into account account, for purposes of the foregoing clauses, the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days following the receipt of a notice with respect to any such claim that the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Losses with respect to such claim, such Losses shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall promptly pay to the Indemnified Party any and all Losses arising out of such claim. If the Indemnifying Party has timely disputed its indemnity obligation for any Losses Damages with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through such negotiations, such dispute shall be resolved by arbitration litigation in an appropriate court of jurisdiction determined pursuant to Section 9.0611.06.

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under Section 7.02 9.2(a) or Section 9.2(b) against the an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) 30 days following the receipt of a notice with respect to any such claim that the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Losses with respect to such claim, such Losses shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall promptly pay to the Indemnified Party any and all Losses arising out of such claim. If the Indemnifying Party has timely disputed its indemnity obligation for any Losses with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through such negotiations, such dispute shall be resolved by arbitration litigation in an appropriate court of jurisdiction determined pursuant to Section 9.0611.2.

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under Section 7.02 9.02 against the an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. If Such notice shall describe the Indemnifying Party does not notify claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Damages that have been or may be sustained by the Indemnified Party within thirty (30) days following the receipt of a notice with respect to any Party. Following such claim that the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Losses with respect to such claim, such Losses shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall promptly pay to the Indemnified Party any and all Losses arising out of such claim. If the Indemnifying Party has timely disputed its indemnity obligation for any Losses with respect to such claimnotice, the parties Parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through such negotiations, such dispute shall be resolved by arbitration determined pursuant to in accordance with Section 9.0611.11.

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under Section 7.02 or Section 7.03 against the an Indemnifying Party that does not involve a Third Third-Party Claim, the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party in writing within thirty (30) 30 days following the receipt of a notice with respect to any such claim that the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Losses Damages with respect to such claim, such Losses Damages shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Indemnified Party shall promptly pay be entitled to the Indemnified Party any and prompt payment of all Losses Damages arising out of such claimclaim in accordance with this Article 7. If the Indemnifying Party has timely disputed its indemnity obligation for any Losses Damages with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through such negotiations, such dispute shall be resolved by arbitration litigation in an appropriate court of jurisdiction determined pursuant to Section 9.069.07.

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under Section 7.02 11.02 against the an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) 15 days following the receipt of a notice with respect to any such claim that the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Losses Damages with respect to such claim, such Losses Damages shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall promptly pay to the Indemnified Party any and all Losses Damages arising out of such claim. If the Indemnifying Party has timely disputed its indemnity obligation for any Losses Damages with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through such negotiations, such dispute shall be resolved by arbitration litigation in an appropriate court of jurisdiction determined pursuant to Section 9.0613.06.

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under Section 7.02 11.02 against the an Indemnifying Party that does not involve a Third Third- Party Claim, the Indemnified Party agrees to give notice in writing prompt written notice, and as promptly as practicable, of such claim to the Indemnifying Party, which notice shall in no event be delivered to the Indemnifying Party later than sixty (60) days after the Indemnified Party first learns of the facts on which such claim is based (such sixty (60) day period, the “Notice Period”). Such notice shall set forth in reasonable detail such claim and the basis for indemnification and the amount of such Damages incurred or that such Indemnified Party reasonably estimates in good faith is likely to be incurred in connection with such claim (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party as promptly as practicable within the Notice Period shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that such failure shall have actually materially and adversely prejudiced the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days following the receipt of a notice with respect to , and in any such claim that the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Losses with respect to such claimevent, such Losses shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall promptly pay to have no indemnification obligation in respect of any claim for which notice is delivered following expiration of the Indemnified Party any and all Losses arising out of applicable Notice Period for such claim. If the Indemnifying Party has timely disputed its indemnity obligation for any Losses with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through such negotiations, such dispute shall be resolved by arbitration determined pursuant to Section 9.06.

Direct Claim Procedures. In the event an Indemnified Party Indemnitee has a claim for indemnity under Section 7.02 7.1 or 7.2 against the Indemnifying Party Indemnitor that does not involve a Third Party Claim, the Indemnified Party Indemnitee agrees to give notice promptly deliver a Notice of Claim to Indemnitor. The Notice of Claim will specify, in writing of such claim reasonable detail, the facts known to the Indemnifying PartyIndemnitee regarding the claim. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available Subject to the Indemnified Party). The terms of this Agreement, the failure to so notify provide (or timely provide) a Notice of Claim will not affect the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, Indemnitee’s rights to indemnification except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying PartyIndemnitor. If the Indemnifying Party Indemnitor does not notify the Indemnified Party Indemnitee within thirty (30) days following the receipt of a notice with respect to any such claim Notice of Claim that the Indemnifying Party Indemnitor disputes its indemnity obligation to the Indemnified Party for any Losses Indemnitee with respect to such claim, such Losses claim shall be conclusively deemed a liability of the Indemnifying Party Indemnitor and the Indemnifying Party Indemnitor shall promptly pay to the Indemnified Party Indemnitee any and all Losses damages arising out of such claim. If the Indemnifying Party Indemnitor has timely disputed its indemnity obligation for any Losses with respect to such claim, the parties Parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through such negotiations, such dispute shall be resolved by arbitration determined pursuant to Section 9.0611.10.

