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 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 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 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 not object shall be referred to herein as the “Agreed Amount”), then such Indemnifying Party shall, meet or confer by telephone within ten (10) 20 Business Days following the delivery of such Objection Notice pay the Agreed Amount to the Indemnified Party. If in 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 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 the terms of this AgreementSection 32(b).

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”), which notice ) in writing of any relevant pending or threatened Claim by a third party (an a “Indemnification CertificateThird Party Claim”) 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 Third 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 Section 13(a) or Section 13(b), except to the extent that (and only to the extent) the delay actually and materially prejudices the Indemnifying Party’s ability to defend such Third Party 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 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 reasonable out-of-pocket attorney’s fees and expenses) within 30 days of immediately available funds receiving notice of the Third Party Claim. If the Indemnifying Party declines to indemnify as required, fails to respond to the account specified in writing notice, or fails to assume defense (or cause its insurer 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. 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 cost and 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 out-of-pocket 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. (iii) The Indemnifying Party shall not consent to a settlement or compromise 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 that the Indemnified Party may not withhold its consent if such settlement, compromise or judgment involves solely the payment of money without any finding or admission of any violation of Law or admission of any wrongdoing and will not create, in the reasonable opinion of the Indemnified Party or adverse precedent with respect to the third party or any other person similarly situated as the third party with respect to other similar Third Party Claims or reasonably anticipated potential similar Third Party Claims). The Indemnifying Party shall pay or cause to be paid all amounts arising out of such settlement, compromise or judgment concurrently with the effectiveness of such settlement, compromise or entry of judgment and shall obtain, as a condition of any settlement, compromise or entry of 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 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 Section 13. 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 10 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 10 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 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 not object shall be referred to herein as the “Agreed Amount”), then such Indemnifying Party shall, meet or confer by telephone within ten (10) 20 Business Days following the delivery of such Objection Notice pay the Agreed Amount to the Indemnified Party. If in 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 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 the terms of this AgreementSection 33(b).

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 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 Third 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 Section 15(a) or Section 15(b), except to the extent that (and only to the extent) the delay actually and materially prejudices the Indemnifying Party’s ability to defend such Third Party 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 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 reasonable out-of-pocket attorney’s fees and expenses) within 30 days of immediately available funds receiving notice of the Third Party Claim. If the Indemnifying Party declines to indemnify as required, fails to respond to the account specified in writing notice, or fails to assume defense (or cause its insurer 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. 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 cost and 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 out-of-pocket 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. (iii) The Indemnifying Party shall not consent to a settlement or compromise 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 that the Indemnified Party may not withhold its consent if such settlement, compromise or judgment involves solely the payment of money without any finding or admission of any violation of Law or admission of any wrongdoing and will not create, in the reasonable opinion of the Indemnified Party, or adverse precedent with respect to the third party or any other person similarly situated as the third party with respect to other similar Third Party Claims or reasonably anticipated potential similar Third Party Claims). The Indemnifying Party shall pay or cause to be paid all amounts arising out of such settlement, compromise or judgment concurrently with the effectiveness of such settlement, compromise or entry of judgment and shall obtain, as a condition of any settlement, compromise or entry of 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 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 Section 15. 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 10 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 10 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 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 not object shall be referred to herein as the “Agreed Amount”), then such Indemnifying Party shall, meet or confer by telephone within ten (10) 20 Business Days following the delivery of such Objection Notice pay the Agreed Amount to the Indemnified Party. If in 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 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 the terms of this AgreementSection 37(b).

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 a) Any Indemnified Party seeking indemnification hereunder shall give reasonably prompt written notice to the other Party persons against whom indemnification is sought (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 assertion of any claim by a third party or the discovery of any fact upon which the Indemnified Party claims intends to be entitled (base a claim hereunder. The delay or failure of any Indemnified Party to the extent known); provided, however, that the failure to give reasonably prompt provide notice hereunder shall not relieve the applicable Indemnifying Party of in any way limit its indemnification obligations under this Agreement rights hereunder except to the extent that the Indemnifying Party demonstrates that its ability to defend or resolve such claim is actually and materially prejudiced by thereby. Any such notice shall describe the facts and circumstances upon which the asserted claim for indemnification is based and shall include the amount of the indemnified Losses (or, if such amount is not then determined, a good faith estimate thereof) and the basis for the determination of the amount of such Losses. (b) With respect to a third party claim: (i) The Indemnifying Party may, if applicable, and at the request of the Indemnified Party shall, participate in and control the defense of any delay in receiving such noticethird party claim at its own expense. In the event that If the Indemnifying Party agrees elects to assume the defense (whether or is determined to have an obligation to indemnify or reimburse not obligated to) of any such claim, the Indemnified Party for Losses as provided may participate in this ARTICLE 8such defense, the Indemnifying Party shall, subject to the provisions of this Section 8.4.1, promptly (but in any event, within thirty (30) days such case the expenses 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 shall be paid by the Indemnified Party. If the Indemnifying Party objects shall fail to all defend a third party claim or, if after commencing or undertaking any such defense, shall fail to prosecute or shall withdraw from such defense, the Indemnified Party shall have the right to undertake the defense thereof at the Indemnifying Party’s expense. Notwithstanding the foregoing, if the Indemnifying Party assumes the defense of a portion of third party claim and if the Indemnified Party later determines in good faith that the third party claim is (x) likely to materially adversely affect it or its business in a manner that may not be adequately compensated by money damages or (y) may expose the Indemnified Party to potential obligations or Losses that may not be fully satisfied by the Indemnifying Party, then the Indemnified Party may, by written notice to the Indemnifying Party, assume the exclusive right to defend, compromise, or settle such claim. If the Indemnified Party shall so assume the exclusive right to defend, compromise, or settle such claim as it relates to the Indemnified Party’s claim made in the Indemnification Certificateliability only, the Indemnifying Party will notify all attorneys’ fees and other expenses incurred by the Indemnified Party in the defense, compromise or settlement 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 claim 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 be at the Indemnifying Party’s basis and reasons for such objection. An Indemnifying Party’s failure to deliver an Objection Notice in accordance with expense; (ii) The Party controlling 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 defense of any objections tothird party suit, action or proceeding shall keep the other Party advised of the status of such action, suit or proceeding and the defense thereof and shall consider in good faith recommendations made by the other Party with respect thereto; and (iii) The Indemnifying Party shall not settle any third party claim and without the consent (which consent shall not be unreasonably withheld or delayed) of the Indemnified Party if any relief, other than the payment of money damages which the Indemnifying Party shall be deemed obligated to have agreed that an amount equal to the full claimed amount specified pay 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 full, would 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 granted against 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 or its Affiliates by such claims. If no such agreement can be reached after such twenty (20)-day period of good faith negotiation, either the Indemnifying Party settlement or if the Indemnified Party may initiate Litigation would be liable to the third party for purposes any portion of having the matter settled in accordance with the terms of this Agreementsuch settlement.

