Common use of Direct Claims Clause in Contracts

Direct Claims. Any Claim by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof, and in any event within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’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 (subject to the provisions of Section 5.18). If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim by an Indemnified Party for indemnification on account (i) Within a reasonable period of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereoftime, and but in any no event within greater than thirty (30) days, after the incurrence of any Loss by any Person entitled to indemnification pursuant to Section 8.2 (an “Indemnified Party”), including, any Claim by a third party described in Section 8.3(b), which could be reasonably expected to give rise to indemnification hereunder, the Indemnified Party shall deliver to the party from which indemnification is sought (the “Indemnifying Party”) a certificate (the “Indemnification Certificate”), which Indemnification Certificate shall (A) state that the Indemnified Party has paid or properly accrued a Loss or reasonably anticipates that it will incur a Loss for which such Indemnified Party is entitled to indemnification pursuant to this Agreement; (B) specify in reasonable detail each individual item of the Loss, the amount to which the Indemnified Party alleges it is entitled, or the fact that the Indemnified Party is not yet able to quantify the amount to which it is allegedly entitled, the date such item was paid or properly accrued, the basis for any anticipated liability and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related; and (C) be delivered to the Indemnifying Party. (ii) In the event that the Indemnifying Party objects to the indemnification of an Indemnified Party in respect of any claim or claims specified in any Indemnification Certificate, the Indemnifying Party shall, within twenty (20) days after receipt by the discovery Indemnifying Party of such Indemnification Certificate, deliver to the Indemnified Party Notice to such effect and the Indemnifying Party and the Indemnified Party shall, within the thirty (30) day period beginning on the date of receipt by the Indemnified Party of such objection, attempt in good faith to agree upon the circumstances giving rise rights of the respective parties with respect to such Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason each of such failure. Such notice by claims to which the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt so objected. If the Indemnified Party and the Indemnifying Party shall succeed in reaching agreement on their respective rights with respect to any of such notice to respond in writing to such Direct Claim. During such thirty (30) day periodclaims, the Indemnified Party shall allow and the Indemnifying Party shall promptly prepare and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect sign a memorandum setting forth such agreement (a “Memorandum of the Direct Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’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 (subject to the provisions of Section 5.18Agreement”). If the Indemnified Party and the Indemnifying Party does are unable to agree as to any particular item or items or amount or amounts, then the items and amount of indemnification to which an Indemnified Party may be entitled under this Article 8 shall be determined by the dispute resolution procedures provided for in Section 9.12. (iii) Claims for Losses specified in any Indemnification Certificate to which an Indemnifying Party shall not so respond object in writing within twenty (20) days of receipt of such thirty Indemnification Certificate, claims for Losses covered by a Memorandum of Agreement, claims for Losses the validity and amount of which have been otherwise determined as described in Section 8.3(a)(ii), and claims for Losses the validity and amount of which shall have been settled with the consent of the Indemnifying Party, as described in Section 8.3(b), are hereinafter referred to collectively, as “Agreed Claims.” Within ten (3010) day perioddays of the determination of the amount of any Agreed Claims, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available pay to the Indemnified Party on the terms and subject an amount equal to the provisions of this AgreementAgreed Claim by wire transfer in immediately available funds to the bank account or accounts designated by the Indemnified Party in a Notice to the Indemnifying Party delivered not less than two (2) days prior to such payment.

Direct Claims. Any Claim Action by an Indemnified Party for indemnification on account of a Loss which that does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereofthereof as promptly as reasonably practicable, and but in any event within not later than thirty (30) days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, obligations except and only to the extent that such failure causes the Indemnifying Party forfeits to forfeit rights or defenses by reason of such failuredefenses. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof thereof, and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives 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, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access access, upon reasonable advance notice and upon reasonable terms and conditions, to the Indemnified Party’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 (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) day 30)-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim action by an Indemnified Party for indemnification on account of a Loss any Losses which does do not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and but in any event within thirty not later than sixty (3060) days after the discovery by the Indemnified Party becomes aware of such Direct Claim; provided that the circumstances giving rise to such Claim. The failure to give provide such prompt written notice shall not, however, relieve not release the Indemnifying Party from any of its indemnification obligations, obligations under this Article VII except and only to the extent that the Indemnifying Party forfeits rights or defenses is actually prejudiced by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence the basis thereof and shall indicate set forth the estimated amount, if reasonably practicableobtainable and quantifiable, of the Loss Losses that has have been or may be sustained suffered by the Indemnified PartyParty (the “Losses Estimate”). The Indemnifying Party shall have thirty (30) days after its the receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’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 (subject to the provisions of Section 5.18). If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected accepted such claim, in which case the Indemnifying Party shall be obligated to pay the Indemnified Party for such Direct Claim. If the Indemnifying Party contests the payment of the Losses Estimate, then the Indemnifying Party and the Indemnified Party shall use good faith efforts to arrive at a mutually acceptable resolution of such dispute within the next thirty (30) days. If a mutually acceptable resolution cannot be free reached between the Indemnifying Party and the Indemnified Party within such 30-day period, then the applicable Person shall thereupon be entitled to pursue such remedies as may be available to it under this Agreement. Upon a reasonable request by the Indemnifying Party, each Indemnified Party on seeking indemnification hereunder in respect of any Direct Claim hereby agrees to consult with the terms Indemnifying Party and subject use commercially reasonable efforts to take actions reasonably requested by the provisions Indemnifying Party in order to attempt to reduce the amount of this AgreementLosses in respect of such Direct Claim; provided, that any costs, expenses or fees incurred in connection therewith shall be deemed to be Losses.

Direct Claims. Any Claim Proceeding initiated by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and but in any event within not later than thirty (30) days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives 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, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’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 (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) day 30)-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim Action by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and but in any event within not later than thirty (30) calendar days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) calendar days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives 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, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified PartyCompany’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 (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) calendar day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim Action by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and but in any event within not later than thirty (30) days Business Days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days Business Days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives 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, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Partyapplicable Acquired 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 (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) day Business Days period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim claim by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof, and in any event within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) 30 days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) -day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives 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, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified PartyCompany’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 (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) -day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. (i) Any Claim by an Indemnified Party claim for indemnification on account of a Loss Adverse Consequences which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by written notice from the Indemnified Party giving to the Indemnifying Party prompt written notice thereof, as soon as reasonably practicable (and in any event within thirty (30) days days) after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such prompt written , which notice shall notinclude a reasonable description of the basis for the Direct Claim; provided, however, relieve that any failure on the part of an Indemnified Party to so notify an Indemnifying Party shall not limit any of the obligations of the Indemnifying Party of its indemnification obligationsunder this ARTICLE 6 (except to the extent, except and only to the extent that extent, such failure materially prejudices the Indemnifying Party forfeits rights or defenses by reason defense of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Partyproceeding). The Indemnifying Party shall have thirty fifteen (3015) days after its receipt of such notice to respond in writing to such a Direct Claim. During such thirty (30) day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’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 (subject to the provisions of Section 5.18). If the Indemnifying Party does not so respond within such thirty (30) fifteen-day period, the Indemnifying Party shall be deemed to have rejected accepted such claim, in which case the Indemnified Party shall be free to pursue with payment due on such remedies as may be available claim pursuant to the Indemnified terms of Section 6.6(b)(ii). (ii) Once Adverse Consequences are agreed to by the Indemnifying Party on (including deemed acceptance pursuant to Section 6.6(b)(i)) or finally adjudicated to be payable in accordance with the terms and subject to the provisions of this Agreement, the Indemnifying Party shall satisfy its obligations within five (5) Business Days of such agreement or final, non- appealable adjudication by wire transfer of immediately available funds; provided, however, that to the extent that funds remain available from the Escrow Amount under the Escrow Agreement, any amounts payable to the Buyer Indemnitees shall be paid by release of cash from the Escrow Amount pursuant to a joint written instruction provided by Buyer and Seller to the Escrow Agent under the terms of the Escrow Agreement.

Direct Claims. Any Claim claim by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (a “"Direct Claim”") shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof, and in any event within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty thirty-day (30) day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives 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 . The Indemnified Party shall assist the Indemnifying Party’s 's investigation by giving such reasonable information and assistance (including access to the Indemnified Party’s '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 (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty thirty-day (30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim by an Indemnified Party If any claim for indemnification on account of hereunder involves a Loss which does not result from matter other than a Third Third-Party Claim (a “Direct Claim”) shall be asserted by ), the Indemnified Party giving shall promptly deliver a Claim Notice to an Indemnifying Party requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses. The failure by any Indemnified Party to notify the Indemnifying Party prompt written notice thereof, and in any event within thirty promptly (30) days after so long as a valid Claims Notice is given before the discovery by the Indemnified Party expiration of the circumstances giving rise to such Claim. The failure to give such prompt written notice applicable period set forth in Section 11.1) shall not, however, not relieve the Indemnifying Party of its indemnification obligationsfrom any liability that it may have to such Indemnified Party under Section 11.2, except and only to the extent that the Indemnifying Party forfeits rights or defenses has been materially prejudiced by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) 30 days after its receipt of such notice to respond in writing object to such Direct Claim. During Claim by delivery of a written notice of such thirty (30) day period, objection to the Indemnified Party specifying in reasonable detail the basis for such objection. No action shall allow be taken in respect of such Direct Claim by the Indemnified Party until the expiration of such 30-day response period; provided, however, that this limitation shall not apply to any action by the Indemnified Party seeking an injunction, a permanent or temporary restraining order or any other form of equitable relief. Failure to timely so object shall constitute a final and binding acceptance of the Direct Claim by the Indemnifying Party. If an objection is timely interposed by the Indemnifying Party, then the Indemnified Party and the Indemnifying Party shall negotiate in good faith for a period of 30 days from the date the Indemnified Party receives such objection (the “Negotiation Period”). After the Negotiation Period, if the Indemnifying Party and its Representatives to investigate the matter or circumstance alleged to give rise to Indemnified Party still cannot agree on the resolution of a 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 reasonable information and assistance (including access to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or records) as either the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18). If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue may submit the dispute concerning such remedies Direct Claim for judicial resolution as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreementprovided in Section 13.10.

Direct Claims. Any Claim Action by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and but in any event within not later than thirty (30) days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives 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, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified PartyCompany’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 (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) -day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim claim by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof, and in any event within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) 60 days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) 60-day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives 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, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified PartyMarigold’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 (request, provided that under no circumstances shall Indemnifying Parties have any right to receive, be granted access to, or otherwise be granted rights as to any communications, files, documents, records or accounts that, in the sole discretion of the Indemnified Parties, may be subject to the provisions of Section 5.18)attorney-client or other legal privileges. If the Indemnifying Party does not so respond within such thirty (30) 60-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim claim by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and in any event within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party loses or forfeits rights or defenses by reason of such failurefailure or is otherwise materially prejudiced by such delay. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detaildetail and, to the extent reasonably available, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if to the extent reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) 30 days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) -day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives 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, Claim and the Indemnified Party shall reasonably assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including reasonable access to the Indemnified Party’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 (in writing, so long as such access does not violate Applicable Law or any confidentiality obligations of the Indemnified Party and subject to maintaining any applicable privileges. All such access shall be granted during normal business hours and shall be granted under conditions which shall not unreasonably interfere with the provisions business and operations of Section 5.18)the such Indemnified Party. If the Indemnifying Party does not so respond within such thirty (30) -day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim Action by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (a “"Direct Claim”") shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and but in any event within not later than thirty (30) days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its such Indemnifying Party's indemnification obligations, except and only to the extent that the such Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the such Indemnified Party. The Indemnifying Party shall have thirty fifteen (3015) days after its such Indemnifying Party's receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives such Indemnifying Party's 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, Claim and the Indemnified Party shall assist the Indemnifying Party’s 's investigation by giving such reasonable information and assistance (including reasonable access to the Indemnified Party’s Seller's premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its such Indemnifying Party's professional advisors may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) 15-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim by In any case in which an Indemnified Party for seeks indemnification on account of a Loss hereunder which does is not result from a Third Party Claim subject to Section 9.2 because no Third-party Action is involved (a “Direct Claim”) shall be asserted by ), the Indemnified Party giving shall notify the Indemnifying Party prompt written notice thereofin writing of any Indemnified Costs which such Indemnified Party claims are subject to indemnification under the terms hereof. Subject to the limitations set forth in Section 9.4(a), and in any event within thirty (30) days after the discovery by failure of the Indemnified Party to exercise promptness in such notification shall not amount to a waiver of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except claim unless and only to the extent that the resulting delay materially and adversely prejudices the position of the Indemnifying Party forfeits rights or defenses by reason of with respect to such failureclaim. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss Indemnified Costs that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) 30 days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives 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, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’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 (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) -day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim claim by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof, and in any event within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day 30)-day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives 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, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified PartyCompany’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 (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) day 30)-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim claim by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof, and in any event within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) 30 days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) -day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives 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, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified PartyCompany’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 (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) -day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim Action by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and but in any event within not later than thirty (30) days after the discovery by the Indemnified Party has actual knowledge of the circumstances giving rise to such Direct Claim. The failure of the Indemnified Party to give such reasonably prompt written notice of any Direct Claim shall notnot release, however, relieve waive or otherwise affect the Indemnifying Party of its indemnification obligationsParty’s obligations with respect thereto unless, except and only to the extent extent, that the Indemnifying Party forfeits rights or defenses by reason can demonstrate actual material loss and material prejudice as a result of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives 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, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified PartyCompany’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 (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected acknowledged and agreed to pay such claim in full and to have waived any right to dispute such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim Action by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and but in any event within not later than thirty (30) days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failurefailure or is otherwise materially prejudiced. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives 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, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified PartyCompany’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 (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim by an Indemnified Party for indemnification on account In the event of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by , the Indemnified Party giving the Indemnifying Party prompt written notice thereof, and in any event within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after following its receipt of the relevant Claim Notice (or if the amount of the Claim was not determined at the time of the Claim Notice, the date on which amount of the Claim has been notified by the Indemnified Party) (the "Direct Claim Review Period") to make such notice investigation of the Claim as reasonably necessary to respond in writing to such Direct determine the validity of the Claim. During For the purpose of such thirty (30) day periodinvestigation, the Indemnified Party shall allow make available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate the Claim. If the Indemnified Party and its Representatives to investigate the matter Indemnifying Party agree at or circumstance alleged to give rise prior to the expiration of the Direct Claim Review Period (or any mutually agreed upon extension thereof) to the validity and amount of the claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim, in the event that only part of the amount of the Claim is in dispute, the Indemnifying Party shall immediately pay the full amount which is not in dispute. If the Indemnified Party and whether and the Indemnifying Party do not reach agreement on or prior to what extent any amount is payable the date of the expiration of the Direct Claim Review Period or if the Indemnifying Party notifies the Indemnified Party during the Direct Claim Review Period that it disputes its liability to the Indemnified Party in respect of the Direct underlying Claim, and setting forth the reasons for such objection, the Indemnified Party shall assist have one hundred eighty (180) days after the first to occur of (x) the expiration of the Direct Claim Review Period, and (y) the date it receives any such notification from the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access , to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or records) as commence arbitration proceedings against the Indemnifying Party or any as provided by Section 8.7 of its professional advisors may reasonably request (subject to the provisions of Section 5.18)this Agreement. If the Indemnifying Indemnified Party does not fails for any reason (other than impossibility at law) to so respond commence arbitration proceedings within such thirty one hundred eighty (30180) day period, such Direct Claim will be barred and the Indemnifying Indemnified Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free irrevocably waived its rights to pursue such remedies as may be available to any other claim against the Indemnified Indemnifying Party based on the terms and subject to the provisions of this Agreementsame facts, events or circumstances.