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under Section 7.02 12.02 or Section 12.04 against the an Indemnifying Party that does not involve a Third Third-Party Claim, the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying Party; provided, however, that the failure to timely notify the Indemnifying Party of a claim shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days following the receipt of a notice with respect to any such claim that the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Losses Damages with respect to such claim, such Losses shall be conclusively deemed a liability within thirty (30) days after receipt of the Indemnifying Party and notice of the claim from the Indemnifying Party shall promptly pay to the Indemnified Party any and all Losses arising out of such claim. If the Indemnifying Party has timely disputed its indemnity obligation for any Losses with respect to such claimParty, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if dispute. If the parties have not resolved through such negotiations, such dispute through negotiations within thirty (30) days after notice by the Indemnifying Party that it disputes its indemnity obligations, or if Indemnifying Party fails to deliver a notice of dispute within thirty (30) days after receipt of the notice of the claim from the Indemnifying Party, the Indemnified Party shall be resolved by arbitration determined pursuant free to Section 9.06pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity indemnification under Section ‎‎Section 7.02 against the an Indemnifying Party that does not involve a Third Third-Party Claim, the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying PartyParty (a “Claim Notice”). Such notice The Claim Notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) 30 days following the receipt of a notice Claim Notice with respect to any such claim that the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Losses Damages with respect to such claim, such Losses Damages shall be conclusively deemed a liability Liability of the Indemnifying Party and the Indemnifying Party shall promptly pay to the Indemnified Party any and all Losses Damages arising out of such claim. If the Indemnifying Party has timely disputed its indemnity obligation for any Losses Damages with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through such negotiations, such dispute shall be resolved by arbitration litigation in an appropriate court of jurisdiction determined pursuant to Section 9.06‎‎Section 10.07.

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under Section 7.02 12.02 against the an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) 60 days following the receipt of a notice with respect to any such claim that the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Losses Damages with respect to such claim, such Losses Damages shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall promptly pay to the Indemnified Party any and all Losses Damages arising out of such claim. If the Indemnifying Party has timely disputed its indemnity obligation for any Losses Damages with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through such negotiations, such dispute shall be resolved by arbitration litigation in an appropriate court of jurisdiction determined pursuant to Section 9.0614.07.

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under Section 7.02 11.02 against the an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give prompt notice in writing writing, and as promptly as practicable, of such claim to the Indemnifying Party, which notice shall in no event be delivered to the Indemnifying Party later than 60 days after the Indemnified Party first learns of the facts on which such claim is based (such 60-day period, the “Notice Period”) (it being agreed that knowledge of the Business Employees as of the Applicable Transfer Time with respect to facts or circumstances existing prior to such Applicable Transfer Time shall not be imputed to Buyer or its Affiliates or Representatives for this purpose). Such notice shall set forth in reasonable detail such claim and the basis for indemnification and the amount of such Damages incurred or that such Indemnified Party reasonably estimates in good faith is likely to be incurred in connection with such claim (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party as promptly as practicable within the Notice Period shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that such failure shall have actually materially and adversely prejudiced the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days following the receipt of a notice with respect to any such claim that the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Losses with respect to such claim, such Losses shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall promptly pay to the Indemnified Party any and all Losses arising out of such claim. If the Indemnifying Party has timely disputed its indemnity obligation for any Losses with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through such negotiations, such dispute shall be resolved by arbitration determined pursuant to Section 9.06.

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under Section 7.02 11.02 or Section 11.03 against the an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. If the Indemnifying Party disputes its indemnity obligation for any Damages with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved pursuant to Section 13.06. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) 60 days following the receipt of a notice with respect to any such claim that the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Losses Damages with respect to such claim, such Losses shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall promptly pay to the Indemnified Party any and all Losses arising out of such claim. If the Indemnifying Party has timely disputed its indemnity obligation for any Losses with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through such negotiations, such dispute shall be resolved by arbitration determined pursuant to Section 9.0613.06.

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under Section 7.02 against the Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days following the receipt of a notice with respect to any such claim that the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Losses with respect to such claim, such Losses shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall promptly pay to the Indemnified Party any and all Losses arising out of such claim. If the Indemnifying Party has timely disputed its indemnity obligation for any Losses with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through such negotiations, such dispute shall be resolved by arbitration determined pursuant to in accordance with Section 9.069.05.