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, describing in reasonable detail the amount or the estimated amount of Claims sought thereunder, any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Third Party Claim Notice”) promptly after receipt by such Indemnified Party of written notice of the Third Party Claim; provided, however, that any failure to provide or delay in providing a Third Party Claim Notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure or delay. To the extent permitted by applicable Law, the Indemnified Party shall deliver to the Indemnifying Party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party 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 such failure or delay. (b) If a Third Party Claim is made against an Indemnified Party, the Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party by delivering notice to the Indemnified Party in writing within 20 Business Days after receiving the Third Party Claim Notice that it elects to assume such defense and pay its defense costs in connection therewith (including attorneys’ fees and expenses). If the Indemnifying Party declines, fails to respond to the Third Party Claim Notice or fails to assume the defense of the Third Party Claim within such 20 Business Day period, then the Indemnified Party may control the defense of such Third Party Claim. Should the Indemnifying Party elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be required to indemnify the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof, unless the Third Party Claim involves conflicts of interest or substantially different defenses for the Indemnified Party and the Indemnifying Party. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in defense thereof and to employ counsel, at its own expense (except as provided in the immediately preceding sentence), which notice separate from the counsel employed by the Indemnifying Party. If the Indemnifying Party chooses to defend any Third Party Claim, all the Parties hereto shall cooperate in the defense or prosecution thereof. Such cooperation shall include using commercially reasonable efforts to retain and (an “Indemnification Certificate”upon the Indemnifying Party’s request) shall: (a) state provide to the Indemnifying Party records and information that are reasonably relevant to such Third Party Claim, and using commercially reasonable efforts to make employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnified Party shall not admit any Liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party’s prior written consent. 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 written consent of the applicable Indemnified Party; provided, however, that the Indemnified Party has paid shall not withhold its consent if (i) contemporaneously with the effectiveness of such settlement, compromise or properly accrued or in good faith anticipates that it will have to pay or accrue Losses that are subject to indemnification by consent, the Indemnifying Party pursuant pays in full any obligation imposed on the Indemnified Party by such settlement, compromise or consent, which as a condition to Section 8.3.1 such settlement, compromise or Section 8.3.2consent releases each relevant Indemnified Party completely and unconditionally in connection with such settlement, as applicable; compromise or consent and without any finding or admission of any violation of Law or admission of any wrongdoing and (bii) specify such settlement, compromise or consent does not contain any equitable Order or term which in any manner affects, restrains or interferes with the business of the Indemnified Party or any of the Indemnified Party’s Affiliates. (c) If an Indemnified Party shall desire to assert any claim for indemnification provided for under this Article 11 other than a claim in respect of, arising out of or involving a Third Party Claim (a “Direct Claim”), such Indemnified Party shall promptly notify the Indemnifying Party in writing of such Direct Claim, describing in reasonable detail the facts and circumstances specific provisions of this Agreement claimed to have been breached, the factual basis supporting the Indemnified Party’s claim for indemnification (contention that such provisions were breached, the amount or the estimated amount of damages sought thereunder, any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent known) and contain practicable, any other material details pertaining thereto (a non-binding preliminary, good faith estimate of the amount to which the Indemnified Party claims to be entitled (to the extent known“Direct Claim Notice”); provided, however, that the any failure to give reasonably prompt notice provide or delay in providing such notification shall not relieve affect the applicable Indemnifying Party of its indemnification obligations under this Agreement provided for hereunder except to the extent that the Indemnifying Party is materially shall have been actually prejudiced by any delay in receiving as a result of such noticefailure or delay. In the event that the The Indemnifying Party agrees shall have a period of 20 Business Days within which to respond to any Direct Claim Notice, 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 under 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 PartyArticle 11. If the Indemnifying Party objects to all or a portion of does not so respond within such 20 Business Day period stating that the Indemnified Party’s claim made in the Indemnification CertificateIndemnifying Party disputes its liability for such claim, the Indemnifying Party will notify the Indemnified Party be deemed to have accepted such claim, such claim shall be conclusively deeded a liability 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 pay the amount equal to the full claimed amount specified in the Indemnification Certificate is owed of such claim to the Indemnified PartyParty as promptly as reasonably practicable after demand therefore or, in the case of any Direct Claim Notice in which the amount of the claim (or any portion thereof) is estimated, as promptly as reasonably practicable after such later date when the amount of such claim (or such portion thereof) becomes finally determined. 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 disputes all or any part of such Objection Notice pay the Agreed Amount to claim, 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 Indemnifying Party shall attempt in good faith for a period of twenty (20) days following the Indemnified Party’s receipt of the Objection Notice 20 Business Days to agree upon the rights of the respective parties with respect to each of resolve such claimsclaim. If no such agreement can be reached after such twenty (20)-day period of through good faith negotiationnegotiation within 20 Business Days, either the Indemnifying Indemnified Party or the Indemnified Indemnifying Party may initiate Litigation for purposes of having the matter settled act to resolve such dispute in accordance with Section 13.2. (d) The AT&T Contributors and their Affiliates shall control the terms defense of this Agreementall Claims related to Pre-Closing Liabilities.

Indemnification Claim Procedure. Except (a) If any Purchaser Indemnified Party or Seller Indemnified Party, as provided in Section 8.4.2 with respect to Third Party claims, applicable (in the event of capacity as a claim made by a Purchaser Indemnitee or a Seller Indemnitee (Person seeking indemnification under this Article VII, the “Indemnified Party”), obtains actual knowledge of any matter that the Indemnified Party believes will entitle the Indemnified Party to indemnification from another Party under this Article VII (in the capacity as a Person against whom indemnification is sought under this Article VII, the “Indemnifying Party”), the Indemnified Party shall give reasonably prompt written notice promptly thereafter deliver 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 a notice thereof (ba “Notice of Claim”) specify describing such matter in reasonable detail detail, the facts and circumstances supporting basis for the Indemnified Party’s claim for indemnification (obligation and, to the extent known) and contain a non-binding preliminaryreasonably estimable, good faith estimate of the amount to which the Indemnified Party claims to be entitled (to the extent known)estimated Losses resulting therefrom; provided, however, that the any failure to give reasonably prompt notice such notification on a timely basis or to provide any particular details therein shall not relieve the applicable Indemnifying Party of its indemnification obligations under this Agreement obligation to indemnify any Indemnified Party hereunder except to the extent that such failure to provide, delay in providing or omission of any particular detail actually and materially prejudices the ability of the Indemnifying Party is materially prejudiced by any delay in receiving to defend against such notice. In the event that the matter. (b) The Indemnifying Party agrees shall respond 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, a “Claim Response”) within thirty (30) days following the date that the Notice 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”) Claim is delivered to the Indemnifying Party within sixty (60) days following receipt of the Indemnification Certificate (the “Response Period”). The Objection Notice shall indicate Any Claim Response must specify whether or not the Indemnifying Party objects to all or only a portion of disputes the claim specified claim(s) described in the Indemnification Certificate and shall specify Notice of Claim and, if known, describe in reasonable detail the facts basis for each such dispute and circumstances include supporting materials. If the Indemnifying Party’s basis and reasons for such objection. An Indemnifying Party’s failure Party fails to deliver an Objection Notice in accordance with the provisions of this Section 8.4.1 give a Claim Response within the Response Period to any claim set forth in an Indemnification Certificate shall be deemed to be the Indemnifying Party’s acceptance ofPeriod, and waiver of any objections to, such claim and the Indemnifying Party shall be deemed not to have agreed that an amount equal to dispute the full claimed amount specified claim(s) described in the Indemnification Certificate is owed to the Indemnified Partyrelated Notice of Claim. If the Indemnifying Party gives a Claim Response with the Response Period but does not in its Objection Notice objects only to a portion such Claim Response dispute all of the claim set forth claim(s) made in the Indemnification Certificate (the amount related Notice 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 8.4.1Claim, the Indemnifying Party shall be deemed not to dispute the undisputed claim(s) described in the related Notice of Claim. If the Indemnifying Party delivers a Claim Response within the Response Period indicating that it disputes one or more of the matters identified in the Notice of Claim, Purchaser and the Indemnified Party Seller shall attempt promptly meet in good faith for to resolve the dispute. If Purchaser and the Seller do not resolve a period of twenty dispute regarding a claim within thirty (2030) days following the Indemnified date that the Notice of Claim is delivered to the Indemnifying 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 submit the dispute to a court of competent jurisdiction for purposes resolution. Upon final resolution of having such dispute, whether by agreement among Purchaser and the matter settled Seller or by a final, non-appealable determination by a court of competent jurisdiction, if it is determined that any indemnification payment is required pursuant to this Article VII shall be paid to the Indemnified Party. (c) Any Indemnifying Party will have the right to defend the Indemnified Party against a Third Party Claim with counsel of the Indemnifying Party’s choice, reasonably satisfactory to the Indemnified Party, so long as (i) the settlement or an adverse judgment of the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a pattern or practice adverse to the continuing business interests of the Indemnified Party, (ii) the Indemnifying Party conducts the defense of the Third Party Claim actively, competently and diligently and at its own costs and expense, and (iii) the Third Party Claim does not involve injunctive relief, specific performance or other similar equitable relief, or any criminal allegations, or a proceeding in which Purchaser or any of its Affiliates is named as a party and where the underlying claims in the proceeding are of a nature that would, if a judgment was entered against Purchaser or such Affiliates, reasonably be anticipated to substantially and adversely affect the goodwill or reputation of Purchaser or such Affiliates. So long as the conditions set forth in this Section 7.4(c) are and remain satisfied, then (i) the Indemnifying Party may conduct the defense of the Third Party Claim in accordance with this Section 7.4(c), (ii) the terms Indemnified Party may retain separate co-counsel at its sole cost and expense, (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayed), (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which (A) imposes an injunction or other equitable relief upon the Indemnified Party, (B) involves any finding or admission of any violation of Law or any violation of the rights of any Person and would have any adverse effect on any other claims that may be made against the Indemnified Party, or (C) does not include a provision whereby the plaintiff or claimant in the matter completely, finally and unconditionally releases the Indemnified Party from all Liability with respect thereto, and (v) the Indemnified Party shall, at the Indemnifying Party’s request and at the Indemnifying Party’s expense, reasonably cooperate in the defense of the matter including making available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party's possession or under the Indemnified Party's control relating therefore as is reasonably required by the Indemnifying Party, subject to such reasonable confidentiality requirements as the Indemnified Party may request and any applicable privilege protections. In the event that the conditions in this AgreementSection 7.4(c) are not satisfied or become unsatisfied in the case of any Third Party Claim, then the Indemnified Party may assume control of the defense of such claim to the entire exclusion (including with respect to settlement or entry of judgment) and at the expense of the Indemnifying Party. The failure of the Indemnified Party to participate in, conduct or control such defense shall not relieve the Indemnifying Party of any obligation it may have hereunder.

