Common use of Indemnification Claim Procedure Clause in Contracts

Indemnification Claim Procedure. Except as provided in Section 8.4.2 with respect to Third Party claims, in the event of a claim made by a Purchaser Indemnitee or a Seller Indemnitee (the “Indemnified Party”), the Indemnified Party shall give reasonably prompt written notice to the other Party (the “Indemnifying Party”), which notice (an “Indemnification Certificate”) shall: (a) state that the Indemnified Party has paid or properly accrued or in good faith anticipates that it will have to pay or accrue Losses that are subject to indemnification by the Indemnifying Party pursuant to Section 8.3.1 or Section 8.3.2, as applicable; and (b) specify in reasonable detail the facts and circumstances supporting the Indemnified Party’s claim for indemnification (to the extent known) and contain a non-binding preliminary, good faith estimate of the amount to which the Indemnified Party claims to be entitled (to the extent known); provided, however, that the failure to give reasonably prompt notice shall not relieve the applicable Indemnifying Party of its indemnification obligations under this Agreement except to the extent that the Indemnifying Party is materially prejudiced by any delay in receiving such notice. In the event that the Indemnifying Party agrees to or is determined to have an obligation to indemnify or reimburse the Indemnified Party for Losses as provided in this ARTICLE 8, the Indemnifying Party shall, subject to the provisions of this Section 8.4.1, promptly (but in any event, within thirty (30) days of receipt of the Indemnification Certificate) pay such amount to the Indemnified Party by wire transfer of immediately available funds to the account specified in writing by the Indemnified Party. If the Indemnifying Party objects to all or a portion of the Indemnified Party’s claim made in the Indemnification Certificate, the Indemnifying Party will notify the Indemnified Party of such objection by delivering a written statement (the “Objection Notice”) to the Indemnifying Party within sixty (60) days following receipt of the Indemnification Certificate (the “Response Period”). The Objection Notice shall indicate whether the Indemnifying Party objects to all or only a portion of the claim specified in the Indemnification Certificate and shall specify in reasonable detail the facts and circumstances supporting the Indemnifying Party’s basis and reasons for such objection. An Indemnifying Party’s failure to deliver an Objection Notice in accordance with the provisions of this Section 8.4.1 within the Response Period to any claim set forth in an Indemnification Certificate shall be deemed to be the Indemnifying Party’s acceptance of, and waiver of any objections to, such claim and the Indemnifying Party shall be deemed to have agreed that an amount equal to the full claimed amount specified in the Indemnification Certificate is owed to the Indemnified Party. If the Indemnifying Party in its Objection Notice objects only to a portion of the claim set forth in the Indemnification Certificate (the amount of Losses claimed in the Indemnification Certificate to which the Indemnifying Party does not object shall be referred to herein as the “Agreed Amount”), then such Indemnifying Party shall, within ten (10) Business Days following the delivery of such Objection Notice pay the Agreed Amount to the Indemnified Party. If an Indemnifying Party shall provide Objection Notice in accordance with the provisions of this Section 8.4.1, the Indemnifying Party and the Indemnified Party shall attempt in good faith for a period of twenty (20) days following the Indemnified Party’s receipt of the Objection Notice to agree upon the rights of the respective parties with respect to each of such claims. If no such agreement can be reached after such twenty (20)-day period of good faith negotiation, either the Indemnifying Party or the Indemnified Party may initiate Litigation for purposes of having the matter settled in accordance with the terms of this Agreement.

Indemnification Claim Procedure. Except as provided in Section 8.4.2 with respect to Third (a) If any Party claims, in the event of asserting a claim made by a Purchaser Indemnitee or a Seller Indemnitee for indemnification (the an “Indemnified Party”) shall desire to assert any claim for indemnification provided for under this Article 11 in respect of, arising out of or involving a claim or demand made by any Person (other than a Party) against an Indemnified Party (a “Third Party Claim”), the such Indemnified Party shall give reasonably prompt written notice notify the Party or Parties alleged to the other Party be obligated to indemnify (the “Indemnifying Party”)) in writing of such Third Party Claim, which notice (an “Indemnification Certificate”) shall: (a) state that the Indemnified Party has paid or properly accrued or in good faith anticipates that it will have to pay or accrue Losses that are subject to indemnification by the Indemnifying Party pursuant to Section 8.3.1 or Section 8.3.2, as applicable; and (b) specify describing in reasonable detail the facts and circumstances supporting amount or the Indemnified Party’s claim for indemnification (estimated amount of Claims sought thereunder, any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent knownpracticable, any other material details pertaining thereto (a “Third Party Claim Notice”) and contain a non-binding preliminary, good faith estimate promptly after receipt by such Indemnified Party of written notice of the amount to which the Indemnified Third Party claims to be entitled (to the extent known)Claim; provided, however, that the any failure to give reasonably prompt notice provide or delay in providing a Third Party Claim Notice shall not relieve affect the applicable Indemnifying Party of its indemnification obligations under this Agreement provided hereunder except to the extent that the Indemnifying Party is materially prejudiced by any delay in receiving such notice. In the event that the Indemnifying Party agrees to or is determined to have an obligation to indemnify or reimburse the Indemnified Party for Losses as provided in this ARTICLE 8, the Indemnifying Party shall, subject to the provisions of this Section 8.4.1, promptly (but in any event, within thirty (30) days of receipt of the Indemnification Certificate) pay such amount to the Indemnified Party by wire transfer of immediately available funds to the account specified in writing by the Indemnified Party. If the Indemnifying Party objects to all or a portion of the Indemnified Party’s claim made in the Indemnification Certificate, the Indemnifying Party will notify the Indemnified Party of such objection by delivering a written statement (the “Objection Notice”) to the Indemnifying Party within sixty (60) days following receipt of the Indemnification Certificate (the “Response Period”). The Objection Notice shall indicate whether the Indemnifying Party objects to all or only a portion of the claim specified in the Indemnification Certificate and shall specify in reasonable detail the facts and circumstances supporting the Indemnifying Party’s basis and reasons for such objection. An Indemnifying Party’s failure to deliver an Objection Notice in accordance with the provisions of this Section 8.4.1 within the Response Period to any claim set forth in an Indemnification Certificate shall be deemed to be the Indemnifying Party’s acceptance of, and waiver of any objections to, such claim and the Indemnifying Party shall be deemed to have agreed that an amount equal to the full claimed amount specified in the Indemnification Certificate is owed to the Indemnified Party. If the Indemnifying Party in its Objection Notice objects only to been actually prejudiced as a portion of the claim set forth in the Indemnification Certificate (the amount of Losses claimed in the Indemnification Certificate to which the Indemnifying Party does not object shall be referred to herein as the “Agreed Amount”), then such Indemnifying Party shall, within ten (10) Business Days following the delivery result of such Objection Notice pay failure or delay. To the Agreed Amount to the Indemnified Party. If an Indemnifying Party shall provide Objection Notice in accordance with the provisions of this Section 8.4.1extent permitted by applicable Law, the Indemnifying Party and the Indemnified Party shall attempt in good faith for a period of twenty (20) days following deliver to the Indemnifying Party, promptly after the Indemnified Party’s receipt thereof, copies of the Objection Notice to agree upon the rights of the respective parties with respect to each of such claims. If no such agreement can be reached after such twenty all notices and documents (20)-day period of good faith negotiation, either the Indemnifying Party or including court papers) received by the Indemnified Party may initiate Litigation for purposes relating to the Third Party Claim; provided, however, that any failure to deliver or delay in delivering such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party’s ability to defend such claim shall have been actually prejudiced as a result of having the matter settled in accordance with the terms of this Agreementsuch failure or delay.

Indemnification Claim Procedure. Except as provided in Section 8.4.2 7.2.2 with respect to Third Party claims, in the event of a claim made by a Purchaser Buyer Indemnitee or a Seller Indemnitee (the “Indemnified Party”), the Indemnified Party shall give reasonably prompt written notice to the other Party (the “Indemnifying Party”), which notice (an “Indemnification Certificate”) shall: (a) state that the Indemnified Party has paid or properly accrued or in good faith reasonably anticipates that it will have to pay or accrue having Losses that are subject to indemnification by the Indemnifying Party pursuant to Section 8.3.1 7.1.1 or Section 8.3.27.1.2, as applicable; , and (b) specify in reasonable detail the facts individual items and circumstances supporting amounts of such Losses, the approximate date each such item arose, or the basis for such anticipated Loss, and a description of the basis of such Indemnified Party’s claim for indemnification (to the extent known) and contain a non-binding preliminary, good faith estimate of the amount to which the Indemnified Party claims to be entitled (to the extent known)indemnification; provided, however, that the failure to give reasonably prompt notice shall not relieve the applicable Indemnifying Party of its indemnification obligations under this Agreement except to the extent that the Indemnifying Party is materially prejudiced by any delay in receiving such notice. In the event that the Indemnifying Party agrees to or is determined to have an obligation to indemnify or reimburse the Indemnified Party for Losses as provided in this ARTICLE 8Article 7, the Indemnifying Party shall, subject to the provisions of this Section 8.4.17.3, promptly (but but, in any event, within thirty (30) days of receipt of the Indemnification Certificate30 days) pay such amount to the Indemnified Party by wire transfer of immediately available funds to the account specified in writing by the Indemnified Party. If the The Indemnifying Party may defer making such payment if it objects in a written statement to all or a portion of the Indemnified Party’s claim made in the Indemnification Certificate, the Indemnifying Party will notify the Indemnified Party of Certificate and delivers such objection by delivering a written statement (the “Objection Notice”) to the Indemnifying Party within sixty (60) days following receipt prior to the expiration of the Indemnification Certificate (the “Response Period”). The Objection Notice shall indicate whether the Indemnifying Party objects to all or only a portion of the claim specified in the Indemnification Certificate and shall specify in reasonable detail the facts and circumstances supporting the Indemnifying Party’s basis and reasons for such objection30-day period. An Indemnifying Party’s failure to deliver an Objection Notice in accordance with the provisions of this Section 8.4.1 object within the Response Period such 30-day period to any claim set forth in an Indemnification Certificate shall be deemed to be the Indemnifying Party’s acceptance of, and waiver of any objections to, such claim and the Indemnifying Party shall be deemed to have agreed that an amount equal to the full claimed amount specified in the Indemnification Certificate is owed to the Indemnified Party. If the Indemnifying Party in its Objection Notice objects only to a portion of the claim set forth in the Indemnification Certificate (the amount of Losses claimed in the Indemnification Certificate to which the Indemnifying Party does not object shall be referred to herein as the “Agreed Amount”), then such Indemnifying Party shall, within ten (10) Business Days following the delivery of such Objection Notice pay the Agreed Amount to the Indemnified Partyclaim. If an Indemnifying Party shall provide Objection Notice so object in accordance with the provisions of this Section 8.4.1writing to any claim or claims made in any Indemnification Certificate, the Indemnifying Party and the Indemnified Party shall attempt in good faith for a period of twenty (20) 20 days following the Indemnified Party’s receipt of the Objection Notice such objection notice to agree upon the respective rights of the respective parties with respect to each of such claims. If no such agreement can be reached after such twenty (20)-day 20-day period of good faith negotiation, either the Indemnifying Party or the Indemnified Party may initiate Litigation for purposes of having the matter settled in accordance with the terms of this Agreement.

Indemnification Claim Procedure. Except If any Indemnitee has or reasonably believes it has incurred or suffered, or reasonably believes that it is reasonably likely to incur or suffer, Damages for which it is or will be entitled to be held harmless, indemnified, compensated or reimbursed under Section 9 or for which it is or will be entitled to a monetary remedy (such as provided in Section 8.4.2 with respect to Third Party claims, in the event case of a claim made based on Fraudulent breach of a representation or warranty herein by a Purchaser Indemnitee or a Seller Indemnitee (on behalf of the “Indemnified Party”Company), the Indemnified Party shall give reasonably prompt written such Indemnitee may deliver a notice of claim (a “Notice of Claim”) to the other Party (Securityholders’ Agent. Each Notice of Claim shall state the “Indemnifying Party”), which notice (an “Indemnification Certificate”) shall: (a) state that basis for such claim and each Indemnitee shall make available to the Indemnified Party has paid Securityholders’ Agent any documents and materials in such Indemnitee’s possession or properly accrued or in good faith anticipates that it will have to pay or accrue Losses that are subject to indemnification by the Indemnifying Party pursuant to Section 8.3.1 or Section 8.3.2, as applicable; and (b) specify in reasonable detail the facts and circumstances control supporting the Indemnified Party’s claim for indemnification (to claims set forth in the extent known) and contain a non-binding preliminary, good faith estimate Notice of the amount to which the Indemnified Party claims to be entitled (to the extent known); provided, however, that the failure to give reasonably prompt notice shall not relieve the applicable Indemnifying Party of its indemnification obligations under this Agreement except to the extent that the Indemnifying Party is materially prejudiced by any delay in receiving such noticeClaim. In the event that the Indemnifying Party agrees to or is determined to have an obligation to indemnify or reimburse Securityholders’ Agent does not notify the Indemnified Party for Losses as provided in this ARTICLE 8, the Indemnifying Party shall, subject to the provisions of this Section 8.4.1, promptly (but in any event, Indemnitee within thirty (30) days of following its receipt of a Notice of Claim that the Indemnification CertificateSecurityholders’ Agent (on behalf of the Effective Time Holders) pay such amount disputes the liability of the Effective Time Holders to the Indemnified Party by wire transfer of immediately available funds to Indemnitee under this Section 9 or the account specified in writing by the Indemnified Party. If the Indemnifying Party objects to all or a portion of the Indemnified Party’s claim made in the Indemnification Certificateamount thereof, the Indemnifying Party will notify the Indemnified Party of such objection by delivering a written statement (the “Objection Notice”) to the Indemnifying Party within sixty (60) days following receipt of the Indemnification Certificate (the “Response Period”). The Objection Notice shall indicate whether the Indemnifying Party objects to all or only a portion of the claim specified in such Notice of Claim shall be conclusively deemed a liability of the Indemnification Certificate Effective Time Holders under this Section 9, and shall specify Parent may claim from the Escrow Amount or, to the extent the remaining funds in reasonable detail the facts Escrow Amount are insufficient to cover the amount of such claim and circumstances supporting such claim is not subject to the Indemnifying Party’s basis and reasons for such objection. An Indemnifying Party’s failure to deliver an Objection Notice limitations set forth in Section 9.3(c) in accordance with Section 9.3(d), the provisions Effective Time Holders shall pay the amount of this Section 8.4.1 within such liability to the Response Period to any claim set forth Indemnitee on demand or, in an Indemnification Certificate shall be deemed to be the Indemnifying Party’s acceptance of, and waiver case of any objections to, such notice in which the amount of the claim and the Indemnifying Party shall be deemed to have agreed that an amount equal to the full claimed amount specified in the Indemnification Certificate is owed to the Indemnified Party. If the Indemnifying Party in its Objection Notice objects only to a (or any portion of the claim set forth in the Indemnification Certificate (claim) is estimated, on such later date when the amount of Losses claimed in such claim (or such portion of such claim) becomes finally determined. In the Indemnification Certificate event the Securityholders’ Agent has timely disputed the liability of the Effective Time Holders (a “Claim Objection”) with respect to which such claim as provided above, as promptly as possible, such Indemnitee and the Indemnifying Party does not object Securityholders’ Agent shall establish the merits and amount of such claim (by mutual agreement, litigation, arbitration or otherwise) and if an agreement is reached, a memorandum setting forth such agreement shall be referred prepared and signed by both parties and shall be furnished to herein the Escrow Agent. If such Indemnitee and the Securityholders’ Agent do not reach an agreement as to the “Agreed Amount”)merits and amount of such claim within thirty (30) days immediately after the date such Claim Objection is delivered to Parent, then either Parent or the Company (or the Securityholders’ Agent after the Effective Time) may demand arbitration of the matter unless the amount of the damage or loss is at issue in pending litigation or arbitration with a third party, in which event arbitration shall not be commenced until such Indemnifying Party amount is ascertained or both parties agree to arbitration. Any arbitration requested pursuant to this Section 9.6 shall be settled by arbitration conducted by three (3) arbitrators. Parent and the Company (or the Securityholders’ Agent after the Effective Time) shall each select one (1) arbitrator, and the two (2) arbitrators so selected shall select a third arbitrator. The arbitrator shall, within ten (10) Business Days following after the delivery last day of any hearings on any motion, issue a definitive ruling on such Objection Notice pay the Agreed Amount to the Indemnified Partymotion. If an Indemnifying Party The arbitrator shall provide Objection Notice in accordance with the provisions of this Section 8.4.1also, the Indemnifying Party and the Indemnified Party shall attempt in good faith for a period of within twenty (20) days following Business Days from the Indemnified Party’s receipt last day of any hearings regarding the imposition of sanctions or the issuance of any awards, issue a definitive ruling on the imposition of any such sanctions or the issuance of any such award in such arbitration. The arbitrator shall also establish procedures designed to reduce the cost and time for discovery, while allowing the parties a reasonable opportunity, adequate in the sole judgment of the Objection Notice arbitrator, to agree discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys’ fees and costs, to the same extent as a court of competent law or equity, should the arbitrator determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator, or a majority of the three (3) arbitrators, as applicable, shall be binding and conclusive upon the rights of parties to this Agreement, and the respective parties with respect Escrow Agent shall be entitled to each of such claims. If no such agreement can be reached after such twenty (20)-day period of good faith negotiation, either the Indemnifying Party or the Indemnified Party may initiate Litigation for purposes of having the matter settled act in accordance with such decision and make or withhold payments out of the terms Escrow Fund in accordance therewith. Such decision shall be written and shall be supported by written findings of this Agreementfact and conclusions, which shall set forth the award, judgment, decree or order awarded by the arbitrator. Judgment upon any award rendered by the arbitrator may be entered in any court having jurisdiction. Any such arbitration shall be held in Wilmington, Delaware, under the rules then in effect of the American Arbitration Association.