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under Section 7.02 10.02 against the an Indemnifying Party that does not involve a Third Third-Party Claim, the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party), including a description of the facts and circumstances giving rise to such occurrences, the estimated amount of Damages imposed, incurred, suffered or asserted in connection therewith or arising therefrom (to the extent then ascertainable), and a description of any other remedy sought in connection therewith (in each case, solely to the extent such information is then available). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days following the receipt of a notice with respect to any such claim that the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Losses with respect to such claim, such Losses shall be conclusively deemed a liability of the Indemnifying Party and the The Indemnifying Party shall promptly pay have a period of 30 days within which to the Indemnified Party any and all Losses arising out of respond to such claimClaim. If the Indemnifying Party has timely disputed its indemnity obligation for any Losses Damages with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through such negotiations, such dispute shall be resolved by arbitration litigation in an appropriate court of jurisdiction determined pursuant to Section 9.0612.06. If the Indemnifying Party does not object in writing to such claim within such 30 days after receipt of written notice from the Indemnified Party, such failure shall constitute an irrevocable acknowledgement by the Indemnified Party that the Indemnified Party is entitled to the full amount of the claims for Damages set forth in such notice.

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under Section 7.02 11.02 against the an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) 30 days following the receipt of a notice with respect to any such claim that the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Losses Damages with respect to such claim, such Losses Damages shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall promptly pay to the Indemnified Party any and all Losses Damages arising out of such claim. If the Indemnifying Party has timely disputed its indemnity obligation for any Losses Damages with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through such negotiations, such dispute shall be resolved by arbitration determined pursuant to as set forth in Section 9.0613.07.

Direct Claim Procedures. In the event an The Indemnified Party has will deliver a claim for indemnity under Section 7.02 against Claims Notice to the Indemnifying Party promptly upon its discovery of any matter for which the Indemnifying Party may be liable to the Indemnified Party hereunder that does not involve a Third Party Claim, the Indemnified Party agrees to give notice in writing of such claim to the Indemnifying Party. Such notice which Claims Notice shall set forth in reasonable detail such claim and the basis for indemnification also (taking into account the information then available to the Indemnified Party). The Party (a) state that the Indemnified Party has paid or properly accrued Damages or anticipates that it will incur liability for Damages for which such Indemnified Party is entitled to indemnification pursuant to this Agreement, and (a) indicate the date such item was, or is anticipated to be, paid or accrued; provided that the failure of any Indemnified Party to so notify the Indemnifying Party provide such notice shall not relieve the any Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the applicable Indemnifying Party. If The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party does not notify in determining the validity of any claim for indemnity by the Indemnified Party within thirty (30) days following the receipt and in otherwise resolving such matters. Such assistance and cooperation shall include providing reasonable access to and copies of a notice with respect to any such claim that the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Losses with respect information, records and documents relating to such claim, such Losses shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall promptly pay to the Indemnified Party any and all Losses arising out of such claimmatters. If the Indemnifying Party has timely disputed its indemnity obligation for any Losses Damages with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through such negotiations, such dispute shall be resolved by arbitration litigation in an appropriate court of jurisdiction determined pursuant to Section 9.0611.09.

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under Section 7.02 12.02 against the an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) 30 days following the receipt of a notice with respect to any such claim that the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Losses Damages with respect to such claim, such Losses Damages shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall promptly pay to the Indemnified Party any and all Losses Damages arising out of such claim. If the Indemnifying Party has timely disputed its indemnity obligation for any Losses with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through such negotiations, such dispute shall be resolved by arbitration determined pursuant to Section 9.06.

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under Section 7.02 11.02 against the an Indemnifying Party that does not involve a Third Party ClaimParty, the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) 30 days following the receipt of a notice with respect to any such claim that the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Losses Damages with respect to such claim, such Losses Damages shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall promptly pay to the Indemnified Party any and all Losses Damages arising out of such claim. If the Indemnifying Party has timely disputed its indemnity obligation for any Losses Damages with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through such negotiations, such dispute shall be resolved by arbitration litigation in an appropriate court of jurisdiction determined pursuant to Section 9.0613.06.

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under Section 7.02 5.1 against the Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days following the receipt of a notice with respect to any such claim that the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Losses Damages with respect to such claim, such Losses Damages shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall promptly pay to the Indemnified Party any and all Losses Damages arising out of such claim. If the Indemnifying Party has timely disputed its indemnity obligation for any Losses Damages with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through such negotiations, such dispute shall be resolved by arbitration determined pursuant to in accordance with Section 9.066.2.

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under Section 7.02 11.02 against the an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail the specifics of such claim and claim, the basis for indemnification and the Indemnified Party’s bona fide estimate of the amount of such claim (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunderunder this Agreement, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. The Indemnifying Party shall have thirty (30) days after receipt of such notice to respond in writing to the Indemnified Party describing in reasonable detail the basis for any objection to such claim (a “Dispute Notice”). If the Indemnifying Party does not notify the Indemnified Party deliver a Dispute Notice within thirty (such 30) days following the receipt of -day period or delivers a notice with respect to any such claim that the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Losses with respect to such claim, such Losses shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall promptly pay to the Indemnified Party any and all Losses arising out of such claim. If the Indemnifying Party has timely disputed its indemnity obligation for any Losses with respect Dispute Notice objecting to such claim, the parties Parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through such negotiationsnegotiations within sixty (60) days, such dispute shall be resolved by arbitration litigation in an appropriate court of jurisdiction determined pursuant to Section 9.0613.06.