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 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 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 the terms of this AgreementSections 33(i) and 33(j).

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 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 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 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 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 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 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 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 15(a) or Section 15(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 15(a) days following receipt of the Indemnification Certificate (the “Response Period”or Section 15(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 the terms of this AgreementSection 38(i) and Section 38(j).

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 a) Any Indemnified Party seeking indemnification under this Article 12 shall give reasonably prompt written notice to the other Party persons against whom indemnification is sought (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 assertion of any claim by a third party or the discovery of any fact upon which the Indemnified Party claims intends to be entitled (base a claim under this Article 12. The delay or failure of any Indemnified Party to the extent known); provided, however, that the failure to give reasonably prompt provide notice hereunder shall not relieve the applicable Indemnifying Party of in any way limit its indemnification obligations under this Agreement rights hereunder except to the extent that the Indemnifying Party demonstrates that its ability to defend or resolve such claim is actually and materially prejudiced by thereby. Any such notice shall describe the facts and circumstances upon which the asserted claim for indemnification is based and shall include the amount of the indemnified Losses (or, if such amount is not then determined, a good faith estimate thereof) and the basis for the determination of the amount of such Losses. (b) With respect to a third party claim: (i) The Indemnifying Party may, if applicable, and at the request of the Indemnified Party shall, participate in and control the defense of any delay in receiving such noticethird party claim at its own expense. In the event that If the Indemnifying Party agrees elects to assume the defense (whether or is determined to have an obligation to indemnify or reimburse not obligated to) of any such claim, the Indemnified Party for Losses as provided may participate in this ARTICLE 8such defense, the Indemnifying Party shall, subject to the provisions of this Section 8.4.1, promptly (but in any event, within thirty (30) days such case the expenses 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 shall be paid by the Indemnified Party. If the Indemnifying Party objects shall fail to all defend a third party claim or, if after commencing or undertaking any such defense, shall fail to prosecute or shall withdraw from such defense, the Indemnified Party shall have the right to undertake the defense thereof at the Indemnifying Party’s expense. Notwithstanding the foregoing, if the Indemnifying Party assumes the defense of a portion of third party claim and if the Indemnified Party later determines in good faith that the third party claim is (x) likely to materially adversely affect it or its business in a manner that may not be adequately compensated by money damages or (y) may expose the Indemnified Party to potential obligations or Losses that may not be fully satisfied by the Indemnifying Party, then the Indemnified Party may, by written notice to the Indemnifying Party, assume the exclusive right to defend, compromise, or settle such claim. If the Indemnified Party shall so assume the exclusive right to defend, compromise, or settle such claim as it relates to the Indemnified Party’s claim made in the Indemnification Certificateliability only, the Indemnifying Party will notify all attorneys’ fees and other expenses incurred by the Indemnified Party in the defense, compromise or settlement 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 claim 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 be at the Indemnifying Party’s basis and reasons for such objection. An Indemnifying Party’s failure to deliver an Objection Notice in accordance with expense. (ii) The Party controlling 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 defense of any objections tothird party suit, action or proceeding shall keep the other Party advised of the status of such action, suit or proceeding and the defense thereof and shall consider in good faith recommendations made by the other Party with respect thereto. (iii) The Indemnifying Party shall not settle any third party claim and without the consent (which consent shall not be unreasonably withheld or delayed) of the Indemnified Party if any relief, other than the payment of money damages which the Indemnifying Party shall be deemed obligated to have agreed that an amount equal to the full claimed amount specified pay 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 full, would 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 granted against 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 or its Affiliates by such claims. If no such agreement can be reached after such twenty (20)-day period of good faith negotiation, either the Indemnifying Party settlement or if the Indemnified Party may initiate Litigation would be liable to the third party for purposes any portion of having the matter settled in accordance with the terms of this Agreementsuch settlement.

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 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 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 the terms of this AgreementSections 34(i) and 34(j).

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, describing in reasonable detail the amount or the estimated amount of Claims sought thereunder, any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Third Party Claim Notice”) promptly after receipt by such Indemnified Party of written notice of the Third Party Claim; provided, however, that any failure to provide or delay in providing a Third Party Claim Notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure or delay. To the extent permitted by applicable Law, the Indemnified Party shall deliver to the Indemnifying Party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party 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 such failure or delay. (b) If a Third Party Claim is made against an Indemnified Party, the Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party by delivering notice to the Indemnified Party in writing within 20 Business Days after receiving the Third Party Claim Notice that it elects to assume such defense and pay its defense costs in connection therewith (including attorneys’ fees and expenses). If the Indemnifying Party declines to indemnify, fails to respond to the Third Party Claim Notice or fails to assume the defense (or cause its insurer to assume defense) of the Third Party Claim within such 20 Business Day period, then the Indemnified Party may control the defense of such Third Party Claim. Should the Indemnifying Party elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be required to indemnify the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof, unless the Third Party Claim involves conflicts of interest or substantially different defenses for the Indemnified Party and the Indemnifying Party. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in defense thereof and to employ counsel, at its cost and expense (except as provided in the immediately preceding sentence), which notice separate from the counsel employed by the Indemnifying Party. If the Indemnifying Party chooses to defend any Third Party Claim, all the Parties hereto shall cooperate in the defense or prosecution thereof. Such cooperation shall include using commercially reasonable efforts to retain and (an “Indemnification Certificate”upon the Indemnifying Party’s request) shall: (a) state provide to the Indemnifying Party records and information that are reasonably relevant to such Third Party Claim, to the extent required to maintain privilege, using commercially reasonable efforts to enter into a joint defense or similar agreement and using commercially reasonable efforts to make employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnified Party shall not admit any Liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party’s prior written consent. The Indemnifying Party shall not consent to a settlement or compromise of, or the entry of any judgment arising out of or in connection with any Third Party Claim without the written consent of the applicable Indemnified Party; provided, however, that the Indemnified Party has paid shall not withhold its consent if (i) contemporaneously with the effectiveness of such settlement, compromise or properly accrued or in good faith anticipates that it will have to pay or accrue Losses that are subject to indemnification by consent, the Indemnifying Party pursuant pays in full any obligation imposed on the Indemnified Party by such settlement, compromise or consent, which as a condition to Section 8.3.1 such settlement, compromise or Section 8.3.2consent releases each relevant Indemnified Party completely and unconditionally in connection with such settlement, as applicable; compromise or consent and without any finding or admission of any violation of Law or admission of any wrongdoing and (bii) specify such settlement, compromise or consent does not contain any equitable Order or term which in any manner affects, restrains or interferes with the business of the Indemnified Party or any of the Indemnified Party’s Affiliates. (c) If an Indemnified Party shall desire to assert any claim for indemnification provided for under this Article 11 other than a claim in respect of, arising out of or involving a Third Party Claim (a “Direct Claim”), such Indemnified Party shall promptly notify the Indemnifying Party in writing of such Direct Claim, describing in reasonable detail the facts and circumstances specific provisions of this Agreement claimed to have been breached, the factual basis supporting the Indemnified Party’s claim for indemnification (contention that such provisions were breached, the amount or the estimated amount of damages sought thereunder, any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent known) and contain practicable, any other material details pertaining thereto (a non-binding preliminary, good faith estimate of the amount to which the Indemnified Party claims to be entitled (to the extent known“Direct Claim Notice”); provided, however, that the any failure to give reasonably prompt notice provide or delay in providing such notification shall not relieve affect the applicable Indemnifying Party of its indemnification obligations under this Agreement provided for hereunder except to the extent that the Indemnifying Party is materially shall have been actually prejudiced by any delay in receiving as a result of such noticefailure or delay. In the event that the The Indemnifying Party agrees shall have a period of 20 Business Days within which to respond to any Direct Claim Notice, 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 under 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 PartyArticle 11. If the Indemnifying Party objects to all or a portion of does not so respond within such 20 Business Day period stating that the Indemnified Party’s claim made in the Indemnification CertificateIndemnifying Party disputes its liability for such claim, the Indemnifying Party will notify the Indemnified Party be deemed to have accepted such claim, such claim shall be conclusively deeded a liability 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 pay the amount equal to the full claimed amount specified in the Indemnification Certificate is owed of such claim to the Indemnified PartyParty as promptly as reasonably practicable after demand therefore or, in the case of any Direct Claim Notice in which the amount of the claim (or any portion thereof) is estimated, as promptly as reasonably practicable after such later date when the amount of such claim (or such portion thereof) becomes finally determined. 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 disputes all or any part of such Objection Notice pay the Agreed Amount to claim, 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 Indemnifying Party shall attempt in good faith for a period of twenty (20) days following the Indemnified Party’s receipt of the Objection Notice 20 Business Days to agree upon the rights of the respective parties with respect to each of resolve such claimsclaim. If no such agreement can be reached after such twenty (20)-day period of through good faith negotiationnegotiation within 20 Business Days, either the Indemnifying Indemnified Party or the Indemnified Indemnifying Party may initiate Litigation for purposes of having the matter settled act to resolve such dispute in accordance with Section 13.2. (d) The Verizon Contributors and their Affiliates shall control the terms defense of all Claims related to Pre-Closing Liabilities. The Acquiror and its Affiliates shall control the defense of all Claims related to Post-Closing Liabilities, other than Claims relating to Tax or Tax Proceedings, each of which shall be governed pursuant to Section 2.10 of this Agreement.