Indemnification Claim Procedure. Except If any Buyer Indemnified Party or Seller Indemnified Party, as provided in Section 8.4.2 with respect to Third Party claimsapplicable, in the event of a claim made by a Purchaser Indemnitee or a Seller Indemnitee such capacity (the “Indemnified Party”), learns of any matter that it believes will entitle the Indemnified Party shall give reasonably prompt written notice to indemnification from any of the other Party Sellers or Buyer, as applicable, in such capacity (the “Indemnifying Party”)) under this Article IX, which notice (an “Indemnification Certificate”) shall: (a) state that the Indemnified Party has paid or properly accrued or in good faith anticipates that it will have shall provide to pay or accrue Losses that are subject to indemnification by the Indemnifying Party pursuant to Section 8.3.1 or Section 8.3.2, as applicable; and (b) specify notice describing the matter in reasonable detail detail, including the facts and circumstances supporting nature of the Indemnified Party’s claim claim, the basis for the indemnification (obligation and, to the extent known) and contain reasonably estimable, the estimated Losses resulting therefrom (a non-binding preliminary, good faith estimate “Notice of the amount to which the Indemnified Party claims to be entitled (to the extent knownClaim”); provided, however, that the failure to give reasonably prompt notice shall not relieve the applicable . The Indemnifying Party of its indemnification obligations under this Agreement except to the extent that the Indemnifying Party is materially prejudiced by any delay in receiving such notice. In the event that the Indemnifying Party agrees to or is determined to shall have an obligation to indemnify or reimburse the Indemnified Party for Losses as provided in this ARTICLE 8, the Indemnifying Party shall, subject to the provisions of this Section 8.4.1, promptly ten (but in any event, within thirty (3010) days of after its receipt of the Indemnification CertificateNotice of Claim to respond to the claim(s) pay such amount described therein in a written notice to the Indemnified Party by wire transfer of immediately available funds (a “Dispute Notice”) setting forth, in reasonable detail, the Indemnifying Party’s objection(s) to the account specified in writing by the Indemnified Partyclaim(s) and its bases for such objection(s). If the Indemnifying Party objects fails to all or provide a portion of the Indemnified Party’s claim made in the Indemnification CertificateDispute Notice with such time period, the Indemnifying Party will notify be deemed to have conceded the Indemnified Party claim(s) set forth in the Notice of such objection by delivering a written statement (the “Objection Notice”) to Claim. If the Indemnifying Party within sixty (60) days following receipt does not dispute, in its Dispute Notice, all of the Indemnification Certificate (the “Response Period”). The Objection Notice shall indicate whether the Indemnifying Party objects to all or only a portion of the claim specified in the Indemnification Certificate and shall specify in reasonable detail the facts and circumstances supporting the Indemnifying Party’s basis and reasons for such objection. An Indemnifying Party’s failure to deliver an Objection Notice in accordance with the provisions of this Section 8.4.1 within the Response Period to any claim claims set forth in an Indemnification Certificate shall be deemed to be the Indemnifying Party’s acceptance ofcorresponding Notice of Claim, and waiver of any objections to, such claim and the Indemnifying Party shall be deemed to have agreed that an amount equal conceded any claims to the full claimed amount specified which it has not disputed in the Indemnification Certificate is owed to the Indemnified Partysuch Dispute Notice. If the Indemnifying Party in its Objection provides a Dispute Notice objects only to a portion of within such time period, the claim set forth in the Indemnification Certificate (the amount of Losses claimed in the Indemnification Certificate to which Indemnified Party and the Indemnifying Party does shall negotiate in good faith resolution of the disputed claim(s) for a period of not object shall be referred to herein as less than twenty (20) days after the “Agreed Amount”), then such Indemnifying Party shall, within ten (10) Business Days following the delivery of such Objection Notice pay the Agreed Amount to the Indemnified Partyresponse is provided. If an Indemnifying Party shall provide Objection Notice in accordance with the provisions of this Section 8.4.1, the Indemnifying Party and the Indemnified Party shall attempt in good faith for a period of twenty (20are unable to resolve any such claim(s) days following within such time period, the Indemnified Party’s receipt of Party shall be entitled to pursue any legal remedies available to the Objection Notice to agree upon Indemnified Party against the rights of the respective parties Indemnifying Party with respect to each of such claims. If no such agreement can be reached after such twenty (20)-day period of good faith negotiation, either the Indemnifying Party or the Indemnified Party may initiate Litigation for purposes of having the matter settled in accordance with the terms of this Agreementunresolved claim(s).

Indemnification Claim Procedure. Except as provided in Section 8.4.2 7.2.2 with respect to Third Party claims, in the event of a claim made by a Purchaser Horizon Indemnitee or a Seller AstraZeneca Indemnitee (the “Indemnified Party”), the Indemnified Party shall give reasonably prompt written notice to the other Party (the “Indemnifying Party”), which notice (an “Indemnification Certificate”) shall: (a) state that the Indemnified Party has paid or properly accrued or in good faith reasonably anticipates that it will have to pay or accrue Losses that are subject to indemnification by the Indemnifying Party pursuant to Section 8.3.1 7.1.1 or Section 8.3.27.1.2, as applicable; , and (b) specify in reasonable detail the facts individual items and circumstances supporting amounts of such Losses, the date each such item was paid or properly accrued, or the basis for such anticipated Liability, and a description of the basis of such Indemnified Party’s claim for indemnification (to the extent known) and contain a non-binding preliminary, good faith estimate of the amount to which the Indemnified Party claims to be entitled (to the extent known)indemnification; provided, however, that the failure to give reasonably prompt notice shall not relieve the applicable Indemnifying Party of its indemnification obligations under this Agreement except to the extent that the Indemnifying Party is materially prejudiced by any delay in receiving such notice. In the event that the Indemnifying Party agrees to or is determined to have an obligation to indemnify or reimburse the Indemnified Party for Losses as provided in this ARTICLE 8Article 7, the Indemnifying Party shall, subject to the provisions of this Section 8.4.17.3, promptly (but in any event, within thirty (30) days of receipt of the Indemnification Certificate30 days) pay such amount to the Indemnified Party by wire transfer of immediately available funds to the account specified in writing by the Indemnified Party. If the The Indemnifying Party may defer making such payment if it objects in a written statement to all or a portion of the Indemnified Party’s claim made in the Indemnification Certificate, the Indemnifying Party will notify the Indemnified Party of Certificate and delivers such objection by delivering a written statement (the “Objection Notice”) to the Indemnifying Party within sixty (60) days following receipt prior to the expiration of the Indemnification Certificate (the “Response Period”). The Objection Notice shall indicate whether the Indemnifying Party objects to all or only a portion of the claim specified in the Indemnification Certificate and shall specify in reasonable detail the facts and circumstances supporting the Indemnifying Party’s basis and reasons for such objection30-day period. An Indemnifying Party’s failure to deliver an Objection Notice in accordance with the provisions of this Section 8.4.1 object within the Response Period such 30-day period to any claim set forth in an Indemnification Certificate shall be deemed to be the Indemnifying Party’s acceptance of, and waiver of any objections to, such claim and the Indemnifying Party shall be deemed to have agreed that an amount equal to the full claimed amount specified in the Indemnification Certificate is owed to the Indemnified Party. If the Indemnifying Party in its Objection Notice objects only to a portion of the claim set forth in the Indemnification Certificate (the amount of Losses claimed in the Indemnification Certificate to which the Indemnifying Party does not object shall be referred to herein as the “Agreed Amount”), then such Indemnifying Party shall, within ten (10) Business Days following the delivery of such Objection Notice pay the Agreed Amount to the Indemnified Partyclaim. If an Indemnifying Party shall provide Objection Notice so object in accordance with the provisions of this Section 8.4.1writing to any claim or claims made in any Indemnification Certificate, the Indemnifying Party and the Indemnified Party shall attempt in good faith for a period of twenty (20) 20 days following the Indemnified Party’s receipt of the Objection Notice such objection notice to agree upon the respective rights of the respective parties with respect to each of such claims. If no such agreement can be reached after such twenty (20)-day 20-day period of good faith negotiation, either the Indemnifying Party or the Indemnified Party may initiate Litigation for purposes of having the matter settled in accordance with the terms of this Agreementpursue dispute resolution pursuant to Section 9.2.

Indemnification Claim Procedure. Except as provided in Section 8.4.2 5.2.2 with respect to Third Party claimsClaims, in the event of a claim made by a Purchaser Buyer Indemnitee or a Seller Indemnitee (the “Indemnified Party”), the Indemnified Party shall give reasonably prompt written notice to the other Party (the “Indemnifying Party”), which notice (an “Indemnification Certificate”) shall: (a) state that the Indemnified Party has paid or properly accrued or in good faith reasonably anticipates that it will have to pay or accrue Losses that are subject to indemnification by the Indemnifying Party pursuant to Section 8.3.1 5.1.1 or Section 8.3.25.1.2, as applicable; , and (b) specify in reasonable detail the facts individual items and circumstances supporting amounts of such Losses, the date each such item was paid or properly accrued, or the basis for such anticipated Liability, and a description of the basis of such Indemnified Party’s claim for indemnification (to the extent known) and contain a non-binding preliminary, good faith estimate of the amount to which the Indemnified Party claims to be entitled (to the extent known)indemnification; provided, however, that the failure to give reasonably prompt notice shall not relieve the applicable Indemnifying Party of its indemnification obligations under this Agreement except to the extent that the Indemnifying Party is materially prejudiced by any delay in receiving such notice. In the event that the Indemnifying Party agrees to or is determined to have an obligation to indemnify or reimburse the Indemnified Party for Losses as provided in this ARTICLE 8Article 5, the Indemnifying Party shall, subject to the provisions of this Section 8.4.15.3, promptly (but but, in any event, within thirty (30) 30 days of receipt of the Indemnification Certificatefollowing such agreement or determination) pay such amount to the Indemnified Party by wire transfer of immediately available funds to the account specified in writing by the Indemnified Party. If the The Indemnifying Party may defer making such payment if it objects in a written statement to all or a portion of the Indemnified Party’s claim made in the Indemnification Certificate, Certificate (specifying in reasonable detail the Indemnifying Party will notify individual items and amounts to which it objects and a reasonably detailed description of the Indemnified Party basis of all such objection by delivering a written objections) and delivers such statement (the “Objection Notice”) to the Indemnifying Party within sixty (60) days following receipt of the Indemnification Certificate (the “Response Period”). The Objection Notice shall indicate whether the Indemnifying Party objects to all or only a portion of the claim specified in the Indemnification Certificate and shall specify in reasonable detail the facts and circumstances supporting the Indemnifying Party’s basis and reasons for such objection. An Indemnifying Party’s failure to deliver an Objection Notice in accordance with the provisions of this Section 8.4.1 within the Response Period to any claim set forth in an Indemnification Certificate shall be deemed to be the Indemnifying Party’s acceptance of, and waiver of any objections to, such claim and the Indemnifying Party shall be deemed to have agreed that an amount equal prior to the full claimed amount specified in the Indemnification Certificate is owed to the Indemnified Party. If the Indemnifying Party in its Objection Notice objects only to a portion of the claim set forth in the Indemnification Certificate (the amount of Losses claimed in the Indemnification Certificate to which the Indemnifying Party does not object shall be referred to herein as the “Agreed Amount”), then such Indemnifying Party shall, within ten (10) Business Days following the delivery expiration of such Objection Notice pay the Agreed Amount to the Indemnified Party30-day period. If an Indemnifying Party shall provide Objection Notice so object in writing to any claim or claims made in any Indemnification Certificate in accordance with the provisions of this Section 8.4.1immediately preceding sentence, the Indemnifying Party and the Indemnified Party shall attempt in good faith for a period of twenty (20) 20 days following the Indemnified Party’s receipt of the Objection Notice such objection notice to agree upon the respective rights of the respective parties Parties with respect to each of such claims. If no such agreement can be reached after such twenty (20)-day 20-day period of good faith negotiation, either the Indemnifying Party or the Indemnified Party may initiate Litigation for purposes of having the matter settled in accordance with the terms of this Agreement.

Indemnification Claim Procedure. Except as provided in Section 8.4.2 11.3(b) with respect to Third Party claims, in the event of a claim made upon receipt by a Purchaser Indemnitee Party obligated to provide indemnification under Section 11.1 or a Seller Indemnitee Section 11.2 of this Agreement, as applicable (the “Indemnified each such Party”), the Indemnified Party shall give reasonably prompt written notice to the other Party (the an “Indemnifying Party”), which notice of a certificate (an “Indemnification Certificate”) shall: signed by an NPS Indemnitee or a Takeda Indemnitee requesting indemnification as provided herein (athe “Indemnified Party”): (i) state stating that the Indemnified Party has paid or properly accrued or in good faith reasonably anticipates that it will have to pay or accrue Losses that are subject to indemnification by the Indemnifying Party pursuant to Section 8.3.1 11.1 or Section 8.3.211.2, as applicable; , and (bii) specify specifying in reasonable detail the facts individual items and circumstances supporting amounts of such Losses, the Indemnified Party’s claim date each such item was paid or properly accrued, or the basis for indemnification (to such anticipated liability, and the extent known) and contain a non-binding preliminary, good faith estimate nature of the amount misrepresentations, breach of warranty, covenant or agreement to which the Indemnified Party claims to be entitled (to the extent known); provided, however, that the failure to give reasonably prompt notice shall not relieve the applicable Indemnifying Party of its indemnification obligations under this Agreement except to the extent that the Indemnifying Party such item is materially prejudiced by any delay in receiving such notice. In the event that the Indemnifying Party agrees to or is determined to have an obligation to indemnify or reimburse the Indemnified Party for Losses as provided in this ARTICLE 8related, the Indemnifying Party shall, subject shall distribute to the provisions of this Section 8.4.1, promptly Indemnified Party funds in an amount equal to such Losses within forty-five (but in any event, within thirty (3045) days of receipt after delivery of the Indemnification Certificate) pay ; provided that no such amount to the Indemnified Party by wire transfer of immediately available funds to the account specified in writing by the Indemnified Party. If payment or delivery shall be made if the Indemnifying Party objects shall object in a written statement to all or a portion of the Indemnified Party’s claim made in the Indemnification Certificate, the Indemnifying Party will notify the Indemnified Party of Certificate and such objection by delivering a written statement (the “Objection Notice”) shall have been delivered to the Indemnifying Party within sixty prior to the expiration of such forty-five- (6045-) days following receipt of the Indemnification Certificate (the “Response Period”). The Objection Notice shall indicate whether the Indemnifying Party objects to all or only a portion of the claim specified in the Indemnification Certificate and shall specify in reasonable detail the facts and circumstances supporting the Indemnifying Party’s basis and reasons for such objectionday period. An Indemnifying Party’s failure to deliver an Objection Notice in accordance with the provisions of this Section 8.4.1 object within the Response Period such forty-five (45) day period to any claim set forth in an Indemnification Certificate shall be deemed to be the Indemnifying Party’s acceptance of, and waiver of any objections to, such claim and the Indemnifying Party shall be deemed to have agreed that an amount equal to the full claimed amount specified in the Indemnification Certificate is owed to the Indemnified Partyclaim. If the Indemnifying Party in its Objection Notice objects only to a portion of the claim set forth in the Indemnification Certificate (the amount of Losses claimed in the Indemnification Certificate to which the Indemnifying Party does not object shall be referred to herein as the “Agreed Amount”), then such Indemnifying Party shall, within ten (10) Business Days following the delivery of such Objection Notice pay the Agreed Amount to the Indemnified Party. If In case an Indemnifying Party shall provide Objection Notice so object in accordance with the provisions of this Section 8.4.1writing to any claim or claims made in any Indemnification Certificate, the Indemnifying Party and the Indemnified Party shall attempt in good faith for a period of twenty (20) days following the Indemnified Party’s receipt of the Objection Notice such objection notice to agree upon the rights of the respective parties with respect to each of such claims. If no such agreement can be reached after such twenty (20)-day 20) day period of good faith negotiation, either the Indemnifying Party or the Indemnified Party may initiate Litigation litigation for purposes of having the matter settled in accordance with the terms of this Agreement.

Indemnification Claim Procedure. Except If any Indemnitee has or claims in good faith to have incurred or suffered, or believes in good faith that it may incur or suffer, Damages for which it is or may be entitled to be held harmless, indemnified, compensated or reimbursed under Section 9 or for which it is or may be entitled to a monetary remedy (such as provided in Section 8.4.2 with respect to Third Party claims, in the event case of a claim made by a Purchaser Indemnitee based on willful misconduct, intentional misrepresentation or a Seller Indemnitee (the “Indemnified Party”fraud), the Indemnified Party shall give reasonably prompt written such Indemnitee may deliver a notice of claim (a “Notice of Claim”) to the other Party (Securityholders’ Agent. Each Notice of Claim shall state the “Indemnifying Party”), which notice (an “Indemnification Certificate”) shall: (a) state that basis for such claim and each Indemnitee shall make available to the Indemnified Party has paid Securityholders’ Agent any documents and materials in such Indemnitee’s possession or properly accrued or in good faith anticipates that it will have to pay or accrue Losses that are subject to indemnification by the Indemnifying Party pursuant to Section 8.3.1 or Section 8.3.2, as applicable; and (b) specify in reasonable detail the facts and circumstances control supporting the Indemnified Party’s claim for indemnification (to claims set forth in the extent known) and contain a non-binding preliminary, good faith estimate Notice of the amount to which the Indemnified Party claims to be entitled (to the extent known); provided, however, that the failure to give reasonably prompt notice shall not relieve the applicable Indemnifying Party of its indemnification obligations under this Agreement except to the extent that the Indemnifying Party is materially prejudiced by any delay in receiving such noticeClaim. In the event that the Indemnifying Party agrees to or is determined to have an obligation to indemnify or reimburse Securityholders’ Agent does not notify the Indemnified Party for Losses as provided in this ARTICLE 8, the Indemnifying Party shall, subject to the provisions of this Section 8.4.1, promptly (but in any event, Indemnitee within thirty (30) days of following its receipt of a Notice of Claim that the Indemnification CertificateSecurityholders’ Agent (on behalf of the Effective Time Holders) pay such amount disputes the liability of the Effective Time Holders to the Indemnified Party by wire transfer of immediately available funds to Indemnitee under this Section 9 or the account specified in writing by the Indemnified Party. If the Indemnifying Party objects to all or a portion of the Indemnified Party’s claim made in the Indemnification Certificateamount thereof, the Indemnifying Party will notify the Indemnified Party of such objection by delivering a written statement (the “Objection Notice”) to the Indemnifying Party within sixty (60) days following receipt of the Indemnification Certificate (the “Response Period”). The Objection Notice shall indicate whether the Indemnifying Party objects to all or only a portion of the claim specified in such Notice of Claim shall be conclusively deemed a liability of the Indemnification Certificate Effective Time Holders under this Section 9, and shall specify Parent may claim from the Escrow Amount or, to the extent the remaining funds in reasonable detail the facts Escrow Amount are insufficient to cover the amount of such claim and circumstances supporting such claim is not subject to the Indemnifying Party’s basis and reasons for such objection. An Indemnifying Party’s failure to deliver an Objection Notice limitations set forth in Section 9.3(c) in accordance with Section 9.3(d), the provisions Effective Time Holders shall pay the amount of this Section 8.4.1 within such liability to the Response Period to any claim set forth Indemnitee on demand or, in an Indemnification Certificate shall be deemed to be the Indemnifying Party’s acceptance of, and waiver case of any objections to, such notice in which the amount of the claim and the Indemnifying Party shall be deemed to have agreed that an amount equal to the full claimed amount specified in the Indemnification Certificate is owed to the Indemnified Party. If the Indemnifying Party in its Objection Notice objects only to a (or any portion of the claim set forth in the Indemnification Certificate (claim) is estimated, on such later date when the amount of Losses claimed in the Indemnification Certificate to which the Indemnifying Party does not object shall be referred to herein as the “Agreed Amount”), then such Indemnifying Party shall, within ten claim (10) Business Days following the delivery or such portion of such Objection Notice pay claim) becomes finally determined. In the Agreed Amount to event the Indemnified Party. If an Indemnifying Party shall provide Objection Notice in accordance with Securityholders’ Agent has timely disputed the provisions of this Section 8.4.1, the Indemnifying Party and the Indemnified Party shall attempt in good faith for a period of twenty (20) days following the Indemnified Party’s receipt liability of the Objection Notice to agree upon the rights of the respective parties Effective Time Holders (a “Claim Objection”) with respect to each such claim as provided above, as promptly as possible, such Indemnitee and the Securityholders’ Agent shall establish the merits and amount of such claimsclaim (by mutual agreement, litigation, arbitration or otherwise) and if an agreement is reached, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. If no such Indemnitee and the Securityholders’ Agent do not reach an agreement can be reached as to the merits and amount of such claim within thirty (30) days immediately after the date such twenty (20)-day period of good faith negotiationClaim Objection is delivered to Parent, either the Indemnifying Party Parent or the Indemnified Party Company (or the Securityholder Representative after the Effective Time) may initiate Litigation for purposes demand arbitration of having the matter unless the amount of the damage or loss is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration. Any arbitration requested pursuant to this Section 9.6 shall be settled in accordance with by arbitration conducted by three (3) arbitrators. Parent and the terms of this Agreement.Company (or the Securityholders’ Agent after the Effective Time) shall each select one (1) arbitrator, and the two (2) arbitrators so selected shall select