Direct Claims. Any Claim by The obligations and liabilities of an Indemnified Indemnifying Party for indemnification on account with respect to Losses that are not the result of a Loss which does not result from a Third Party Claim (each, a “Direct Claim”) shall be asserted by subject to the following terms and conditions: (i) the Indemnified Party giving the Indemnifying Party prompt written notice thereofmust promptly, and but in any event within thirty fifteen (3015) days after the discovery by the date upon which any Indemnified Party becomes aware of the circumstances giving rise to such a Direct Claim. The failure to give such prompt written notice shall not, however, relieve notify in writing the Indemnifying Party that is or may be required to provide indemnification hereunder with respect to such Direct Claim, and such notification shall state in reasonable detail, the nature and basis of its indemnification obligationssuch Direct Claim, except and only the amount hereof to the extent known; provided that any delay or failure in giving such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party forfeits rights or defenses by reason shall have been prejudiced as a result of such failure. Such notice notification shall be accompanied by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof notices and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by relevant documents in the Indemnified Party. ’s possession related thereto. (ii) The Indemnifying Party shall have thirty sixty (3060) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty sixty (30) day 60)-day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives 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, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified PartyCompany’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 (subject to the provisions of Section 5.18)request. If the Indemnifying Party does Parties dispute the fact that any indemnification obligations exist with respect to such Direct Claim, then the Indemnified Parties will have twenty (20) days to respond in a written statement to the objection of the Indemnifying Parties. If after such twenty (20) day period there remains a dispute as to any such claim, then the Indemnified Parties and the Indemnifying Parties will attempt for a period not to exceed twenty (20) additional days to agree upon the rights of the respective parties with respect to such claim. If the parties should so respond agree, a settlement agreement will be promptly prepared and signed by the Indemnified Parties and the Indemnifying Parties. If the parties do not agree within such thirty additional twenty (3020) day period, or do so agree but do not enter into a settlement agreement within twenty (20) days following the end of such twenty (20) day period, then either the Indemnified Parties or the Indemnifying Party shall be deemed Parties may elect to have rejected resolve such claim, in which case the Indemnified Party shall be free dispute by any remedy available that is not contrary to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim by If an Indemnified Party incurs Losses for which it is entitled to indemnification on account under this Section 7, other than as a result of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by , then the Indemnified Party giving Representative may deliver written notice of its claim for such indemnification to the Indemnifying Party prompt written notice thereofRepresentative describing its claim for indemnification with reasonable specificity and setting forth, and in any event to the extent known, an estimated amount of Losses. If, within thirty (30) days after following its receipt of the discovery by notice described above, the Indemnifying Party Representative delivers written notice to the Indemnified Party Representative disputing the amount (or any portion thereof) of the circumstances giving rise Losses claimed by such Indemnified Party or that such Indemnified Party is entitled to such Claim. The failure to give such prompt written notice shall not, however, relieve indemnification and the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, Representative and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving Representative are not able to resolve such reasonable information and assistance (including access to the Indemnified Party’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 (subject to the provisions of Section 5.18). If the Indemnifying Party does not so respond matter within such thirty (30) day 30)-day period, then the Indemnified Party Representative shall be entitled to submit such indemnification claim to any court or authority of competent jurisdiction described in Section 9(h), which claim shall be adjudicated in accordance with the limitations set forth in this Section 7. With respect to any amount (or portion thereof) of Losses claimed by such Indemnified Party that has not been disputed by the Indemnifying Party Representative within such thirty (30)-day period in accordance with the foregoing, such amount (or portion thereof) shall for all purposes under this Agreement conclusively be deemed to have rejected such claimbe indemnifiable Losses and the applicable Indemnifying Party(ies) shall be liable therefor (it being understood and agreed that, in which case accordance with the Indemnified Party shall be free to pursue above, such remedies as amount (or portion thereof) may be available to not constitute all indemnifiable Losses that may arise from the Indemnified Party on the terms and subject to the provisions of this Agreementapplicable matter in question).

Direct Claims. Any Claim Action by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and but in any event within not later than thirty (30) days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failurefailure or is otherwise materially prejudiced thereby. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives 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, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or recordsrecords during normal business hours and in a manner that would not be reasonably expected to interfere with the Indemnified Party’s business operations) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) day 30)-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim Action by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (a “"Direct Claim”") shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and but in any event within not later than thirty (30) days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its such Indemnifying Party's indemnification obligations, except and only to the extent that the such Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the such Indemnified Party. The Indemnifying Party shall have thirty fifteen (3015) days after its such Indemnifying Party's receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives such Indemnifying Party's 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, Claim and the Indemnified Party shall assist the Indemnifying Party’s 's investigation by giving such reasonable information and assistance (including reasonable access to the Indemnified Party’s respective premises and personnel of Mission US, Mission UK and Mission Ltd and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its such Indemnifying Party's professional advisors may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) 15-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim action by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and but in any event within thirty (30) not later than 30 days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that such failure has a prejudicial effect on the defense or other rights available to the Indemnifying Party forfeits rights or defenses by reason of such failureParty. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and thereof, shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party, shall set forth the basis thereof and the provisions of this Agreement upon which claim for indemnification is made, and, to the extent practicable, shall include any other material details pertaining thereto. The Indemnifying Party shall have thirty (30) 30 days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives 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, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified PartyCompany’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 (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) -day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim by an (a) For purposes of this Article IX, (i) if Parent (or any other Parent Indemnified Party) comprises the Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”as defined below), any references to Indemnitor (as defined below) (except provisions relating to an obligation to make payments) shall be asserted by deemed to refer to the Indemnified Party giving the Indemnifying Party prompt written notice thereofRepresentative, and in (ii) if Parent comprises the Indemnitor, any event within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access references to the Indemnified Party’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 (subject to the provisions of Section 5.18). If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case refer to the Representative. Any payment received by the Representative as the Indemnified Party shall be free distributed to pursue the Stockholders in accordance with this Agreement. The parties hereto acknowledge and agree that the Representative is a party to this Agreement solely to perform certain administrative functions in connection with the consummation of the transactions contemplated hereby. Accordingly, the parties hereto acknowledge and agree that the Representative shall have no liability to, and shall not be liable for any Losses of, any party hereto or to any Parent Indemnified Party in connection with any obligations of the Representative under this Agreement or otherwise in respect of this Agreement or the transactions contemplated hereby. (b) Other than with respect to a Third Person Claim, any party hereto seeking indemnification hereunder (the “Indemnified Party”) shall deliver to the party obligated to provide indemnification to such remedies as may Indemnified Party (the “Indemnitor”) a notice (a “Claim Notice”), which shall be available to delivered promptly after the Indemnified Party on acquires actual knowledge of the terms basis for a claim of indemnification hereunder and subject which shall describe in reasonable detail the facts giving rise to such claim, and shall include in such Claim Notice (if then known) the amount, or the method of computation of the amount, of such claim and a reference to the provisions provision of this AgreementAgreement or any other agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based; provided, however, that the failure or delay of the Indemnified Party to provide a Claim Notice promptly to the Indemnitor shall not relieve the Indemnitor of its obligations hereunder except to the extent the Indemnitor shall have been materially and actually prejudiced by such failure. (c) After the timely delivery of any Claim Notice pursuant to Section 9.4(b), the amount of indemnification to which an Indemnified Party shall be entitled under this Article IX shall be determined (i) by the written agreement between the Indemnified Party and the Indemnitor, (ii) by a final judgment or decree of any court of competent jurisdiction or (iii) by any other means to which the Indemnified Party and the Indemnitor shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnified Party shall have the burden of proof in establishing the amount of Losses suffered by it.

Direct Claims. Any Claim Action by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and but in any event within not later than thirty (30) days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives 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, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’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 (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim claim by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof, and in any event within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day-day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives 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, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified PartyCompany’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 (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) day 30)-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim by an Indemnified Party Whenever any claim shall arise for indemnification on account of a Loss which does hereunder not result arising from a Third Party Claim Action (a “Direct Claim”), the party or parties entitled to indemnification (the “Indemnified Party”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt promptly provide written notice thereofof such Direct Claim (a “Direct Claim Notice”) and the amount of such claim to the extent known (the “Claimed Amount”) to the Party against whom such indemnification is sought (the “Indemnifying Party”) (but notwithstanding anything herein to the contrary, and in any event within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving rise to discovering such Claim. The failure to give such prompt written notice shall notindemnifiable claim); provided, however, relieve that the failure to promptly provide a Direct Claim Notice shall not affect the indemnification obligations of an Indemnifying Party of its indemnification obligationsunder this Agreement, except and only to the extent that the such Indemnifying Party forfeits rights or defenses is materially prejudiced by reason of such failure. Such notice by With respect to a Direct Claim, the Indemnified Party Direct Claim Notice shall describe the Direct Claim in reasonable detaildetail based on the facts then known and the provisions of this Agreement upon which such claim is based. Within thirty days after receipt of a Direct Claim Notice, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty will deliver a response in which it will: (30i) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, agree that the Indemnified Party shall allow is entitled to receive all of the Claimed Amount, (ii) agree that the Indemnified Party is entitled to receive an agreed amount that is less than the Claimed Amount, or (iii) dispute that the Indemnified Party is entitled to receive all of the Claimed Amount. If no response is delivered by the Indemnifying Party and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’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 (subject to the provisions of Section 5.18). If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected agreed that all of the Claimed Amount is owed to the Indemnified Party. Acceptance by the Indemnified Party of partial payment of any Claimed Amount shall be without prejudice to the Indemnified Party’s right to claim the balance of any such claimClaimed Amount in accordance with the terms of this Agreement. Any dispute over any Direct Claim Notice or all or any portion of a Claimed Amount (“Disputed Amounts”) will be resolved in accordance with Section 10.08. For purposes of investigating any Direct Claim, in which case the Indemnified Party shall be free to pursue such remedies as may be make available to the Indemnifying Party the information relied upon by the Indemnified Party on to substantiate the terms and subject Direct Claim, together with such other information as the Indemnifying Party may reasonably request, including (to the provisions of this Agreementextent applicable) reasonable access to any physical premises owned or leased by, equipment or other tangible property owned or leased by the Indemnified Party that is the subject of, or otherwise relevant to, the Direct Claim.

Direct Claims. Any Claim Action by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and in any event within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that rights or defenses are forfeited by, or are unavailable to, the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives 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, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’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 (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such claim. If an Indemnifying Party delivers to the Indemnified Party a timely response notice, in which case or if the Indemnifying Party is otherwise deemed to have rejected such claim, then the Indemnifying Party and the Indemnified Party shall be free meet as promptly as practicable to pursue such remedies as may be available attempt to resolve the dispute. If the Indemnifying Party and the Indemnified Party on are unable to resolve the terms and subject dispute within twenty (20) days thereafter, then such parties may pursue all available legal remedies to the provisions of enforce their rights under this AgreementARTICLE VII.

Direct Claims. Any Claim by (a) Except as otherwise provided herein, in order for an Indemnified Party to make a proper claim for indemnification on account of hereunder, such Indemnified Party must, within the relevant limitation period provided for in Section 7.1(c) (if any), give to the Indemnitor a Loss which does not result from a Third Party Claim notice (any such notification, a “Direct Claim Notice”) describing in reasonable detail any claim for indemnification hereunder and the facts giving rise to such claim. The Indemnified Party shall include in such Claim Notice the amount or the method of computation of the amount of such claim (to the extent then known), and a reference to the provision or provisions hereof pursuant to which such claim is made, including, if applicable, the representation, warranty, or obligation with respect to which such claim is being made or other basis for such claim; except that the failure to specify such information in such Claim Notice will in no way limit the amount of Losses to which an Indemnified Party is entitled to indemnification hereunder in respect of such claim. (b) If, after receiving a Claim Notice, the Indemnitor objects to the indemnification of an Indemnified Party in respect of any claim specified therein (any such claim to which an Indemnitor objects, an “Objected Claim”) shall be asserted by ), then, in order to validly object to any such Objected Claim, the Indemnitor must, within 15 days after receiving such Claim Notice, deliver to the Indemnified Party giving the Indemnifying Party prompt a written notice thereofto such effect (specifying the Objected Claim and the basis for the Indemnitor’s objection to the Objected Claim), and in any event within thirty (the Indemnitor and the Indemnified Party shall, during the 30) days after -day period beginning on the discovery date of receipt by the Indemnified Party of such objection, attempt in good faith to agree upon the circumstances giving rise rights of the respective parties with respect to each such Objected Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by If the Indemnified Party shall describe and the Direct Claim Indemnitor succeed in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt reaching agreement on their respective rights with respect to any of such notice to respond in writing to such Direct Claim. During such thirty (30) day periodObjected Claims, then the Indemnified Party shall allow the Indemnifying Party and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party Indemnitor shall assist the Indemnifying Party’s investigation by giving promptly prepare and sign a memorandum setting forth such reasonable information and assistance agreement (including access to the Indemnified Party’s premises and personnel and the right to examine and copy any accountssuch memorandum, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18an “Agreed Claim Memorandum”). If the Indemnifying Indemnified Party does not so respond within such thirty (30) day periodand the Indemnitor are unable to agree as to any particular Objected Claim, the Indemnifying Party shall be deemed to have rejected such claim, in which case then the Indemnified Party shall will thereby be free permitted to pursue submit such remedies as may be available dispute to the Indemnified Party on the terms and a court of competent jurisdiction (subject to Section 8.7). The party that receives a final judgment in such dispute will be indemnified and held harmless for all reasonable court costs, and attorneys’ and consultants’ fees or expenses, incurred by the other party. (c) Notwithstanding the foregoing provisions of this AgreementSection 7.4, this Section 7.4 does not apply with respect to a claim made by a Person that is not a Buyer Indemnified Party or a Seller Indemnified Party (any such Person, a “Third-Party Claimant”) against an Indemnified Party, which claims are governed by Section 7.5, and does not apply with respect to any claims to which Article 6 applies.