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 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 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 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 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 not object shall be referred to herein as the “Agreed Amount”), then such Indemnifying Party shall, meet or confer by telephone within ten (10) 20 Business Days following the delivery of such Objection Notice pay the Agreed Amount to the Indemnified Party. If in 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 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 the terms of this AgreementSection 37(b).

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 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. (e) The T‑Mobile Contributors and their Affiliates shall control the terms defense of this Agreementall Claims related to Excluded Liabilities.

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 such Indemnified Party’s failure to provide or delay in providing a Notice of Claim actually prejudices the Indemnifying Party’s ability to defend against or contest or resolve such matter. (b) For claims for indemnification under this Article IX other than those relating to Third Party is materially prejudiced by any delay in receiving such notice. In Claims, during the event that period of thirty (30) Business Days after delivery of 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 8Notice of Claim, the Indemnifying Party shall, subject Representative may deliver to the provisions Indemnified Party who delivered such Notice of this Section 8.4.1Claim a response (a “Response Notice”) in which the Indemnifying Party Representative (i) agrees that the full amount of Losses stated in the Notice of Claim is owed to such Indemnified Party, promptly (ii) agrees that part (but not all) of the amount of Losses stated in any eventthe Notice of Claim is owed to such Indemnified Party or (iii) asserts that no part of the amount of Losses stated in the Notice of Claim is owed to such Indemnified Party. Unless the Indemnifying Party Representative agrees in such Response Notice that the full amount of Losses stated in the Notice of Claim is owed to such Indemnified Party, such Response Notice shall set forth, in reasonable detail, the Indemnifying Party Representative’s objections to the claims and its basis for such objections. If the Indemnifying Party Representative fails to provide such a Response Notice to the Indemnified Party who delivered the related Notice of Claim within such thirty (30) days of receipt Business Day period, the Indemnifying Parties shall be deemed to have objected to all of the Indemnification Certificate) pay such amount to claims set forth in the Notice of Claim and the Indemnifying Party Representative or the Indemnified Party by wire transfer of immediately may thereafter pursue any legal remedies available funds to it with respect to the account specified claims set forth in writing by such Notice of Claim, subject, to the extent applicable, to the De Minimis Claim Amount, the Indemnification Deductible, the Indemnification Cap and the other provisions of this Article IX. If the Indemnifying Party Representative provides a Response Notice within such thirty (30) Business Day period and such Response Notice objects to any of the claims set forth in the Notice of Claim, the Indemnified Party and the Indemnifying Party Representative, as the case may be, shall negotiate the resolution of the claim(s) for a period of not less than thirty (30) Business Days after such Response Notice is delivered to such 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 Representative are unable to have agreed that an amount equal resolve all such claims within such time period, the Indemnified Party or Indemnifying Party Representative may thereafter pursue any legal remedies available to it with respect solely to the full claimed amount specified in unresolved claims, subject, to the extent applicable, to the De Minimis Claim Amount, 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 Deductible, the Indemnification Certificate (Cap and 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 other 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 AgreementArticle IX.

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 IX or under Section 2.10 in respect of, arising out of, or involving a claim or demand made by any Person (other than a Party) against, or a Tax payable by, an Indemnified Party (a “Third Party Claim”), the such Indemnified Party shall give reasonably prompt written notice notify the Party or Parties alleged to be obligated to indemnify the other Indemnified Party (the “Indemnifying Party”) in writing of such Third Party Claim, describing in reasonable detail the amount or the estimated amount of Claims sought thereunder, any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Third Party Claim Notice”), which promptly after receipt by such Indemnified Party of written notice of the Third Party Claim; provided, however, that any failure to provide or delay in providing a Third Party Claim Notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure or delay. To the extent permitted by applicable Law, the Indemnified Party shall deliver to the Indemnifying Party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party 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 such failure or delay. (b) If a Third Party Claim is made against an “Indemnification Certificate”Indemnified Party, the Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party by delivering notice to the Indemnified Party in writing within twenty (20) shall: days after receiving the Third Party Claim Notice that it elects to assume such defense and pay its defense costs in connection therewith (aincluding attorneys’ fees and expenses). If the Indemnifying Party declines to indemnify, fails to respond to the Third Party Claim Notice or fails to assume the defense (or cause its insurer to assume defense) state of the Third Party Claim within such twenty (20) day period, then the Indemnified Party may control the defense of such Third Party Claim. Should the Indemnifying Party elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be required to indemnify the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof, unless the Third Party Claim involves conflicts of interest or substantially different defenses for the Indemnified Party and the Indemnifying Party. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in defense thereof and to employ counsel, at its cost and expense (except as provided in the immediately preceding sentence), separate from the counsel employed by the Indemnifying Party. If the Indemnifying Party chooses to defend any Third Party Claim, all the Parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include using commercially reasonable efforts to retain and (upon the Indemnifying Party’s request) provide to the Indemnifying Party records and information that are reasonably relevant to such Third Party Claim, to the extent required to maintain privilege, using commercially reasonable efforts to enter into a joint defense or similar agreement and using commercially reasonable efforts to make employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnified Party shall not admit any Liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party’s prior written consent. The Indemnifying Party shall not consent to a settlement or compromise of, or the entry of any judgment arising out of or in connection with any Third Party Claim without the written consent of the applicable Indemnified Party; provided, however, that the Indemnified Party has paid shall not withhold its consent if: (i) contemporaneously with the effectiveness of such settlement, compromise or properly accrued or in good faith anticipates that it will have to pay or accrue Losses that are subject to indemnification by consent, the Indemnifying Party pursuant pays in full any obligation imposed on the Indemnified Party by such settlement, compromise or consent, which as a condition to Section 8.3.1 such settlement, compromise or Section 8.3.2consent releases each relevant Indemnified Party completely and unconditionally in connection with such settlement, as applicablecompromise or consent and without any finding or admission of any violation of Law or admission of any wrongdoing; and (bii) specify such settlement, compromise or consent does not contain any equitable Order or term which in any manner affects, restrains or interferes with the business of the Indemnified Party or any of the Indemnified Party’s Affiliates. (c) If an Indemnified Party shall desire to assert any claim for indemnification provided for under this Article IX other than a claim in respect of, arising out of or involving a Third Party Claim (a “Direct Claim”), such Indemnified Party shall within thirty (30) days after becoming aware of such Direct Claim notify the Indemnifying Party in writing of such Direct Claim, describing in reasonable detail the facts and circumstances specific provisions of this Agreement claimed to have been breached, the factual basis supporting the Indemnified Party’s claim for indemnification (contention that such provisions were breached, the amount or the estimated amount of damages sought thereunder, any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent known) and contain practicable, any other material details pertaining thereto (a non-binding preliminary, good faith estimate of the amount to which the Indemnified Party claims to be entitled (to the extent known“Direct Claim Notice”); provided, however, that the any failure to give reasonably prompt notice provide or delay in providing such notification shall not relieve affect the applicable Indemnifying Party of its indemnification obligations under this Agreement provided for 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 the Agreed Amount to the Indemnified Partyfailure or delay. If an The 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 have a period of twenty (20) days following within which to respond to any Direct Claim Notice, stating whether it disputes the existence or scope of an obligation to indemnify the Indemnified Party’s receipt Party under this Article IX. If the Indemnifying Party does not so respond within such twenty (20) day period stating that the Indemnifying Party disputes its liability for such Direct Claim, the Indemnifying Party will be deemed to have accepted such Direct Claim, such claim shall be conclusively deemed a liability of the Objection Indemnifying Party and the Indemnifying Party shall pay the amount of such Direct Claim to the Indemnified Party as promptly as reasonably practicable after demand therefore or, in the case of any Direct Claim Notice to agree upon in which the rights amount of the respective parties with respect to each Direct Claim (or any portion thereof) is estimated, as promptly as reasonably practicable after such later date when the amount of such claimsDirect Claim (or such portion thereof) becomes finally determined. If the Indemnifying Party disputes all or any part of such Direct Claim, the Indemnified Party and the Indemnifying Party shall attempt in good faith for twenty (20) days to resolve such Direct Claim. If no such agreement can be reached after such through good faith negotiation within twenty (20)-day period of good faith negotiation20) Business Days, either the Indemnifying Indemnified Party or the Indemnified Indemnifying Party may initiate Litigation for purposes of having the matter settled act to resolve such dispute in accordance with Section 11.2. (d) The SM Group Members shall control the terms defense of this Agreementall Claims related to Pre-Closing Liabilities. Buyer and their Affiliates shall control the defense of all Claims related to Post-Closing Liabilities.