Indemnification Claim Procedure. Except as provided in Section 8.4.2 with respect to Third (a) Promptly after obtaining knowledge of any matter that a Parent Indemnified Party claims, in the event of a claim made by a Purchaser Indemnitee or a Seller Indemnitee Company Indemnified Party, acting in good faith, reasonably believes will entitle such Parent Indemnified Party or Company Indemnified Party (the in such capacity, an “Indemnified Party”), the ) to indemnification under this Article VIII from any Person who would be obligated to indemnify such Indemnified Party shall give reasonably prompt written notice to if the other Party claim is indemnifiable hereunder (such obligated Person, the “Indemnifying Party”), which notice (an “Indemnification Certificate”) shall: (a) state that such Indemnified Party shall promptly provide to the Stockholder Representative, if the Indemnified Party has paid or properly accrued or in good faith anticipates that it will have to pay or accrue Losses that are subject to indemnification by the Indemnifying Party pursuant to Section 8.3.1 or Section 8.3.2, as applicable; and (b) specify in reasonable detail the facts and circumstances supporting the is a Parent Indemnified Party’s claim for indemnification (, or to the extent known) and contain a non-binding preliminaryParent, good faith estimate of the amount to which if the Indemnified Party claims to be entitled is a Company Indemnified Party (to in this capacity, the extent known“Indemnifying Party Representative”), written notice describing the matter in reasonable detail, including the nature of the claim, the basis for the indemnification obligation and the Losses resulting therefrom (a “Notice of Claim”); provided, however, that the failure to give reasonably prompt notice timely provide a Notice of Claim hereunder shall not relieve the applicable any Indemnifying Party of its indemnification obligations under this Agreement the obligation to indemnify such Indemnified Party except to the extent that the Indemnifying Party is materially prejudiced by any delay in receiving such notice. In the event that the Indemnifying Party agrees to or is determined to have an obligation to indemnify or reimburse the Indemnified Party for Losses as provided in this ARTICLE 8, the Indemnifying Party shall, subject to the provisions of this Section 8.4.1, promptly (but in any event, within thirty (30) days of receipt of the Indemnification Certificate) pay such amount to the Indemnified Party by wire transfer of immediately available funds to the account specified in writing by the Indemnified Party. If the Indemnifying Party objects to all or a portion of the Indemnified Party’s claim made failure to provide or delay in the Indemnification Certificate, the Indemnifying Party will notify the Indemnified Party providing a Notice of such objection by delivering a written statement (the “Objection Notice”) to the Indemnifying Party within sixty (60) days following receipt of the Indemnification Certificate (the “Response Period”). The Objection Notice shall indicate whether the Indemnifying Party objects to all or only a portion of the claim specified in the Indemnification Certificate and shall specify in reasonable detail the facts and circumstances supporting Claim actually prejudices the Indemnifying Party’s basis and reasons for ability to defend against or contest or resolve such objection. An Indemnifying Party’s failure to deliver an Objection Notice in accordance with the provisions of this Section 8.4.1 within the Response Period to any claim set forth in an Indemnification Certificate shall be deemed to be the Indemnifying Party’s acceptance of, and waiver of any objections to, such claim and the Indemnifying Party shall be deemed to have agreed that an amount equal to the full claimed amount specified in the Indemnification Certificate is owed to the Indemnified Party. If the Indemnifying Party in its Objection Notice objects only to a portion of the claim set forth in the Indemnification Certificate (the amount of Losses claimed in the Indemnification Certificate to which the Indemnifying Party does not object shall be referred to herein as the “Agreed Amount”), then such Indemnifying Party shall, within ten (10) Business Days following the delivery of such Objection Notice pay the Agreed Amount to the Indemnified Party. If an Indemnifying Party shall provide Objection Notice in accordance with the provisions of this Section 8.4.1, the Indemnifying Party and the Indemnified Party shall attempt in good faith for a period of twenty (20) days following the Indemnified Party’s receipt of the Objection Notice to agree upon the rights of the respective parties with respect to each of such claims. If no such agreement can be reached after such twenty (20)-day period of good faith negotiation, either the Indemnifying Party or the Indemnified Party may initiate Litigation for purposes of having the matter settled in accordance with the terms of this Agreementmatter.

Indemnification Claim Procedure. Except as provided in Section 8.4.2 with respect to Third Party claims, in (a) Promptly after becoming aware of the event existence of a claim made by any potential matter that a Purchaser Indemnitee Indemnified Party or a Seller Indemnitee Company Stockholder Indemnified Party, as applicable (the “Indemnified Party”), acting in good faith, reasonably believes will entitle the Indemnified Party shall give reasonably prompt written notice to indemnification from the other Party Company Stockholders or the Purchaser, respectively (the “Indemnifying Party”), which under this Article VIII, the Indemnified Party shall promptly provide to Indemnifying Party notice describing the the matter in reasonable detail, including the nature of the claim, the basis for the indemnification obligation and the Losses resulting therefrom (an “Indemnification CertificateIndemnity Claim Notice”) shall: (a) state that the Indemnified Party has paid or properly accrued or in good faith anticipates that it will have to pay or accrue Losses that are subject to indemnification by the Indemnifying Party pursuant to Section 8.3.1 or Section 8.3.2, as applicable; and (b) specify in reasonable detail the facts and circumstances supporting the Indemnified Party’s claim for indemnification (to the extent known) and contain a non-binding preliminary, good faith estimate of the amount to which the Indemnified Party claims to be entitled (to the extent known); provided, however, that the failure Stockholder Representative shall be deemed to give reasonably prompt notice be the Company Stockholder Indemnified Parties (whether they are the Indemnified Party or the Indemnifying Party) for purposes of sending and receiving Indemnity Claim Notices and Indemnity Claim Responses and otherwise taking actions pursuant to this Section 8.4 and Section 8.5. To the extent that any such matter relates to a Claim or Proceeding by any Person other than: (i) a party to this Agreement; (ii) a Purchaser Indemnified Party; or (iii) a Company Stockholder Indemnified Party (a “Third Party”), such Claim or Proceeding is referred to herein as a “Third Party Claim”, which is governed by Section 8.5. No delay on the part of the Indemnified Party in giving the Indemnifying Party an Indemnity Claim Notice shall not limit or reduce the Indemnified Party’s right to indemnification hereunder, nor relieve the applicable Indemnifying Party from any of its indemnification obligations under this Agreement except Article VIII, unless (and then only to the extent that that) the Indemnifying Party is materially prejudiced by any delay in receiving such notice. In the event that the Indemnifying Party agrees to or is determined to have an obligation to indemnify or reimburse the Indemnified Party for Losses as provided in this ARTICLE 8, the Indemnifying Party shall, subject to the provisions of this Section 8.4.1, promptly (but in any event, within thirty (30) days of receipt of the Indemnification Certificate) pay such amount to the Indemnified Party by wire transfer of immediately available funds to the account specified in writing by the Indemnified Party. If the Indemnifying Party objects to all or a portion of the Indemnified Party’s claim made in the Indemnification Certificate, the Indemnifying Party will notify the Indemnified Party of such objection by delivering a written statement (the “Objection Notice”) to the Indemnifying Party within sixty (60) days following receipt of the Indemnification Certificate (the “Response Period”). The Objection Notice shall indicate whether the Indemnifying Party objects to all or only a portion of the claim specified in the Indemnification Certificate and shall specify in reasonable detail the facts and circumstances supporting the Indemnifying Party’s basis and reasons for such objection. An Indemnifying Party’s failure to deliver an Objection Notice in accordance with the provisions of this Section 8.4.1 within the Response Period to any claim set forth in an Indemnification Certificate shall be deemed to be the Indemnifying Party’s acceptance of, and waiver of any objections to, such claim and the Indemnifying Party shall be deemed to have agreed that an amount equal to the full claimed amount specified in the Indemnification Certificate is owed to the Indemnified Party. If the Indemnifying Party in its Objection Notice objects only to a portion of the claim set forth in the Indemnification Certificate (the amount of Losses claimed in the Indemnification Certificate to which the Indemnifying Party does not object shall be referred to herein as the “Agreed Amount”), then such Indemnifying Party shall, within ten (10) Business Days following the delivery of such Objection Notice pay the Agreed Amount to the Indemnified Party. If an Indemnifying Party shall provide Objection Notice in accordance with the provisions of this Section 8.4.1, the Indemnifying Party and the Indemnified Party shall attempt in good faith for a period of twenty (20) days following the Indemnified Party’s receipt of the Objection Notice to agree upon the rights of the respective parties with respect to each of such claims. If no such agreement can be reached after such twenty (20)-day period of good faith negotiation, either the Indemnifying Party or the Indemnified Party may initiate Litigation for purposes of having the matter settled in accordance with the terms of this Agreementthereby.

Indemnification Claim Procedure. Except as provided in Section 8.4.2 7.2.2 with respect to Third Party claimsClaims, in the event of a claim made by a Purchaser Buyer Indemnitee or a Seller Indemnitee (the “Indemnified Party”), the Indemnified Party shall give reasonably prompt written notice to the other Party (the “Indemnifying Party”), which notice (an “Indemnification Certificate”) shall: (a) state a description of the basis of such Indemnified Party’s claim for indemnification and the amount (if known) that the Indemnified Party has paid or properly accrued or in good faith reasonably anticipates that it will have to pay or accrue for Losses that are subject to indemnification by the Indemnifying Party pursuant to Section 8.3.1 7.1.1 or Section 8.3.27.1.2, as applicable; and (b) specify in reasonable detail the facts and circumstances supporting the Indemnified Party’s claim for indemnification (to the extent known) and contain a non-binding preliminary, good faith estimate of the amount to which the Indemnified Party claims to be entitled (to the extent known); provided, however, that the failure to give reasonably prompt notice shall not relieve the applicable Indemnifying Party of its indemnification obligations under this Agreement except to the extent that the Indemnifying Party is materially prejudiced by any delay in receiving such notice. In the event that the Indemnifying Party agrees to or is determined to have an obligation to indemnify or reimburse the Indemnified Party for Losses as provided in this ARTICLE 8Article 7, the Indemnifying Party shall, subject to the provisions of this Section 8.4.17.3, promptly (but but, in any event, within thirty (30) 30 days of receipt of the Indemnification Certificatefollowing such agreement or determination) pay such amount to the Indemnified Party by wire transfer of immediately available funds to the account specified in writing by the Indemnified Party. If the The Indemnifying Party may defer making such payment if it objects in a written statement to all or a portion of the Indemnified Party’s claim made in the Indemnification Certificate, the Indemnifying Party will notify the Indemnified Party of Certificate and delivers such objection by delivering a written statement (the “Objection Notice”) to the Indemnifying Party within sixty (60) days following receipt prior to the expiration of the Indemnification Certificate (the “Response Period”). The Objection Notice shall indicate whether the Indemnifying Party objects to all or only a portion of the claim specified in the Indemnification Certificate and shall specify in reasonable detail the facts and circumstances supporting the Indemnifying Party’s basis and reasons for such objection30-day period. An Indemnifying Party’s failure to deliver an Objection Notice in accordance with the provisions of this Section 8.4.1 object within the Response Period such 30-day period to any claim set forth in an Indemnification Certificate shall be deemed to be the Indemnifying Party’s acceptance of, and waiver of any objections to, such claim and the Indemnifying Party shall be deemed to have agreed that an amount equal to the full claimed amount specified in the Indemnification Certificate is owed to the Indemnified Party. If the Indemnifying Party in its Objection Notice objects only to a portion of the claim set forth in the Indemnification Certificate (the amount of Losses claimed in the Indemnification Certificate to which the Indemnifying Party does not object shall be referred to herein as the “Agreed Amount”), then such Indemnifying Party shall, within ten (10) Business Days following the delivery of such Objection Notice pay the Agreed Amount to the Indemnified Partyclaim. If an Indemnifying Party shall provide Objection Notice so object in accordance with the provisions of this Section 8.4.1writing to any claim or claims made in any Indemnification Certificate, the Indemnifying Party and the Indemnified Party shall attempt in good faith for a period of twenty (20) 20 days following the Indemnified Party’s receipt of the Objection Notice such objection notice to agree upon the respective rights of the respective parties with respect to each of such claims. If no such agreement can be reached after such twenty (20)-day 20-day period of good faith negotiation, either the Indemnifying Party or the Indemnified Party may initiate Litigation for purposes of having the matter settled in accordance with the terms of this Agreement.

Indemnification Claim Procedure. Except as provided in Section 8.4.2 with respect to Third Party claims, in the event of a claim made by a Purchaser Indemnitee or a Seller Indemnitee (the “Indemnified Party”), the i)Any Indemnified Party shall give reasonably prompt written notice promptly notify the Party or Parties alleged to the other Party be obligated to indemnify (the “Indemnifying Party”) in writing of any relevant pending or threatened Claim by a third party (a “Third Party Claim”), which notice (an “Indemnification Certificate”) shall: (a) state that the Indemnified Party has paid or properly accrued or in good faith anticipates that it will have to pay or accrue Losses that are subject to indemnification by the Indemnifying Party pursuant to Section 8.3.1 or Section 8.3.2, as applicable; and (b) specify describing in reasonable detail the facts and circumstances supporting with respect to the subject matter of the Claim; provided, however, that delay in providing such notice shall not release the Indemnifying Party from any of its obligations under Section 13(a) or Section 13(b), except to the extent (and only to the extent) the delay actually and materially prejudices the Indemnifying Party’s ability to defend such Claim. (ii)The Indemnifying Party may assume and control the defense of any Third Party Claim with counsel selected by the Indemnifying Party that is reasonably acceptable to the Indemnified Party by accepting its 29 obligation to defend in writing and agreeing to pay defense costs (including reasonable out-of-pocket attorney’s fees and expenses) within 30 days of receiving notice of the Third Party Claim. If the Indemnifying Party declines, fails to respond to the notice, or fails to assume defense of the Third Party Claim within such 30-day period, then the Indemnified Party may control the defense and the Indemnifying Party shall pay all reasonable out-of-pocket defense costs as incurred by the Indemnified Party’s claim for indemnification (. The Party that is not controlling the defense of the Third Party Claim shall have the right to participate in the extent known) defense and contain a non-binding preliminary, to retain separate counsel at its own expense. The Party that is controlling the defense shall use reasonable efforts to inform the other Party about the status of the defense. The Parties shall cooperate in good faith estimate in the defense of any Third Party Claim. Notwithstanding the amount foregoing, the Indemnifying Party shall not be entitled to which assume the defense of any Third Party Claim (and shall be liable for the reasonable out-of-pocket fees and expenses of counsel incurred by the Indemnified Party claims to in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot reasonably be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages. (iii)The Indemnifying Party shall not consent to a settlement of, or the extent known)entry of any judgment arising out of or in connection with, any Third Party Claim, without the consent of any Indemnified Party; provided, however, that the failure to give reasonably prompt notice Indemnified Party shall not relieve withhold its consent if such settlement or judgment involves solely the applicable payment of money, without any finding or admission of any violation of Law or admission of any wrongdoing. The Indemnifying Party shall pay or cause to be paid all amounts arising out of its such settlement or judgment concurrently with the effectiveness of such settlement and obtain, as a condition of any settlement or judgment, a complete and unconditional release of each relevant Indemnified Party from any and all liability in respect of such Third Party Claim. (iv)For indemnification obligations under this Agreement except to Claims other than Third Party Claims, the extent that Indemnified Party promptly shall notify the Indemnifying Party is materially prejudiced by in writing of any delay Claim for indemnification, describing in receiving reasonable detail the basis for such Claim. Within 30 days following receipt of this notice. In the event that , the Indemnifying Party agrees to shall respond, stating whether it disputes the existence or is determined to have scope of an obligation to indemnify or reimburse the Indemnified Party for Losses as provided in this ARTICLE 8, the Indemnifying Party shall, subject to the provisions of under this Section 8.4.1, promptly (but in any event, within thirty (30) days of receipt of the Indemnification Certificate) pay such amount to the Indemnified Party by wire transfer of immediately available funds to the account specified in writing by the Indemnified Party13. If the Indemnifying Party objects to all or a portion of does not respond within 30 days, the Indemnified Party shall send a second notice to the Indemnifying Party’s claim made , marked at the top in bold lettering with the Indemnification Certificate, following language: “A RESPONSE IS REQUIRED WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A MASTER LEASE AGREEMENT WITH THE UNDERSIGNED AND FAILURE TO RESPOND SHALL RESULT IN YOUR RIGHT TO OBJECT BEING WAIVED” and the envelope containing the request must be marked “PRIORITY”. If the Indemnifying Party will does not notify the Indemnified Party within such 5 Business Days after the receipt of such objection by delivering a written statement (the “Objection Notice”) to second notice that the Indemnifying Party within sixty (60disputes its liability to the Indemnified Party under Section 13(a) days following receipt or Section 13(b), as applicable, such Claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability of the Indemnification Certificate (the “Response Period”). The Objection Notice shall indicate whether the Indemnifying Party objects to all under Section 13(a) or only a portion of the claim specified in the Indemnification Certificate and shall specify in reasonable detail the facts and circumstances supporting the Indemnifying Party’s basis and reasons for such objection. An Indemnifying Party’s failure to deliver an Objection Notice in accordance with the provisions of this Section 8.4.1 within the Response Period to any claim set forth in an Indemnification Certificate shall be deemed to be the Indemnifying Party’s acceptance of13(b), and waiver of any objections toas applicable, such claim and the Indemnifying Party shall be deemed to have agreed that an pay the amount equal to the full claimed amount specified in the Indemnification Certificate is owed of such Claim to the Indemnified PartyParty on demand or, in the case of any notice in which the amount of the Claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the Indemnifying Party timely disputes the existence or scope of an obligation to indemnify for the Claim, it shall explain in its Objection Notice objects only to a portion reasonable detail the basis for the dispute. If the Parties disagree on the scope or existence of an indemnification obligation for the Claim, management representatives of the Indemnified Party and the Indemnifying Party shall meet or confer by telephone within 20 Business Days in an attempt in good faith to resolve such dispute. If such Persons are unable to resolve the dispute, either Party may act to resolve the dispute in accordance with Section 32(b). (d)During the Term, for any dispute or litigation that arises during the Term in connection with any Ground Lessor, Ground Lease, Collocation Agreement, Tower Subtenant or any other issue relating to the operation of the Sites (collectively, “Disputes”), Tower Operator shall have the right to control, prosecute, settle or compromise such Disputes; provided, however, that Tower Operator shall not settle or compromise such Disputes (i) for which Tower Operator is seeking a claim for indemnification under the Master Agreement except in compliance with the terms, conditions and procedures set forth in the Indemnification Certificate Master Agreement or (ii) if the amount settlement or compromise involves an admission of Losses claimed any violation of Law or admission of wrongdoing by AT&T Collocator, without AT&T Collocator’s consent, which may be granted or withheld in the Indemnification Certificate to which the Indemnifying Party does not object shall be referred to herein as the “Agreed Amount”), then such Indemnifying Party shall, within ten (10) Business Days following the delivery of such Objection Notice pay the Agreed Amount to the Indemnified PartyAT&T Collocator’s sole discretion. If an Indemnifying Party shall provide Objection Notice in accordance with the provisions of this Section 8.4.1, the Indemnifying Party and the Indemnified Party shall attempt in good faith for a period of twenty (20) days following the Indemnified Party’s receipt of the Objection Notice to agree upon the rights of the respective parties with respect to each of such claims. If no such agreement can be reached after such twenty (20)-day period of good faith negotiation, either the Indemnifying Party or the Indemnified Party may initiate Litigation for purposes of having the matter settled in accordance with the terms of this AgreementSECTION 14.