Direct Claims. Any Claim Action by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and in any event within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, amount of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) 20 calendar days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives 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, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Partyan Acquired 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 (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) 20 calendar day period, the Indemnifying Party shall be deemed to have rejected accepted such claim. If the Indemnifying Party rejects such claim, it shall, within such 20 calendar day period, notify the Indemnified Party in which case writing of its rejection, specifying with particularity the factual or legal basis therefor. If a notice of rejection shall be duly delivered, the Indemnified Party and the Indemnifying Party shall negotiate in good faith and use their reasonable best efforts to resolve the claim. If the Indemnified Party and the Indemnifying Party are unable to reach such agreement within ten calendar days after receipt by Indemnified Party of the rejection notice, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim claim by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party by giving the Indemnifying Party prompt written notice thereof, and in any event within thirty thereof (30) days after the discovery by the Indemnified Party of the circumstances giving rise to such Claim“Direct Claim Notice”). The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification and reimbursement obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses is materially prejudiced by reason of such failure. Such notice by the Indemnified Party Direct Claim Notice shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence notices received in respect thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice the Direct Claim Notice (the “Objection Period”) to respond in writing object to such Direct Claim. During such thirty (30) day period, the indemnification of the Indemnified Party shall allow the Indemnifying Party and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of any claim or claims specified in the Direct Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’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 (subject to the provisions of Section 5.18)Claim Notice. If the Indemnifying Party does not so respond within such thirty (30) day periodobjects to any claim or claims contained in the Direct Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a notice (the “Objection Notice”), specifying in reasonable detail the basis for such objection. The Indemnifying Party and the Indemnified Party shall, within the 30 days after the date of receipt by the Indemnified Party of the Objection Notice, attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims to which the Indemnifying Party shall have objected. Should the Indemnified Party and the Indemnifying Party be deemed unable to have rejected agree as to any particular item(s) or amounts(s) within such claimtime period, in which case then the Indemnified Party shall be free permitted to pursue any remedies it may have with respect to such remedies Direct Claim in accordance with Section 6.8. Claims for (A) Losses specified in any Direct Claim Notice to which the Indemnifying Party does not object in writing within the Objection Period, (B) Losses with respect to which the Indemnifying Party and the Indemnified Party have been agreed in writing in accordance with this Section 6.2(e)(iii), (C) Losses the validity and amount of which have be finally determined by arbitration in accordance with Section 6.8 or (D) Losses which are otherwise settled with the consent of the Indemnified Party as may be available described in Section 6.2(e)(ii) are, in each case, hereinafter referred to, collectively, as “Agreed Claims”. Within five (5) Business Days of the determination of the amount of any Agreed Claim, subject to the limitations set forth herein, the Indemnifying Party shall pay to the Indemnified Party on the terms and subject an amount equal to the provisions Agreed Claim by wire transfer of this Agreementimmediately available funds to the bank account or accounts designated by the Indemnified Party.

Direct Claims. Any Claim Action by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and but in any event within not later than thirty (30) days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failurefailure or is materially prejudiced thereby. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives 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, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’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 (subject to the provisions of Section 5.18)in writing. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim by In the event an Indemnified Party for indemnification on account of claims a Loss which does not result from right to payment pursuant to a this Agreement, other than pursuant to a Third Party Claim (a “Direct Claim”) shall be asserted by the in accordance with Section 8.6(A), such Indemnified Party giving will send prompt written notice of such claim to the appropriate Indemnifying Party. The failure by any Indemnified Party so to notify the Indemnifying Party prompt written notice thereof, and in any event within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall not, however, will not relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that of any actual prejudice suffered by the Indemnifying Party forfeits rights or defenses by reason as a direct result of such failure. Such notice by the The Indemnified Party shall must describe the Direct Claim claim in reasonable detail, shall include copies of all material written evidence thereof detail and shall indicate the estimated amount, if reasonably practicabledeterminable, of the Loss that has been or may be sustained by the Indemnified Party. The In the event the Indemnifying Party shall have thirty (30) does not notify the Indemnified Party within 30 days after following its receipt of such notice that the Indemnifying Party disputes its Liability to respond in writing to such Direct Claim. During such thirty (30) day period, the Indemnified Party shall allow under this Article VIII or the Indemnifying Party and its Representatives to investigate amount thereof, 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 claim specified by the Indemnified Party shall assist the Indemnifying Party’s investigation by giving in such reasonable information and assistance (including access to the Indemnified Party’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 notice will be (subject to the provisions limitations provided in this Article VIII) conclusively deemed a Buyer Loss or Seller Loss (as the case may be) of Section 5.18)the Indemnifying Party under this Article VIII, and the Indemnifying Party will (subject to the limitations provided in this Article VIII,) pay the amount of such Buyer Loss or Seller Loss (as the case may be) to the Indemnified Party owed pursuant to this Article VIII to the Indemnified Party on demand or, in the case of any notice in which the amount of Buyer Loss or Seller Loss (as the case may be) (or any portion of the claim) is estimated, on such later date when the amount of such Buyer Loss or Seller Loss (as the case may be) to the Indemnified Party owed pursuant to this Article VIII becomes finally determined. If the Indemnifying Party does not so respond has timely disputed its liability with respect to such Buyer Loss or Seller Loss (as the case may be) or the amount thereof as provided above, as promptly as possible, such Indemnified Party and the appropriate Indemnifying Party will establish the merits and amount of such claim (by mutual agreement, litigation, arbitration or otherwise) and, within five (5) Business Days following the final non-appealable determination of the merits and amount of such thirty (30) day periodclaim, the Indemnifying Party shall be deemed will pay (subject to have rejected such claim, the limitations provided in which case the Indemnified Party shall be free to pursue such remedies as may be available this Article VIII) to the Indemnified Party on in immediately available funds an amount equal to the portion of such claim that is determined to be owed pursuant to the Indemnified Party to the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim claim by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof, and in any event within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses or is otherwise prejudiced by reason of such failure. Such notice by the Indemnified Party shall shall, to the extent practicable, describe the Direct Claim in reasonable specific detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, amount of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) 30 days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) -day period, the Indemnified Party shall reasonably cooperate to allow the Indemnifying Party and its Representatives 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 reasonable information and assistance (including access to the Indemnified PartyCompany’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 request. (subject to the provisions of Section 5.18). i) If the Indemnifying Party does not so respond within notify the Indemnified Party during such thirty 30-day period following its receipt of such notice (30the “Direct Claim Dispute Period”) day periodthat the Indemnifying Party disputes its liability to the Indemnified Party under this Article VII, or the amount thereof, the claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability of the Indemnifying Party under this Article VII, and the Indemnifying Party shall be deemed to have rejected pay the amount of such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available loss to the Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion of the claim) is estimated, on such later date when the amount of such claim (or such portion of such claim) becomes finally determined. If the Indemnifying Party disputes its liability for a Direct Claim, it shall tender written notice of its dispute of Direct Claim (the “Direct Claim Dispute Notice”) to the Indemnified Party within the Direct Claim Dispute Period. The parties shall meet within fifteen (15) Business Days of the date of tender of the Direct Claim Dispute Notice in an attempt to resolve liability for the Direct Claim. (ii) If the parties are unable to amicably resolve any dispute regarding a Direct Claim within fifteen (15) Business Days following their initial meeting after tender of the Direct Claim Dispute Notice then the disputed matters shall be submitted for resolution to an arbitrator (the “Arbitrator”) as may be mutually acceptable to Indemnifying Party and Indemnified Party. The Arbitrator shall consider the disputed matters and issue a written determination with respect to the disputed matters, which shall be final and binding on the parties. The parties shall cooperate reasonably with each other and each other’s representatives to enable the Arbitrator to render a decision as promptly as possible. The fees and disbursements of the Arbitrator shall be borne by the non-prevailing party. Any arbitration under this Agreement shall be administered in accordance with the provisions the Commercial Arbitration Rules of the American Arbitration Association. All proceedings shall be held in Fort Lauderdale, Florida. For the purpose of clarity, the role of the Arbitrator shall be to resolve whether the party seeking indemnification is entitled to same under the terms and subject to the provisions of this Agreement, and not to determine the extent of the liability of the Indemnifying Party to the Indemnified Party.

Direct Claims. Any Claim claim by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and thereof in any event within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving rise to such Claima Claim Certificate. The failure to give provide such prompt written notice Claim Certificate shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failurefailure or is materially prejudiced thereby. Such notice by In the event that the Indemnifying Party objects to the indemnification of an Indemnified Party shall describe in respect of any claim or claims specified in any Claim Certificate, the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have shall, within thirty (30) days after its receipt by the Indemnifying Party of such Claim Certificate, deliver to the Indemnified Party a notice to respond such effect, specifying in writing reasonable detail the basis for such objection, and the Indemnifying Party and the Indemnified Party shall, within the sixty (60) day period beginning on the date of receipt by the Indemnified Party of such objection, attempt in good faith to agree upon the rights of the respective parties with respect to each of such Direct Claimclaims to which the Indemnifying Party shall have so objected. During such thirty sixty (3060) day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’s premises and personnel and the right to examine and a copy of any accounts, documents or records) as the Indemnifying Party or any of its professional advisors Representatives may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnified Party and the Indemnifying Party does not so respond shall succeed in reaching agreement on their respective rights with respect to any of such claims, the Indemnified Party and the Indemnifying Party shall promptly prepare and sign a memorandum setting forth such agreement. Should the Indemnified Party and the Indemnifying Party be unable to agree as to any particular item or items or amount or amounts within such thirty time period, then the Indemnified Party shall be permitted to submit such dispute to the courts set forth in Section 10.08. Claims for Losses (30i) day periodspecified in any Claim Certificate to which an Indemnifying Party claims for Losses covered by a memorandum of agreement of the nature described above and (ii) the validity and amount of which have been the subject of judicial determination as described above and in Section 10.08 or shall have been settled with the consent of the Indemnified Party, as described in Section 7.05(b) are hereinafter referred to, collectively, as “Agreed Claims”. Within ten (10) Business Days of the final determination of the amount of any Agreed Claim, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available pay to the Indemnified Party on the terms and subject an amount equal to the provisions of this AgreementAgreed Claim by wire transfer in immediately available funds to the bank account or accounts designated by the Indemnified Party in a notice to the Indemnifying Party not less than two (2) Business Days prior to such payment.

Direct Claims. Any Claim claim by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Third-Party Claim (a “"Direct Claim”") shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof, and in any event within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) 30 days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) -day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives 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, Claim and the Indemnified Party shall assist the Indemnifying Party’s 's investigation by giving such reasonable information and assistance (including access to the Indemnified Party’s 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 (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) -day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim Proceeding by an Indemnified Party for indemnification on account of a Loss Damage arising under this Article 7 which does not result from a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof, and but in any event within not later than thirty (30) days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party is prejudiced, forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss Damage that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’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 Representatives may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) day perioddays of receipt of a notice of a Direct Claim, the Indemnifying Party shall be deemed to have rejected such claimDirect Claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim claim by an Indemnified Party for indemnification on account of other than indemnification against a Loss which does not result from a Third Party Claim third party pursuant to Section 9.02 above (a “Direct Claim”), claims for enforcement of violations for which the enforcement provisions of the Confidentiality Agreement shall apply) and claims for violation of any provision of Exhibit A (which shall be enforced pursuant to the terms of the Exclusivity Conditions), will be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof, and in any event within the Indemnifying Party will have a period of thirty (30) calendar days after (the discovery by the Indemnified Party of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30“Response Period”) days after its receipt of such notice within which to respond in writing to such Direct Claim. During such thirty (30) day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’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 (subject to the provisions of Section 5.18). If the Indemnifying Party does not respond (or does so respond but does not agree to pay such Direct Claim in full) within such thirty (30) day periodthe Response Period, the Indemnifying Party shall will be deemed to have rejected such claim, in which case and the Indemnifying Party or the Indemnified Party may refer such dispute to arbitration by written notice to the other party within ten (10) days after the expiration of the Response Period (the “Arbitration Referral Period”). Subject to the last sentence hereof, if the matter is referred to arbitration within the Arbitration Referral Period, arbitration of such matter shall be mandatory in accordance with this Section 9.03 and each party shall select an arbitrator and the two so selected shall agree on a third arbitrator from a panel of arbitrators selected by the American Arbitration Association. In default of a party’s selection of an arbitrator as required, the American Arbitration Association may select the arbitrator of the non-selecting party. The arbitration shall be pursuant to the Rules of the American Arbitration Association and shall be conducted in Los Angeles, California. Judgment upon any resulting arbitration award may be entered in any court of competent jurisdiction. As part of such award, the arbitrators shall establish their fees and expenses in connection therewith and allocate such fees and expenses between the parties, who shall promptly pay their allocable shares. Any award shall be a conclusive determination of the matter, and may be confirmed or enforced by either party in any court of competent jurisdiction by the filing of an appropriate action, and each party shall be deemed to have conclusively waived any and all defenses against enforcement. If neither party properly refers the matter to arbitration prior to the expiration of the Arbitration Referral Period, or to the extent a party hereto seeks equitable remedies or an injunction, then the Indemnified Party will be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreementat law or in equity.

Direct Claims. Any Claim Action by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and but in any event within not later than thirty (30) days after the discovery by the Indemnified Party has actual knowledge of the circumstances giving rise to such Direct Claim. The failure of the Indemnified Party to give such reasonably prompt written notice of any Direct Claim shall notnot release, however, relieve waive or otherwise affect the Indemnifying Party of its indemnification obligationsParty’s obligations with respect thereto unless, except and only to the extent extent, that the Indemnifying Party forfeits rights or defenses by reason is actually and materially prejudiced as a result of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, detail and shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, amount or a good faith estimate (to the extent ascertainable) of the Loss potential Losses that has have been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives 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, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified PartyCompany’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 (subject to the provisions of Section 5.18). If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreementrequest.

Direct Claims. Any Claim claim by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim discussed in Section 6.5 (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof, and in any event within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failureis actually and materially prejudiced thereby. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, notify the Indemnified Party shall allow the Indemnifying Party and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent in writing of any amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access good faith objections it has to the Indemnified Party’s premises and personnel and notice or the right to examine and copy any accountsDirect Claim, documents or records) as setting forth in reasonable detail each of the Indemnifying Party or any of its professional advisors may reasonably request Party’s objections thereto (subject to the provisions of Section 5.18an “Objection Notice”). If the Indemnifying Party does not so respond deliver an Objection Notice within such thirty (30) day period, then the Indemnifying Party shall be deemed to have rejected accepted such claimDirect Claim, in which case the Indemnified Indemnifying Party shall be free to pursue such remedies as may be available promptly pay to the Indemnified Party on the terms full amount of Losses set forth in the Direct Claim notice. If the Indemnifying Party does deliver an Objection Notice within such thirty (30) day period, then the Indemnifying Party and subject the Indemnified Party shall, for a period of fifteen (15) days following the Indemnified Party’s receipt of an Objection Notice, reasonably cooperate and negotiate in good faith to reach a resolution of the disputed matters set forth in the Direct Claim notice, including the amount of Losses incurred by the Indemnified Party and indemnifiable by the Indemnifying Party, which Losses shall be paid by the Indemnifying Party to the provisions Indemnified Party promptly following the resolution of this Agreementsuch dispute. If a resolution is not reached between the Indemnifying Party and the Indemnified Party during such fifteen (15) day period, then the dispute may be resolved through Legal Proceedings brought by either party or by such other means as such parties mutually agree.

Direct Claims. Any Claim Action by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and but in any event within not later than thirty (30) days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure, or preclude the Indemnified Party from any indemnification which it may claim in accordance with this Article VIII. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives 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, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’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 (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Within 30 days after delivery of a Claim by an Indemnified Party Notice relating to a claim for indemnification on account of a Loss which does not result from other than a Third Party Claim (a “Direct Claim”) shall be asserted by , the Indemnifying Party will deliver to the Indemnified Party giving a written response in which the Indemnifying Party prompt written notice thereof, and in any event within thirty will either: (30i) days after the discovery by agree that the Indemnified Party is entitled to indemnification for all of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall not, however, relieve Losses at issue in the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights Claim Notice; or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30ii) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to dispute the Indemnified Party’s premises entitlement to indemnification by delivering to the Indemnified Party a written notice (an “Objection Notice”) setting forth in reasonable detail each disputed item, the basis for each such disputed item and personnel and setting forth any items in the right to examine and copy any accounts, documents or records) as Claim Notice with which the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18)agrees. If the Indemnifying Party does not so respond fails to take either of the foregoing actions within such thirty (30) day period30 days after delivery of the Claim Notice, then the Indemnifying Party shall will be deemed to have rejected such claim, irrevocably accepted the Claim Notice and the Indemnifying Party will be deemed to have irrevocably agreed to pay the Losses at issue in which case the Indemnified Claim Notice. If the Indemnifying Party shall be free to pursue such remedies as may be available delivers an Objection Notice to the Indemnified Party on within 30 days after delivery of the terms and subject to Claim Notice, then the dispute may be resolved by any legally available means consistent with the provisions of this Agreement. For the avoidance of doubt, any item or amount set forth in a Claim Notice that is not disputed in the Objection Notice will be deemed to be final, binding and conclusive upon the Parties from and after such time as the Objection Notice is delivered.