Indemnification Claim Procedure. Except (a) If any Purchaser Indemnified Party or Seller Indemnified Party, as provided in Section 8.4.2 with respect to Third Party claims, applicable (in the event of capacity as a claim made by a Purchaser Indemnitee or a Seller Indemnitee (Person seeking indemnification under this Article VIII, the “Indemnified Party”), obtains actual knowledge of any matter not involving a Third Party Claim that the Indemnified Party reasonably believes will entitle the Indemnified Party to indemnification from Purchaser or Seller under this Article VIII (in the capacity as a Person against whom indemnification is sought under this Article VIII, the “Indemnifying Party”), the Indemnified Party shall give reasonably prompt written notice promptly thereafter deliver 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 a notice thereof (ba “Notice of Claim”) specify describing such matter in reasonable detail the facts and circumstances supporting the Indemnified Party’s claim for indemnification (and, to the extent known) and contain a non-binding preliminaryreasonably estimable, good faith estimate of the amount to which the Indemnified Party claims to be entitled (to the extent known)estimated Losses resulting therefrom; provided, however, that the any failure to give reasonably prompt notice such notification on a timely basis or to provide any particular details therein shall not relieve the applicable Indemnifying Party of its indemnification obligations under this Agreement obligation to indemnify any Indemnified Party hereunder except to the extent that such failure to provide, delay in providing or omission of any particular detail actually prejudices the ability of the Indemnifying Party is materially prejudiced by any delay in receiving to defend against such notice. In the event that the matter. (b) 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 shall respond to the Indemnified Party by wire transfer within twenty (20) Business Days following the date that the Notice of immediately available funds Claim is delivered to the account specified in writing by the Indemnified Party. If the Indemnifying Party objects pursuant 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”Section 8.4(a) to the Indemnifying Party within sixty (60) days following receipt of the Indemnification Certificate (the “Response Period”). The Objection Notice shall indicate , specifying whether or not the Indemnifying Party objects to all or only a portion of disputes the claim specified claim(s) described in the Indemnification Certificate and shall specify Notice of Claim, describe in reasonable detail the facts basis for each such dispute and circumstances include reasonable supporting materials (a “Claim Response”). If the Indemnifying Party’s basis and reasons for such objection. An Indemnifying Party’s failure Party fails to deliver an Objection Notice in accordance with the provisions of this Section 8.4.1 give a Claim Response within the Response Period to any claim set forth in an Indemnification Certificate shall be deemed to be the Indemnifying Party’s acceptance ofPeriod, and waiver of any objections to, such claim and the Indemnifying Party shall be deemed not to have agreed that an amount equal to dispute the full claimed amount specified claim(s) described in the Indemnification Certificate is owed to the Indemnified Partyrelated Notice of Claim. If the Indemnifying Party gives a Claim Response within the Response Period but does not in its Objection Notice objects only to a portion such Claim Response dispute all of the claim(s) made in the related Notice of Claim, the Indemnifying Party shall be deemed not to dispute the undisputed claim(s) described in the related Notice of Claim. If the Indemnifying Party elects not to dispute any claim described in a Notice of Claim, whether by failing to give a timely Claim Response or otherwise, then, subject to the limitations set forth in the Indemnification Certificate (Section 8.6, the amount of Losses claimed alleged in the Indemnification Certificate to which the Indemnifying Party does not object such Notice of Claim shall be referred conclusively deemed to herein as the “Agreed Amount”), then such Indemnifying Party shall, within ten (10) Business Days following the delivery be an obligation 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 be paid the amount specified in the Notice of Claim as provided in Section 8.8 (it being acknowledged that the amount of any estimated Losses shall be revised by the Indemnified Party from time to time as the same are determined, all of which Losses shall be indemnified by the Indemnifying Party). If the Indemnifying Party delivers a Claim Response within the Response Period indicating that the Indemnifying Party disputes one or more of the matters identified in the Notice of Claim, Purchaser and Seller shall promptly meet in good faith for to resolve the dispute. If Purchaser and Seller do not resolve a period of twenty dispute regarding a claim within thirty (2030) days following after the Indemnified Party’s receipt delivery 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 negotiationClaim Response, either the Indemnifying Party or the Indemnified Party may initiate Litigation submit the dispute to a court of competent jurisdiction for purposes resolution. Upon resolution of having such dispute, whether by agreement or by a court of competent jurisdiction, if it is determined that any indemnification payment is required pursuant to this Article VIII such amount shall be paid to the matter settled Indemnified Party as provided in accordance with the terms of this AgreementSection 8.8.

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 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 the terms of this AgreementSections 33(i) and 33(j).

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 (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 Legal Action or other 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 Third 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 11, except to the extent that (and only to the extent) the delay actually and materially prejudices the Indemnifying Party’s ability to defend such Third Party 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 notice, fails to assume defense of the Third-Party Claim within such 30-day period or is otherwise not entitled to assume the defense of such Third-Party Claim as provided in writing this Section 11.3(b), then the Indemnified Party may control the defense and the Indemnifying Party shall pay all reasonable and documented out-of-pocket defense costs as incurred by the Indemnified Party. If The Party that is not controlling the Indemnifying Party objects to all or a portion defense of the Indemnified Party’s claim made Third-Party Claim shall have the right to participate in the Indemnification Certificate, the Indemnifying Party will notify defense and to retain separate counsel at its own expense (unless counsel to 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 have in good faith concluded that there is 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 is reasonably likely to be the Indemnifying Party’s acceptance of, and waiver an actual conflict 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, interest between the Indemnifying Party and the Indemnified Parties in such action that would reasonably be expected to adversely affect the Indemnifying Party’s ability to defend the interests of the Indemnified Party in such Third-Party Claim, in which case the fees and expenses of counsel of the Indemnified Party, even if the Indemnifying Party is controlling the defense, shall be indemnifiable by the Indemnifying Party). 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 and without exceeding the Cap. Subject to the limitations on liability set forth in Section 11.5, 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. 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, at the Vice President level or higher, shall meet or confer by telephone within twenty (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 13.12 and Section 13.13. (e) The Cumulus Parties and their Affiliates shall control the terms defense of this Agreementall Legal Actions or other Claims related to Excluded Liabilities.