Indemnification Claim Procedure. Except as provided in Section 8.4.2 with respect to Third (a) Any Party claims, in the event of asserting a claim made by a Purchaser Indemnitee or a Seller Indemnitee for indemnification (the “Indemnified Party”), ) shall promptly notify the Indemnified Party shall give reasonably prompt written notice or Parties alleged to the other Party be obligated to indemnify (the “Indemnifying Party”) in writing of any relevant pending or threatened Claim by a third-party (a “Third-Party Claim”), which notice (an “Indemnification Certificate”) shall: (a) state that the Indemnified Party has paid or properly accrued or in good faith anticipates that it will have to pay or accrue Losses that are subject to indemnification by the Indemnifying Party pursuant to Section 8.3.1 or Section 8.3.2, as applicable; and (b) specify describing in reasonable detail the facts and circumstances supporting the Indemnified Party’s claim for indemnification (with respect to the extent known) and contain a non-binding preliminary, good faith estimate subject matter of the amount to which the Indemnified Party claims to be entitled (to the extent known)Claim; provided, however, that the failure to give reasonably prompt delay in providing such notice shall not relieve release the applicable Indemnifying Party from any of its indemnification obligations under this Agreement Article 12, except to the extent that (and only to the extent) the delay actually and materially prejudices the Indemnifying Party’s ability to defend such Claim. (b) The Indemnifying Party may assume and control the defense of any Third-Party Claim with counsel selected by the Indemnifying Party that is materially prejudiced by any delay in receiving such notice. In the event that the Indemnifying Party agrees to or is determined to have an obligation to indemnify or reimburse the Indemnified Party for Losses as provided in this ARTICLE 8, the Indemnifying Party shall, subject to the provisions of this Section 8.4.1, promptly (but in any event, within thirty (30) days of receipt of the Indemnification Certificate) pay such amount reasonably acceptable to the Indemnified Party by wire transfer accepting its obligation to defend in writing and agreeing to pay defense costs (including attorney’s fees and expenses) within 30 days of immediately available funds receiving notice of the Third-Party Claim. If the Indemnifying Party declines, fails to respond to the account specified in writing notice, or fails to assume defense of the Third-Party Claim within such 30-day period, then the Indemnified Party may control the defense and the Indemnifying Party shall pay all defense costs as incurred by the Indemnified Party. The Party that is not controlling the defense of the Third-Party Claim shall have the right to participate in the defense and to retain separate counsel at its own expense. The Party that is controlling the defense shall use reasonable efforts to inform the other Party about the status of the defense. The Parties shall cooperate in good faith in the defense of any Third Party Claim. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the Indemnified Party in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot reasonably be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages. (c) The Indemnifying Party shall not consent to a settlement of, or the entry of any judgment arising out of or in connection with, any Third-Party Claim, without the consent of any Indemnified Party, provided, however, that the Indemnified Party shall not withhold its consent if such settlement or judgment involves solely the payment of money, without any finding or admission of any violation of Law or admission of any wrongdoing. The Indemnifying Party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement and obtain, as a condition of any settlement or judgment, a complete and unconditional release of each relevant Indemnified Party from any and all liability in respect of such Third-Party Claim. (d) For indemnification Claims other than Third-Party Claims, the Indemnified Party promptly shall notify the Indemnifying Party in writing of any Claim for indemnification, describing in reasonable detail the basis for such Claim. Within 30 days following receipt of this notice, the Indemnifying Party shall respond, stating whether it disputes the existence or scope of an obligation to indemnify the Indemnified Party under this Article 12. If the Indemnifying Party objects to all or a portion of does not notify the Indemnified Party’s claim made in the Indemnification Certificate, party within such 30-day period that the Indemnifying Party will notify disputes its liability to the Indemnified Party under Section 12.1(a), Section 12.1(b), Section 12.2(a) or Section 12.2(b) , as applicable, such Claim specified by the Indemnified Party in such notice shall be conclusively deeded a liability of such objection by delivering a written statement (the “Objection Notice”) to the Indemnifying Party within sixty (60under Section 12.1(a), Section 12.1(b), Section 12.2(a) days following receipt of the Indemnification Certificate (the “Response Period”or Section 12.2(b). The Objection Notice shall indicate whether the Indemnifying Party objects to all or only a portion of the claim specified in the Indemnification Certificate and shall specify in reasonable detail the facts and circumstances supporting the Indemnifying Party’s basis and reasons for such objection. An Indemnifying Party’s failure to deliver an Objection Notice in accordance with the provisions of this Section 8.4.1 within the Response Period to any claim set forth in an Indemnification Certificate shall be deemed to be the Indemnifying Party’s acceptance of, and waiver of any objections toas applicable, such claim and the Indemnifying Party shall be deemed to have agreed that an pay the amount equal to the full claimed amount specified in the Indemnification Certificate is owed of such Claim to the Indemnified PartyParty on demand or, in the case of any notice in which the amount of the Claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the Indemnifying Party disputes the existence or scope of an obligation to indemnify for the Claim within such 30-day period, it shall explain in its Objection Notice objects only to a portion reasonable detail the basis for the dispute. If the Parties disagree on the scope or existence of an indemnification obligation for the Claim, management representatives of the claim set forth in the Indemnification Certificate (the amount of Losses claimed in the Indemnification Certificate to which the Indemnifying Party does not object shall be referred to herein as the “Agreed Amount”), then such Indemnifying Party shall, within ten (10) Business Days following the delivery of such Objection Notice pay the Agreed Amount to the Indemnified Party. If an Indemnifying Party shall provide Objection Notice in accordance with the provisions of this Section 8.4.1, the Indemnifying Party and the Indemnified Party Indemnifying Party, at the Vice President level or higher, shall meet or confer by telephone within 20 business days in an attempt in good faith for a period of twenty (20) days following the Indemnified Party’s receipt of the Objection Notice to agree upon the rights of the respective parties with respect to each of resolve such claimsdispute. If no such agreement can be reached after such twenty (20)-day period of good faith negotiationPersons are unable to resolve the dispute, either the Indemnifying Party or the Indemnified Party may initiate Litigation for purposes of having act to resolve the matter settled dispute in accordance with Section 14.12 and Section 14.13. 86 (e) The T-Mobile Contributors and their Affiliates shall control the terms defense of this Agreement.all Claims related to Excluded Liabilities. SECTION 12.4

Indemnification Claim Procedure. Except as provided in Section 8.4.2 with respect to Third Party claims, in the event of a claim made by a Purchaser Indemnitee or a Seller Indemnitee (the “Indemnified Party”), the i)Any Indemnified Party shall give reasonably prompt written notice promptly notify the Party or Parties alleged to the other Party be obligated to indemnify (the “Indemnifying Party”) in writing of any relevant pending or threatened Claim by a third party (a “Third Party Claim”), which notice (an “Indemnification Certificate”) shall: (a) state that the Indemnified Party has paid or properly accrued or in good faith anticipates that it will have to pay or accrue Losses that are subject to indemnification by the Indemnifying Party pursuant to Section 8.3.1 or Section 8.3.2, as applicable; and (b) specify describing in reasonable detail the facts and circumstances supporting with respect to the subject matter of the Claim; provided, however, that delay in providing such notice shall not release the Indemnifying Party from any of its obligations under Section 13(a) or Section 13(b), except to the extent (and only to the extent) the delay actually and materially prejudices the Indemnifying Party's ability to defend such Claim. (ii)The Indemnifying Party may assume and control the defense of any Third Party Claim with counsel selected by the Indemnifying Party that is reasonably acceptable to the Indemnified Party by accepting its obligation to defend in writing and agreeing to pay defense costs (including attorney's fees and expenses) within 30 days of receiving notice of the Third Party Claim. If the Indemnifying Party declines, fails to respond to the notice, or fails to assume defense of the Third Party Claim within such 30-day period, then the Indemnified Party may control the defense and the Indemnifying Party shall pay all defense costs as incurred by the Indemnified Party’s claim for indemnification (. The Party that is not controlling the defense of the Third Party Claim shall have the right to participate in the extent known) defense and contain a non-binding preliminary, to retain separate counsel at its own expense. The Party that is controlling the 30 defense shall use reasonable efforts to inform the other Party about the status of the defense. The Parties shall cooperate in good faith estimate in the defense of any Third Party Claim. Notwithstanding the amount foregoing, the Indemnifying Party shall not be entitled to which assume the defense of any Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the Indemnified Party claims to in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot reasonably be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages. (iii)The Indemnifying Party shall not consent to a settlement of, or the extent known)entry of any judgment arising out of or in connection with, any Third Party Claim, without the consent of any Indemnified Party; provided, however, that the failure to give reasonably prompt notice Indemnified Party shall not relieve withhold its consent if such settlement or judgment involves solely the applicable payment of money, without any finding or admission of any violation of Law or admission of any wrongdoing. The Indemnifying Party shall pay or cause to be paid all amounts arising out of its such settlement or judgment concurrently with the effectiveness of such settlement and obtain, as a condition of any settlement or judgment, a complete and unconditional release of each relevant Indemnified Party from any and all liability in respect of such Third Party Claim. (iv)For indemnification obligations under this Agreement except to Claims other than Third Party Claims, the extent that Indemnified Party promptly shall notify the Indemnifying Party is materially prejudiced by in writing of any delay Claim for indemnification, describing in receiving reasonable detail the basis for such Claim. Within 30 days following receipt of this notice. In the event that , the Indemnifying Party agrees to shall respond, stating whether it disputes the existence or is determined to have scope of an obligation to indemnify or reimburse the Indemnified Party for Losses as provided in this ARTICLE 8, the Indemnifying Party shall, subject to the provisions of under this Section 8.4.1, promptly (but in any event, within thirty (30) days of receipt of the Indemnification Certificate) pay such amount to the Indemnified Party by wire transfer of immediately available funds to the account specified in writing by the Indemnified Party13. If the Indemnifying Party objects to all or a portion of does not notify the Indemnified Party’s claim made in the Indemnification Certificate, party within such 30-day period that the Indemnifying Party will notify disputes its liability to the Indemnified Party under Section 13(a) or Section 13(b), as applicable, such Claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability of such objection by delivering a written statement (the “Objection Notice”) to the Indemnifying Party within sixty (60under Section 13(a) days following receipt of the Indemnification Certificate (the “Response Period”or Section 13(b). The Objection Notice shall indicate whether the Indemnifying Party objects to all or only a portion of the claim specified in the Indemnification Certificate and shall specify in reasonable detail the facts and circumstances supporting the Indemnifying Party’s basis and reasons for such objection. An Indemnifying Party’s failure to deliver an Objection Notice in accordance with the provisions of this Section 8.4.1 within the Response Period to any claim set forth in an Indemnification Certificate shall be deemed to be the Indemnifying Party’s acceptance of, and waiver of any objections toas applicable, such claim and the Indemnifying Party shall be deemed to have agreed that an pay the amount equal to the full claimed amount specified in the Indemnification Certificate is owed of such Claim to the Indemnified PartyParty on demand or, in the case of any notice in which the amount of the Claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the Indemnifying Party disputes the existence or scope of an obligation to indemnify for the Claim within such 30-day period, it shall explain in its Objection Notice objects only to a portion reasonable detail the basis for the dispute. If the Parties disagree on the scope or existence of an indemnification obligation for the Claim, management representatives of the claim set forth in the Indemnification Certificate (the amount of Losses claimed in the Indemnification Certificate to which the Indemnifying Party does not object shall be referred to herein as the “Agreed Amount”), then such Indemnifying Party shall, within ten (10) Business Days following the delivery of such Objection Notice pay the Agreed Amount to the Indemnified Party. If an Indemnifying Party shall provide Objection Notice in accordance with the provisions of this Section 8.4.1, the Indemnifying Party and the Indemnified Party Indemnifying Party, at the Vice President level or higher, shall meet or confer by telephone within 20 Business Days in an attempt in good faith for a period of twenty (20) days following the Indemnified Party’s receipt of the Objection Notice to agree upon the rights of the respective parties with respect to each of resolve such claimsdispute. If no such agreement can be reached after such twenty (20)-day period of good faith negotiationPersons are unable to resolve the dispute, either the Indemnifying Party or the Indemnified Party may initiate Litigation for purposes of having act to resolve the matter settled dispute in accordance with Sections 34(i) and 34(j). (d)During the terms Term, for any dispute or litigation that arises during the Term in connection with any Ground Lessor, Ground Lease, Collocation Agreement, Tower Tenant or any other issue relating to the operation of this Agreementthe Sites (collectively, “Disputes”), Tower Operator shall have the right to control, prosecute, settle or compromise such Disputes; provided, however, that Tower Operator shall not settle or compromise such Disputes (i) for which Tower Operator is seeking a claim for indemnification under the Master Agreement or (ii) if the settlement or compromise involves an admission of any violation of Law or admission of wrongdoing by T-Mobile Collocator, in each case 31 without T-Mobile Collocator's consent which shall not be unreasonably withheld, conditioned or delayed. SECTION 14.

Indemnification Claim Procedure. Except as provided in Section 8.4.2 7.2.2 [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. with respect to Third Party claimsClaims, in the event of a claim made by a Purchaser Buyer Indemnitee or a Seller Indemnitee (the “Indemnified Party”), the Indemnified Party shall give reasonably prompt written notice to the other Party (the “Indemnifying Party”), which notice (an “Indemnification Certificate”) shall: (a) state a description of the basis of such Indemnified Party’s claim for indemnification and the amount (if known) that the Indemnified Party has paid or properly accrued or in good faith reasonably anticipates that it will have to pay or accrue for Losses that are subject to indemnification by the Indemnifying Party pursuant to Section 8.3.1 7.1.1 or Section 8.3.27.1.2, as applicable; and (b) specify in reasonable detail the facts and circumstances supporting the Indemnified Party’s claim for indemnification (to the extent known) and contain a non-binding preliminary, good faith estimate of the amount to which the Indemnified Party claims to be entitled (to the extent known); provided, however, that the failure to give reasonably prompt notice shall not relieve the applicable Indemnifying Party of its indemnification obligations under this Agreement except to the extent that the Indemnifying Party is materially prejudiced by any delay in receiving such notice. In the event that the Indemnifying Party agrees to or is determined to have an obligation to indemnify or reimburse the Indemnified Party for Losses as provided in this ARTICLE 8Article 7, the Indemnifying Party shall, subject to the provisions of this Section 8.4.17.3, promptly (but but, in any event, within thirty (30) 30 days of receipt of the Indemnification Certificatefollowing such agreement or determination) pay such amount to the Indemnified Party by wire transfer of immediately available funds to the account specified in writing by the Indemnified Party. If the The Indemnifying Party may defer making such payment if it objects in a written statement to all or a portion of the Indemnified Party’s claim made in the Indemnification Certificate, the Indemnifying Party will notify the Indemnified Party of Certificate and delivers such objection by delivering a written statement (the “Objection Notice”) to the Indemnifying Party within sixty (60) days following receipt prior to the expiration of the Indemnification Certificate (the “Response Period”). The Objection Notice shall indicate whether the Indemnifying Party objects to all or only a portion of the claim specified in the Indemnification Certificate and shall specify in reasonable detail the facts and circumstances supporting the Indemnifying Party’s basis and reasons for such objection30-day period. An Indemnifying Party’s failure to deliver an Objection Notice in accordance with the provisions of this Section 8.4.1 object within the Response Period such 30-day period to any claim set forth in an Indemnification Certificate shall be deemed to be the Indemnifying Party’s acceptance of, and waiver of any objections to, such claim and the Indemnifying Party shall be deemed to have agreed that an amount equal to the full claimed amount specified in the Indemnification Certificate is owed to the Indemnified Party. If the Indemnifying Party in its Objection Notice objects only to a portion of the claim set forth in the Indemnification Certificate (the amount of Losses claimed in the Indemnification Certificate to which the Indemnifying Party does not object shall be referred to herein as the “Agreed Amount”), then such Indemnifying Party shall, within ten (10) Business Days following the delivery of such Objection Notice pay the Agreed Amount to the Indemnified Partyclaim. If an Indemnifying Party shall provide Objection Notice so object in accordance with the provisions of this Section 8.4.1writing to any claim or claims made in any Indemnification Certificate, the Indemnifying Party and the Indemnified Party shall attempt in good faith for a period of twenty (20) 20 days following the Indemnified Party’s receipt of the Objection Notice such objection notice to agree upon the respective rights of the respective parties with respect to each of such claims. If no such agreement can be reached after such twenty (20)-day 20-day period of good faith negotiation, either the Indemnifying Party or the Indemnified Party may initiate Litigation for purposes of having the matter settled in accordance with the terms of this Agreement.