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under Section 7.02 this Article 8 against the an Indemnifying Party that does not involve a Third Third-Party Claim, the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set , setting forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The ; provided, that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within thirty sixty (3060) days following the receipt of a notice with respect to any such claim that the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Losses Damages with respect to such claim, such Losses Damages shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall promptly pay to the Indemnified Party any and all Losses Damages arising out of such claim. If the Indemnifying Party has timely disputed its indemnity obligation for any Losses with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through such negotiations, such dispute shall be resolved by arbitration determined pursuant to Section 9.06.

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under Section 7.02 9.02 against the an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. The Indemnifying Party shall promptly, by written notice to the Indemnified Party, either (i) concede Liability in whole as to the amount claimed in the claim notice, (ii) deny Liability in whole as to the amount claimed in the claim notice, or (iii) concede Liability in part and deny Liability in part the amount claimed in the claim notice. If the Indemnifying Party does not notify the Indemnified Party respond within thirty (30) 30 days following the after its receipt of a notice with respect to any such the claim that the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Losses with respect to such claimnotice, such Losses shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall promptly pay be deemed to the Indemnified Party any and all Losses arising out of have rejected such claim. If Following the Indemnified Party’s response notice in which Liability is not conceded in whole or the Indemnifying Party has timely disputed its indemnity obligation Party’s express or deemed rejection of such claim for any Losses with respect to such claimindemnification, the parties Parties shall proceed in good faith to negotiate a resolution of such dispute. If such dispute and, if is not resolved through such negotiationsnegotiations or the Indemnifying Party does not respond, such dispute shall be resolved by arbitration litigation in an appropriate court of jurisdiction determined pursuant to Section 9.069.10.

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under Section 7.02 this Article 10 against the an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give prompt notice in writing writing, and as promptly as practicable, of such claim to the Indemnifying Party, which notice shall in no event be delivered to the Indemnifying Party later than forty-five (45) days after the Indemnified Party first learns of the facts on which such claim is based (“Notice Period”). Such notice shall set forth in reasonable detail such claim and the basis for indemnification and the amount of such Losses incurred or that such Indemnified Party reasonably estimates in good faith is likely to be incurred in connection with such claim (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party as promptly as practicable within the Notice Period shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that such failure shall have actually materially and adversely prejudiced the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days following the receipt of a notice with respect to , and in any such claim that the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Losses with respect to such claimevent, such Losses shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall promptly pay to have no indemnification obligation in respect of any claim for which notice is delivered following expiration of the Indemnified Party any and all Losses arising out of such claim. If the Indemnifying Party has timely disputed its indemnity obligation applicable Notice Period for any Losses with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through such negotiations, such dispute shall be resolved by arbitration determined pursuant to Section 9.06any.

Direct Claim Procedures. In the event an Indemnified Party has any Indemnitee should have a claim for indemnity against an Indemnifying Party under Section 7.02 against the Indemnifying Party 8.2 or Section 8.3, as applicable, that does not involve a Third Party Claimclaim being asserted against or sought to be collected from such Indemnitee, the Indemnified Party agrees to give Indemnitee shall deliver notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure by any Indemnitee so to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunderfrom any liability that it may have to such Indemnitee under Section 8.2 or Section 8.3, as applicable, except to the extent such failure (and only to the extent) that the Indemnifying Party shall have been actually and materially and adversely prejudiced the Indemnifying Partyas a result of such failure. If the Indemnifying Party does not notify the Indemnified Party Indemnitee within thirty (30) days [* * *] following the its receipt of a such notice with respect to any such claim that the Indemnifying Party disputes its indemnity obligation Indemnifying Party’s liability to the Indemnified Party for any Losses with respect to such claimIndemnitee under Section 8.2 or Section 8.3, as applicable, such Losses claim specified by the Indemnitee in such notice shall be conclusively deemed a liability Loss of the Indemnifying Party under Section 8.2 or Section 8.3, as applicable, and the Indemnifying Party shall promptly pay the amount of such Loss to the Indemnified Party Indemnitee on demand or, in the case of any and all Losses arising out notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim. If the Indemnifying Party has timely disputed its indemnity obligation for any Losses with respect to claim (or such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through such negotiations, such dispute shall be resolved by arbitration determined pursuant to Section 9.06portion thereof) becomes finally determined.

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under Section 7.02 11.02 against the an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying PartyParty or the survival period with respect to such claims has elapsed in accordance with Section 11.01. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) 45 days following the receipt of a notice with respect to any such claim that the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Losses Damages with respect to such claim, such Losses Damages shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall promptly pay to the Indemnified Party any and all Losses Damages arising out of such claim. If the Indemnifying Party has timely disputed its indemnity obligation for any Losses Damages with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through such negotiations, such dispute shall be resolved by arbitration determined pursuant to Section 9.0613.07.