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 such Indemnified Party’s failure to provide or delay in providing a Notice of Claim actually prejudices the Indemnifying Party’s ability to defend against or contest or resolve such matter. (b) For claims for indemnification under this Article VIII other than those relating to Third Party is materially prejudiced by any delay in receiving such notice. In Claims, during the event that period of fifteen (15) Business Days after delivery of 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 8Notice of Claim, 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 Representative may deliver to the Indemnified Party by wire transfer who delivered such Notice of immediately available funds Claim a response (a “Response Notice”) in which the Indemnifying Party Representative (i) agrees that the full amount of Losses stated in the Notice of Claim is owed to such Indemnified Party, (ii) agrees that part (but not all) of the amount of Losses stated in the Notice of Claim is owed to such Indemnified Party or (iii) asserts that no part of the amount of Losses stated in the Notice of Claim is owed to such Indemnified Party. Unless the Indemnifying Party Representative agrees in such Response Notice that the full amount of Losses stated in the Notice of Claim is owed to such Indemnified Party, such Response Notice shall set forth, in reasonable detail, the Indemnifying Party Representative’s objections to the account specified in writing by the Indemnified Partyclaims and its basis for such objections. If the Indemnifying Party objects Representative fails to all or provide such a portion of Response Notice to the Indemnified Party’s claim made in Party who delivered the Indemnification Certificaterelated Notice of Claim within such fifteen (15) Business Day period, 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 Parties shall be deemed to have agreed that an amount equal to the full claimed amount specified of Losses set forth in the Indemnification Certificate Notice of Claim is owed to such Indemnified Party and the Indemnifying Party Representative or the Indemnified Party may thereafter pursue any legal remedies available to it under this Agreement with respect to the claims set forth in such Notice of Claim, subject, to the extent applicable, to the Basket, the Indemnification Cap and the other provisions of this Article VIII. If the Indemnifying Party Representative provides a Response Notice within such fifteen (15) Business Day period and such Response Notice objects to any of the claims set forth in the Notice of Claim, the Indemnified Party and the Indemnifying Party Representative, as the case may be, shall negotiate the resolution of the claim(s) for a period of not less than fifteen (15) Business Days after such Response Notice is delivered to such Indemnified Party. If the Indemnifying Indemnified 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 and the Indemnifying Party does not object shall be referred Representative are unable to herein as resolve all such claims within such time period, the “Agreed Amount”), then such Indemnified Party or Indemnifying Party shall, within ten (10) Business Days following the delivery of such Objection Notice pay the Agreed Amount Representative may thereafter pursue any legal remedies available to it with respect solely to the Indemnified Party. If an Indemnifying Party shall provide Objection Notice in accordance with unresolved claims, subject, to the extent applicable, to the Basket, the Indemnification Cap and the other 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 AgreementArticle VIII.

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 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.

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 5.2.2 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 with respect to Third Party claims, in the event (a) Promptly after obtaining actual knowledge of a claim made by any matter that a Purchaser Indemnitee Indemnified Party or a Seller Indemnitee 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 party (the “Indemnifying Party”)) under this Article X or Section 7.2, 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 promptly provide to pay or accrue Losses that are subject to indemnification by the Indemnifying Party pursuant notice describing the matter in reasonable detail, including the nature of the claim, the basis for the indemnification obligation and the estimated amount of Losses resulting therefrom to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (a “Notice of Claim”). To the extent that any such matter relates to a Claim or Proceeding by a third party, such Claim or Proceeding is referred to herein as a “Third Party Claim”, which is governed by Section 8.3.1 or Section 8.3.2, as applicable; and 10.5. (b) specify in reasonable detail the facts and circumstances supporting the Indemnified Party’s claim For claims 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 Article X or Article VII other than those relating to the extent that the Indemnifying Third 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 8Claims, the Indemnifying Party shall, subject to the provisions of this Section 8.4.1, promptly shall have twenty (but in any event, within thirty (3020) days of Business Days after its receipt of the Indemnification Certificate) pay such amount Notice of Claim to respond to the Indemnified Party by wire transfer of immediately available funds claim(s) described therein. Such response shall set 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 such a portion of the Indemnified Party’s claim made in the Indemnification Certificateresponse with such time period, the Indemnifying Party will notify be deemed to have conceded the claim(s) set forth in the Notice of Claim. If the Indemnifying Party provides its response within such time period, 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 negotiate 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 resolution of the claim set forth in the Indemnification Certificate claim(s) for a period of not less than twenty (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 (1020) Business Days following the delivery of after 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 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 Indemnified Party against the Indemnifying Party or with respect solely to the Indemnified Party may initiate Litigation for purposes of having unresolved claim(s), subject to the matter settled in accordance with the terms other provisions of this AgreementArticle X and Section 7.2, as applicable.

Indemnification Claim Procedure. Except (a) If any Purchaser Indemnified Party or Company Indemnified Party, as provided in Section 8.4.2 with respect to Third Party claims, applicable (in the event of capacity as a claim made by a Purchaser Indemnitee or a Seller Indemnitee (Person seeking indemnification under this Article VIII, the “Indemnified Party”), obtains actual knowledge of any matter not involving a Third Party Claim that the Indemnified Party reasonably believes will entitle the Indemnified Party to indemnification from Purchaser or the Equityholders under this Article VIII (in the capacity as a Person against whom indemnification is sought under this Article VIII, the “Indemnifying Party”), the Indemnified Party shall give reasonably prompt written notice promptly thereafter deliver 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 a notice thereof (ba “Notice of Claim”) specify describing such matter in reasonable detail the facts and circumstances supporting the Indemnified Party’s claim for indemnification (and, to the extent known) and contain a non-binding preliminaryreasonably estimable, good faith estimate of the amount to which the Indemnified Party claims to be entitled (to the extent known)estimated Losses resulting therefrom; provided, however, that the any failure to give reasonably prompt notice such notification on a timely basis or to provide any particular details therein shall not relieve the applicable Indemnifying Party of its indemnification obligations under this Agreement obligation to indemnify any Indemnified Party hereunder except to the extent that such failure to provide, delay in providing or omission of any particular detail actually prejudices the ability of the Indemnifying Party is materially prejudiced by any delay in receiving to defend against such notice. In the event that the matter. (b) 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 shall respond to the Indemnified Party by wire transfer within twenty (20) Business Days following the date that the Notice of immediately available funds Claim is delivered to the account specified in writing by the Indemnified Party. If the Indemnifying Party objects pursuant 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”Section 8.4(a) to the Indemnifying Party within sixty (60) days following receipt of the Indemnification Certificate (the “Response Period”). The Objection Notice shall indicate , specifying whether or not the Indemnifying Party objects to all or only a portion of disputes the claim specified claim(s) described in the Indemnification Certificate and shall specify Notice of Claim, describe in reasonable detail the facts basis for each such dispute and circumstances include reasonable supporting materials (a “Claim Response”). If the Indemnifying Party’s basis and reasons for such objection. An Indemnifying Party’s failure Party fails to deliver an Objection Notice in accordance with the provisions of this Section 8.4.1 give a Claim Response within the Response Period to any claim set forth in an Indemnification Certificate shall be deemed to be the Indemnifying Party’s acceptance ofPeriod, and waiver of any objections to, such claim and the Indemnifying Party shall be deemed not to have agreed that an amount equal to dispute the full claimed amount specified claim(s) described in the Indemnification Certificate is owed to the Indemnified Partyrelated Notice of Claim. If the Indemnifying Party gives a Claim Response within the Response Period but does not in its Objection Notice objects only to a portion such Claim Response dispute all of the claim(s) made in the related Notice of Claim, the Indemnifying Party shall be deemed not to dispute the undisputed claim(s) described in the related Notice of Claim. If the Indemnifying Party elects not to dispute any claim described in a Notice of Claim, whether by failing to give a timely Claim Response or otherwise, then, subject to the limitations set forth in the Indemnification Certificate (Section 8.6, the amount of Losses claimed alleged in the Indemnification Certificate to which the Indemnifying Party does not object such Notice of Claim shall be referred conclusively deemed to herein as the “Agreed Amount”), then such Indemnifying Party shall, within ten (10) Business Days following the delivery be an obligation 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 be paid the amount specified in the Notice of Claim as provided in Section 8.8 (it being acknowledged that the amount of any estimated Losses shall be revised by the Indemnified Party from time to time as the same are determined, all of which Losses shall be indemnified by the Indemnifying Party). If the Indemnifying Party delivers a Claim Response within the Response Period indicating that the Indemnifying Party disputes one or more of the matters identified in the Notice of Claim, Purchaser and Shareholder Representative, on behalf of the Equityholders, shall promptly meet in good faith for to resolve the dispute. If Purchaser and Shareholder Representative do not resolve a period of twenty dispute regarding a claim within thirty (2030) days following after the Indemnified Party’s receipt delivery 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 negotiationClaim Response, either the Indemnifying Party or the Indemnified Party may initiate Litigation submit the dispute to a court of competent jurisdiction for resolution. Upon resolution of such dispute, whether by agreement or by a court of competent jurisdiction, if it is determined that any indemnification payment is required pursuant to this Article VIII such amount shall be paid to the Indemnified Party as provided in Section 8.8. (c) For purposes of having this Section 8.4, with respect to any matter for which the matter settled in accordance with Purchaser Indemnified Parties may seek indemnification pursuant to Section 8.3(b), all actions to be taken (or not taken), the terms exercise (or failure to exercise) of this Agreementany rights and all notices to be delivered by the Indemnifying Party shall be taken (or not taken), exercised (or not exercised) or delivered by the Shareholder Representative on behalf of the Equityholders, and each Equityholder shall be bound thereby as if all the Equityholders had taken (or omitted to take) such action, exercised (or failed to exercise) such rights or delivered such notice.