Indemnification Claim Procedure. Except as provided in Section 8.4.2 5.2.2 with respect to Third Party claims, in the event of a claim made by a Purchaser Buyer Indemnitee or a Seller Indemnitee (the “Indemnified Party”), the Indemnified Party shall give reasonably prompt written notice to the other Party (the “Indemnifying Party”), which notice (an “Indemnification Certificate”) shall: (a) state that the Indemnified Party has paid or properly accrued or in good faith anticipates that it will have to pay or accrue Losses that are subject to indemnification by the Indemnifying Party pursuant to Section 8.3.1 5.1.1 or Section 8.3.25.1.2, as applicable; , and (b) specify in reasonable detail the facts and circumstances supporting the Indemnified Party’s claim for indemnification (to the extent known) and contain a non-binding preliminary, good faith estimate of the amount to which the Indemnified Party claims to be entitled (to the extent known); provided, however, that the failure to give reasonably prompt notice shall not relieve the applicable Indemnifying Party of its indemnification obligations under this Agreement except to the extent that the Indemnifying Party is materially prejudiced forfeits rights or defenses by any delay in receiving reason of such noticefailure. In the event that the Indemnifying Party agrees to or is determined to have an obligation to indemnify or reimburse the Indemnified Party for Losses as provided in this ARTICLE 8, 5 the Indemnifying Party shall, subject to the provisions of this Section 8.4.15.2.2, promptly (but in any event, within thirty (30) 30 days of receipt of the Indemnification Certificate) pay such amount to the Indemnified Party by wire transfer of immediately available funds to the account specified in writing by the Indemnified Party. If the Indemnifying Party objects to all or a portion of the Indemnified Party’s claim made in the Indemnification Certificate, the Indemnifying Party will notify the Indemnified Party of such objection by delivering a written statement (the “Objection Notice”) to the Indemnifying Party within sixty (60) 30 days following receipt of the Indemnification Certificate (the “Response Period”)Certificate. The Objection Notice shall indicate whether the Indemnifying Party objects to all or only a portion of the claim specified in the Indemnification Certificate and shall specify in reasonable detail the facts and circumstances supporting the Indemnifying Party’s basis and reasons for such objection. An Indemnifying Party’s failure to deliver an Objection Notice in accordance with the provisions of this Section 8.4.1 5.2.1 within the Response Period such 30-day period to any claim set forth in an Indemnification Certificate shall be deemed to be the Indemnifying Party’s acceptance of, and waiver of any objections to, such claim and the Indemnifying Party shall be deemed to have agreed that an amount equal to the full claimed amount specified in the Indemnification Certificate is owed to the Indemnified Party. If the Indemnifying Party in its Objection Notice objects only to a portion of the claim set forth in the Indemnification Certificate (the amount of Losses claimed in the Indemnification Certificate to which the Indemnifying Party does not object shall be referred to herein as the “Agreed Amount”), then such Indemnifying Party shall, within ten (10) 10 Business Days following the delivery of such Objection Notice pay the Agreed Amount to the Indemnified Party. If an Indemnifying Party shall provide Objection Notice in accordance with the provisions of this Section 8.4.15.2.1, the Indemnifying Party and the Indemnified Party shall attempt in good faith for a period of twenty (20) 20 days following the Indemnified Party’s receipt of the Objection Notice to agree upon the rights of the respective parties with respect to each of such claims. If no such agreement can be reached after such twenty (20)-day 20-day period of good faith negotiation, either the Indemnifying Party or the Indemnified Party may initiate Litigation for purposes of having the matter settled in accordance with the terms of this Agreement.

Indemnification Claim Procedure. Except as provided in Section 8.4.2 7.2.2 with respect to Third Party claims, in the event of a claim made by a Purchaser Buyer Indemnitee or a Seller Indemnitee (the “Indemnified Party”), the Indemnified Party shall give reasonably prompt written notice to the other Party (the “Indemnifying Party”), which notice (an “Indemnification Certificate”) shall: (a) state that the Indemnified Party has paid or properly accrued or in good faith reasonably anticipates that it will have to pay or accrue Losses that are subject to indemnification by the Indemnifying Party pursuant to Section 8.3.1 7.1.1 or Section 8.3.27.1.2, as applicable; , and (b) specify in reasonable detail the facts individual items and circumstances supporting amounts of such Losses, the date each such item was paid or properly accrued, or the basis for such anticipated Liability, and a description of the basis of such Indemnified Party’s claim for indemnification (to the extent known) and contain a non-binding preliminary, good faith estimate of the amount to which the Indemnified Party claims to be entitled (to the extent known)indemnification; provided, however, that the failure to give reasonably prompt notice shall not relieve the applicable Indemnifying Party of its indemnification obligations under this Agreement except to the extent that the Indemnifying Party is materially prejudiced by any delay in receiving such notice. In the event that the Indemnifying Party agrees to or is determined to have an obligation to indemnify or reimburse the Indemnified Party for Losses as provided in this ARTICLE 8Article 7, the Indemnifying Party shall, subject to the provisions of this Section 8.4.17.3, promptly (but but, in any event, within thirty (30) days of receipt of the Indemnification Certificate30 calendar days) pay such amount to the Indemnified Party by wire transfer of immediately available funds to the account specified in writing by the Indemnified Party. If the The Indemnifying Party may defer making such payment if it objects in a written statement to all or a portion of the Indemnified Party’s claim made in the Indemnification Certificate, the Indemnifying Party will notify the Indemnified Party of Certificate and delivers such objection by delivering a written statement (the “Objection Notice”) to the Indemnifying Party within sixty (60) days following receipt prior to the expiration of the Indemnification Certificate (the “Response Period”). The Objection Notice shall indicate whether the Indemnifying Party objects to all or only a portion of the claim specified in the Indemnification Certificate and shall specify in reasonable detail the facts and circumstances supporting the Indemnifying Party’s basis and reasons for such objection30- calendar day period. An Indemnifying Party’s failure to deliver an Objection Notice in accordance with the provisions of this Section 8.4.1 object within the Response Period such 30- calendar day period to any claim set forth in an Indemnification Certificate shall be deemed to be the Indemnifying Party’s acceptance of, and waiver of any objections to, such claim and the Indemnifying Party shall be deemed to have agreed that an amount equal to the full claimed amount specified in the Indemnification Certificate is owed to the Indemnified Party. If the Indemnifying Party in its Objection Notice objects only to a portion of the claim set forth in the Indemnification Certificate (the amount of Losses claimed in the Indemnification Certificate to which the Indemnifying Party does not object shall be referred to herein as the “Agreed Amount”), then such Indemnifying Party shall, within ten (10) Business Days following the delivery of such Objection Notice pay the Agreed Amount to the Indemnified Partyclaim. If an Indemnifying Party shall provide Objection Notice so object in accordance with the provisions of this Section 8.4.1writing to any claim or claims made in any Indemnification Certificate, the Indemnifying Party and the Indemnified Party shall attempt in good faith for a period of twenty (20) 20 calendar days following the Indemnified Party’s receipt of the Objection Notice such objection notice to agree upon the respective rights of the respective parties with respect to each of such claims. If no such agreement can be reached after such twenty (20)-day 20- calendar day period of good faith negotiation, either the Indemnifying Party or the Indemnified Party may initiate Litigation for purposes of having the matter settled in accordance with the terms of this Agreement.. Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant to a Request for Confidential Treatment under Rule 406 under the Securities Act of 1933, as amended. Confidential Portions are marked: [***]

Indemnification Claim Procedure. Except as provided in Section 8.4.2 5.2.2 with respect to Third Party claims, in the event of a claim made by a Purchaser Buyer Indemnitee or a Seller Indemnitee (the “Indemnified Party”), the Indemnified Party shall give reasonably prompt written notice to the other Party (the “Indemnifying Party”), which notice (an “Indemnification Certificate”) shall: (a) state that the Indemnified Party has paid or properly accrued or in good faith reasonably anticipates that it will have to pay or accrue Losses that are subject to indemnification by the Indemnifying Party pursuant to Section 8.3.1 5.1.1 or Section 8.3.25.1.2, as applicable; , and (b) specify in reasonable detail the facts individual items and circumstances supporting amounts of such Losses, the date each such item was paid or properly accrued, or the basis for such anticipated Liability, and a description of the basis of such Indemnified Party’s claim for indemnification (to the extent known) and contain a non-binding preliminary, good faith estimate of the amount to which the Indemnified Party claims to be entitled (to the extent known)indemnification; provided, however, that the failure to give reasonably prompt notice shall not relieve the applicable Indemnifying Party of its indemnification obligations under this Agreement except to the extent that the Indemnifying Party is materially prejudiced by any delay in receiving such notice. In the event that the Indemnifying Party agrees to or is determined to have an obligation to indemnify or reimburse the Indemnified Party for Losses as provided in this ARTICLE 8Article 5, the Indemnifying Party shall, subject to the provisions of this Section 8.4.15.3, promptly (but but, in any event, within thirty (30) days of receipt of the Indemnification Certificate30 days) pay such amount to the Indemnified Party by wire transfer of immediately available funds to the account specified in writing by the Indemnified Party. If the The Indemnifying Party may defer making such payment if it objects in a written statement to all or a portion of the Indemnified Party’s claim made in the Indemnification Certificate, the Indemnifying Party will notify the Indemnified Party of Certificate and delivers such objection by delivering a written statement (the “Objection Notice”) to the Indemnifying Party within sixty (60) days following receipt prior to the expiration of the Indemnification Certificate (the “Response Period”). The Objection Notice shall indicate whether the Indemnifying Party objects to all or only a portion of the claim specified in the Indemnification Certificate and shall specify in reasonable detail the facts and circumstances supporting the Indemnifying Party’s basis and reasons for such objection30-day period. An Indemnifying Party’s failure to deliver an Objection Notice in accordance with the provisions of this Section 8.4.1 object within the Response Period such 30-day period to any claim set forth in an Indemnification Certificate shall be deemed to be the Indemnifying Party’s acceptance of, and waiver of any objections to, such claim and the Indemnifying Party shall be deemed to have agreed that an amount equal to the full claimed amount specified in the Indemnification Certificate is owed to the Indemnified Party. If the Indemnifying Party in its Objection Notice objects only to a portion of the claim set forth in the Indemnification Certificate (the amount of Losses claimed in the Indemnification Certificate to which the Indemnifying Party does not object shall be referred to herein as the “Agreed Amount”), then such Indemnifying Party shall, within ten (10) Business Days following the delivery of such Objection Notice pay the Agreed Amount to the Indemnified Partyclaim. If an Indemnifying Party shall provide Objection Notice so object in accordance with the provisions of this Section 8.4.1writing to any claim or claims made in any Indemnification Certificate, the Indemnifying Party and the Indemnified Party shall attempt in good faith for a period of twenty (20) 20 days following the Indemnified Party’s receipt of the Objection Notice such objection notice to agree upon the respective rights of the respective parties with respect to each of such claims. If no such agreement can be reached after such twenty (20)-day 20-day period of good faith negotiation, either the Indemnifying Party or the Indemnified Party may initiate Litigation for purposes of having the matter settled in accordance with the terms of this Agreement. Portions of this Exhibit, indicated by the mxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Indemnification Claim Procedure. Except as provided in Section 8.4.2 5.2.1 with respect to Third Party claimsClaims, in the event of a claim made by a Purchaser Buyer Indemnitee or a Seller Indemnitee (the “Indemnified Party”), the Indemnified Party shall give reasonably prompt written notice to the other Party (the “Indemnifying Party”), which notice (an “Indemnification Certificate”) shall: (a) state that the Indemnified Party has paid or properly accrued or in good faith reasonably anticipates that it will have to pay or accrue Losses that are subject to indemnification by the Indemnifying Party pursuant to Section 8.3.1 5.1.1 or Section 8.3.25.1.2, as applicable; , and (b) specify in reasonable detail the facts individual items and circumstances supporting amounts of such Losses, the date each such item was paid or properly accrued, or the basis for such anticipated Liability, and a description of the basis of such Indemnified Party’s claim for indemnification (to the extent known) and contain a non-binding preliminary, good faith estimate of the amount to which the Indemnified Party claims to be entitled (to the extent known)indemnification; provided, however, that the failure to give reasonably prompt notice shall not relieve the applicable Indemnifying Party of its indemnification obligations under this Agreement except to the extent that the Indemnifying Party is materially prejudiced by any delay in receiving such notice. In the event that the Indemnifying Party agrees to or is determined to have an obligation to indemnify or reimburse the Indemnified Party for Losses as provided in this ARTICLE 8Article 5, the Indemnifying Party shall, subject to the provisions of this Section 8.4.15.3, promptly (but but, in any event, within thirty (30) 30 days of receipt of the Indemnification Certificatefollowing such agreement or determination) pay such amount to the Indemnified Party by wire transfer of immediately available funds to the account specified in writing by the Indemnified Party. If the The Indemnifying Party may defer making such payment if it objects in a written statement to all or a portion of the Indemnified Party’s claim made in the Indemnification Certificate, the Indemnifying Party will notify the Indemnified Party of Certificate and delivers such objection by delivering a written statement (the “Objection Notice”) to the Indemnifying Party within sixty (60) days following receipt prior to the expiration of the Indemnification Certificate (the “Response Period”). The Objection Notice shall indicate whether the Indemnifying Party objects to all or only a portion of the claim specified in the Indemnification Certificate and shall specify in reasonable detail the facts and circumstances supporting the Indemnifying Party’s basis and reasons for such objection30-day period. An Indemnifying Party’s failure to deliver an Objection Notice in accordance with the provisions of this Section 8.4.1 object within the Response Period such 30-day period to any claim set forth in an Indemnification Certificate shall be deemed to be the Indemnifying Party’s acceptance of, and waiver of any objections to, such claim and the Indemnifying Party shall be deemed to have agreed that an amount equal to the full claimed amount specified in the Indemnification Certificate is owed to the Indemnified Party. If the Indemnifying Party in its Objection Notice objects only to a portion of the claim set forth in the Indemnification Certificate (the amount of Losses claimed in the Indemnification Certificate to which the Indemnifying Party does not object shall be referred to herein as the “Agreed Amount”), then such Indemnifying Party shall, within ten (10) Business Days following the delivery of such Objection Notice pay the Agreed Amount to the Indemnified Partyclaim. If an Indemnifying Party shall provide Objection Notice so object in accordance with the provisions of this Section 8.4.1writing to any claim or claims made in any Indemnification Certificate, the Indemnifying Party and the Indemnified Party shall attempt in good faith for a period of twenty (20) 20 days following the Indemnified Party’s receipt of the Objection Notice such objection notice to agree upon the respective rights of the respective parties with respect to each of such claims. If no such agreement can be reached after such twenty (20)-day 20-day period of good faith negotiation, either the [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. Indemnifying Party or the Indemnified Party may initiate Litigation for purposes of having the matter settled in accordance with the terms of this Agreement.