Direct Claims. Any Claim by an In the event that any Indemnified Party for indemnification on account of has a Loss claim against any Indemnifying Party which may give rise to indemnity hereunder that does not result from involve a Third Party Claim (claim brought by a “Direct Claim”) shall be asserted by third party, the Indemnified Party giving shall promptly notify the Indemnifying Party of the claim and the facts constituting the basis for such claim and, if known, the amount or an estimate of the amount of the liability arising therefrom. The failure or delay of the Indemnified Party to deliver prompt written notice thereofof a claim shall not affect the indemnity obligations of the Indemnifying Party hereunder, and except to the extent the Indemnifying Party was actually materially disadvantaged by such failure or delay in any event delivery of notice of such claim. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after the discovery by the Indemnified Party from receipt of the circumstances giving rise to such Claim. The failure to give such prompt written claim notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason disputes such claim, the amount of such failure. Such notice by claim shall be conclusively deemed a liability of the Indemnifying Party hereunder; however if the Indemnifying Party does notify the Indemnified Party shall describe that it disputes such claim within the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have required thirty (30) days after its receipt day period, the Parties shall attempt in good faith to agree upon the rights of such notice to respond in writing the respective Parties with respect to such Direct Claimclaim. During If the Parties should so agree, a memorandum setting forth such agreement shall be prepared and signed promptly by both Parties. If such Parties shall not agree within the aforementioned thirty (30) day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives be entitled to investigate the matter take any action in law 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 equity as such Indemnified Party shall assist deem necessary to enforce the provisions of this Article 11 against the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access ; provided that, notwithstanding the foregoing, any disputes relating to the Indemnified Party’s premises and personnel and indemnity set forth in Section 11.01(i) shall be submitted following the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any expiry of its professional advisors may reasonably request (subject to the provisions of Section 5.18). If the Indemnifying Party does not so respond within such thirty (30) day period, period or by such earlier date as agreed by the Indemnifying Party parties to the Neutral Auditor for resolution under the procedures set forth in this Section 11.07. Purchaser and Seller shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be make available to the Indemnified Neutral Auditor, in connection with the foregoing, all relevant work papers relating to the Leakage calculation. Each Party agrees to promptly execute a reasonable engagement letter, if requested to do so by the Neutral Auditor. Purchaser and Seller, and their respective Representatives, shall cooperate fully with the Neutral Auditor. The Neutral Auditor, acting as an expert and not an arbitrator, shall resolve such disputed items and determine the values to be ascribed thereto, and using those values (together with other items not in dispute) determine the final actual aggregate amount of Leakage. The Parties hereby agree that the Neutral Auditor shall only decide the specific disputed items, the values ascribed thereto and using those values determine the final actual aggregate amount of Leakage, and the Neutral Auditor’s decision with respect to such disputed items and values must be within the range of values assigned to each such item in the Leakage/Indebtedness Certificate and Purchaser's claim for indemnification pursuant to Section 11.01(i), respectively. All fees and expenses relating to the work, if any, to be performed by the Neutral Auditor will be borne equally by Purchaser and Seller. The Neutral Auditor shall be directed to resolve the disputed items and amounts and deliver to Purchaser and Seller a written determination of the final actual aggregate amount of Leakage (such determination to be made consistent with this Section 11.07, including a worksheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Neutral Auditor by Purchaser and Seller) within thirty (30) days after being retained (or such longer period as the Neutral Auditor may reasonably require), which determination will be final, binding and conclusive on the terms Parties and subject their respective Affiliates and representatives, successors and assigns. Notwithstanding anything herein to the provisions of contrary, the dispute resolution mechanism contained in this AgreementSection 11.07 involving the Neutral Auditor shall be the exclusive mechanism for resolving disputes, if any, regarding any claim for indemnification pursuant to Section 11.01(i).

Direct Claims. Any Claim Action by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereofof the Direct Claim, and but in any event within thirty (30) not later than 30 days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such the prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except if the right to indemnification shall have expired, and except only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such the failure. Such The notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) 30 days after its receipt of such the notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives 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, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable the information and assistance (including access to the Indemnified PartyCPBR’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 (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) the 30 day period, the Indemnifying Party shall be deemed to have rejected such the claim, in which case the Indemnified Party shall be free to pursue such the remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim by If an Amazon Indemnified Party for seeks indemnification on account of a Loss under Section 7.14(a) with respect to any matter which does not result involve a Tax Matter covered under Section 7.15(d)(i), the Amazon Indemnified Party shall deliver an Indemnity Notice to the Designated Sellers as soon as reasonably practicable after discovering the Tax, liability, obligation or facts giving rise to such claim for indemnification. Such Indemnity Notice shall describe the nature of the claim in reasonable detail, the amount thereof (if known and quantifiable) and the basis thereof; provided that any failure to so notify or any delay in notifying the Designated Sellers shall not relieve the Designated Sellers of their obligations hereunder. If the Designated Sellers do not notify the Amazon Indemnified Party in writing within thirty (30) days from a Third Party Claim their receipt of the Indemnity Notice that the Designated Sellers dispute such claim (a “Direct ClaimDispute”) ), the Designated Sellers shall be asserted by deemed to have accepted and agreed to indemnify the Amazon Indemnified Party giving from and against the Indemnifying entirety of any Losses described in the Indemnity Notice. If the Designated Sellers have delivered a Dispute to the Amazon Indemnified Party, the Designated Sellers and the Amazon Indemnified Party prompt written notice thereof, shall proceed in good faith to negotiate a resolution to such Dispute. If the Designated Sellers and in any event the Amazon Indemnified Party cannot resolve such Dispute within thirty (30) days after the discovery by the Indemnified Party delivery of the circumstances giving rise Dispute, and such Dispute does not involve a claim with respect to Section 7.14(a)(ix) such ClaimDispute shall be resolved by an internationally recognized accounting firm (the “Accounting Firm”) mutually agreeable between the Designated Sellers and the Amazon Indemnified Parties. The failure If the Designated Sellers and Amazon are unable to give select such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, accounting firm within ten (10) days of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt end of such notice to respond in writing to such Direct Claim. During such thirty (30) day 30)-day period, either Party may request the Indemnified Party shall allow the Indemnifying Party American Arbitration Association (or other equivalent organization) to appoint, within ten (10) days of such request, a partner in an independent, nationally recognized accounting firm who is a certified public accountant, independent and its Representatives to investigate the matter or circumstance alleged to give rise impartial, with significant experience related to the Direct Claim, and whether and to what extent any amount is payable in respect subject-matter of the Direct Claim, dispute. The Accounting Firm shall act as an arbitrator and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access determine only those issues still in dispute with respect to the Indemnified Party’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 (subject Dispute. The Accounting Firm shall deliver to the provisions Designated Sellers and Amazon as promptly as practicable a written award setting forth its determination. The decision of Section 5.18). If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party Accounting Firm shall be deemed to have rejected such claim, in which case the Indemnified Party final and binding and shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to in accordance with the provisions of this AgreementSection 7.14(h) and Section 10.11. The fees and expenses of the Accounting Firm relating to any dispute shall be paid proportionally by Amazon, on the one hand, and the Designated Sellers, on the other hand, in accordance with the findings of the proportionate determination of the Accounting Firm with respect to the claims of the Amazon Indemnified Party and the Designated Sellers in the Dispute such that the party losing such dispute (whether Amazon or the Designated Sellers) shall pay proportionally more of the applicable fees and expenses relative to the other party.

Direct Claims. Any Claim claim by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving by prompt delivery to the Indemnifying Party prompt written notice thereof, and in any event within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving rise to such Claiman Indemnity Claim Notice. The failure to give timely provide such prompt written notice Indemnity Claim Notice shall not, however, relieve result in a waiver of any right to indemnification hereunder except to the extent the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses is actually prejudiced by reason of such failure. Such notice Indemnity Claim Notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty forty-five (3045) days (the “Response Period”) after its receipt of such notice to respond in writing to such Direct Claim; provided that if the Indemnifying Party does not notify the Indemnified Party in writing of any objection to such Direct Claim (an “Indemnity Objection Notice”) within the Response Period, such Direct Claim and the amount of such Direct Claim shall be conclusively deemed a Liability of the Indemnifying Party hereunder, subject to the limitations set forth in this ARTICLE IX. During such thirty (30) day periodthe Response Period, the Indemnified Party shall allow the Indemnifying Party and its Representatives 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 . The Indemnified Party shall assist cooperate with the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified PartyCompany’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 (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond delivers an Indemnity Objection Notice within such thirty (30) day periodthe Response Period, the Indemnifying Party parties shall attempt in good faith for twenty (20) Business Days to agree upon the rights of the respective parties with respect to each such claim. If the parties should so agree, (i) a memorandum setting forth such agreement and the agreed upon dollar amount of Liability for such claim of the party against whom the claim is made shall be deemed to have rejected such claim, in which case prepared and signed by (or on behalf of) the parties and (ii) if the Indemnified Party is a Buyer Indemnified Party, the Buyer and the Shareholder Representative shall deliver joint written instructions to the Escrow and Paying Agent instructing the Escrow and Paying Agent to release to Buyer the amount of such agreed claim from the Indemnification Escrow Fund within five (5) Business Days of receipt of such joint written instructions by wire transfer of immediately available funds. At any time following delivery of an Indemnity Objection Notice pursuant to this Section 9.4(c) or in the event of any dispute arising pursuant to ARTICLE IX, such objection or dispute shall be free resolved in accordance with Section 11.12 and the Escrow and Paying Agent shall only distribute funds thereafter pursuant to pursue such remedies joint written instructions as may be available to the Indemnified Party on the terms and subject to the provisions described in this Section 9.4(c) or a final, non-appealable court order from a court of this Agreementcompetent jurisdiction.

Direct Claims. Any Claim claim by an Indemnified Party for indemnification on account of a Loss Damage which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted in a Claim Notice and delivered to the Indemnifying Party prior to the expiration of the Applicable Survival Period. Such Claim Notice shall include a description in reasonable detail (to the extent known by the Indemnified Party giving Party) of the facts constituting the basis for such Direct Claim and the amount of the Damages determinable at such time. If the Indemnifying Party prompt in good faith objects to any claim made in a Claim Notice, then the Indemnifying Party shall deliver a written notice thereof, and in any event within (a “Claim Dispute Notice”) to the Indemnified Party during the thirty (30) days after the discovery day period commencing following delivery by the Indemnified Party of the circumstances giving rise to such ClaimClaim Notice. The failure Claim Dispute Notice shall set forth in reasonable detail the principal basis for the dispute of any claim made in the Claim Notice. Each claim for indemnification set forth in such Claim Notice shall be deemed to give such prompt written have been conclusively determined in the Indemnified Party’s favor for purposes of this Article IX (Indemnification) on the terms set forth in the Claim Notice upon the earlier of (i) notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights agrees with the Direct Claims asserted in the Claim Notice or defenses by reason (ii) expiration of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt day period if the Indemnifying Party does not deliver a Claim Dispute Notice to the Indemnified Party prior to the expiration of such notice to respond in writing to such Direct Claim. During such thirty (30) day period. In such event, the Indemnified Party shall allow the Indemnifying Party and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’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 (subject to the provisions of Section 5.18). If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on at the Indemnifying Party’s expense pursuant to the terms and subject to the provisions of this Agreement.

Direct Claims. Any (a) In the event any Indemnified Party wishes to assert a claim for indemnification under this Article 8, such Indemnified Party shall deliver to Buyer, in the event the Indemnified Party is an Equityholder Indemnitee or the Representative if the Equityholders are the Indemnifying Party and, if the claim is an Equityholder Specific Claim, the applicable Equityholder (as applicable, the “Responding Party”), a certificate signed by such Indemnified Party (a “Claims Certificate”): (i) stating that an Indemnified Party has incurred, paid, reserved or accrued, or reasonably and in good faith anticipates that it may incur, pay, reserve or accrue, Adverse Consequences; (ii) stating the actual amount of Adverse Consequences incurred, paid, reserved or accrued or, if applicable, the estimated amount of such Adverse Consequences to the extent reasonably estimable; and (iii) specifying in reasonable detail (based upon the information then possessed by the Indemnified Party) the nature of the claim to which such Adverse Consequences are related and the specific provision of this Agreement that such Indemnified Party asserts entitles such Person to indemnification; provided, however, that any failure on the part of an Indemnified Party to so notify or provide the information in subparagraph (iii) to the Indemnifying Party shall not limit any of the obligations of the Indemnifying Party under this Article 8 (except to the extent such failure materially prejudices the defense of such Proceeding). (b) The date of such delivery of a Claims Certificate is referred to herein as the “Claim Date” of such Claims Certificate (and the claims for indemnification contained therein). The Indemnified Party may update any Claims Certificate from time to time to reflect any changes in the actual or estimated amount of Adverse Consequences set forth therein or other information contained therein, by delivery of such updated Claims Certificate to the Responding Party. The Indemnified Party shall provide to the Responding Party any additional backup information or documentation with respect to the information set forth in such Claims Certificate as reasonably requested by the Responding Party. (c) The Responding Party may object to a claim for indemnification set forth in a Claims Certificate by delivering to the Indemnified Party a written statement of objection to the claim made in the Claims Certificate (an “Objection Notice”), provided that, to be effective, such Objection Notice must (i) be delivered to the Responding Party prior to 5:00 p.m. Mountain Time on the thirtieth (30th) day following the Claim Date (such deadline, the “Objection Deadline” for such Claims Certificate and the claims for indemnification contained therein) and (ii) set forth in reasonable detail the nature of the objections to the claims in respect of which the objection is made. (d) If the Responding Party objects in writing to any claim or claims by an Indemnified Party for indemnification on account of made in a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted Claims Certificate by delivering an effective Objection Notice prior to the Objection Deadline, the Indemnified Party giving and the Indemnifying Responding Party prompt written notice thereof, and shall attempt in any event within good faith for thirty (30) days after the discovery by the Indemnified Party Party’s receipt of the circumstances giving rise Objection Notice to resolve such Claimobjection. The failure to give such prompt written notice shall not, however, relieve If the Indemnifying Responding Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist so agree, a memorandum setting forth such agreement (the Indemnifying “Settlement Memorandum”) shall be prepared and signed by both parties, which Settlement Memorandum shall be final and conclusive and binding on the Responding Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’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 (subject to the provisions of Section 5.18). If no agreement can be reached pursuant to this Section 8.6(d) during the Indemnifying Party does not so respond within such thirty (30) -day periodperiod for good faith negotiation, then the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as dispute may be resolved by any legally available to the Indemnified Party on the terms and subject to the provisions of means consistent with this Agreement.