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under Section 7.02 12.02 against the an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to shall give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. Following such notice, the Indemnifying Party shall have a period of 30 days to notify the Indemnified Party that it disputes such claim. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days following the receipt of a notice with respect to any dispute within such claim that 30-day period, then the Indemnifying Party disputes its indemnity obligation shall be deemed to have agreed to be fully liable to the Indemnified Party for any Losses with respect to such claim, such Losses shall be conclusively deemed . In the event of a liability notice of the Indemnifying Party and the Indemnifying Party shall promptly pay to the Indemnified Party any and all Losses arising out of such claim. If the Indemnifying Party has timely disputed its indemnity obligation for any Losses with respect to such claimdispute, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through such negotiations, such dispute shall be resolved by arbitration litigation in an appropriate court of jurisdiction determined pursuant to Section 9.0613.12.

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under Section 7.02 ‎Section 11.02 against the an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give prompt notice in writing writing, and as promptly as practicable, of such claim to the Indemnifying Party, which notice shall in no event be delivered to the Indemnifying Party later than 60 days after the Indemnified Party first learns of the facts on which such claim is based (such 60-day period, the “Notice Period”). Such notice shall set forth in reasonable detail such claim and the basis for indemnification and the amount of such Damages incurred or that such Indemnified Party reasonably estimates in good faith is likely to be incurred in connection with such claim (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party as promptly as practicable within the Notice Period shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that such failure shall have actually materially and adversely prejudiced the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days following the receipt of a notice with respect to , and in any such claim that the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Losses with respect to such claimevent, such Losses shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall promptly pay to have no indemnification obligation in respect of any claim for which notice is delivered following expiration of the Indemnified Party any and all Losses arising out of applicable Notice Period for such claim. If the Indemnifying Party has timely disputed its indemnity obligation for any Losses with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through such negotiations, such dispute shall be resolved by arbitration determined pursuant to Section 9.06.

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under Section 7.02 9.02 against the an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give prompt notice in writing writing, and as promptly as practicable, of such claim to the Indemnifying Party, which notice shall in no event be delivered to the Indemnifying Party later than 60 days after the Indemnified Party first learns of the facts on which such claim is based (such 60-day period, the “Notice Period”). Such notice shall set forth in reasonable detail such claim and the basis for indemnification and the amount of such Damages incurred or that such Indemnified Party reasonably estimates in good faith is likely to be incurred in connection with such claim (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party as promptly as practicable within the Notice Period shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that such failure shall have actually materially and adversely prejudiced the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days following the receipt of a notice with respect to , and in any such claim that the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Losses with respect to such claimevent, such Losses shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall promptly pay to have no indemnification obligation in respect of any claim for which notice is delivered following expiration of the Indemnified Party any and all Losses arising out of applicable Notice Period for such claim. If Notwithstanding anything to the Indemnifying Party has timely disputed its indemnity obligation contrary in this ‎Section 9.04, this Section 9.04 shall not apply to indemnification for any Losses Taxes, with respect to such claim, which the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through such negotiations, such dispute procedures for indemnification shall be resolved governed solely by arbitration determined pursuant to Section 9.066.06.

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under Section 7.02 10.02 against the an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) 30 days following the receipt of a notice with respect to any such claim that the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Losses Damages with respect to such claim, such Losses Damages shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall promptly pay to the Indemnified Party any and all Losses Damages arising out of such claim. If the Indemnifying Party has timely disputed its indemnity obligation for any Losses Damages with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through such negotiations, such dispute shall be resolved by arbitration litigation in an appropriate court of jurisdiction determined pursuant to Section 9.0612.07.

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under Section 7.02 9 against the an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis (including supporting documents if applicable) for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days following the receipt of a notice with respect to any such claim that the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Losses with respect to such claim, such Losses shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall promptly pay to the Indemnified Party any and all Losses arising out of such claim. If the Indemnifying Party has timely disputed its indemnity obligation for any Losses Damages with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through such negotiations, such dispute shall be resolved by arbitration determined pursuant to Section 9.0611.06. In addition, upon receipt of an indemnification notice under this Section 9.04, the Indemnifying Party may propose to the Indemnified Party ways to cure the applicable claim by written notice specifying the details for such proposal and the time period required for such cure; provided that the Indemnifying Party shall acknowledge that it would have an indemnity obligation for the Damages resulting from such claim; provided further that the Indemnified Party shall have full discretion to consider if it wishes to accept such proposal.

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under Section 7.02 9.02 or Section 9.03 against the an Indemnifying Party that does not involve a Third Third-Party Claim, the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party in writing within thirty (30) 30 days following the receipt of a notice with respect to any such claim that the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Losses Damages with respect to such claim, such Losses Damages shall be conclusively deemed a liability Liability of the Indemnifying Party and the Indemnifying Indemnified Party shall promptly pay be entitled to the Indemnified Party any and prompt payment of all Losses Damages arising out of such claimclaim in accordance with this Article 9. If the Indemnifying Party has timely disputed its indemnity obligation for any Losses Damages with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through such negotiations, such dispute shall be resolved by arbitration litigation in an appropriate court of jurisdiction determined pursuant to Section 9.0611.06.