Indemnification Claim Procedure. Except (a) If any Purchaser Indemnified Party or Seller Indemnified Party, as provided in Section 8.4.2 with respect to Third Party claims, applicable (in the event of capacity as a claim made by a Purchaser Indemnitee or a Seller Indemnitee (Person seeking indemnification under this Article VII, the “Indemnified Party”), obtains actual knowledge of any matter not involving a Third Party Claim that the Indemnified Party believes will entitle the Indemnified Party to indemnification from another Party under this Article VII (in the capacity as a Person against whom indemnification is sought under this Article VII, the “Indemnifying Party”), the Indemnified Party shall give reasonably prompt written notice promptly thereafter deliver 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 a notice thereof (ba “Notice of Claim”) specify describing such matter in reasonable detail detail, the facts and circumstances supporting basis for the Indemnified Party’s claim for indemnification (obligation and, to the extent known) and contain a non-binding preliminaryreasonably estimable, good faith estimate of the amount to which the Indemnified Party claims to be entitled (to the extent known)estimated Losses resulting therefrom; provided, however, that the any failure to give reasonably prompt notice such notification on a timely basis or to provide any particular details therein shall not relieve the applicable Indemnifying Party of its indemnification obligations under this Agreement obligation to indemnify any Indemnified Party hereunder except to the extent that such failure to provide, delay in providing or omission of any particular detail actually and materially prejudices the ability of the Indemnifying Party is materially prejudiced by any delay in receiving to defend against such notice. In the event that the matter. (b) The Indemnifying Party agrees shall respond 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, a “Claim Response”) within thirty (30) days following the date that the Notice 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”) Claim is delivered to the Indemnifying Party within sixty (60) days following receipt of the Indemnification Certificate (the “Response Period”). The Objection Notice shall indicate Any Claim Response must specify whether or not the Indemnifying Party objects to all or only a portion of disputes the claim specified claim(s) described in the Indemnification Certificate and shall specify Notice of Claim and, if known, describe in reasonable detail the facts basis for each such dispute and circumstances include supporting materials. If the Indemnifying Party’s basis and reasons for such objection. An Indemnifying Party’s failure Party fails to deliver an Objection Notice in accordance with the provisions of this Section 8.4.1 give a Claim Response within the Response Period to any claim set forth in an Indemnification Certificate shall be deemed to be the Indemnifying Party’s acceptance ofPeriod, and waiver of any objections to, such claim and the Indemnifying Party shall be deemed not to have agreed that an amount equal to dispute the full claimed amount specified claim(s) described in the Indemnification Certificate is owed to the Indemnified Partyrelated Notice of Claim. If the Indemnifying Party gives a Claim Response with the Response Period but does not in its Objection Notice objects only to a portion such Claim Response dispute all of the claim set forth claim(s) made in the Indemnification Certificate (the amount related Notice 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 8.4.1Claim, the Indemnifying Party and shall be deemed not to dispute the Indemnified Party shall attempt undisputed claim(s) described in good faith for a period the related Notice 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 claimsClaim. 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 elects not to dispute any claim described in accordance with the terms of this Agreement.a

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 thereby. (b) For claims for indemnification under this Article VIII other than those relating to Third Party agrees to or is determined to have an obligation to indemnify or reimburse the Indemnified Party for Losses as provided in this ARTICLE 8Claims, the Indemnifying Party shall, subject to the provisions of this Section 8.4.1, promptly shall have twenty (but in any event, within thirty (3020) days of Business Days after its receipt of the Indemnification Certificate) pay such amount Indemnity Claim Notice to respond to the Indemnified Party by wire transfer of immediately available funds claim(s) described therein (an “Indemnity Claim Response”), which shall set 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 a portion of the Indemnified Party’s claim made in the Indemnification Certificateprovide an Indemnity Claim Response with such time period, the Indemnifying Party will notify be deemed to have conceded the claim(s) set forth in the Indemnity Claim Notice. If the Indemnifying Party provides an Indemnity Claim Response within such time period, 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 negotiate 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 resolution of the claim set forth in the Indemnification Certificate claim(s) for a period of not fewer than twenty (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 (1020) Business Days following after the delivery of such Objection Notice pay the Agreed Amount to the Indemnified PartyIndemnity Claim Response 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 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 Indemnified Party against the Indemnifying Party or with respect solely to the Indemnified Party may initiate Litigation for purposes of having unresolved claim(s), subject to Indemnity Threshold Amount, the matter settled in accordance with Overall Company Stockholder Indemnity Cap, the terms Individual Company Stockholder Indemnity Cap and the other provisions of this AgreementArticle VIII, as applicable.

Indemnification Claim Procedure. Except as provided in Section 8.4.2 with respect to Third 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. If The Party that is not controlling the Indemnifying Party objects to all or a portion defense of the Indemnified Party’s claim made Third-Party Claim shall have the right to participate in the Indemnification Certificatedefense 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 will notify 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 of in defending such objection by delivering a written statement (Third Party Claim) if the “Objection Notice”) to Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnifying Indemnified Party within sixty (60) days following receipt of that the Indemnification Certificate (the “Response Period”)Indemnified Party reasonably determines, after conferring with its outside counsel, cannot reasonably be separated from any related claim for money damages. The Objection Notice shall indicate whether the Indemnifying Party objects to all If such equitable relief or only a other relief 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 Third Party Claim can be so separated from that 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 ofmoney damages, and waiver of any objections to, such claim and the Indemnifying Party shall be deemed entitled to have agreed that an amount equal to assume 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 defense of the claim set forth in the Indemnification Certificate (the amount of Losses claimed in the Indemnification Certificate portion relating 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 Agreementmoney damages.

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 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 the terms of this AgreementSections 34(i) and 34(j).

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 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 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”)respond within 30 days, 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 send a period of twenty (20) days following the Indemnified Party’s receipt of the Objection Notice second 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 Party, marked at the Indemnified Party may initiate Litigation for purposes of having the matter settled top in accordance bold lettering with the terms of this Agreement.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

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 thereby. (b) For claims for indemnification under this Article VIII other than those relating to Third Party agrees to or is determined to have an obligation to indemnify or reimburse the Indemnified Party for Losses as provided in this ARTICLE 8Claims, the Indemnifying Party shall, subject to the provisions of this Section 8.4.1, promptly (but in any event, within thirty (30) days of shall have 20 Business Days after its receipt of the Indemnification Certificate) pay such amount Indemnity Claim Notice to respond to the Indemnified Party by wire transfer of immediately available funds claim(s) described therein (an “Indemnity Claim Response”), which shall set 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 a portion of the Indemnified Party’s claim made in the Indemnification Certificateprovide an Indemnity Claim Response with such time period, the Indemnifying Party will notify be deemed to have conceded the claim(s) set forth in the Indemnity Claim Notice. If the Indemnifying Party provides an Indemnity Claim Response within such time period, 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 negotiate the full claimed amount specified in resolution of the Indemnification Certificate claim(s) for a period of not fewer than 20 Business Days after the Indemnity Claim Response is owed to the Indemnified Partyprovided. 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 (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 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 Indemnified Party against the Indemnifying Party or with respect solely to the Indemnified Party may initiate Litigation for purposes of having unresolved claim(s), subject to the matter settled limitations set forth in accordance with Section 8.3 and the terms other provisions of this AgreementArticle VIII, as applicable.

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.

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 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. (e) The T-Mobile Contributors and their Affiliates shall control the terms defense of this Agreementall Claims related to Excluded Liabilities.