Direct Claims. Any Claim claim by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof, and in any event within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that such failure materially prejudices the Indemnifying Party forfeits rights or defenses by reason of such failurehereunder. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty ten (3010) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) ten-day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives 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, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified PartyCompany’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 (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) ten-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim claim by an Indemnified Party for indemnification on account of a Loss which does not result results from a Third Party Claim claim by a party to this Agreement or Affiliate of a party to this Agreement (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof, and in any event thereof within thirty sixty (3060) days after from the discovery by time the Indemnified Party became aware of any matter or circumstance that is reasonably likely to give rise to a claim for indemnification under this Agreement describing in reasonable detail, to the extent available, the facts constituting the basis for such Direct Claim, the specific basis for the claim for indemnification under Section 6.2 or Section 6.3, as applicable, and the amount, to the extent known, of the circumstances giving rise to such ClaimDirect Claim asserted. The failure Failure to give such prompt written timely notice of a Direct Claim shall not, however, relieve not affect the Indemnifying Party of its indemnification obligationsParty’s duties or obligations under Section 6.2 or Section 6.3, as applicable, except and only to the extent that that, as a result of such failure, the Indemnifying Party forfeits rights or defenses by reason was actually damaged as a result of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’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 (subject to the provisions of Section 5.18). If the Indemnifying Party does not so respond within such thirty (30) day 30)-day period, the Indemnifying Party shall be deemed to have rejected agreed to such claimDirect Claim and the Indemnifying Party’s obligation to indemnify, in which case defend and hold harmless the Indemnified Party shall be free for the full amount of all Losses related to pursue such remedies as may be available or resulting therefrom. If the Indemnifying Party responds to the Indemnified Party on during such thirty (30)-day period, upon request of either the terms Indemnified Party or the Indemnifying Party, the Indemnified Party and subject the Indemnifying Parties agree to provide each other with reasonable access to such documents and information as may be reasonably requested in connection with such Direct Claim. The Indemnifying Party shall promptly pay the provisions of this AgreementIndemnified Party any amount due with respect to a Direct Claim that becomes a Payable Claim.

Direct Claims. Any Claim Action by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and but in any event within thirty (30) not later than 30 days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses or if otherwise materially prejudiced by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) 30 days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives 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, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’s Companies’ 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 (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) -day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim claim by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof; provided however, and in any event within thirty (30) days after the discovery right of an Indemnified Party to be indemnified under this Article 5 shall not be adversely affected by the failure of the Indemnified Party of the circumstances giving rise to such Claim. The failure to give provide such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligationsnotice, except and only to the extent that the Indemnifying Party forfeits rights or defenses is prejudiced by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss all Losses that has have been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) 30 days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) -day period, the Indemnified Party shall allow afford the Indemnifying Party and its Representatives to investigate the matter or circumstance alleged to give rise reasonable access during normal business hours to the Direct Claim, Purchaser’s 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 reasonable information and assistance (including access to the Indemnified PartyFreedom’s premises and personnel (in such a manner that does not unreasonably interfere with the conduct of their business) and the right to examine and copy make copies of (or, where practicable, receive electronic access to) any accounts, documents or records) records relating to such Direct Claim as the Indemnifying Party or any of its professional advisors Representatives may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) -day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case either the Indemnified Party shall be free or the Indemnifying Party may apply to pursue such remedies as may be available court (in accordance with Section 8.12) to determine the relative rights and obligations of the Indemnified Party on and the terms and subject to the provisions Indemnifying Party hereunder in respect of this Agreementsuch Direct Claim.

Direct Claims. Any Claim claim by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) under this Agreement shall be asserted by the Indemnified Party giving by providing the Indemnifying Party prompt with written notice thereof(the “Indemnification Notice”) setting forth in reasonable detail the provisions of this Agreement that have given rise to a claim for indemnification, the facts that support the claim for indemnification (if known), and in any event within thirty (30) days after the discovery by the Indemnified Party a statement of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall notamount of indemnification sought (if known); provided, however, relieve that any failure or delay to provide such notice shall not release the Indemnifying Party from any of its indemnification obligations, obligations under this Article except and only to the extent that the Indemnifying Party forfeits rights is actually prejudiced by such failure or defenses by reason of such failuredelay. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have Within thirty (30) days after its of the Indemnifying Party’s receipt of the Indemnification Notice, the Indemnifying Party shall provide the Indemnified Party with a written response (the “Indemnification Response”) setting forth the Indemnifying Party’s position in reasonable detail with respect to the relief sought in the Indemnification Notice and identifying the Indemnifying Party’s representatives who are authorized to negotiate a resolution of such notice to respond in writing to such Direct Claimdispute. During such thirty Within ten (3010) day perioddays of the Indemnified Party’s receipt of the Indemnification Response, the Indemnified Party shall allow provide written notice to the Indemnifying Party and its Representatives to investigate (“Dispute Resolution Notice”) setting forth the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect identity of the Direct Claim, Indemnified Party’s representatives who are authorized to negotiate a resolution of the dispute and the dates upon which the Indemnified Party proposes to meet with the Indemnifying Party to discuss resolution of the dispute, which dates shall assist be within thirty (30) days of the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to receipt of the Dispute Resolution Notice. If, after good faith efforts, the Indemnified Party’s premises Party and personnel and the Indemnifying Party are unable to reach a mutually agreeable resolution of the dispute, either Party shall have the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of seek relief in accordance with Section 5.18). If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement10.6.

Direct Claims. (a) Any Claim by an Indemnified Party claim for indemnification on account of a Loss which does not result from a Third under this Article VIII (other than third-party claims pursuant to Section 8.6) must be asserted by providing written notice to the Indemnifying Party Claim (a an “Direct Indemnification Claim”) specifying the factual basis of the claim in reasonable detail (including, without limitation, all reasonably related backup information evidencing such claim) to the extent then known by the Person asserting the claim. Failure to deliver notice in accordance with this Section 8.5(a) shall be asserted not relieve the Indemnifying Party of any Liability that it may have to the Indemnified Party hereunder, except to the extent the Indemnifying Party can demonstrate that it was actually prejudiced by the Indemnified Party giving Party’s failure to deliver such notice. (b) If the Indemnifying Party prompt written notice thereofdisputes any claims set forth in an Indemnification Claim, and in any event the Indemnifying Party may, within thirty (30) days after the discovery by delivery of such Indemnification Claim, deliver a written notice to the Indemnified Party of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist setting forth the Indemnifying Party’s investigation by giving such objection thereto and specifying in reasonable information and assistance (including access to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents detail those claims or records) as amounts the Indemnifying Party or any of its professional advisors may reasonably request (subject disputes and the Indemnifying Party shall be deemed to the provisions of Section 5.18)have admitted all other claims and amounts contained in such Indemnification Claim. If the Indemnifying Party does not so respond within timely deliver such thirty (30) day periodnotice, the Indemnifying Party shall be deemed to have rejected such claim, admitted all claims set forth in which case the Indemnification Claim and the Indemnified Party shall be free entitled to pursue such remedies as may be available recover promptly the Damages specified in the Indemnification Claim (subject to the limitations set forth in Section 8.4). (c) If the Indemnifying Party timely delivers a dispute notice pursuant to Section 8.5(b), the Indemnifying Party and the Indemnified Party shall, during the thirty (30) days following such delivery, negotiate in good faith to reach agreement on the terms disputed claims or amounts. If the Indemnifying Party and subject the Indemnified Party resolve all disputes, such resolution shall be conclusive and binding on the parties hereto. If the Indemnifying Party and the Indemnified Party cannot reach agreement within such thirty (30) day period (or such longer period as they may mutually agree in writing), then the Indemnifying Party may seek judicial recourse in a court of competent jurisdiction (pursuant to Section 11.6). (d) In connection with the provisions resolution of this Agreementany dispute, each of the Indemnifying Party and the Indemnified Party shall pay its own legal and accounting fees.

Direct Claims. Any Claim Action by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and but in any event within not later than thirty (30) calendar days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) calendar days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives 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, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified PartyMaslow’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 (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) calendar day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim by an If any Indemnified Party for indemnification on account of should have a Loss which claim against any Indemnifying Party under this Section 11 that does not result from involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party (any such claim, a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof, and in any event within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period), the Indemnified Party shall allow deliver notice of such Direct Claim with reasonable promptness to the Indemnifying Party and its Representatives (which notice shall set forth in reasonable detail the basis upon which such Indemnified Party believes it is entitled to investigate the matter or circumstance alleged indemnification pursuant to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, this Section 11 and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to amount of Losses it is seeking recovery from the Indemnified Party’s premises and personnel and ); provided that the right failure to examine and copy any accountsgive such notification shall not affect the indemnification provided under this Agreement, documents or records) as except to the extent the Indemnifying Party or any shall have been prejudiced as a result of its professional advisors may reasonably request (subject to the provisions of Section 5.18)such failure. If the Indemnifying Party does not so respond notify the Indemnified Party within thirty (30) calendar days following its receipt of such notice that the Indemnifying Party disputes its liability to the Indemnified Party under the applicable provisions of this Section 11, such Direct Claim specified in such notice shall be conclusively deemed a liability of the Indemnifying Party under the applicable provision of this Section 11, and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand or, in the case of any notice in which the amount of the Direct Claim (or any portion thereof) is estimated, on such later date when the amount of such Direct Claim (or such portion thereof) becomes finally determined. If the Indemnifying Party has timely disputed its liability with respect to such Direct Claim as provided above, the Company, on the one hand, and Laredo, on the other hand, shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved within the foregoing thirty (30) day periodperiod through negotiations, the Indemnifying Party such dispute shall be deemed to have rejected such claim, resolved by litigation in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions an appropriate court of this Agreementcompetent jurisdiction.

Direct Claims. Any Claim Action by an Indemnified Party for indemnification on account of a Loss which does Losses that do not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof, and but in any event within thirty not later than ten (3010) days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses or is otherwise materially prejudiced by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof (including any statement of claim or demand notice) and shall indicate the estimated amount, if reasonably practicable, of the Loss Losses that has have been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) 30 days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives legal counsel 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, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’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 legal counsel may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) 30 day period, the Indemnifying Party shall be deemed to have rejected such claimDirect Claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim by an (a) The Indemnified Party shall give the Indemnifying Party written notice (a “Claim Notice”) of any claim for indemnification on account of under this Article 9 that has not arisen with respect to a Loss which does not result from a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof, and in any event within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving rise to such Claim). The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party A Claim Notice shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof detail and shall indicate set forth the estimated amountIndemnified Party’s good faith calculation, if reasonably practicableknown, of the Loss Losses that has have been or may be sustained suffered by the Indemnified Party. No delay in or failure to give, or other procedural defect in, a Claim Notice by the Indemnified Party to the Indemnifying Party shall adversely affect any of the other rights or remedies which the Indemnified Party has under this Agreement, or alter or relieve the Indemnifying Party of its obligations to indemnify the Indemnified Party except to the extent and solely to the extent such failure actually and materially prejudices the defense of such Direct Claim. (b) The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty the Claim Notice (30“Claim Response”) day period, within 45 days after the date that the Claim Notice is delivered by the Indemnified Party shall allow in respect of a Direct Claim (the “Response Period”). Any Claim Response must specify whether the Indemnifying Party and its Representatives to investigate disputes the matter Direct Claim described in the Claim Notice (or circumstance alleged the amount of Losses set forth therein). (c) If the Indemnifying Party fails to give rise a Claim Response within the Response Period, the Indemnifying Party will be deemed not to dispute the Direct Claim described in the Claim Notice. If the Indemnifying Party elects not to dispute a Direct Claim described in a Claim Notice, whether by failing to give a timely Claim Response or otherwise, then the amount of Losses alleged in such Claim Notice with respect to such undisputed Direct Claim will be conclusively deemed to be an obligation of the Indemnifying Party, and (i) if the Indemnifying Party is Buyer, then Buyer shall pay, by wire transfer or other immediately available funds, to the Indemnified Party within three days after the last day of the applicable Response Period the amount specified in the Claim Notice with respect to such undisputed Direct Claim, subject to the limitations set forth in this Article 9, and whether and to what extent any amount (ii) if the Indemnifying Party is payable a Seller, then Buyer or other applicable Indemnified Party may, at Buyer’s or such Indemnified Party’s sole option, obtain payment (in respect whole or in part) in accordance with Section 9.8. (d) If the Indemnifying Party delivers a Claim Response within the Response Period indicating that it disputes one or more of the Direct ClaimClaims identified in the Claim Notice, then the Indemnifying Party and the Indemnified Party shall assist promptly meet and use their commercially reasonable efforts to settle the dispute. If Indemnifying Party and the Indemnified Party reach an agreement with respect to the dispute, the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access Party shall pay the agreed amount to the Indemnified Party’s premises and personnel and Party in the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of manner set forth in Section 5.189.6(c). If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case and the Indemnified Party shall be free are unable to pursue such remedies as may be available to reach agreement within 30 days after the conclusion of the Response Period, then the Indemnified Party on the terms and may resort to other legal remedies available pursuant to this Agreement, subject to the provisions of limitations set forth in this AgreementArticle 9.

Direct Claims. Any Claim by In any case in which an Indemnified Party for seeks indemnification on account of a Loss hereunder which does is not result from a Third Party Claim subject to Section 7.2 because no Third-party Action is involved (a “Direct Claim”) shall be asserted by ), the Indemnified Party giving shall notify the Indemnifying Party prompt written notice thereofin writing of any Indemnified Costs which such Indemnified Party claims are subject to indemnification under the terms hereof. Subject to the limitations set forth in Section 7.4(a), and in any event within thirty (30) days after the discovery by failure of the Indemnified Party to exercise promptness in such notification shall not amount to a waiver of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except claim unless and only to the extent that the resulting delay materially and adversely prejudices the position of the Indemnifying Party forfeits rights or defenses by reason of with respect to such failureclaim. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss Indemnified Costs that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) 30 days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives 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, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’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 (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) -day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim claim by an Indemnified Party for indemnification on account of a Loss Losses which does do not result from a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof, and in any event within thirty (30) days after the discovery by the Indemnified Party Notice of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Partywith respect thereto. The Indemnifying Party shall have thirty (30) [*] days after its receipt of such notice Notice of Claim to respond in writing to such Direct Claim. During such thirty (30) day [*]-day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, Claim and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist reasonably cooperate with the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or recordsrecords exclusively related to such Direct Claim) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnifying Party Seller does not so respond within such thirty (30) day [*]-day period, the Indemnifying Party shall be deemed to have rejected such claimDirect Claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement. To object to all or a portion of any Direct Claim made in a Notice of Claim, the Indemnifying Party must deliver a written objection to the Buyer Indemnified Party within [*] business days after receipt of such Notice of Claim expressing such objection and explaining in reasonable detail and in good faith the basis therefor (an “Objection Notice”). Following receipt by the Indemnified Party of the Objection Notice, if any, the Indemnified Party and the Indemnifying Part shall promptly, and within [*] business days, meet to attempt to resolve the rights of the respective parties that is the subject of the Objection Notice. If the Indemnifying Part and the Indemnified Party resolve the dispute, then as promptly as practicable (and in any event within [*] Business Days) following the resolution of the Direct Claim, the Indemnified Party and the Indemnifying Part shall execute and deliver a memorandum setting forth the aggregate Dollar amount of such Losses payable to the Indemnified Party (the “Stipulated Amount”), and such Stipulated Amount shall be paid in the manner set forth in Section 8(e). In the event that the Indemnified Party and the Indemnifying Part do not execute a memorandum as contemplated above within [*] business days of receipt by the Indemnified Party of the Objection Notice, then the Buyer Indemnified Party may commence an action to resolve such dispute and enforce its rights with respect thereto in any court available therefor (such action, a “Litigated Dispute”). Upon the resolution of a Litigated Dispute, the amount awarded to the Indemnified Party, [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. ​ if any, in such Litigated Dispute (the “Award Amount”) shall be paid in the manner set forth in Section 8(e).