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under Section 7.02 ‎Section 10.01 against the an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give prompt notice in writing writing, and as promptly as practicable, of such claim to the Indemnifying Party, which notice shall in no event be delivered to the Indemnifying Party later than 60 days after the Indemnified Party first learns of the facts on which such claim is based (such 60-day period, the “Notice Period”). Such notice shall set forth in reasonable detail such claim and the basis for indemnification and the amount of such Damages incurred or that such Indemnified Party reasonably estimates in good faith is likely to be incurred in connection with such claim (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party as promptly as practicable within the Notice Period shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that such failure shall have actually materially and adversely prejudiced the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days following the receipt of a notice with respect to , and in any such claim that the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Losses with respect to such claimevent, such Losses shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall promptly pay to have no indemnification obligation in respect of any claim for which notice is delivered following expiration of the Indemnified Party any and all Losses arising out of applicable Notice Period for such claim. If the Indemnifying Party has timely disputed its indemnity obligation for any Losses with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through such negotiations, such dispute shall be resolved by arbitration determined pursuant to Section 9.06.

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under Section 7.02 ‎‎Section 11.02 against the an Indemnifying Party that does not involve a Third Third- Party Claim, the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) 30 days following the receipt of a notice with respect to any such claim that the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Losses Damages with respect to such claim, such Losses Damages shall be conclusively deemed a liability Liability of the Indemnifying Party and the Indemnifying Party shall promptly pay to the Indemnified Party any and all Losses Damages arising out of such claim. If the Indemnifying Party has timely disputed its indemnity obligation for any Losses Damages with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through such negotiations, such dispute shall be resolved by arbitration litigation in an appropriate court of jurisdiction determined pursuant to Section 9.06‎‎Section 13.07.

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under Section 7.02 12.02 against the an Indemnifying Party that does not involve a Third Third-Party Claim, the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying PartyParty (which notice in the case of the Equityholders shall be given to or by Seller or the Equityholders Representative). Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party, including the nature of the claim and the amount of Damages claimed (to the extent known or estimated, which amount shall not be conclusive evidence of the final amount of such direct claim, along with copies of any material relevant documents). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. If the Indemnifying Party does not notify (which notice in the Indemnified Party case of the Equityholders shall be given to or by Seller or the Equityholders Representative) has timely, and in any event within thirty (30) days [***] following the receipt of a notice with respect to any such claim that the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Losses with respect to such claimnotice, such Losses shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall promptly pay to the Indemnified Party any and all Losses arising out of such claim. If the Indemnifying Party has timely disputed its indemnity obligation for any Losses Damages with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through such negotiations, such dispute shall be resolved by arbitration litigation in an appropriate court of jurisdiction determined pursuant to Section 9.0614.07.

Direct Claim Procedures. In the event an the Indemnified Party has should have a claim for indemnity under Section 7.02 9.02 against the Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to shall give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) 30 days following the receipt of a notice with respect to any such claim that the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Losses Damages with respect to such claim, such Losses Damages shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall promptly pay to the Indemnified Party any and all Losses arising out of such claimthe amount thereof. If the Indemnifying Party has timely disputed its indemnity obligation for any Losses Damages with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through such negotiations, such dispute shall be resolved by arbitration litigation in an appropriate court of jurisdiction determined pursuant to Section 9.0611.08.

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under Section 7.02 8.02 against the an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification and the amount of such Damages incurred or that such Indemnified Party reasonably estimates in good faith is likely to be incurred in connection with such claim (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. If The Indemnified Party shall reasonably cooperate with and assist the Indemnifying Party does not notify in determining the Indemnified Party within thirty (30) days following the receipt validity of a notice with respect to any such claim that for indemnity by the Indemnified Party. If the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Losses with respect to such claim, such Losses shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall promptly pay to the Indemnified Party any and all Losses arising out of such claim. If the Indemnifying Party has timely disputed its indemnity obligation for any Losses Damages with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through such negotiations, such dispute shall be resolved by arbitration litigation in an appropriate court of jurisdiction determined pursuant to Section 9.06.

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under Section 7.02 ‎Section 10.02 against the an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The Provided notice is given prior to the applicable survival date for such claim pursuant to ‎Section 10.02, the failure to so promptly notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) 30 days following the receipt of a notice with respect to any such claim that the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Losses Damages with respect to such claim, such Losses Damages shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall promptly pay to the Indemnified Party any and all Losses Damages arising out of such claim. If the Indemnifying Party has timely disputed its indemnity obligation for any Losses with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through such negotiations, such dispute shall be resolved by arbitration determined pursuant to Section 9.06.

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under Section 7.02 against the an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such The notice shall set forth in reasonable detail (i) that such Indemnified Party has paid, incurred or reasonably anticipates incurring Damages, for which such Indemnified Party is entitled to recovery under Section 7.02, (ii) a written statement describing the nature of the claim and the basis therefor, (iii) the amount of such Damages incurred or that such Indemnified Party reasonably estimates in good faith is likely to be incurred in connection with such claim and (iv) if applicable, the instructions for indemnification payment to such Indemnified Party (taking into account account, for purposes of the foregoing clauses, the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days following the receipt of a notice with respect to any such claim that the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Losses with respect to such claim, such Losses shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall promptly pay to the Indemnified Party any and all Losses arising out of such claim. If the Indemnifying Party has timely disputed its indemnity obligation for any Losses Damages with respect to such claim, the parties Parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through such negotiations, such dispute shall be resolved by arbitration litigation in an appropriate court of jurisdiction determined pursuant to Section 9.068.06.