Indemnification Claim Procedure. Except as provided in Section 8.4.2 with respect to Third Party claimsSECTION 6.3(a) above, in the event of a claim made by a Purchaser Indemnitee or a Seller Indemnitee (the “Indemnified Party”)order to seek indemnification under this ARTICLE VI, the an Indemnified Party shall give reasonably prompt written notice notification (a "Claim Notice") to the other Party (the “Indemnifying Party”), which notice (an “Indemnification Certificate”) shall: (a) state that the Indemnified Party has paid or properly accrued or in good faith anticipates that it will have to pay or accrue Losses that are subject to indemnification by the Indemnifying Party pursuant to the procedure set forth in Section 8.3.1 or Section 8.3.2, as applicable; and (b4(c) specify in reasonable detail the facts and circumstances supporting the Indemnified Party’s claim for indemnification (to the extent known) and contain a non-binding preliminary, good faith estimate of the amount to which the Indemnified Party claims to be entitled (to the extent known); provided, however, that the failure to give reasonably prompt notice shall not relieve the applicable Indemnifying Party of its indemnification obligations under this Agreement except to the extent that the Indemnifying Party is materially prejudiced by any delay in receiving such noticeEscrow Agreement. In the event that the Escrow Agreement has terminated and the Indemnifying Party agrees to or is determined to have an obligation to indemnify or reimburse disputes the claim by the Indemnified Party for Losses as provided in this ARTICLE 8Party, the Indemnifying Party shall, subject to the provisions of this Section 8.4.1, promptly (but in any event, within thirty (30) days of receipt of the Indemnification Certificate) pay such amount shall deliver to the Indemnified Party by wire transfer of immediately available funds to a written response (the account specified "Response") in writing by the Indemnified Party. If which the Indemnifying Party objects shall: (i) agree that the Indemnified Party is entitled to all or a portion receive part, but not all, of the Indemnified Party’s claim made Damages in dispute (the Indemnification Certificate"Claimed Amount"), in which case the Response shall be accompanied by a payment by the Indemnifying Party will notify to the Indemnified Party of such objection by delivering a written statement the Damages not in dispute (the “Objection Notice”"Agreed Amount"), by check or by wire transfer or (ii) dispute that the Indemnified Party is entitled to the Indemnifying Party within sixty (60) days following receipt receive any of the Indemnification Certificate (the “Response Period”). The Objection Notice shall indicate whether the Indemnifying Party objects to all or only a portion of the claim specified in the Indemnification Certificate and shall specify in reasonable detail the facts and circumstances supporting the Indemnifying Party’s basis and reasons for such objection. An Indemnifying Party’s failure to deliver an Objection Notice in accordance with the provisions of this Section 8.4.1 within the Response Period to any claim set forth in an Indemnification Certificate shall be deemed to be the Indemnifying Party’s acceptance of, and waiver of any objections to, such claim and the Indemnifying Party shall be deemed to have agreed that an amount equal to the full claimed amount specified in the Indemnification Certificate is owed to the Indemnified PartyClaimed Amount. If the Indemnifying Party in the Response disputes its Objection Notice objects only to a portion liability for all or part of the claim set forth in the Indemnification Certificate (the amount of Losses claimed in the Indemnification Certificate to which the Indemnifying Party does not object shall be referred to herein as the “Agreed Claimed Amount”), then such Indemnifying Party shall, within ten (10) Business Days following the delivery of such Objection Notice pay the Agreed Amount to the Indemnified Party. If an Indemnifying Party shall provide Objection Notice in accordance with the provisions of this Section 8.4.1, the Indemnifying Party and the Indemnified Party shall attempt follow the procedures set forth in this SECTION 6.3(b) for the resolution of such dispute (a "Dispute"). During the sixty (60)-day period following the delivery of a Response that reflects a Dispute, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve the Dispute. If the Dispute is not resolved within such sixty (60)-day period, the Indemnifying Party and the Indemnified Party shall discuss in good faith for the submission of the Dispute to a period of twenty mutually acceptable alternative dispute resolution procedure (20which may be non-binding or binding upon the parties, as they agree in advance) days following (the "ADR Procedure"). In the event the Indemnifying Party and the Indemnified Party’s receipt of Party agree upon an ADR Procedure, such parties shall, in consultation with the Objection Notice to chosen dispute resolution service (the "ADR Service"), promptly agree upon a format and timetable for the ADR Procedure, agree upon the rights rules applicable to the ADR Procedure, and promptly undertake the ADR Procedure. The provisions of the respective parties with respect to each of such claims. If no such agreement can be reached after such twenty (20)-day period of good faith negotiation, either this SECTION 6.3(b) shall not obligate the Indemnifying Party and the Indemnified Party to pursue an ADR Procedure or prevent either such party from pursuing the Dispute in a court of competent jurisdiction; PROVIDED that, if the Indemnifying Party and the Indemnified Party agree to pursue an ADR Procedure, neither the Indemnifying Party nor the Indemnified Party may initiate Litigation commence litigation or seek other remedies with respect to the Dispute prior to the completion of such ADR Procedure. Any ADR Procedure undertaken by the Indemnifying Party and the Indemnified Party shall be considered a compromise negotiation for purposes of having federal and state rules of evidence, and all statements, offers, opinions and disclosures (whether written or oral) made in the course of the ADR Procedure by or on behalf of the Indemnifying Party, the Indemnified Party or the ADR Service shall be treated as confidential and, where appropriate, as privileged work product. Such statements, offers, opinions and disclosures shall not be discoverable or admissible for any purposes in any litigation or other proceeding relating to the Dispute (provided that this sentence shall not be construed to exclude from discovery or admission any matter settled that is otherwise discoverable or admissible). The fees and expenses of any ADR Service used by the Indemnifying Party and the Indemnified Party shall be shared equally by the Indemnifying Party and the Indemnified Party. Notwithstanding the other provisions of this SECTION 6.3, if a third party asserts (other than by means of a lawsuit) that an Indemnified Party is liable to such third party for a monetary or other obligation that may constitute or result in Damages for which such Indemnified Party may be entitled to indemnification pursuant to this ARTICLE VI, and such Indemnified Party reasonably determines that it has a valid business reason to fulfill such obligation, then (i) such Indemnified Party shall be entitled to satisfy such obligation, without prior notice to or consent from the Indemnifying Party, (ii) such Indemnified Party may subsequently make a claim for indemnification in accordance with the provisions of this ARTICLE VI, and (iii) such Indemnified Party shall be reimbursed, in accordance with the provisions of this ARTICLE VI, for any such Damages for which it is entitled to indemnification pursuant to this ARTICLE VI (subject to the right of the Indemnifying Party to dispute the Indemnified Party's entitlement to indemnification, or the amount for which it is entitled to indemnification, under the terms of this AgreementARTICLE VI). For purposes of this SECTION 6.3 and the last two sentences of SECTION 6.4, if the NRI Common Shareholders comprise the Indemnifying Party, any references to the Indemnifying Party (except provisions relating to an obligation to make or a right to receive any payments provided for in SECTION 6.3 or 6.4) shall be deemed to refer to the Shareholder Representative. The Shareholder Representative shall have full power and authority on behalf of each NRI Common Shareholder to take any and all actions on behalf of, execute any and all instruments on behalf of, and execute or waive any and all rights of, the NRI Common Shareholders under this ARTICLE VI. The Shareholder Representative shall have no liability to any NRI Common Shareholder for any action taken or omitted on behalf of the NRI Common Shareholders pursuant to this ARTICLE VI.

Indemnification Claim Procedure. Except as provided in Section 8.4.2 with respect to Third Party claims, in the event of a claim made by a Purchaser Indemnitee or a Seller Indemnitee (the “Indemnified Party”), the i)Any Indemnified Party shall give reasonably prompt written notice promptly notify the Party or Parties alleged to the other Party be obligated to indemnify (the “Indemnifying Party”) in writing of any relevant pending or threatened Claim by a third party (a “Third Party Claim”), which notice (an “Indemnification Certificate”) shall: (a) state that the Indemnified Party has paid or properly accrued or in good faith anticipates that it will have to pay or accrue Losses that are subject to indemnification by the Indemnifying Party pursuant to Section 8.3.1 or Section 8.3.2, as applicable; and (b) specify describing in reasonable detail the facts and circumstances supporting with respect to the subject matter of the Claim; provided, however, that delay in providing such notice shall not release the Indemnifying Party from any of its obligations under Section 15(a) or Section 15(b), except to the extent (and only to the extent) the delay actually and materially prejudices the Indemnifying Party’s ability to defend such Claim. (ii)The Indemnifying Party may assume and control the defense of any Third Party Claim with counsel selected by the Indemnifying Party that is reasonably acceptable to the Indemnified Party by accepting its obligation to defend in writing and agreeing to pay defense costs (including reasonable out-of-pocket attorney’s fees and expenses) within 30 days of receiving notice of the Third Party Claim. If the Indemnifying Party declines, fails to respond to the notice, or fails to assume defense of the Third Party Claim within such 30-day period, then the Indemnified Party may control the defense and the Indemnifying Party shall pay all reasonable out-of-pocket defense costs as incurred by the Indemnified Party’s claim for indemnification (. The Party that is not controlling the defense of the Third Party Claim shall have the right to participate in the extent known) defense and contain a non-binding preliminary, to retain separate counsel at its own expense. The Party that is controlling the defense shall use reasonable efforts to inform the other Party about the status of the defense. The Parties shall cooperate in good faith estimate in the defense of any Third Party Claim. Notwithstanding the amount foregoing, the Indemnifying Party shall not be entitled to which assume the defense of any Third Party Claim (and shall be liable for the reasonable out-of-pocket fees and expenses of counsel incurred by the Indemnified Party claims to in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot reasonably be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages. (iii)The Indemnifying Party shall not consent to a settlement of, or the extent known)entry of any judgment arising out of or in connection with, any Third Party Claim, without the consent of any Indemnified Party; provided, however, that the failure to give reasonably prompt notice Indemnified Party shall not relieve withhold its consent if such settlement or judgment involves solely the applicable payment of money, without any finding or admission of any violation of Law or admission of any wrongdoing. The Indemnifying Party shall pay or cause to be paid all amounts arising out of its such settlement or judgment concurrently with the effectiveness of such settlement and obtain, as a condition of any settlement or judgment, a complete and unconditional release of each relevant Indemnified Party from any and all liability in respect of such Third Party Claim. (iv)For indemnification obligations under this Agreement except to Claims other than Third Party Claims, the extent that Indemnified Party promptly shall notify the Indemnifying Party is materially prejudiced by in writing of any delay Claim for indemnification, describing in receiving reasonable detail the basis for such Claim. Within 30 days following receipt of this notice. In the event that , the Indemnifying Party agrees to shall respond, stating whether it disputes the existence or is determined to have scope of an obligation to indemnify or reimburse the Indemnified Party for Losses as provided in this ARTICLE 8, the Indemnifying Party shall, subject to the provisions of under this Section 8.4.1, promptly (but in any event, within thirty (30) days of receipt of the Indemnification Certificate) pay such amount to the Indemnified Party by wire transfer of immediately available funds to the account specified in writing by the Indemnified Party15. If the Indemnifying Party objects to all or a portion of does not respond within 30 days, the Indemnified Party shall send a second notice to the Indemnifying 28 Party’s claim made , marked at the top in bold lettering with the Indemnification Certificate, following language: “A RESPONSE IS REQUIRED WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A MASTER PREPAID LEASE WITH THE UNDERSIGNED AND FAILURE TO RESPOND SHALL RESULT IN YOUR RIGHT TO OBJECT BEING WAIVED” and the envelope containing the request must be marked “PRIORITY”. If the Indemnifying Party will does not notify the Indemnified Party within such 5 Business Days after the receipt of such objection by delivering a written statement (the “Objection Notice”) to second notice that the Indemnifying Party within sixty (60disputes its liability to the Indemnified Party under Section 15(a) days following receipt or Section 15(b), as applicable, such Claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability of the Indemnification Certificate (the “Response Period”). The Objection Notice shall indicate whether the Indemnifying Party objects to all under Section 15(a) or only a portion of the claim specified in the Indemnification Certificate and shall specify in reasonable detail the facts and circumstances supporting the Indemnifying Party’s basis and reasons for such objection. An Indemnifying Party’s failure to deliver an Objection Notice in accordance with the provisions of this Section 8.4.1 within the Response Period to any claim set forth in an Indemnification Certificate shall be deemed to be the Indemnifying Party’s acceptance of15(b), and waiver of any objections toas applicable, such claim and the Indemnifying Party shall be deemed to have agreed that an pay the amount equal to the full claimed amount specified in the Indemnification Certificate is owed of such Claim to the Indemnified PartyParty on demand or, in the case of any notice in which the amount of the Claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the Indemnifying Party timely disputes the existence or scope of an obligation to indemnify for the Claim, it shall explain in its Objection Notice objects only to a portion reasonable detail the basis for the dispute. If the Parties disagree on the scope or existence of an indemnification obligation for the Claim, management representatives of the Indemnified Party and the Indemnifying Party shall meet or confer by telephone within 20 Business Days in an attempt in good faith to resolve such dispute. If such Persons are unable to resolve the dispute, either Party may act to resolve the dispute in accordance with Section 37(b). (d)During the Term, for any dispute or litigation that arises during the Term in connection with any Ground Lessor, Ground Lease, Collocation Agreement, Tower Subtenant or any other issue relating to the operation of the Sites (collectively, “Disputes”), Tower Operator shall have the right to control, prosecute, settle or compromise such Disputes; provided, however, that Tower Operator shall not settle or compromise such Disputes (i) for which Tower Operator is seeking a claim for indemnification under the Master Agreement except in compliance with the terms, conditions and procedures set forth in the Indemnification Certificate Master Agreement or (ii) if the amount settlement or compromise involves an admission of Losses claimed any violation of Law or admission of wrongdoing by any AT&T Group Member, without the AT&T Lessors’ consent, which may be granted or withheld in the Indemnification Certificate to which the Indemnifying Party does not object shall be referred to herein as the “Agreed Amount”), then such Indemnifying Party shall, within ten AT&T Lessors’ sole discretion. (10) Business Days following the delivery of such Objection Notice pay the Agreed Amount to the Indemnified Party. If an Indemnifying Party shall provide Objection Notice in accordance with the e)The provisions of this Section 8.4.1, the Indemnifying Party and the Indemnified Party shall attempt in good faith 15 do not apply to any Claim for a period of twenty (20) days following the Indemnified Party’s receipt of the Objection Notice to agree upon the rights of the respective parties with respect to each of such claimsTaxes. If no such agreement can be reached after such twenty (20)-day period of good faith negotiation, either the Indemnifying Party or the Indemnified Party may initiate Litigation for purposes of having the matter settled in accordance with the terms of this AgreementSECTION 16.

Indemnification Claim Procedure. Except as provided in Section 8.4.2 with respect to Third Party claims, in the event (a) Promptly after obtaining knowledge of a claim made by any matter that a Purchaser Indemnitee Indemnified Party or a Seller Indemnitee Company Indemnified Party, acting in good faith, reasonably believes will entitle such Purchaser Indemnified Party or Company Indemnified Party (the in such capacity, an “Indemnified Party”), the ) to indemnification under this Article IX from any Person who would be obligated to indemnify such Indemnified Party shall give reasonably prompt written notice to if the other Party claim is indemnifiable hereunder (such obligated Person, the “Indemnifying Party”), which notice (an “Indemnification Certificate”) shall: (a) state that such Indemnified Party shall promptly provide to the Equityholder Representative, if the Indemnified Party has paid or properly accrued or in good faith anticipates that it will have to pay or accrue Losses that are subject to indemnification by the Indemnifying Party pursuant to Section 8.3.1 or Section 8.3.2, as applicable; and (b) specify in reasonable detail the facts and circumstances supporting the is a Purchaser Indemnified Party’s claim for indemnification (, or to the extent known) and contain a non-binding preliminaryPurchaser, good faith estimate of the amount to which if the Indemnified Party claims to be entitled is a Company Indemnified Party (to in this capacity, the extent known“Indemnifying Party Representative”), notice describing the matter in reasonable detail, including the nature of the claim, the basis for the indemnification obligation and the Losses resulting therefrom (a “Notice of Claim”); provided, however, that the failure to give reasonably prompt notice timely provide a Notice of Claim hereunder shall not relieve the applicable any Indemnifying Party of its indemnification obligations under this Agreement the obligation to indemnify such Indemnified Party except to the extent that the Indemnifying Party is materially prejudiced by any delay in receiving such notice. In the event that the Indemnifying Party agrees to or is determined to have an obligation to indemnify or reimburse the Indemnified Party for Losses as provided in this ARTICLE 8, the Indemnifying Party shall, subject to the provisions of this Section 8.4.1, promptly (but in any event, within thirty (30) days of receipt of the Indemnification Certificate) pay such amount to the Indemnified Party by wire transfer of immediately available funds to the account specified in writing by the Indemnified Party. If the Indemnifying Party objects to all or a portion of the Indemnified Party’s claim made failure to provide or delay in the Indemnification Certificate, the Indemnifying Party will notify the Indemnified Party providing a Notice of such objection by delivering a written statement (the “Objection Notice”) to the Indemnifying Party within sixty (60) days following receipt of the Indemnification Certificate (the “Response Period”). The Objection Notice shall indicate whether the Indemnifying Party objects to all or only a portion of the claim specified in the Indemnification Certificate and shall specify in reasonable detail the facts and circumstances supporting Claim actually prejudices the Indemnifying Party’s basis and reasons for ability to defend against or contest or resolve such objection. An Indemnifying Party’s failure to deliver an Objection Notice in accordance with the provisions of this Section 8.4.1 within the Response Period to any claim set forth in an Indemnification Certificate shall be deemed to be the Indemnifying Party’s acceptance of, and waiver of any objections to, such claim and the Indemnifying Party shall be deemed to have agreed that an amount equal to the full claimed amount specified in the Indemnification Certificate is owed to the Indemnified Party. If the Indemnifying Party in its Objection Notice objects only to a portion of the claim set forth in the Indemnification Certificate (the amount of Losses claimed in the Indemnification Certificate to which the Indemnifying Party does not object shall be referred to herein as the “Agreed Amount”), then such Indemnifying Party shall, within ten (10) Business Days following the delivery of such Objection Notice pay the Agreed Amount to the Indemnified Party. If an Indemnifying Party shall provide Objection Notice in accordance with the provisions of this Section 8.4.1, the Indemnifying Party and the Indemnified Party shall attempt in good faith for a period of twenty (20) days following the Indemnified Party’s receipt of the Objection Notice to agree upon the rights of the respective parties with respect to each of such claims. If no such agreement can be reached after such twenty (20)-day period of good faith negotiation, either the Indemnifying Party or the Indemnified Party may initiate Litigation for purposes of having the matter settled in accordance with the terms of this Agreementmatter.

Indemnification Claim Procedure. Except as provided in Section 8.4.2 ‎7.2.2 with respect to Third Party claims, in the event of a claim made by a Purchaser Buyer Indemnitee or a Seller Indemnitee (the “Indemnified Party”), the Indemnified Party shall give reasonably prompt written notice to the other Party (the “Indemnifying Party”), which notice (an “Indemnification Certificate”) shall: (a) state that the Indemnified Party has paid or properly accrued or in good faith anticipates that it will have to pay or accrue Losses that are subject to indemnification by the Indemnifying Party pursuant to Section 8.3.1 ‎7.1.1 or Section 8.3.2‎7.1.2, as applicable; , and (b) specify in reasonable detail the facts and circumstances supporting the Indemnified Party’s claim for indemnification (to the extent known) and contain a non-binding preliminary, good faith estimate of the amount to which the Indemnified Party claims to be entitled (to the extent known); provided, however, that the failure to give reasonably prompt notice shall not relieve the applicable Indemnifying Party of its indemnification obligations under this Agreement except to the extent that the Indemnifying Party is materially prejudiced by any delay in receiving such notice. In the event that the Indemnifying Party agrees to or is determined to have an obligation to indemnify or reimburse the Indemnified Party for Losses as provided in this ARTICLE 8Article 7, the Indemnifying Party shall, subject to the provisions of this Section 8.4.17.2.2, promptly (but in any event, within thirty (30) [***] days of receipt of the Indemnification Certificatecertificate) pay such amount to the Indemnified Party by wire transfer of immediately available funds to the account specified in writing by the Indemnified Party. If the Indemnifying Party objects to all or a portion of the Indemnified Party’s claim made in the Indemnification Certificate, the Indemnifying Party will notify the Indemnified Party of such objection by delivering a written statement (the “Objection Notice”) to the Indemnifying Party within sixty (60) [***] days following receipt of the Indemnification Certificate (the “Response Period”). The Objection Notice shall indicate whether the Indemnifying Party objects to all or only a portion of the claim specified in the Indemnification Certificate and shall specify in reasonable detail the facts and circumstances supporting the Indemnifying Party’s basis and reasons for such objection. An Indemnifying Party’s failure to deliver an Objection Notice in accordance with the provisions of this Section 8.4.1 ‎7.2.1 within the Response Period to any claim set forth in an Indemnification Certificate shall be deemed to be the Indemnifying Party’s acceptance of, and waiver of any objections to, such claim and the Indemnifying Party shall be deemed to have agreed that an amount equal to the full claimed amount specified in the Indemnification Certificate is owed to the Indemnified Party. If the Indemnifying Party in its Objection Notice objects only to a portion of the claim set forth in the Indemnification Certificate (the amount of Losses claimed in the Indemnification Certificate to which the Indemnifying Party does not object shall be referred to herein as the “Agreed Amount”), then such Indemnifying Party shall, within ten (10) [***] Business Days following the delivery of such Objection Notice pay the Agreed Amount to the Indemnified Party. If an Indemnifying Party shall provide Objection Notice in accordance with the provisions of this Section 8.4.1‎7.2.1, the Indemnifying Party and the Indemnified Party shall attempt in good faith for a period of twenty (20) [***] days following the Indemnified Party’s receipt of the Objection Notice to agree upon the rights of the respective parties with respect to each of such claims. If no such agreement can be reached after such twenty (20)-day [***]-day period of good faith negotiation, either the Indemnifying Party or the Indemnified Party may initiate Litigation for purposes of having the matter settled in accordance with the terms of this Agreement.