Direct Claims. Any Claim claim by an Indemnified Party for indemnification hereunder on account of a Loss which does not result from a Third Third-Party Claim (a “Direct Claim”) shall will be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereofthereof at any time before the termination of the applicable survival period, and if any, set forth in Section 11.1 but in any event within thirty (30) days after the discovery by the Indemnified Party promptly upon becoming aware of the circumstances giving rise to such Claimany claim. The failure to give such prompt written notice shall will not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall will describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof to the extent known, and shall will indicate the estimated amount, if reasonably practicablepracticable and determinable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall will have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day 30)-day period, the Indemnified Party shall will allow the Indemnifying Party and its Representatives 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, Claim and the Indemnified Party shall will reasonably assist the Indemnifying Party’s investigation by giving such reasonable information and reasonable assistance (including access to the Indemnified Party’s Companies’ 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 (subject request; provided, that no Indemnified Party will be required to disclose any information to the provisions of Section 5.18)Indemnifying Party or its professional advisors if such disclosure would, in such Indemnified Party’s reasonable discretion: (x) jeopardize any attorney-client or other privilege or (y) contravene any applicable Law, fiduciary duty or binding agreement. If the Indemnifying Party does not so respond within such thirty (30) day 30)-day period, the Indemnifying Party shall will be deemed to have rejected accepted such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim claim by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof, and in any event within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim, which response may include a statement that the Indemnifying Party intends to attempt to cure the matter giving rise to the Direct Claim. If the Indemnifying Party states that it intends to cure the matter giving rise to the Direct Claim, the Indemnifying Party shall have a period of thirty (30) days in which to effect a cure (such period shall be automatically extended for a period of up to an additional sixty (60) days if the Indemnifying Party is diligently attempting to effect a cure but needs additional time to do so) (such period, including any extension, the “Cure Period”). During such thirty (30) day period30)-day period following receipt by the Indemnifying Party of the notice of the Direct Claim and during the Cure Period, the Indemnified Party shall allow provide reasonable access to the Company’s premises and personnel and the right to examine and copy any accounts, documents or records in connection with the Indemnifying Party and its Representatives to investigate professional advisors’ investigation of 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; provided, and the Indemnified Party however, that any such investigation or access shall assist the not: (i) interfere unreasonably with normal operations of any Indemnifying Party’s investigation by giving such ; (ii) violate any applicable Laws or safety and security procedures or rules of any Indemnifying Party; (iii) in the reasonable information and assistance opinion of counsel, infringe upon any attorney-client work product or like privilege; or (including access to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or recordsiv) as require the Indemnifying Party to disclose any information that it considers in good faith to be confidential or any of proprietary or that would be adverse to its professional advisors may reasonably request (subject to the provisions of Section 5.18)interests in a legal proceeding. If the Indemnifying Party does not so respond to the notice of Direct Claim within such the thirty (30) day period30)-day period provided above for such response or does not cure the matter giving rise to the Direct Claim within the Cure Period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim by In the event an Indemnified Party has a claim for indemnification indemnity under this Article VIII on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by ), the Indemnified Party giving agrees to give prompt notice in writing of such Direct Claim to the Indemnifying Party prompt written notice thereof, and in any event within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving rise to such Claima “Direct Claim Notice”). The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that such failure shall have actually prejudiced the Indemnifying Party forfeits rights or defenses by reason of such failureParty. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Within fifteen (15) days after receipt of a Direct Claim Notice (the “Direct Claims Dispute Period”), the Indemnifying Party shall by written notice (the “Response Notice”) to the Indemnified Party either (i) concede liability in whole as to the claimed amount of Losses set forth in the Direct Claim Notice, (ii) deny liability in whole as to such claimed amount of Losses, or (iii) concede liability in part and deny liability in part of such claimed amount of Losses. If a Response Notice is not received by the Indemnified Party prior to the expiration of the Direct Claims Dispute Period, then the Indemnifying Party shall be conclusively deemed to have denied that the full claimed amount of Losses set forth in the Direct Claim Notice or ultimately arising out of the Direct Claim Notice is owed to the Indemnified Party. If the parties are not able to resolve any dispute over a claim brought under this Section 8.05(c) within thirty (30) days after its the receipt of such notice to respond a Response Notice denying liability in writing to such Direct Claim. During such thirty (30) day periodwhole or in part, the Indemnified Party shall allow the Indemnifying Party and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’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 (subject to the provisions of Section 5.18). If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case then the Indemnified Party shall be free entitled to pursue submit such remedies as may indemnification claim to any court or authority of competent jurisdiction described in Section 10.10, which claim shall be available to adjudicated in accordance with the Indemnified Party on the terms and subject to the provisions of limitations set forth in this AgreementArticle VIII.

Direct Claims. Any Claim Action by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (a “"Direct Claim”") shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and but in any event within thirty (30) not later than 30 days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses Party’s defense of such Direct Claim is materially prejudiced by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) 30 days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives 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, Claim and the Indemnified Party shall assist the Indemnifying Party’s 's investigation by giving such reasonable information and assistance (including access to the Indemnified Party’s '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 (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) 30 day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any A Direct Claim by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and but in any event within not later than thirty (30) days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives 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, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’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 (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) day period, or, if the Indemnifying Party responds within such thirty (30) day period but denies or rejects that it or s/he owes any indemnification obligations with respect to the Direct Claim, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim by an In order to seek indemnification against a party to this Agreement or one of its Affiliates under this Article IX or Section 10.1(c), the Party claiming indemnification (the “Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim Party”) shall deliver notice (a “Direct ClaimClaims Notice”) to the Party from whom the indemnification is sought (the “Indemnifying Party”) (which notice, if sent by Buyer, shall be asserted by sent to the Indemnified Party giving Seller 57 and shall also be sent to the Indemnifying Party prompt written notice thereof, and in any event within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving rise to such ClaimEscrow Agent). The failure to give such a prompt written notice Claims Notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights any material right or defenses defense by reason of such failure. Such notice by the Indemnified Party Claims Notice shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof detail and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) 30 days after its receipt of such notice the Claims Notice to respond in writing to such Direct ClaimClaim (an “Objection Notice”). During such thirty (30) -day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives 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, Claim and the Indemnified Party shall assist reasonably cooperate with the Indemnifying Party’s investigation by giving such reasonable necessary information and assistance reasonable assistance, at the Indemnifying Party’s expense (including access to the Indemnified PartyBuyer’s, Seller’s and 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 (subject to the provisions of Section 5.18). If the Indemnifying Party does not so respond within such thirty delivers an Objection Notice prior to 11:59 p.m. (30ET) on the thirtieth (30th) day periodafter the Indemnifying Party’s receipt of the Claims Notice, then no payment shall be made under this Section 9.2(c)(i) until such claim shall have been resolved. If the Indemnifying Party fails to deliver an Objection notice prior to 11:59 p.m. (ET) on the thirtieth (30th) day following the Indemnifying Party’s receipt of the Claim Notice, then the Indemnifying Party shall be conclusively and irrevocably deemed to have rejected accepted such claimDirect Claim and within three (3) Business Days thereafter (i) if the Indemnifying Party is the Seller, then the Seller and Buyer shall deliver to the Escrow Agent an instruction directing the Escrow Agent to deliver to Buyer (or its designee) from the Indemnification Escrow Amount an amount equal to the Losses set forth in such Claim Notice, and (ii) if the Indemnifying Party is Buyer, then Buyer shall pay to the Seller (or its designee) by wire transfer of immediate funds the amount in such Claims Notice. Notwithstanding the foregoing, if an Indemnifying Party fails to deliver an Objection Notice with respect to a Claims Notice involving (i) the breach of a Fundamental Representation, (ii) a claim for Actual Fraud in the making of the representations and warranties in this Agreement or in any other Transaction Document, or (iii) a claim arising from the breach of any covenant or agreement to be performed by a Party pursuant to this Agreement or the other Transaction Documents, then claims relating thereto shall be deemed to have been rejected, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions conditions of this Agreement.

Direct Claims. Any Claim Action by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and but in any event within not later than thirty (30) days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party is prejudiced or forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives 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, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’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 (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim claim by an Indemnified Party with respect to a claim for indemnification on account of a Loss which indemnity under this Article VII that does not result from a claim by a Third Party Claim (a “Direct Claim”) shall will be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, stating the nature of such claim in reasonable detail and the basis for indemnification (taking into account the information then available to the Indemnified Party), and asserting the amount, if known, or if not known, an estimate of the foreseeable maximum amount of claimed Losses resulting from such claim (which estimate will not be conclusive of the final amount of such Losses) (an “Indemnity Notice”); provided that no such claim will be effective if the Indemnity Notice was not delivered to the Indemnifying Party prior to the expiration of the applicable survival period set forth in any event within thirty (30) days after the discovery by Section 7.1. The failure of the Indemnified Party of to provide an Indemnity Notice to the circumstances giving rise to such Claim. The failure to give such prompt written notice shall not, however, Indemnifying Party will not relieve the Indemnifying Party of its indemnification obligations, except obligations hereunder unless and only to the extent the Indemnifying Party is prejudiced by such failure to so notify. If the Indemnifying Party notifies the Indemnified Party within 60 days from its receipt of the Indemnity Notice that the Indemnifying Party forfeits rights or defenses by reason of disputes such failure. Such notice by claim (the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period“Dispute Notice”), the Indemnified Party shall allow the Indemnifying Party and its Representatives claim will be resolved as provided pursuant to investigate the matter or circumstance alleged to give rise to the Direct ClaimSection 8.12, Section 8.13, 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 reasonable information and assistance (including access to the Indemnified Party’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 (subject to the provisions of Section 5.18)8.14. If the Indemnifying Party does not so respond within such thirty (30) day periodtimely deliver a Dispute Notice, or delivers a Dispute Notice that does not object to all of the Losses set forth in the Indemnity Notice, the Indemnifying Party shall will be deemed to have rejected accepted and agreed with all or such claim, in which case portion of the claim and will be conclusively deemed to have consented to the recovery by the Indemnified Party shall be free to pursue of all or such remedies as may be available to portion of the Indemnified Party on Losses specified in the terms and subject to the provisions of this AgreementIndemnity Notice.

Direct Claims. Any Claim Action by an Indemnified Party for indemnification on account of a Loss which that does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof, and in any event within thirty (30) days after thereof prior to the discovery by expiration of the applicable survival date for such Direct Claim under Section 8.01. If an Indemnified Party becomes aware of the circumstances giving rise a Direct Claim but fails to such Claim. The failure to give such prompt written notice shall not, however, relieve notify the Indemnifying Party reasonably promptly thereafter, the Indemnifying Party shall be relieved of its indemnification obligations, except and only obligations with respect thereto to the extent that the Indemnifying Party forfeits rights or defenses it is materially prejudiced by reason of such failuredelay. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) 30 days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives 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 reasonable information and assistance (including access to the Indemnified Party’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 (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) 30 day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim Action by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and but in any event within not later than thirty (30) calendar days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) calendar days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives 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, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’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 (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) calendar day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this AgreementNote.

Direct Claims. Any Claim by an Indemnified Party In the case of a claim for indemnification on account of a Loss under Section 14(a) or 14(b) which does is not result from based upon a Third Party Claim (a “Direct "Claim”) shall be asserted by "), the Indemnified Party giving shall deliver to the Indemnifying Party prompt written a notice thereof, and in any event within thirty (30) days after writing describing in reasonable detail the discovery by the Indemnified Party of the circumstances facts giving rise to such Claim. The failure to give such prompt written notice shall not, howeverthe basis upon which indemnification is being sought, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, amount of liabilities (if known or reasonably practicable, capable of the Loss that has been or may be sustained by the Indemnified Partyestimation) attributable to such Claim. The Indemnifying Party shall have thirty (30) days after (or if such breach or liabilities cannot be cured within 30 days, such longer period as is reasonably necessary to cure, so long as the Indemnifying Party is using good faith efforts to cure) from its receipt of such notice to respond in writing to (a) cure the liabilities complained of, (b) admit its liability for such Direct Claim. During liabilities or (c) dispute the Claim for such thirty (30) day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’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 (subject to the provisions of Section 5.18)liabilities. If the Indemnifying Party does not so respond notify the Indemnified Party within such thirty (30) day periodperiod that it has cured the liabilities complained of, that it admits its liability for such liabilities, or that it disputes the Claim for such liabilities, then the Indemnifying Party shall be deemed to have rejected denied liability with respect to such claimmatter. If the Indemnifying Party does not admit or otherwise does deny its liability against a direct Claim for indemnification by an Indemnified Party within the thirty (30) day time period set forth in this Section 16, in which case then the Indemnified Party shall be free to diligently and in good faith pursue such its rights and remedies as may be available to the Indemnified Party on the terms and subject to the provisions of under this Agreement, at law or in equity with respect to such Claim, or will withdraw such Claim.

Direct Claims. Any Claim by If an Indemnified Party for indemnification on account of a Loss which does not result from has determined that any matter (other than a Third Party Claim Claim) has given or would reasonably be likely to give rise (based on objectively determinable facts and circumstances) to a right of indemnification under this Agreement (a “Direct Claim”) shall be asserted by ), the Indemnified Party giving shall promptly give written notice thereof to the Indemnifying Party prompt written notice thereof, and in any event within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving rise to such ClaimParty. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the such Indemnifying Party forfeits rights or defenses by reason of such failureis actually prejudiced thereby. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies the basis for such claim, the amount or estimated amount of all material written evidence thereof Losses (if known or reasonably capable of estimation), and shall indicate the estimated amount, if reasonably practicable, method of the Loss that has been computation or may be sustained by the Indemnified Partyestimation of such Losses. The Indemnifying Party shall have thirty (30) 30 days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) -day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’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 Representatives may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) -day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the limitations and other provisions of this Agreement.