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under Section 7.02 9.02 against the an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) 30 days following the receipt of a notice with respect to any such claim that the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Losses Damages with respect to such claim, such Losses Damages shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall promptly pay to the Indemnified Party any and all Losses Damages arising out of such claim. If the Indemnifying Party has timely disputed its indemnity obligation for any Losses Damages with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through such negotiations, such dispute shall be resolved by arbitration litigation in an appropriate court of jurisdiction determined pursuant to Section 9.0611.07.

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under Section ‎Section 7.02 against the an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification and the amount of such Damages incurred or that such Indemnified Party reasonably estimates in good faith is likely to be incurred in connection with such claim (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. If The Indemnified Party shall reasonably cooperate with and assist the Indemnifying Party does not notify in determining the Indemnified Party within thirty (30) days following the receipt validity of a notice with respect to any such claim that for indemnity by the Indemnified Party. If the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Losses with respect to such claim, such Losses shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall promptly pay to the Indemnified Party any and all Losses arising out of such claim. If the Indemnifying Party has timely disputed its indemnity obligation for any Losses Damages with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through such negotiations, such dispute shall be resolved by arbitration litigation in an appropriate court of jurisdiction determined pursuant to Section 9.06‎Section 8.06.

Direct Claim Procedures. In the event an Indemnified Party has any Indemnitee should have a claim for indemnity against an Indemnifying Party under Section 7.02 against the Indemnifying Party 6.2 or Section 6.3, as applicable, that does not involve a Third Party Claimclaim being asserted against or sought to be collected from such Indemnitee, the Indemnified Party agrees to give Indemnitee shall deliver notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure by any Indemnitee so to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunderfrom any liability that it may have to such Indemnitee under Section 6.2 or Section 6.3, as applicable, except to the extent such failure (and only to the extent) that the Indemnifying Party shall have been actually and materially and adversely prejudiced the Indemnifying Partyas a result of such failure. If the Indemnifying Party does not notify the Indemnified Party Indemnitee within thirty (30) days [* * *] following the its receipt of a such notice with respect to any such claim that the Indemnifying Party disputes its indemnity obligation Indemnifying Party’s liability to the Indemnified Party for any Losses with respect to such claimIndemnitee under Section 6.2 or Section 6.3, as applicable, such Losses claim specified by the Indemnitee in such notice shall be conclusively deemed a liability Loss of the Indemnifying Party under Section 6.2 or Section 6.3, as applicable, and the Indemnifying Party shall promptly pay the amount of such Loss to the Indemnified Party Indemnitee on demand or, in the case of any and all Losses arising out notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim. If the Indemnifying Party has timely disputed its indemnity obligation for any Losses with respect to claim (or such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through such negotiations, such dispute shall be resolved by arbitration determined pursuant to Section 9.06portion thereof) becomes finally determined.

Direct Claim Procedures. In the event If an Indemnified Party has a claim for indemnity under Section 7.02 9.02(a) or 9.02(b) against the an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) 30 days following the receipt of a notice with respect to any such claim that the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Losses Damages with respect to such claim, such Losses Damages shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall promptly pay to the Indemnified Party any and all Losses Damages arising out of such claim. If the Indemnifying Party has timely disputed its indemnity obligation for any Losses Damages with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through such negotiations, such dispute shall be resolved by arbitration litigation in an appropriate court of jurisdiction determined pursuant to Section 9.0611.07.

Direct Claim Procedures. In the event an Indemnified Party Indemnitee has a claim for indemnity under Section 7.02 8.1 or 8.2 against the Indemnifying Party Indemnitor that does not involve a Third Party Claim, the Indemnified Party Indemnitee agrees to give notice promptly deliver a Notice of Claim to Indemnitor. The Notice of Claim will specify, in writing of such claim reasonable detail, the facts known to the Indemnifying PartyIndemnitee regarding the claim. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available Subject to the Indemnified Party). The terms of this Agreement, the failure to so notify provide (or timely provide) a Notice of Claim will not affect the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunderIndemnitee’s rights to indemnification unless, except and then only to the extent that, such failure shall have actually materially and adversely prejudiced the Indemnifying PartyIndemnitor. If the Indemnifying Party Indemnitor does not notify the Indemnified Party Indemnitee within thirty (30) days following the receipt of a notice with respect to any such claim Notice of Claim that the Indemnifying Party Indemnitor disputes its indemnity obligation to the Indemnified Party for any Losses Indemnitee with respect to such claim, such Losses claim shall be conclusively deemed a liability of the Indemnifying Party Indemnitor and the Indemnifying Party Indemnitor shall promptly pay to the Indemnified Party Indemnitee any and all Losses damages arising out of such claim. If the Indemnifying Party Indemnitor has timely disputed its indemnity obligation for any Losses with respect to such claim, the parties Parties shall proceed in good faith to negotiate a resolution of resolve such dispute and, if not resolved through such negotiations, such dispute shall be resolved using negotiations or by arbitration determined pursuant to Section 9.06seeking any other remedy available under contract or applicable Laws.