Indemnification Claim Procedure. Except as provided in Section 8.4.2 with respect to Third Party claims, in the event (a) Promptly after obtaining knowledge of a claim made by any matter that a Purchaser Indemnitee Indemnified Party or a Seller Indemnitee Indemnified Party, acting in good faith, reasonably believes will entitle such Purchaser Indemnified Party or Seller Indemnified Party (the in such capacity, an “Indemnified Party”), the ) to indemnification under this Article VI from any Person who would be obligated to indemnify such Indemnified Party shall give reasonably prompt written notice to if the other Party claim is indemnifiable hereunder (such obligated Person, the “Indemnifying Party”), which notice (an “Indemnification Certificate”) shall: (a) state that such Indemnified Party shall promptly provide to Seller, if the Indemnified Party has paid or properly accrued or in good faith anticipates that it will have to pay or accrue Losses that are subject to indemnification by the Indemnifying Party pursuant to Section 8.3.1 or Section 8.3.2, as applicable; and (b) specify in reasonable detail the facts and circumstances supporting the is a Purchaser Indemnified Party’s claim for indemnification (, or to the extent known) and contain a non-binding preliminaryPurchaser, good faith estimate of the amount to which if the Indemnified Party claims to be entitled is a Seller Indemnified Party, notice describing the matter in reasonable detail, including the nature of the claim, the basis for the indemnification obligation and the Losses resulting therefrom (to the extent knowna “Notice of Claim”); provided, however, that the failure to give reasonably prompt notice timely provide a Notice of Claim hereunder shall not relieve the applicable any Indemnifying Party of its indemnification obligations under this Agreement the obligation to indemnify such Indemnified Party except to the extent that the Indemnifying Party is materially prejudiced by any delay in receiving such notice. In the event that the Indemnifying Party agrees to or is determined to have an obligation to indemnify or reimburse the Indemnified Party for Losses as provided in this ARTICLE 8, the Indemnifying Party shall, subject to the provisions of this Section 8.4.1, promptly (but in any event, within thirty (30) days of receipt of the Indemnification Certificate) pay such amount to the Indemnified Party by wire transfer of immediately available funds to the account specified in writing by the Indemnified Party. If the Indemnifying Party objects to all or a portion of the Indemnified Party’s claim made failure to provide or delay in the Indemnification Certificate, the Indemnifying Party will notify the Indemnified Party providing a Notice of such objection by delivering a written statement (the “Objection Notice”) to the Indemnifying Party within sixty (60) days following receipt of the Indemnification Certificate (the “Response Period”). The Objection Notice shall indicate whether the Indemnifying Party objects to all or only a portion of the claim specified in the Indemnification Certificate and shall specify in reasonable detail the facts and circumstances supporting Claim actually prejudices the Indemnifying Party’s basis and reasons for ability to defend against or contest or resolve such objection. An Indemnifying Party’s failure to deliver an Objection Notice in accordance with the provisions of this Section 8.4.1 within the Response Period to any claim set forth in an Indemnification Certificate shall be deemed to be the Indemnifying Party’s acceptance of, and waiver of any objections to, such claim and the Indemnifying Party shall be deemed to have agreed that an amount equal to the full claimed amount specified in the Indemnification Certificate is owed to the Indemnified Party. If the Indemnifying Party in its Objection Notice objects only to a portion of the claim set forth in the Indemnification Certificate (the amount of Losses claimed in the Indemnification Certificate to which the Indemnifying Party does not object shall be referred to herein as the “Agreed Amount”), then such Indemnifying Party shall, within ten (10) Business Days following the delivery of such Objection Notice pay the Agreed Amount to the Indemnified Party. If an Indemnifying Party shall provide Objection Notice in accordance with the provisions of this Section 8.4.1, the Indemnifying Party and the Indemnified Party shall attempt in good faith for a period of twenty (20) days following the Indemnified Party’s receipt of the Objection Notice to agree upon the rights of the respective parties with respect to each of such claims. If no such agreement can be reached after such twenty (20)-day period of good faith negotiation, either the Indemnifying Party or the Indemnified Party may initiate Litigation for purposes of having the matter settled in accordance with the terms of this Agreementmatter.

Indemnification Claim Procedure. Except as provided (a) Promptly after becoming aware of the existence of any potential matter that a party hereto, acting in Section 8.4.2 with respect to Third Party claimsgood faith, in the event of a claim made by a Purchaser Indemnitee or a Seller Indemnitee reasonably believes will entitle such party (the “Indemnified Party”), the Indemnified Party shall give reasonably prompt written notice ) to the other Party indemnification from another party hereto (the “Indemnifying Party”), which under this Article VIII, the Indemnified Party shall promptly provide to the Indemnifying Party notice describing the matter in reasonable detail, including the nature of the claim, the basis for the indemnification obligation and the Losses resulting therefrom (an “Indemnification CertificateIndemnity Claim Notice”) shall: (a) state that the Indemnified Party has paid or properly accrued or in good faith anticipates that it will have to pay or accrue Losses that are subject to indemnification by the Indemnifying Party pursuant to Section 8.3.1 or Section 8.3.2, as applicable; and (b) specify in reasonable detail the facts and circumstances supporting the Indemnified Party’s claim for indemnification (to the extent known) and contain a non-binding preliminary, good faith estimate of the amount to which the Indemnified Party claims to be entitled (to the extent known); provided, however, that the failure Shareholder Representative shall be deemed to give reasonably prompt notice be the Indemnified Party or the Indemnifying Party, as applicable, for purposes of sending or receiving Indemnity Claim Notices or Indemnity Claim Responses on behalf of the Company Shareholders or the Company Shareholder Indemnified Parties, as the case may be, and otherwise taking actions pursuant to this Section 8.4 and Section 8.5. To the extent that any such matter relates to a Claim or Proceeding by any Person other than an Indemnified Party, such Claim or Proceeding is referred to herein as a “Third Party Claim”, which is governed by Section 8.5. No delay on the part of the Indemnified Party in giving the Indemnifying Party an Indemnity Claim Notice shall not limit or reduce the Indemnified Party’s right to indemnification hereunder, nor relieve the applicable Indemnifying Party from any of its indemnification obligations under this Agreement except Article VIII, unless (and then only to the extent that that) the Indemnifying Party is materially prejudiced by any delay in receiving such notice. In the event that the Indemnifying Party agrees to or is determined to have an obligation to indemnify or reimburse the Indemnified Party for Losses as provided in this ARTICLE 8, the Indemnifying Party shall, subject to the provisions of this Section 8.4.1, promptly (but in any event, within thirty (30) days of receipt of the Indemnification Certificate) pay such amount to the Indemnified Party by wire transfer of immediately available funds to the account specified in writing by the Indemnified Party. If the Indemnifying Party objects to all or a portion of the Indemnified Party’s claim made in the Indemnification Certificate, the Indemnifying Party will notify the Indemnified Party of such objection by delivering a written statement (the “Objection Notice”) to the Indemnifying Party within sixty (60) days following receipt of the Indemnification Certificate (the “Response Period”). The Objection Notice shall indicate whether the Indemnifying Party objects to all or only a portion of the claim specified in the Indemnification Certificate and shall specify in reasonable detail the facts and circumstances supporting the Indemnifying Party’s basis and reasons for such objection. An Indemnifying Party’s failure to deliver an Objection Notice in accordance with the provisions of this Section 8.4.1 within the Response Period to any claim set forth in an Indemnification Certificate shall be deemed to be the Indemnifying Party’s acceptance of, and waiver of any objections to, such claim and the Indemnifying Party shall be deemed to have agreed that an amount equal to the full claimed amount specified in the Indemnification Certificate is owed to the Indemnified Party. If the Indemnifying Party in its Objection Notice objects only to a portion of the claim set forth in the Indemnification Certificate (the amount of Losses claimed in the Indemnification Certificate to which the Indemnifying Party does not object shall be referred to herein as the “Agreed Amount”), then such Indemnifying Party shall, within ten (10) Business Days following the delivery of such Objection Notice pay the Agreed Amount to the Indemnified Party. If an Indemnifying Party shall provide Objection Notice in accordance with the provisions of this Section 8.4.1, the Indemnifying Party and the Indemnified Party shall attempt in good faith for a period of twenty (20) days following the Indemnified Party’s receipt of the Objection Notice to agree upon the rights of the respective parties with respect to each of such claims. If no such agreement can be reached after such twenty (20)-day period of good faith negotiation, either the Indemnifying Party or the Indemnified Party may initiate Litigation for purposes of having the matter settled in accordance with the terms of this Agreementthereby.

Indemnification Claim Procedure. Except If any Purchaser Indemnified Party or Stockholder Indemnified Party, as provided in Section 8.4.2 with respect to Third Party claims, in the event of a claim made by a Purchaser Indemnitee or a Seller Indemnitee applicable (the “Indemnified Party”), learns of any matter that it believes will entitle the Indemnified Party shall give reasonably prompt written notice to indemnification from the other Party party (the “Indemnifying Party”)) under this Article VII, which notice (an “Indemnification Certificate”) shall: (a) state that the Indemnified Party has paid or properly accrued or in good faith anticipates that it will have shall provide to pay or accrue Losses that are subject to indemnification by the Indemnifying Party pursuant to Section 8.3.1 or Section 8.3.2, as applicable; and (b) specify notice describing the matter in reasonable detail detail, including the facts and circumstances supporting nature of the Indemnified Party’s claim claim, the basis for the indemnification (obligation, to the extent known) and contain a non-binding preliminary, good faith estimate of the amount to which the Indemnified Party claims to be entitled (to the extent known); provided, however, that the failure to give reasonably prompt notice shall not relieve the applicable Indemnifying Party of its indemnification obligations under this Agreement except to the extent that the Indemnifying Party is materially prejudiced by any delay in receiving such notice. In the event that the Indemnifying Party agrees to or is determined to have an obligation to indemnify or reimburse the Indemnified Party for Losses as provided in this ARTICLE 8estimable, the Indemnifying Party shallestimated Losses resulting therefrom, subject to the provisions and reasonable supporting documentation (a “Notice of this Section 8.4.1, promptly (but in any event, within thirty (30) days of receipt of the Indemnification Certificate) pay such amount to the Indemnified Party by wire transfer of immediately available funds to the account specified in writing by the Indemnified Party. If the Indemnifying Party objects to all or a portion of the Indemnified Party’s claim made in the Indemnification Certificate, the Indemnifying Party will notify the Indemnified Party of such objection by delivering a written statement (the “Objection Notice”) to the Indemnifying Party within sixty (60) days following receipt of the Indemnification Certificate (the “Response PeriodClaim”). The Objection Notice shall indicate whether the Indemnifying Party objects to all or only a portion of the claim specified in the Indemnification Certificate and shall specify in reasonable detail the facts and circumstances supporting the Indemnifying Party’s basis and reasons for such objection. An Indemnifying Party’s failure to deliver an Objection Notice in accordance with the provisions of this Section 8.4.1 within the Response Period to any claim set forth in an Indemnification Certificate shall be deemed to be the Indemnifying Party’s acceptance of, and waiver of any objections to, such claim and the Indemnifying Party shall be deemed to have agreed that an amount equal to the full claimed amount specified in the Indemnification Certificate is owed to the Indemnified Party. If the Indemnifying Party in its Objection Notice objects only to a portion of the claim set forth in the Indemnification Certificate (the amount of Losses claimed in the Indemnification Certificate to which the Indemnifying Party does not object shall be referred to herein as the “Agreed Amount”), then such Indemnifying Party shall, within ten (10) Business Days following after its receipt of the delivery Notice of such Objection Notice pay Claim to respond to the Agreed Amount claim(s) described therein in a written notice to the Indemnified Party (a “Dispute Notice”) setting forth, in reasonable detail, the Indemnifying Party’s objection(s) to the claim(s), its bases for such objection(s) and reasonable documentation supporting its objection(s). If an the Indemnifying Party fails to provide a Dispute Notice with such time period, the Indemnifying Party will be deemed to have conceded the claim(s) set forth in the Notice of Claim. If the Indemnifying Party provides a Dispute Notice within such time period, the Indemnified Party and the Indemnifying Party shall provide Objection Notice negotiate in accordance with good faith resolution of the provisions disputed claim(s) for a period of this Section 8.4.1, not less than twenty (20) Business Days after the response is provided. If the Indemnifying Party and the Indemnified Party shall attempt in good faith for a period of twenty (20are unable to resolve any such claim(s) days following within such time period, the Indemnified Party’s receipt of Party shall be entitled to pursue any legal remedies available to the Objection Notice to agree upon Indemnified Party against the rights of the respective parties Indemnifying Party with respect to each of such claims. If no such agreement can be reached after such twenty (20)-day period of good faith negotiationthe unresolved claim(s), either subject to Stockholder Indemnity Deductible, the Indemnifying Party or Stockholder Indemnity Cap, the Indemnified Party may initiate Litigation for purposes of having Purchaser Indemnity Deductible, the matter settled in accordance with Purchaser Indemnity Cap and the terms other provisions of this AgreementArticle VII, in each case to the extent applicable.

Indemnification Claim Procedure. Except as provided in Section 8.4.2 8.2.2 with respect to Third Party claimsClaims, in the event of a claim made by a Purchaser Buyer Indemnitee or a Seller Indemnitee (the “Indemnified Party”), the Indemnified Party shall give reasonably prompt written notice to the other Party that may be obligated to indemnify such Indemnified Party pursuant to Section 8.1, (the “Indemnifying Party”), which notice (an “Indemnification Certificate”) shall: (a) state that the Indemnified Party has paid or properly accrued or in good faith anticipates that it will have to pay or accrue Losses that are subject to indemnification by the Indemnifying Party pursuant to Section 8.3.1 8.1.1 or Section 8.3.28.1.2, as applicable; , and (b) specify in reasonable detail the facts individual items and circumstances supporting the Indemnified Party’s claim for indemnification amounts of such Losses (to the extent known) and contain or a non-binding preliminary, good faith estimate of the amount to which the Indemnified Party claims to be entitled (of such Losses to the extent knownthe actual amount of Losses are unknown at such time), the date each such item was paid or properly accrued, or the basis for such anticipated Liability, and a description of the basis of such Indemnified Party’s claim for indemnification; provided, however, that the failure to give reasonably prompt notice shall not relieve the applicable Indemnifying Party of its indemnification obligations under this Agreement except to the extent that the Indemnifying Party is materially prejudiced by any delay in receiving such notice. In the event that the Indemnifying Party agrees to or is determined to have an obligation to indemnify or reimburse the Indemnified Party for Losses as provided in this ARTICLE Article 8, the Indemnifying Party shall, subject to the provisions of this Section 8.4.18.2.2, promptly (but but, in any event, within thirty (30) 30 days of receipt of the Indemnification Certificatefollowing such agreement or determination) pay such amount to the Indemnified Party by wire transfer of immediately available funds to the account specified in writing by the Indemnified Party. If the Indemnifying Party objects to all or a portion of the Indemnified Party’s claim made in the Indemnification Certificate, the Indemnifying Party (i) will notify the Indemnified Party of such objection by delivering a written statement (the “Objection Notice”) to the Indemnifying Party within sixty (60) 30 days following receipt of the Indemnification Certificate and (ii) may defer making such payment, subject to delivery of an Objection Notice pursuant to the “Response Period”preceding clause (i). The Objection Notice shall indicate whether the Indemnifying Party objects to all or only a portion of the claim specified in the Indemnification Certificate and shall specify in reasonable detail the facts and circumstances supporting the Indemnifying Party’s basis and reasons for such objection. An Indemnifying Party’s failure to deliver an Objection Notice in accordance with the provisions of this Section 8.4.1 within the Response Period to any claim set forth in an Indemnification Certificate shall be deemed to be the Indemnifying Party’s acceptance of, and waiver of any objections to, such claim and the Indemnifying Party shall be deemed to have agreed that an amount equal to the full claimed amount specified in the Indemnification Certificate is owed to the Indemnified Party. If the Indemnifying Party in its Objection Notice objects only to a portion of the claim set forth in the Indemnification Certificate (the amount of Losses claimed in the Indemnification Certificate to which the Indemnifying Party does not object shall be referred to herein as the “Agreed Amount”), then then, subject to the limitations of this Article 8, such Indemnifying Party shall, within ten (10) 10 Business Days following the delivery of such Objection Notice pay the Agreed Amount to the Indemnified Party. If an Indemnifying Party shall provide an Objection Notice in accordance with the provisions of this Section 8.4.18.2.1, the Indemnifying Party and the Indemnified Party shall attempt in good faith for a period of twenty (20) 20 days following the Indemnified Party’s receipt of the Objection Notice to agree upon the rights of the respective parties with respect to each of such claims. If no such agreement can be reached after such twenty (20)-day 20-day period of good faith negotiation, either the Indemnifying Party or the Indemnified Party may initiate Litigation submit such Dispute for purposes of having the matter settled resolution in accordance with the terms of this AgreementSection 10.1.2.