Direct Claims. Any Claim by an Indemnified Party A claim for indemnification on account of for any matter not involving a Loss which does not result from a Third Third-Party Claim Proceeding (a “Direct Claim”) shall must be asserted by written notice to Buyer, if indemnification is sought against Buyer, or to Sellers’ Representative, if indemnification is sought against any Seller: (i) describing in reasonable detail the Indemnified Party giving nature of and the underlying basis for, such Direct Claim; (ii) stating the estimated amount thereof (if then reasonably quantifiable) and describing in reasonable detail the basis on which such amount was calculated; and (iii) identifying the provisions of this Agreement upon which such Direct Claim is based. An Indemnifying Party prompt written notice thereof, and in any event within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall will have thirty (30) 30 days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall will allow the Indemnifying Party and its Representatives professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any 64 amount is payable in respect of the Direct Claim, Claim and the Indemnified Party shall will assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Partyeach 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 (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) 30 day period, the Indemnifying Party shall will be deemed to have rejected such claim, in which case the Indemnified Party shall will be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim Action by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim and for which indemnification may be sought pursuant to this Agreement (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and but in any event within not later than thirty (30) days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives 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, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’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 (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty twenty (3020) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim Action by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereofof the Direct Claim, and but in any event within thirty (30) not later than 30 days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such the prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except if the right to indemnification shall have expired, and except only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such the failure. Such The notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) 30 days after its receipt of such the notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives 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, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable the information and assistance (including access to the Indemnified PartyClearance’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 (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) the 30 day period, the Indemnifying Party shall be deemed to have rejected such the claim, in which case the Indemnified Party shall be free to pursue such the remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim (i) On or before the last day of the applicable Survival Period, any Indemnified Party may deliver to the Indemnifying Party a certificate signed by any officer of the Indemnified Party (a "Notice of Claim"): (1) stating that an Indemnified Party for indemnification on account has incurred or paid, reserved or accrued, or reasonably anticipates that it may incur, pay, reserve or accrue, Loss (or that with respect to any Tax matters, that any Taxing Authority may raise such matter in audit of such party or its Representatives, which could give rise to Losses); and (2) stating the amount of such Losses (which, in the case of Losses not yet incurred, paid, reserved or accrued, may be the amount in good faith anticipated by the Indemnified Party to be incurred, paid, reserved or accrued). No delay in providing such Notice of Claim within the applicable Survival Period shall affect an Indemnified Party's rights hereunder, unless (and then only to the extent that) the Indemnifying Party is materially prejudiced thereby. (ii) In case of a Loss delivery of a Notice of Claim by a Buyer Indemnitee during the Escrow Period, a duplicate copy thereof shall be delivered to the Escrow Agent and for a period of fifteen (15) days after such delivery to the Escrow Agent the Escrow Agent shall make no payment pursuant hereto, unless the Escrow Agent shall have received written authorization from the Seller Designated Representative to make such delivery. After the expiration of such fifteen (15)-day period, the Escrow Agent shall make delivery of cash from the Escrow Fund to the Buyer Indemnitee to satisfy such claim; provided, however, that no such delivery may be made if and to the extent the Seller Designated Representative shall in good faith object in a written statement (which does not result statement shall set forth in reasonable detail the basis for such objection and the amount which the Seller Designated Representative objects to being claimed by the Buyer Indemnitee(s) in respect of the Notice of Claim) to any claim or claims made in the Notice of Claim, and such statement shall have been delivered to the Escrow Agent and to the Buyer prior to the expiration of such fifteen (15)-day period. (iii) If the Seller Designated Representative in good faith objects in writing to any claim or claims by Buyer Indemnitee(s) made in any Notice of Claim within fifteen (15) days from the date of Notice of Claim, the Buyer (by and on behalf of the Buyer Indemnitee(s)) and the Seller Designated Representative shall attempt in good faith for twenty (20) days after receipt of such written objection to resolve such objection. If they shall so agree, a Third Party written memorandum setting forth such agreement shall be prepared and signed by both parties and shall be binding upon the parties and the Buyer Indemnitee(s) shall be entitled to conclusively rely on any such memorandum and the agreed upon amount of Losses set forth in such memorandum. (iv) If no such agreement can be reached during the fifteen (15)-day period for good faith negotiation, either the Buyer Indemnitee or the Seller Designated Representative may bring suit in the competent courts having jurisdiction in accordance with Section 9.10 hereof to resolve the matter. The decision of a final non-appealable judgment or order as to the validity and amount of any claim in such Notice of Claim (a the “Direct ClaimIndemnification Judgment”) shall be asserted binding and conclusive upon the parties to this Agreement and the Buyer Indemnitee(s) shall be entitled to act in accordance with such Indemnification Judgment. (v) Notwithstanding the receipt of one or more objection notices from the Seller Designated Representative, the Escrow Agent will be authorized to disburse out of the Escrow Fund to the Buyer Indemnitee(s) such amounts specified in one or more Notices of Claim for which no objections have been timely received by it (regardless of whether such disbursal would reduce the value of the Escrow Fund to an amount less than the amount subject to objections which have been timely received by the Indemnified Party giving the Indemnifying Party prompt written notice thereof, and in any event within thirty Escrow Agent). (30vi) days after the discovery by the Indemnified Party Such portion of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall not, however, relieve Escrow Fund at the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, conclusion of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’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 (subject to the provisions of Section 5.18). If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies Escrow Period as may be available necessary to satisfy any unresolved or unsatisfied claims for Losses specified in any Notice of Claim or Third Party Claim delivered to the Indemnified Party on Seller Designated Representative and the terms and subject Escrow Agent prior to expiration of the Escrow Period shall remain in the Escrow Fund until such claims for Losses have been resolved or satisfied as set forth above. The remainder of the Escrow Fund, if any, shall be paid to the provisions Seller Designated Representative promptly after the expiration of this Agreementthe Escrow Period.

Direct Claims. Any Claim Action by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and but in any event within not later than thirty (30) days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failurefailure or otherwise materially prejudices the defense of such Direct Claim. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives Representative 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, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified PartySurviving Corporation’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 Representatives may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim Action by an Indemnified Party for indemnification on account of a Loss which that does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and but in any event within not later than thirty (30) days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party is prejudiced or forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party (i) shall describe the Direct Claim in reasonable detail, (ii) in the case of a Direct Claim by a Buyer Indemnitee, shall specify the applicable clause(s) of Section 8.02 under which such Buyer Indemnitee is claiming indemnification from Sellers and the applicable limitation provision(s) of Section 8.04 related thereto, and (iii) shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives 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, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’s Companies’ 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 (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.. 48 302010047 v18

Direct Claims. Any Claim Action or Proceeding by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and but in any event within not later than thirty (30) days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives 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, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified PartyCompany’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 (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) -day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim claim by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof, and in any event within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) 30 days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) -day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives to may, and the Indemnified Party shall permit them 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 . The Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified PartyCompany’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 Representatives may reasonably request (subject to the provisions of Section 5.18). If the Indemnifying Party does not so respond within such thirty (30) day periodrequest; provided, the Indemnifying Party shall be deemed to have rejected such claim, in which case the no Indemnified Party shall be free required to pursue disclose any information to the Indemnifying Party if such remedies as may be available disclosure would, in the Indemnified Party’s sole discretion: (i) cause significant competitive harm to the Indemnified Party on the terms or any of its Affiliates and subject their respective businesses; (ii) jeopardize any attorney-client or other privilege; or (iii) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the provisions date of this Agreement.

Direct Claims. Any Claim claim by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof, and in any event within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses Party’s defense is materially prejudiced by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may could reasonably be expected to be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) 20 days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) 20-day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives reasonable access 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, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including reasonable access to the Indemnified PartySurviving 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 Representatives may reasonably request (subject request; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to Parent, under the provisions supervision of Section 5.18)Parent’s personnel and in such a manner as not to interfere with the normal operations of Parent. If the Indemnifying Party does not so respond within such thirty (30) 20-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreementin accordance with Section 10.10.

Direct Claims. Any Claim by If an Indemnified Party believes in good faith that it is entitled to indemnification from the Indemnifying Party for indemnification on account of a Loss which does not result from a Losses unrelated to Third Party Claim Claims (a “Direct Claim”) shall be asserted by ), the Indemnified Party giving shall notify the Indemnifying Party prompt written notice thereofthereof in accordance with Section 10.1(g). If the Indemnifying Party disputes the Direct Claim, and in any event within thirty (30) days after the discovery by Indemnifying Party shall notify the Indemnified Party of such disagreement within 30 days after receiving the circumstances giving rise to such ClaimIndemnified Party’s notice of a claim. The failure to give such prompt written notice shall notThereupon, however, relieve the Indemnified Party and the Indemnifying Party will, during the 30 day period following delivery of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason Party’s notice of such failure. Such notice by the Indemnified Party shall describe dispute of the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by to the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice , negotiate in good faith to respond in writing resolve their differences with respect to such the Direct Claim. During If the dispute is not resolved within such thirty (30) 30 day period, the Indemnified Party shall allow and the Indemnifying Party and its Representatives shall discuss in good faith the submission of the dispute to investigate the matter or circumstance alleged to give rise to the Direct Claimmediation, and whether and to what extent any amount is payable in respect the absence of the Direct Claim, and an agreement by the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party to such mediation, such dispute shall be resolved in a state or any federal court sitting in the State of its professional advisors may reasonably request (subject Texas pursuant to the provisions of Section 5.18)12.3. If the Indemnifying Party does not so respond within such thirty (30) day period, notifies the Indemnified Party that the Indemnifying Party shall be deemed does not dispute the Direct Claim or fails to have rejected such claim, in which case notify the Indemnified Party shall within 30 days after receipt of notice of a Direct Claim by the Indemnifying Party that the Indemnifying Party disputes the Direct Claim, the Losses in the amount specified in such notice of such Direct Claim will be free to pursue such remedies as may be available to conclusively deemed a liability of the Indemnifying Party. Upon resolution of the dispute, by agreement of the Indemnified Party on and the terms and subject Indemnifying Party, mediation or litigation, or if the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party does not dispute the Direct Claim or fails to notify the provisions Indemnified Party within 30 days after receipt of this Agreementnotice of a Direct Claim by the Indemnifying Party that the Indemnifying Party disputes the Direct Claim, the final Direct Claim amount, if any, shall be paid by the Indemnifying Party within 30 days after resolution of such dispute.

Direct Claims. Any Claim by If an Indemnified Party shall desire to assert any claim for indemnification on account of a Loss which does not result from provided for under this Article 7 other than a Third Party Claim (a “Direct Claim”) shall be asserted by the ), such Indemnified Party giving shall promptly notify the Indemnifying Party prompt written notice thereofin writing of such Direct Claim, and describing in reasonable detail the specific provisions of this Agreement claimed to have been breached, the factual basis supporting the contention that such provisions were breached, the amount or the estimated amount of damages sought thereunder, any event within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall notother remedy sought thereunder, howeverany relevant time constraints relating thereto and, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the practicable, any other material details pertaining thereto (a “Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified PartyNotice”). The Indemnifying Party shall have a period of thirty (30) days after its receipt of such notice within which to respond in writing to such any Direct Claim. During such thirty (30) day periodClaim Notice, stating whether it disputes the existence or scope of an obligation to indemnify the Indemnified Party shall allow the Indemnifying Party and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’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 (subject to the provisions of Section 5.18)under this Article 7. If the Indemnifying Party does not so respond within such thirty (30) day periodperiod stating that the Indemnifying Party disputes its liability for such claim, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement. If the Indemnifying Party disputes all or any part of such claim, the Indemnified Party and the Indemnifying Party shall attempt in good faith for thirty (30) days to resolve such claim. If no such agreement can be reached through good faith negotiation within thirty (30) days, either the Indemnified Party or the Indemnifying Party may act to resolve such dispute in accordance with Section 9.4.

Direct Claims. Any Claim Action by an Indemnified Party for indemnification on account of a Loss which does Losses that do not result from a Third Party Claim (a “"Direct Claim”") shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof, and but in any event within thirty not later than ten (3010) days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses or is otherwise materially prejudiced by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof (including any statement of claim or demand notice) and shall indicate the estimated amount, if reasonably practicable, of the Loss Losses that has have been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) 30 days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives legal counsel 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, Claim and the Indemnified Party shall assist the Indemnifying Party’s 's investigation by giving such reasonable information and assistance (including access to the Indemnified Party’s '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 legal counsel may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) 30 day period, the Indemnifying Party shall be deemed to have rejected such claimDirect Claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim claim by an Indemnified Party for indemnification on account of a Loss which does not result results from a Third Party Claim claim by a party to this Agreement or Affiliate of a party to this Agreement (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof, thereof (and in any event within thirty forty-five (3045) days after from the discovery by time the Indemnified Party became aware of any matter or circumstance that is reasonably likely to give rise to a claim for indemnification under this Agreement) describing in reasonable detail, to the extent available, the facts constituting the basis for such Direct Claim, the specific basis for the claim for indemnification under Section 7.2 or Section 7.3, as applicable, and the amount, to the extent known, of the circumstances giving rise to such ClaimDirect Claim asserted. The failure Failure to give such prompt written notice of a Direct Claim shall not, however, relieve not affect the Indemnifying Party of its indemnification obligationsParty’s duties or obligations under Section 7.2 or Section 7.3, as applicable, except and only to the extent that that, as a result of such failure, the Indemnifying Party forfeits rights or defenses by reason was actually damaged as a result of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day 30)-day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives 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, Claim and the Indemnified Party shall assist the Indemnifying Party’s 's investigation by giving such reasonable information and assistance (including access to the Indemnified PartyCompany’s premises and personnel during normal business hours and the right to examine and copy any accounts, documents or recordsrecords without disrupting the Company’s normal operations) as the Indemnifying Party or any of its professional advisors may reasonably request (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond accept the applicable Direct Claim within such thirty (30) day 30)-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement. The Indemnifying Party shall promptly pay the Indemnified Party any amount due with respect to a Direct Claim that becomes a Payable Claim.

Direct Claims. Any Claim claim by an Indemnified Party for indemnification on account of a Loss Damages which does do not result from a Third Party Claim (such claim, a “Direct Claim”) shall be asserted by giving prompt written notification to Buyer (if the Buyer Indemnifying Parties are the Indemnifying Party) or the Seller (if the Seller is the Indemnifying Party), as applicable, of the commencement of any action, suit, proceeding or process relating to a Direct Claim for which indemnification may be sought; provided, that no delay on the part of the Indemnified Party giving the in notifying Buyer or Seller (as applicable) shall relieve such Indemnifying Party prompt written from any obligation under this ARTICLE 9, except to the extent (a) notice thereof, and in any event within thirty (30) days is delivered after the discovery by applicable survival period for such claim (in which case the Indemnified Party of the circumstances giving rise shall not be entitled to assert such Claim. The failure to give claim) or (b) such prompt written notice shall not, however, relieve delay actually prejudices the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failureParty. Such notice by the Indemnified Party Seller or Buyer, as applicable, shall describe the Direct Claim include a description in reasonable detaildetail (to the extent known by the Indemnified Party) of the facts constituting the basis for such Direct Claim, the provisions of this Agreement alleged to have been breached, the amount of the Damages claimed, and shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Partythereof. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the Indemnified Party shall allow Buyer (if the Buyer Indemnifying Parties are the Indemnifying Party Party) or the Seller (if the Seller is the Indemnifying Party), as applicable, and its Representatives 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 will, and will cause its Affiliates to, assist and cooperate in Buyer’s (if the Buyer Indemnifying Parties are the Indemnifying Party) or the Seller’s (if the Seller is the Indemnifying Party) investigation by giving such providing reasonable information and assistance (including access to documents, assets, properties, books, and records reasonably requested by Buyer (if the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or records) as Buyer Indemnifying Parties are the Indemnifying Party Party) or any of its professional advisors may reasonably request the Seller (subject to if the provisions of Section 5.18). If Seller is the Indemnifying Party does not so respond within such thirty (30) day periodParty), and will make available all officers, directors, and employees reasonably requested by Buyer or the Indemnifying Party shall be deemed to have rejected such claimSeller, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreementapplicable.