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 such Indemnified Party’s failure to provide or delay in providing a Notice of Claim actually prejudices the Indemnifying Party’s ability to defend against or contest or resolve such matter. (b) For claims for indemnification under this Article VI other than those relating to Third Party is materially prejudiced by any delay in receiving such notice. In Claims, during the event that period of thirty (30) Business Days after delivery of 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 8Notice of Claim, 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 may deliver to the Indemnified Party who delivered such Notice of Claim a response (a “Response Notice”) in which the Indemnifying Party (i) agrees that the full amount of Losses stated in the Notice of Claim is owed to such Indemnified Party (in which case such Response Notice shall be accompanied by a payment to the Indemnified Party of such amount by the Indemnifying Party by wire transfer of immediately available funds or, if payment is to be made from the Escrow Deposit, express authorization to the account specified Escrow Agent (in writing accordance with the Escrow Agreement) to make immediate payment of such amount to the Indemnified Party from the Escrow Deposit), (ii) agrees that part (but not all) of the amount of Losses stated in the Notice of Claim is owed to such Indemnified Party (in which case such Response Notice shall be accompanied by a payment to the Indemnified Party of such agreed amount by the Indemnifying Party by wire transfer of immediately available funds or, if payment is to be made from the Escrow Deposit, express authorization to the Escrow Agent (in accordance with the Escrow Agreement) to make immediate payment of such agreed amount to the Indemnified Party from the Escrow Deposit) or (iii) asserts that no part of the amount of Losses stated in the Notice of Claim is owed to such Indemnified Party. Unless the Indemnifying Party agrees in such Response Notice that the full amount of Losses stated in the Notice of Claim is owed to such Indemnified Party, such Response Notice shall set forth, in reasonable detail, the Indemnifying Party’s objections to the claims and its basis for such objections. If the Indemnifying Party fails to provide such a Response Notice to the Indemnified Party who delivered the related Notice of Claim within such thirty (30) Business Day period, the Indemnifying Parties shall be deemed to have accepted to all of the claims set forth in the Notice of Claim. If the Indemnifying Party provides a Response Notice within such thirty (30) Business Day period and such Response Notice objects to any of the claims set forth in the Notice of Claim, the Indemnified Party and the Indemnifying Party shall negotiate the resolution of the claim(s) for a period of not less than thirty (30) Business Days after such Response Notice is delivered to such 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 are unable to have agreed that an amount equal to the full claimed amount specified in the Indemnification Certificate is owed to resolve all such claims within such time period, the Indemnified Party. If Party or the Indemnifying Party in its Objection Notice objects only may thereafter pursue any legal remedies available to a portion of it with respect solely to the claim set forth in unresolved claims, subject, to the extent applicable, to the Indemnification Certificate (the amount of Losses claimed in Threshold, the Indemnification Certificate to which Cap and 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 other 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 AgreementArticle VI.

Indemnification Claim Procedure. Except (a) If any Buyer Indemnitee or Seller Indemnitee, as provided in Section 8.4.2 with respect to Third Party claims, applicable (in the event of capacity as a claim made by a Purchaser Indemnitee or a Seller Indemnitee (Person seeking indemnification under this Article VI, the “Indemnified Party”), obtains actual knowledge of any matter not involving a Third Party Claim that the Indemnified Party believes will entitle the Indemnified Party to indemnification from Buyer or any Seller or Sellers under this Article VI (in the capacity as a Person against whom indemnification is sought under this Article VI, the “Indemnifying Party”), the Indemnified Party shall give reasonably prompt written notice promptly thereafter deliver 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 a notice thereof (ba “Notice of Claim”) specify describing such matter in reasonable detail the facts and circumstances supporting the Indemnified Party’s claim for indemnification (and, to the extent known) and contain a non-binding preliminaryreasonably estimable, good faith estimate of the amount to which the Indemnified Party claims to be entitled (to the extent known)estimated Losses resulting therefrom; provided, however, that the any failure to give reasonably prompt notice such notification on a timely basis or to provide any particular details therein shall not relieve the applicable Indemnifying Party of its indemnification obligations under this Agreement obligation to indemnify any Indemnified Party hereunder except to the extent that such failure to provide, delay in providing or omission of any particular detail actually and materially prejudices the ability of the Indemnifying Party is materially prejudiced by any delay in receiving to defend against such notice. In the event that the matter. (b) The Indemnifying Party agrees shall respond 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 following the date that the Notice of receipt of the Indemnification CertificateClaim is delivered to pursuant to Section 6.3(a) 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 , specifying whether or not the Indemnifying Party objects to all or only a portion of disputes the claim specified claim(s) described in the Indemnification Certificate and shall specify Notice of Claim, describe in reasonable detail the facts basis for each such dispute and circumstances include reasonable supporting the materials (a “Claim Response”). If Indemnifying Party’s basis and reasons for such objection. An Indemnifying Party’s failure Party fails to deliver an Objection Notice in accordance with the provisions of this Section 8.4.1 give a Claim Response within the Response Period to any claim set forth in an Indemnification Certificate shall be deemed to be the Indemnifying Party’s acceptance ofPeriod, and waiver of any objections to, such claim and the Indemnifying Party shall be deemed not to have agreed that an amount equal to dispute the full claimed amount specified claim(s) described in the Indemnification Certificate is owed to the Indemnified Partyrelated Notice of Claim. If the Indemnifying Party gives a Claim Response within the Response Period but does not in its Objection Notice objects only to a portion such Claim Response dispute all of the claim set forth claim(s) made in the Indemnification Certificate (related Notice of Claim, the Indemnifying Party shall be deemed not to dispute the undisputed claim(s) described in the related Notice of Claim. If the Indemnifying Party elects not to dispute any claim described in a Notice of Claim, whether by failing to give a timely Claim Response or otherwise, then the amount of Losses claimed alleged in the Indemnification Certificate to which the Indemnifying Party does not object such Notice of Claim shall be referred conclusively deemed to herein as the “Agreed Amount”), then such Indemnifying Party shall, within ten (10) Business Days following the delivery be an obligation 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 be paid the amount specified in the Notice of Claim as provided in Section 6.5 (it being acknowledged that the amount of any estimated Losses may be revised by the Indemnified Party from time to time as the same are determined, all of which Losses shall be indemnified by the Indemnifying Party). If the Indemnifying Party delivers a Claim Response within the Response Period indicating that the Indemnifying Party disputes one or more of the matters identified in the Notice of Claim, Buyer or Parent, as the case may be, and the applicable Seller or Sellers (with respect to any claim by the Buyer Indemnitees for indemnification pursuant to Section 6.2(a)) shall promptly meet in good faith for to resolve the dispute. If Buyer or Parent, as the case may be, and the Sellers, as applicable, do not resolve a period of twenty dispute regarding a claim within thirty (2030) days following after the Indemnified Party’s receipt delivery 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 negotiationClaim Response, either the Indemnifying Party or the Indemnified Party may initiate Litigation submit the dispute to a court of competent jurisdiction set forth in Section 9.3(a) for purposes resolution. Upon resolution of having such dispute, whether by agreement or by a court of competent jurisdiction, if it is determined that any indemnification payment is required pursuant to this Article VI such amount shall be paid to the matter settled Indemnified Party as provided in accordance with the terms of this AgreementSection 6.5.

Indemnification Claim Procedure. Except as provided in Section 8.4.2 with respect to Third Party claims, in the event (a) Promptly after obtaining actual knowledge of a claim made by any matter that a Purchaser Indemnitee Indemnified Party or a Seller Indemnitee 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 the indemnification from any 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 promptly 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 the Indemnified Party’s claim for indemnification (to the extent known) and contain a non-binding preliminary, good faith estimate nature of the amount to which claim, the Indemnified Party claims to be entitled 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 an Indemnifying Party of its indemnification obligations under this Agreement obligation to indemnify an Indemnified Party except to the extent that the Indemnified Party’s failure to provide or delay in providing a Notice of Claim prejudices the Indemnifying Party’s ability to defend against or contest such matter. (If the Indemnifying Party is materially prejudiced a Seller or the Sellers, delivery by any delay in receiving such notice. In an Indemnified Party of a Notice of Claim to the event that Stockholder Representative shall be deemed to be effective delivery of notice to the Indemnifying Party.) (b) For claims for indemnification under this Article VII other than those relating to Third Party agrees to or is determined to have an obligation to indemnify or reimburse the Indemnified Party for Losses Claims and as otherwise provided in this ARTICLE 8Section 7.6, the Indemnifying Party shall, subject to the provisions of this Section 8.4.1, promptly (but in any event, within shall have thirty (30) days of Business Days after its receipt of the Indemnification Certificate) pay such amount Notice of Claim to respond to the Indemnified Party by wire transfer of immediately available funds claim(s) described therein. Such response shall set 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 such a portion of the Indemnified Party’s claim made in the Indemnification Certificateresponse with such time period, the Indemnifying Party will notify be deemed to have conceded the claim(s) set forth in the Notice of Claim. If the Indemnifying Party provides its response within such time period, 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 negotiate 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 resolution of the claim set forth in the Indemnification Certificate claim(s) for a period of not less than thirty (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 (1030) Business Days following the delivery of after 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 the Indemnified Party’s receipt of the Objection Notice to agree upon the rights of the respective parties with respect to each of within such claims. If no such agreement can be reached after such twenty (20)-day period of good faith negotiationtime period, either the Indemnifying Party or the Indemnified Party may initiate Litigation for purposes of having thereafter pursue any legal remedies available to it with respect solely to the matter settled in accordance with unresolved claim(s), subject, to the terms extent applicable, to the Indemnification Deductible, the Indemnification Cap and the other provisions of this Agreement.Article VII or Article X.

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 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 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 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 15(a) or Section 15(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 15(a) days following receipt of the Indemnification Certificate (the “Response Period”or Section 15(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 the terms of this AgreementSection 38(i) and Section 38(j).