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under Section 7.02 11.02 against the an Indemnifying Party that does not involve a Third Third-Party Claim, the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified PartyParty and, to the extent reasonably ascertainable, the amount of each item of Damages claimed thereby). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually actually, materially and adversely prejudiced the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days following the receipt of a notice with respect to any such claim that the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Losses with respect to such claim, such Losses shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall promptly pay to the Indemnified Party any and all Losses arising out of such claim. If the Indemnifying Party has timely disputed its indemnity obligation for any Losses Damages with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through such negotiations, such dispute shall be resolved by arbitration litigation in an appropriate court of jurisdiction determined pursuant to Section 9.0614.07. If the Indemnifying Party does not object in writing to such claim within 30 days after receipt of written notice from the Indemnified Party, such failure shall constitute an irrevocable acknowledgement by the Indemnifying Party that the Indemnified Party is entitled to the full amount of the claims for Damages set forth in such notice.

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under Section 7.02 10.02 against the an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall will set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall will not relieve the Indemnifying Party of its obligations hereunderunder this Agreement, except to the extent such failure shall will have actually materially and adversely prejudiced the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) 30 days following the receipt of a notice with respect to any such claim that the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Losses Damages with respect to such claim, such Losses the Indemnified Party shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall promptly pay free to pursue such remedies as may be available to the Indemnified Party any on the terms and all Losses arising out subject to the provisions of such claimthis Agreement. If the Indemnifying Party has timely disputed its indemnity obligation for any Losses Damages with respect to such claim, the parties shall Parties will proceed in good faith to negotiate a resolution of such dispute and, if not resolved through such negotiations, such dispute shall will be resolved by arbitration litigation in an appropriate court of jurisdiction determined pursuant to Section 9.0612.07.

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under Section 7.02 against the an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification and the amount claimed (taking into account the information then available to the Indemnified PartyParty and which amount shall not be conclusive of the final amount of the claim). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. If Party or the defenses or other rights available to the Indemnifying Party does not notify the Indemnified Party within thirty (30) days following the receipt of a notice with respect to any such claim that the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Losses with respect to such claim, such Losses shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall promptly pay to the Indemnified Party any and all Losses arising out of such claim. If the Indemnifying Party has timely disputed its indemnity obligation for any Losses with respect to such claim, the The parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through such negotiations, such dispute shall be resolved by arbitration litigation in an appropriate court of jurisdiction determined pursuant to Section 9.06; provided that if the Indemnifying Party does not respond within 30 days to the notice of such claim, the Indemnifying Party shall be deemed to have accepted the claim.

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under Section 7.02 8.02 against the Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days following the receipt of a notice with respect to any such claim that the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Losses Damages with respect to such claim, such Losses Damages shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall promptly pay to the Indemnified Party any and all Losses Damages arising out of such claim. If the Indemnifying Party has timely disputed its indemnity obligation for any Losses Damages with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through such negotiations, such dispute shall be resolved by arbitration determined pursuant to Section 9.0610.09.

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under Section 7.02 9.02 against the an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) 30 days following the receipt of a notice with respect to any such claim that the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Losses Damages with respect to such claim, such Losses Damages shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall promptly pay to the Indemnified Party any and all Losses Damages arising out of such claim. If the Indemnifying Party has timely disputed its indemnity obligation for any Losses Damages with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through such negotiations, such dispute shall be resolved by arbitration litigation in an appropriate court of jurisdiction determined pursuant to Section 9.0611.06.

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under Section 7.02 Article 8 against the an Indemnifying Party that does not involve a Third Party Claim (a “Direct Claim”), the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. The Indemnifying Party shall have 30 days after its receipt of such notice to respond in writing to such Direct Claim. During such 30-day period, the Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to each Company’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not notify the Indemnified Party so respond within thirty (30) days following the receipt of a notice with respect to any such claim that the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Losses with respect to such claim30 day period, such Losses shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall promptly pay be deemed to the Indemnified Party any and all Losses arising out of such claim. If the Indemnifying Party has timely disputed its indemnity obligation for any Losses with respect to have rejected such claim, in which case the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through such negotiations, such dispute shall be resolved by arbitration determined pursuant to Section 9.06.Indemnified Party

Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under Section 7.02 against the Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days following the receipt of a notice with respect to any such claim that the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Losses Damages with respect to such claim, such Losses Damages shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall promptly pay to the Indemnified Party any and all Losses Damages arising out of such claim. If the Indemnifying Party has timely disputed its indemnity obligation for any Losses Damages with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through such negotiations, such dispute shall be resolved by arbitration determined pursuant to Section 9.06.