Direct Claims. Any Claim Action by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and but in any event within not later than thirty (30) days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits suffers a loss or limitation of rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party and specifying the basis hereunder upon which the Indemnified Party’s claim for indemnification is asserted. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives 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, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified PartyCompany’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 (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such claim. In any event, in which case if the parties do not agree, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim by an (a) If the Indemnified Party for indemnification on account asserts the existence of a Loss which does claim giving rise to Losses that is not result from a Third Party Person Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof, and in any event within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period), the Indemnified Party shall allow deliver a Claim Notice with respect thereto to the Indemnifying Party. If the Company, as an Indemnified Party hereunder, suffers an indemnifiable Loss, the Party that is not responsible for such Loss is hereby granted all power and authority to cause the Company to bring a Direct Claim and make decisions on behalf of the Company as an Indemnified Party hereunder. (b) A Claim Notice delivered in connection with a Direct Claim shall state that it is being given pursuant to this Section 10.5 and shall specify the nature and, if known, the amount of the Losses associated therewith. If the Indemnifying Party, within 30 days after the receipt of such Claim Notice from the Indemnified Party, shall not give written notice to the Indemnified Party stating the Indemnifying Party’s intent to contest such Direct Claim, the Indemnified Party’s assertion shall be deemed accepted and the amount of such Direct Claim shall be deemed a valid Direct Claim. (c) If, however, the Indemnifying Party and its Representatives to investigate contests such Direct Claim by giving written notice, setting forth in reasonable detail the matter or circumstance alleged to give rise to basis for contesting the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct ClaimIndemnified Party within such 30-day period, then the Indemnifying Party and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving negotiate in good faith to reach agreement regarding such reasonable information and assistance (including access to the Indemnified Party’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 (subject to the provisions of Section 5.18)Direct Claim. If the Indemnifying Party does and the Indemnified Party cannot so respond reach an agreement regarding such Direct Claim within 30 days after the notice contesting such thirty (30) day periodDirect Claim provided by the Indemnifying Party has been received by the Indemnified Party, the Indemnifying Party shall be deemed to have rejected such claimDirect Claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. (i) Any Claim claim or claims under this Agreement or the Shareholder Letters may be made jointly by an Indemnified Party the Merger Purchaser and the Surviving Corporation or by NewCo. In the event any claim or claims are asserted, if either the Merger Purchaser and the Surviving Corporation or NewCo are not a party to the assertion of the claim, then the party or parties making claim or claims shall also notify the other party (the Merger Purchaser and the Surviving Corporation or NewCo, as the case may be) at the time it makes its or their claim or claims under this Agreement or the Shareholder Letters, and the party so notified shall become a party in interest to the resolution of such claim or claims and shall be bound by any resolution of the claim unless such party has incurred separate Damages therefrom, in which case such party shall be entitled to a separate resolution regarding the amount of its Damages. Claims made by the Shareholders shall be made by and through the Shareholder Representatives. In the event of any claim for indemnification on account of under this Article 11 other than a Loss which does not result from a Third Party Claim third-party claim under Section 11.6(a) hereof, the indemnified party shall give written notice thereof (a “Direct ClaimClaim Notice”) shall be asserted by to the Indemnified Party giving the Indemnifying Party prompt written notice indemnifying party within forty-five (45) days after obtaining actual knowledge thereof, stating the nature and basis of such claim for indemnification and the amount thereof, in any event reasonable detail. Failure to provide such Direct Claim Notice within such forty-five (45) day period shall not act as a waiver of the indemnified party’s rights with respect to such claim for indemnification unless, and only to the extent that, such failure adversely affects the indemnifying party’s ability to defend against, reduce or eliminate Damages arising out of such claim. (ii) After delivery of a Direct Claim Notice by an indemnified party, the indemnified party and the indemnifying party shall then meet in an attempt to agree upon a resolution of the claim to which such Direct Claim Notice relates. If the indemnified party and the indemnifying party have not resolved such claim within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent date that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detailNotice is delivered, shall include copies of all material written evidence thereof and shall indicate then prior to the estimated amount, if reasonably practicable, expiration of the Loss that has been or may be sustained by applicable Survival Period, the Indemnified Party. The Indemnifying Party indemnified party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’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 (subject submit such claim for resolution pursuant to binding arbitration in accordance with the provisions of Section 5.18). If 12.1 hereof, or if the Indemnifying Party does not so respond within such thirty (30) day periodSurvival Period has then expired, the Indemnifying Party indemnified party shall be deemed have the right to have rejected pursue any and all other remedies available at law or in equity with respect to such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim by an Indemnified Party A claim for indemnification on account of for any matter not involving a Loss which does not result from a Third Third-Party Claim Proceeding (a “Direct Claim”) shall must be asserted by written notice to Buyer, if indemnification is sought against Buyer, or to Sellers’ Representative, if indemnification is sought against any Seller: (i) describing in reasonable detail the Indemnified Party giving nature of and the underlying basis for, such Direct Claim; (ii) stating the estimated amount thereof (if then reasonably quantifiable) and describing in reasonable detail the basis on which such amount was calculated; and (iii) identifying the provisions of this Agreement upon which such Direct Claim is based. An Indemnifying Party prompt written notice thereof, and in any event within thirty (30) days after the discovery by the Indemnified Party of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall will have thirty (30) 30 days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall will allow the Indemnifying Party and its Representatives 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, Claim and the Indemnified Party shall will assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Partyeach 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 (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) 30 day period, the Indemnifying Party shall will be deemed to have rejected such claim, in which case the Indemnified Party shall will be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim by an In the event that the Indemnified Party for indemnification on account of has a Loss which Claim, including an Indemnity Claim hereunder, that does not result from involve a Third Party Claim (Claim, or knowledge of facts that could give rise to such a “Direct Claim”) shall be asserted by , the Indemnified Party giving shall transmit to the Indemnifying Party prompt a written notice thereof(the “Direct Claim Notice”) describing in reasonable detail the nature of the Claim, the amount or the good faith estimated amount thereof to the extent then practicable, and in any event the basis for the request for indemnification under this Agreement. Notwithstanding the foregoing, the failure of the Indemnified Party to provide a Direct Claim Notice shall not relieve the Indemnifying Party of its indemnity obligations, except to the extent such failure prejudices the Indemnifying Party or to the extent such Direct Claim Notice is not timely pursuant to Section 7.5 hereof. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after the discovery by the Indemnified Party delivery of the circumstances giving rise to Direct Claim Notice that it disputes such Indemnity Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnity Claims specified in the Direct Claim Notice will be deemed payable by the Indemnifying Party of its indemnification obligations, except and only to the extent that hereunder. If the Indemnifying Party forfeits rights or defenses by reason of has timely disputed such failure. Such notice by Indemnity Claim, the Indemnified Party Parties shall describe the Direct Claim negotiate in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such good faith for a thirty (30) day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect period after receipt of the Direct Claim Notice to resolve such Indemnity Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’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 (subject to the provisions of Section 5.18). If the Indemnifying Party does not so respond no resolution is reached within such thirty (30) day period, the Indemnifying Party dispute regarding the Indemnity Claim shall be deemed to have rejected such claimresolved by litigation in a court of competent jurisdiction. Notwithstanding any of the foregoing, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to (i) the provisions of this AgreementSection 7.4 shall have no effect on the right of any party to seek injunctive or other equitable remedy and the provisions of this Section 7.4 shall have no application in such instance and (ii) the provisions of this Section 7.4 shall have no effect on Buyer’s right to exercise its rights of set off under the express terms of the Note.

Direct Claims. Any Claim Action by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall will be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and but in any event within not later than thirty (30) days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such prompt written notice shall will not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses or is otherwise prejudiced by reason of such failure. Such notice by the Indemnified Party shall will describe the Direct Claim in reasonable detail, shall will include copies of all material written evidence thereof and shall will indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall will have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall will allow the Indemnifying Party and its Representatives 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, Claim and the Indemnified Party shall will assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified PartyCompany’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 (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so AGREEMENT AND PLAN OF MERGER AND REORGANIZATION respond within such thirty (30) day period, the Indemnifying Party shall will be deemed to have rejected such claim, in which case the Indemnified Party shall will be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim Action by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Party Claim and for which indemnification may be sought pursuant to this Agreement (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and but in any event within not later than thirty (30) days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives 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, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’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 (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected accepted such claim, in which case the Indemnified Party shall be free entitled to pursue indemnification for such remedies as may be available to the Indemnified Party Direct Claim on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim by an Indemnified In the event of any Indemnitee should have a claim under this Article XIV against any Indemnifying Party for indemnification on account of a Loss which that does not result from involve a Third Party Claim (a “"Direct Claim”"), the Indemnitee shall deliver a written notification of an Indemnifiable Loss under this Article XIV specifying the nature of and basis for such claim, together with the amount or, if not then reasonably ascertainable, the estimated amount, determined in good faith, of such Indemnifiable Loss (an "Indemnity Notice") shall be asserted by the Indemnified Party giving with reasonable promptness to the Indemnifying Party prompt written notice thereofand, and in any event event, within the time period referred to in Section 14.1(g). So long as Indemnitee provides the Indemnity Notice within the time period referred to in Section 14.1(g), the failure by any Indemnitee to give the Indemnifying Notice shall not impair such party's rights hereunder except to the extent that an Indemnifying Party demonstrates that it has been irreparably prejudiced thereby or if the Indemnity Notice is not given. If the Indemnifying Party notifies the Indemnitee that it does not dispute the Indemnifiable Loss described in such Indemnity Notice or fails to notify the Indemnitee within thirty (30) calendar days after the discovery following receipt by the Indemnified Party an Indemnifying party of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall not, however, relieve an Indemnity Notice whether the Indemnifying Party disputes the Indemnifiable Loss described in such Indemnity Notice, the Indemnifiable Loss in the amount specified in the Indemnity Notice will be conclusively deemed a liability of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by under Article XIV and the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt pay the amount of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives to investigate the matter or circumstance alleged to give rise Indemnifiable Loss 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 reasonable information and assistance (including access to the Indemnified Party’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 (subject to the provisions of Section 5.18)Indemnitee on demand. If the Indemnifying Party does not so respond within has timely disputed its liability with respect to such thirty (30) day periodIndemnifiable Loss, the Indemnifying Party and the Indemnitee will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within the period ending sixty (60) calendar days following receipt by the Indemnifying Party of the Indemnity Notice, such dispute shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions resolved by a court of this Agreementcompetent jurisdiction.

Direct Claims. Any Claim by an Indemnified Party for indemnification on account (a) Following receipt of notice of a Loss which does not result from a Third Direct Claim under Section 8.5(a) the Indemnifying Party has 10 Business Days to investigate the Direct Claim (a “Direct Claim”) and respond in writing. For purposes of the investigation, the Indemnified Person shall be asserted make available to the Indemnifying Party or its Representatives the information relied upon by the Indemnified Party giving Person to substantiate the Direct Claim, together with such other information as the Indemnifying Party prompt written notice thereof, and in any event within thirty or its Representatives may reasonably request. (30b) days after the discovery by the Indemnified Party of the circumstances giving rise to such Claim. The failure to give such prompt written notice shall not, however, relieve If the Indemnifying Party disputes the validity or amount of its indemnification obligationsthe Direct Claim, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason shall provide notice of such failurethe dispute to the Indemnified Person within the 10-Business Day period specified in Section 8.6(a). Such The dispute notice must describe in reasonable detail the nature of the Indemnifying Party's dispute. During the 10-Business Day period immediately following receipt of a dispute notice by the Indemnified Indemnifying Party, the Indemnifying Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified PartyPerson shall attempt in good faith to resolve the dispute. The If the Indemnifying Party shall have thirty (30) days after its receipt of such notice and the Indemnified Person fail to resolve the dispute within that 10-Business Day period, the Indemnified Person is free to pursue all rights and remedies available to it, subject to this Agreement. If the Indemnifying Party fails to respond in writing to such the Direct Claim. During such thirty (30) day periodClaim within the 10-Business Day period specified in Section 8.6(a), the Indemnified Party shall allow the Indemnifying Party and its Representatives is deemed to investigate the matter or circumstance alleged to give rise to have rejected the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and which event the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to the Indemnified Party’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 (subject to the provisions of Section 5.18). If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be Person is free to pursue such all rights and remedies as may be available to the Indemnified Party on the terms and it, subject to the provisions of this Agreement. (c) Nothing in this Section 8.6 shall prevent the Indemnified Person from pursuing any right or remedy immediately if failing to do so would prejudice the Indemnified Person.

Direct Claims. Any Claim Action by an Indemnified Party for indemnification on account of a Loss which does not result from a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, and but in any event within thirty not later than sixty (3060) days after the discovery by the Indemnified Party becomes aware of the circumstances giving rise to such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason or is materially prejudiced as a result of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include include, if practicable, copies of all material written evidence thereof in the possession of the Indemnified Party, and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the The Indemnified Party shall allow the Indemnifying Party and its Representatives 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, Claim and the Indemnified Party shall assist the Indemnifying Party’s 's investigation by giving such reasonable information and assistance (including access to the Indemnified Party’s 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 (subject to the provisions of Section 5.18)request. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claims. Any Claim by In the event that any Person entitled to indemnification under this Agreement (an “Indemnified Party Party”) has a claim for indemnification on account of a Loss which does for any matter not result from involving a Third Party Claim (a “Direct Claim”), such Indemnified Party may assert such Direct Claim by giving written notice (a “Direct Claim Indemnification Notice”) shall be asserted by to the Person required to provide indemnification of the Indemnified Party giving the under this Agreement (an “Indemnifying Party prompt written notice thereof, and Party”) in any event within thirty (30) days after the discovery by the Indemnified Party accordance with Section 11.2. The Direct Claim Indemnification Notice shall contain an estimate of the circumstances giving rise amount of the Losses attributable to such Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except Direct Claim and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe in reasonable detail the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance (including access to basis of the Indemnified Party’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 (subject to the provisions of Section 5.18)for indemnification under this Agreement. If the Indemnifying Party does not so respond notify the Indemnified Party in writing within such thirty (30) day perioddays from its receipt of the Direct Claim Indemnification Notice that the Indemnifying Party disputes such Direct Claim (a “Direct Claim Indemnification Dispute Notice”), the Direct Claim specified by the Indemnified Party in the Direct Claim Indemnification Notice will be conclusively deemed an accepted, final and binding liability of the Indemnifying Party hereunder (such claim, an “Agreed Claim”), and the Indemnifying Party shall be deemed to have rejected such claim, in which case pay the Indemnified Party shall be free for such Losses (subject to pursue and in accordance with the terms of this Agreement, including Section 8.5), within five (5) business days. If the Indemnifying Party has timely disputed such remedies Direct Claim, as may be available to provided above, and the Indemnified Party on and Indemnifying Party have not resolved the dispute within fifteen (15) days after the Indemnified Party’s receipt of the Direct Claim Indemnification Dispute Notice, then the parties may pursue all available legal remedies. In the event that Seller disputes a Direct Claim made by Purchaser, but such dispute is resolved within fifteen (15) days after Purchaser’s receipt of the Direct Claim Indemnification Dispute Notice, then such Direct Claim shall be treated as an Agreed Claim, and the Indemnifying Party shall pay the Indemnified Party for such Losses (subject to and in accordance with the terms and subject to the provisions of this Agreement, including Section 8.5), within five (5) business days.