Indemnification Claim Procedure. Except as provided in Section 8.4.2 7.2.2 with respect to Third Party claims, in the event of a claim made by a Purchaser Buyer Indemnitee or a Seller Indemnitee (the “Indemnified Party”), the Indemnified Party shall give reasonably prompt written notice to the other Party (the “Indemnifying Party”), which notice (an “Indemnification Certificate”) shall: (a) state that the Indemnified Party has paid or properly accrued or in good faith anticipates that it will have to pay or accrue Losses that are subject to indemnification by the Indemnifying Party pursuant to Section 8.3.1 7.1.1 or Section 8.3.27.1.2, as applicable; , and (b) specify in reasonable detail the facts and circumstances supporting the Indemnified Party’s claim for indemnification (to the extent known) and contain a non-binding preliminary, good faith estimate of the amount to which the Indemnified Party claims to be entitled (to the extent known); provided, however, that the failure to give give, or delay in giving, reasonably prompt notice shall not relieve the applicable Indemnifying Party of its indemnification obligations under this Agreement except to the extent that the Indemnifying Party is materially prejudiced forfeits rights or defenses by any reason of such delay in receiving such noticeor failure. In the event that the Indemnifying Party agrees to or is determined to have an obligation to indemnify or reimburse the Indemnified Party for Losses as provided in this ARTICLE 8, 7 the Indemnifying Party shall, subject to the provisions of this Section 8.4.17.2.2, promptly (but in any event, within thirty (30) 30 days of receipt of the Indemnification Certificate) pay such amount to the Indemnified Party by wire transfer of immediately available funds to the account specified in writing by the Indemnified Party. If the Indemnifying Party objects to all or a portion of the Indemnified Party’s claim made in the Indemnification Certificate, the Indemnifying Party will notify the Indemnified Party of such objection by delivering a written statement (the “Objection Notice”) to the Indemnifying Party within sixty (60) 30 days following receipt of the Indemnification Certificate (the “Response Period”)Certificate. The Objection Notice shall indicate whether the Indemnifying Party objects to all or only a portion of the claim specified in the Indemnification Certificate and shall specify in reasonable detail the facts and circumstances supporting the Indemnifying Party’s basis and reasons for such objection. An Indemnifying Party’s failure to deliver an Objection Notice in accordance with the provisions of this Section 8.4.1 7.2.1 within the Response Period such 30-day period to any claim set forth in an Indemnification Certificate shall be deemed to be the Indemnifying Party’s acceptance of, and waiver of any objections to, such claim and the Indemnifying Party shall be deemed to have agreed that an amount equal to the full claimed amount specified in the Indemnification Certificate is owed to the Indemnified Party. If the Indemnifying Party in its Objection Notice objects only to a portion of the claim set forth in the Indemnification Certificate (the amount of Losses claimed in the Indemnification Certificate to which the Indemnifying Party does not object shall be referred to herein as the “Agreed Amount”), then such Indemnifying Party shall, within ten (10) 10 Business Days following the delivery of such Objection Notice pay the Agreed Amount to the Indemnified Party. If an Indemnifying Party shall provide an Objection Notice in accordance with the provisions of this Section 8.4.17.2.1, the Indemnifying Party and the Indemnified Party shall attempt in good faith for a period of twenty (20) 20 days following the Indemnified Party’s receipt of the Objection Notice to agree upon the rights of the respective parties with respect to each of such claims. If no such agreement can be reached after such twenty (20)-day 20-day period of good faith negotiation, either the Indemnifying Party or the Indemnified Party may initiate Litigation for purposes of having the matter settled in accordance with the terms of this Agreement.

Indemnification Claim Procedure. Except as provided in Section 8.4.2 5.2.1 with respect to Third Party claimsClaims, in the event of a claim made by a Purchaser Buyer Indemnitee or a Seller Indemnitee (the “Indemnified Party”), the Indemnified Party shall give reasonably prompt written notice to the other Party (the “Indemnifying Party”), which notice (an “Indemnification Certificate”) shall: (a) state that the Indemnified Party has paid or properly accrued or in good faith reasonably anticipates that it will have to pay or accrue Losses that are subject to indemnification by the Indemnifying Party pursuant to Section 8.3.1 5.1.1 or Section 8.3.25.1.2, as applicable; , and (b) specify in reasonable detail the facts individual items and circumstances supporting amounts of such Losses, the date each such item was paid or properly accrued, or the basis for such anticipated Liability, and a description of the basis of such Indemnified Party’s claim for indemnification (to the extent known) and contain a non-binding preliminary, good faith estimate of the amount to which the Indemnified Party claims to be entitled (to the extent known)indemnification; provided, however, that the failure to give reasonably prompt notice shall not relieve the applicable Indemnifying Party of its indemnification obligations under this Agreement except to the extent that the Indemnifying Party is materially prejudiced by any delay in receiving such notice. In the event that the Indemnifying Party agrees to or is determined to have an obligation to indemnify or reimburse the [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. Indemnified Party for Losses as provided in this ARTICLE 8Article 5, the Indemnifying Party shall, subject to the provisions of this Section 8.4.15.3, promptly (but but, in any event, within thirty (30) 30 days of receipt of the Indemnification Certificatefollowing such agreement or determination) pay such amount to the Indemnified Party by wire transfer of immediately available funds to the account specified in writing by the Indemnified Party. If the The Indemnifying Party may defer making such payment if it objects in a written statement to all or a portion of the Indemnified Party’s claim made in the Indemnification Certificate, the Indemnifying Party will notify the Indemnified Party of Certificate and delivers such objection by delivering a written statement (the “Objection Notice”) to the Indemnifying Party within sixty (60) days following receipt prior to the expiration of the Indemnification Certificate (the “Response Period”). The Objection Notice shall indicate whether the Indemnifying Party objects to all or only a portion of the claim specified in the Indemnification Certificate and shall specify in reasonable detail the facts and circumstances supporting the Indemnifying Party’s basis and reasons for such objection30-day period. An Indemnifying Party’s failure to deliver an Objection Notice in accordance with the provisions of this Section 8.4.1 object within the Response Period such 30-day period to any claim set forth in an Indemnification Certificate shall be deemed to be the Indemnifying Party’s acceptance of, and waiver of any objections to, such claim and the Indemnifying Party shall be deemed to have agreed that an amount equal to the full claimed amount specified in the Indemnification Certificate is owed to the Indemnified Party. If the Indemnifying Party in its Objection Notice objects only to a portion of the claim set forth in the Indemnification Certificate (the amount of Losses claimed in the Indemnification Certificate to which the Indemnifying Party does not object shall be referred to herein as the “Agreed Amount”), then such Indemnifying Party shall, within ten (10) Business Days following the delivery of such Objection Notice pay the Agreed Amount to the Indemnified Partyclaim. If an Indemnifying Party shall provide Objection Notice so object in accordance with the provisions of this Section 8.4.1writing to any claim or claims made in any Indemnification Certificate, the Indemnifying Party and the Indemnified Party shall attempt in good faith for a period of twenty (20) 20 days following the Indemnified Party’s receipt of the Objection Notice such objection notice to agree upon the respective rights of the respective parties with respect to each of such claims. If no such agreement can be reached after such twenty (20)-day 20-day period of good faith negotiation, either the Indemnifying Party or the Indemnified Party may initiate Litigation for purposes of having the matter settled in accordance with the terms of this Agreement.

Indemnification Claim Procedure. Except as provided in Section 8.4.2 with respect to Third Party claims, in the event of a claim made by a Purchaser Indemnitee or a Seller Indemnitee (the “Indemnified Party”), the i)Any Indemnified Party shall give reasonably prompt written notice promptly notify the Party or Parties alleged to the other Party be obligated to indemnify (the “Indemnifying Party”) in writing of any relevant pending or threatened Claim by a third party (a “Third Party Claim”), which notice (an “Indemnification Certificate”) shall: (a) state that the Indemnified Party has paid or properly accrued or in good faith anticipates that it will have to pay or accrue Losses that are subject to indemnification by the Indemnifying Party pursuant to Section 8.3.1 or Section 8.3.2, as applicable; and (b) specify describing in reasonable detail the facts and circumstances supporting with respect to the subject matter of the Claim; provided, however, that delay in providing such notice shall not release the Indemnifying Party from any of its obligations under Section 13(a) or Section 13(b), except to the extent (and only to the extent) the delay actually and materially prejudices the Indemnifying Party's ability to defend such Claim. (ii)The Indemnifying Party may assume and control the defense of any Third Party Claim with counsel selected by the Indemnifying Party that is reasonably acceptable to the Indemnified Party by accepting its obligation to defend in writing and agreeing to pay defense costs (including attorney's fees and expenses) within 30 days of receiving notice of the Third Party Claim. If the Indemnifying Party declines, fails to respond to the notice, or fails to assume defense of the Third Party Claim within such 30-day period, then the Indemnified Party may control the defense and the Indemnifying Party shall pay all defense costs as incurred by the Indemnified Party’s claim for indemnification (. The Party that is not controlling the defense of the Third Party Claim shall have the right to participate in the extent known) defense and contain a non-binding preliminary, to retain separate counsel at its own expense. The Party that is controlling the defense shall use reasonable efforts to inform the other Party about the status of the defense. The Parties shall cooperate in good faith estimate in the defense of any Third Party Claim. Notwithstanding the amount foregoing, the Indemnifying Party shall not be entitled to which assume the defense of any Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the Indemnified Party claims to in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot reasonably be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages. (iii)The Indemnifying Party shall not consent to a settlement of, or the extent known)entry of any judgment arising out of or in connection with, any Third Party Claim, without the consent of any Indemnified Party; provided, however, that the failure to give reasonably prompt notice Indemnified Party shall not relieve withhold its consent if such settlement or judgment involves solely the applicable payment of money, without any finding or admission of any violation of Law or admission of any wrongdoing. The Indemnifying Party shall pay or cause to be paid all amounts arising out of its such settlement or judgment concurrently with the effectiveness of such settlement and obtain, as a condition of any settlement or judgment, a complete and unconditional release of each relevant Indemnified Party from any and all liability in respect of such Third Party Claim. (iv)For indemnification obligations under this Agreement except to Claims other than Third Party Claims, the extent that Indemnified Party promptly shall notify the Indemnifying Party is materially prejudiced by in writing of any delay Claim for indemnification, describing in receiving reasonable detail the basis for such Claim. Within 30 days following receipt of this 35 notice. In the event that , the Indemnifying Party agrees to shall respond, stating whether it disputes the existence or is determined to have scope of an obligation to indemnify or reimburse the Indemnified Party for Losses as provided in this ARTICLE 8, the Indemnifying Party shall, subject to the provisions of under this Section 8.4.1, promptly (but in any event, within thirty (30) days of receipt of the Indemnification Certificate) pay such amount to the Indemnified Party by wire transfer of immediately available funds to the account specified in writing by the Indemnified Party13. If the Indemnifying Party objects to all or a portion of does not notify the Indemnified Party’s claim made in the Indemnification Certificate, party within such 30-day period that the Indemnifying Party will notify disputes its liability to the Indemnified Party under Section 13(a) or Section 13(b), as applicable, such Claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability of such objection by delivering a written statement (the “Objection Notice”) to the Indemnifying Party within sixty (60under Section 13(a) days following receipt of the Indemnification Certificate (the “Response Period”or Section 13(b). The Objection Notice shall indicate whether the Indemnifying Party objects to all or only a portion of the claim specified in the Indemnification Certificate and shall specify in reasonable detail the facts and circumstances supporting the Indemnifying Party’s basis and reasons for such objection. An Indemnifying Party’s failure to deliver an Objection Notice in accordance with the provisions of this Section 8.4.1 within the Response Period to any claim set forth in an Indemnification Certificate shall be deemed to be the Indemnifying Party’s acceptance of, and waiver of any objections toas applicable, such claim and the Indemnifying Party shall be deemed to have agreed that an pay the amount equal to the full claimed amount specified in the Indemnification Certificate is owed of such Claim to the Indemnified PartyParty on demand or, in the case of any notice in which the amount of the Claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the Indemnifying Party disputes the existence or scope of an obligation to indemnify for the Claim within such 30-day period, it shall explain in its Objection Notice objects only to a portion reasonable detail the basis for the dispute. If the Parties disagree on the scope or existence of an indemnification obligation for the Claim, management representatives of the claim set forth in the Indemnification Certificate (the amount of Losses claimed in the Indemnification Certificate to which the Indemnifying Party does not object shall be referred to herein as the “Agreed Amount”), then such Indemnifying Party shall, within ten (10) Business Days following the delivery of such Objection Notice pay the Agreed Amount to the Indemnified Party. If an Indemnifying Party shall provide Objection Notice in accordance with the provisions of this Section 8.4.1, the Indemnifying Party and the Indemnified Party Indemnifying Party, at the Vice President level or higher, shall meet or confer by telephone within 20 Business Days in an attempt in good faith for a period of twenty (20) days following the Indemnified Party’s receipt of the Objection Notice to agree upon the rights of the respective parties with respect to each of resolve such claimsdispute. If no such agreement can be reached after such twenty (20)-day period of good faith negotiationPersons are unable to resolve the dispute, either the Indemnifying Party or the Indemnified Party may initiate Litigation for purposes of having act to resolve the matter settled dispute in accordance with Sections 33(i) and 33(j). (d)During the terms Term, for any dispute or litigation that arises during the Term in connection with any Ground Lessor, Ground Lease, Collocation Agreement, Tower Subtenant or any other issue relating to the operation of this Agreementthe Sites (collectively, “Disputes”), Tower Operator shall have the right to control, prosecute, settle or compromise such Disputes; provided, however, that Tower Operator shall not settle or compromise such Disputes (i) for which Tower Operator is seeking a claim for indemnification under the Master Agreement or (ii) if the settlement or compromise involves an admission of any violation of Law or admission of wrongdoing by T-Mobile Collocator, in each case without T-Mobile Collocator's consent which shall not be unreasonably withheld, conditioned or delayed. SECTION 14.

Indemnification Claim Procedure. Except If any Purchaser Indemnified Party or Seller Indemnified Party, as provided in Section 8.4.2 with respect to Third Party claimsapplicable, in the event of a claim made by a Purchaser Indemnitee or a Seller Indemnitee such capacity (the “Indemnified Party”), learns of any matter that it believes will entitle the Indemnified Party shall give reasonably prompt written notice to indemnification from the other Party Purchaser, Purchaser Europe or either or both of the Sellers, as applicable, in such capacity (the “Indemnifying Party”)) under this Article VII, which notice (an “Indemnification Certificate”) shall: (a) state that the Indemnified Party has paid or properly accrued or in good faith anticipates that it will have shall provide to pay or accrue Losses that are subject to indemnification by the Indemnifying Party pursuant to Section 8.3.1 or Section 8.3.2, as applicable; and (b) specify notice describing the matter in reasonable detail detail, including the facts and circumstances supporting nature of the Indemnified Party’s claim claim, the basis for the indemnification (obligation and, to the extent known) and contain reasonably estimable, the estimated Losses resulting therefrom (a non-binding preliminary, good faith estimate “Notice of the amount to which the Indemnified Party claims to be entitled (to the extent knownClaim”); provided, however, that the failure to give reasonably prompt notice shall not relieve the applicable . The Indemnifying Party of shall have ten (10) Business Days after its indemnification obligations under this Agreement except to the extent that the Indemnifying Party is materially prejudiced by any delay in receiving such notice. In the event that the Indemnifying Party agrees to or is determined to have an obligation to indemnify or reimburse the Indemnified Party for Losses as provided in this ARTICLE 8, the Indemnifying Party shall, subject to the provisions of this Section 8.4.1, promptly (but in any event, within thirty (30) days of receipt of the Indemnification CertificateNotice of Claim to respond to the claim(s) pay such amount described therein in a written notice to the Indemnified Party by wire transfer of immediately available funds (a “Dispute Notice”) setting forth, in reasonable detail, the Indemnifying Party’s objection(s) to the account specified in writing by the Indemnified Partyclaim(s) and its bases for such objection(s). If the Indemnifying Party objects fails to all or provide a portion of the Indemnified Party’s claim made in the Indemnification CertificateDispute Notice with such time period, the Indemnifying Party will notify be deemed to have conceded the Indemnified Party claim(s) set forth in the Notice of such objection by delivering a written statement (the “Objection Notice”) to Claim. If the Indemnifying Party within sixty (60) days following receipt does not dispute, in its Dispute Notice, all of the Indemnification Certificate (the “Response Period”). The Objection Notice shall indicate whether the Indemnifying Party objects to all or only a portion of the claim specified in the Indemnification Certificate and shall specify in reasonable detail the facts and circumstances supporting the Indemnifying Party’s basis and reasons for such objection. An Indemnifying Party’s failure to deliver an Objection Notice in accordance with the provisions of this Section 8.4.1 within the Response Period to any claim he claims set forth in an Indemnification Certificate shall be deemed to be the Indemnifying Party’s acceptance ofcorresponding Notice of Claim, and waiver of any objections to, such claim and the Indemnifying Party shall be deemed to have agreed that an amount equal conceded any claims to the full claimed amount specified which it has not disputed in the Indemnification Certificate is owed to the Indemnified Partysuch Dispute Notice. If the Indemnifying Party in its Objection provides a Dispute Notice objects only to a portion of within such time period, the claim set forth in the Indemnification Certificate (the amount of Losses claimed in the Indemnification Certificate to which Indemnified Party and the Indemnifying Party does shall negotiate in good faith resolution of the disputed claim(s) for a period of not object shall be referred to herein as the “Agreed Amount”), then such Indemnifying Party shall, within ten less than twenty (1020) Business Days following after the delivery of such Objection Notice pay the Agreed Amount to the Indemnified Partyresponse is provided. If an Indemnifying Party shall provide Objection Notice in accordance with the provisions of this Section 8.4.1, the Indemnifying Party and the Indemnified Party shall attempt in good faith for a period of twenty (20are unable to resolve any such claim(s) days following within such time period, the Indemnified Party’s receipt of Party shall be entitled to pursue any legal remedies available to the Objection Notice to agree upon Indemnified Party against the rights of the respective parties Indemnifying Party with respect to each of such claims. If no such agreement can be reached after such twenty (20)-day period of good faith negotiationthe unresolved claim(s), either subject to Seller Indemnification Deductible, the Indemnifying Party or Seller Indemnification Cap, the Indemnified Party may initiate Litigation for purposes of having Purchaser Indemnification Deductible, the matter settled in accordance with Purchaser Indemnification Cap and the terms other provisions of this AgreementArticle VII, in each case to the extent applicable.